SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 11-K
(Mark one)
X ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the year ended December 31, 1999
OR
____ TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from . . . to . . .
Commission file number 1-9769
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
LANDS' END, INC. RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal executive office:
LANDS' END, INC.
LANDS' END LANE
DODGEVILLE, WI 53595
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
LANDS' END, INC. RETIREMENT PLAN
By /s/ DONALD R. HUGHES
Donald R. Hughes
Vice President - Finance
Date: June 28, 2000
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into the
previously filed Lands' End, Inc. Form S-8 Registration Statement
(No. 33-63461) for the Lands' End, Inc. Retirement Plan.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
June 28, 2000
Lands' End, Inc. Retirement Plan
Financial Statements as of December 31, 1999 and 1998
Together with Report of Independent Public Accountants
Lands' End, Inc. Retirement plan
Financial Statements
December 31, 1999 and 1998
Table of Contents
Report of Independent Public Accountants
Financial Statements
Statements of Net Assets Available for Plan Benefits, with
Fund Information, as of December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Plan
Benefits, with Fund Information, for the Years Ended
December 31, 1999 and 1998
Notes to Financial Statements
Schedule Supporting Financial Statements
Schedule I: Item 27(a)--Schedule of Assets Held for Investment
Purposes as of December 31, 1999
Report of Independent Public Accountants
To the Plan Administrator of the
Lands' End, Inc. Retirement Plan:
We have audited the accompanying statements of net assets
available for plan benefits, with fund information, of the Lands'
End, Inc. Retirement Plan (the "Plan") as of December 31, 1999
and 1998 and the related statements of changes in net assets
available for plan benefits, with fund information, for the years
then ended, as listed in the accompanying table of contents.
These financial statements and the supplemental schedule referred
to below are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial
statements and the supplemental schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan as of December 31, 1999
and 1998, and the changes in its net assets available for plan
benefits, with fund information, for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule, as listed in the accompanying table of
contents, is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund
information in the statements of net assets available for plan
benefits and the statements of changes in net assets available
for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of
each fund. The supplemental schedule and fund information have
been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.
By /s/ ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April 5, 2000.
Lands' End, Inc. Retirement Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
As of December 31, 1999
Fund Information
Fixed Lands' End, Participants'
Cash Income Balanced Equity Inc. Loan
Equivalents Fund Fund Funds Stock Fund Fund Total
Investments, at Fair Value:
American Express Trust U.S.
Government Securities Fund II $2,707,157 $ - $ - $ - $ - $ - $ 2,707,157
AXP Federal Income Fund, Inc. - 12,228,626 - - - - 12,228,626
AXP Mutual Fund - - 25,238,433 - - - 25,238,433
American Express Trust Equity
Index Fund I - - - 10,232,315 - - 10,232,315
AXP New Dimensions Fund, Inc. - - - 88,932,200 - - 88,932,200
Templeton Foreign Fund - - - 2,647,566 - - 2,647,566
Lands' End, Inc. Stock Fund - - - - 1,277,717 - 1,277,717
Total investments 2,707,157 12,228,626 25,238,433 101,812,081 1,277,717 - 143,264,014
Loans to Participants - - - - - 2,512,814 2,512,814
Employer Contribution Receivable 64,181 397,002 390,021 1,277,857 83,602 - 2,212,663
Net Assets Available for Plan
Benefits $2,771,338 $12,625,628 $25,628,454 $103,089,938 $1,361,319 $2,512,814 $147,989,491
The accompanying notes to financial statements are an integral part of this statement.
Lands' End, Inc. Retirement Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
As of December 31, 1998
Fund Information
Fixed Lands' End, Participants'
Cash Income Balanced Equity Inc. Loan
Equivalents Fund Fund Funds Stock Fund Fund Total
Investments, at Fair Value:
American Express Trust U.S.
Government Securities Fund II $2,694,724 $ - $ - $ - $ - $ - $ 2,694,724
AXP Federal Income Fund, Inc. - 13,285,138 - - - - 13,285,138
AXP Mutual Fund - - 22,870,241 - - - 22,870,241
American Express Trust Equity
Index Fund I - - - 6,930,206 - - 6,930,206
AXP New Dimensions Fund, Inc. - - - 63,830,368 - - 63,830,368
Templeton Foreign Fund - - - 1,314,479 - - 1,314,479
Lands' End, Inc. Stock Fund - - - - 744,480 - 744,480
Total investments 2,694,724 13,285,138 22,870,241 72,075,053 744,480 - 111,669,636
Loans to Participants - - - - - 2,444,753 2,444,753
Employer Contribution Receivable 54,245 413,199 422,895 1,211,225 71,155 - 2,172,719
Net Assets Available for Plan
Benefits $2,748,969 $13,698,337 $23,293,136 $73,286,278 $815,635 $2,444,753 $116,287,108
The accompanying notes to financial statements are an integral part of this statement.
Lands' End, Inc. Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
For the Year Ended December 31, 1999
Fund Information
Fixed Lands' End, Participants'
Cash Income Balanced Equity Inc. Loan
Equivalents Fund Fund Funds Stock Fund Fund Total
Additions to Net Assets
Attributed to:
Investment Income-
Net (Depreciation) Appreciation
in Fair Value of Investments $ - $ (740,409) $ (601,664) $ 18,170,356 $ 195,949 $ - $ 17,024,232
Interest and Dividend Income 120,852 920,418 2,364,302 5,248,317 5,869 - 8,659,758
Total Investment Income 120,852 180,009 1,762,638 23,418,673 201,818 - 25,683,990
Contributions-
Employer Contributions-
Matching 63,716 289,426 538,881 1,703,459 105,741 - 2,701,223
Profit Sharing 64,181 397,002 390,021 1,277,857 83,602 - 2,212,663
Participants' Contributions 168,167 739,378 1,441,960 4,946,160 316,722 - 7,612,387
Rollovers 37,382 62,719 85,369 211,516 - - 396,986
Total Contributions 333,446 1,488,525 2,456,231 8,138,992 506,065 - 12,923,259
Total Additions 454,298 1,668,534 4,218,869 31,557,665 707,883 - 38,607,249
Benefits Paid to Participants (672,144) (1,162,116) (920,658) (3,871,455) (90,062) (188,431) (6,904,866)
Fund Transfers 244,591 (1,551,546) (912,212) 2,288,333 (69,166) - -
Loans Issued to Participants (9,749) (116,400) (188,216) (618,267) (21,161) 953,793 -
Loan Principal Repayments 5,373 88,819 137,535 447,384 18,190 (697,301) -
Net Increase 22,369 (1,072,709) 2,335,318 29,803,660 545,684 68,061 31,702,383
Net Assets Available for
Plan Benefits:
Beginning of Year 2,748,969 13,698,337 23,293,136 73,286,278 815,635 2,444,753 116,287,108
End of Year $2,771,338 $12,625,628 $25,628,454 $103,089,938 $1,361,319 $2,512,814 $147,989,491
The accompanying notes to financial statements are an integral part of this statement.
Lands' End, Inc. Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
For the Year Ended December 31, 1998
Fund Information
Fixed Lands' End, Participants'
Cash Income Balanced Equity Inc. Loan
Equivalents Fund Fund Funds Stock Fund Fund Total
Additions to Net Assets
Attributed to:
Investment Income-
Net (Depreciation) Appreciation
in Fair Value of Investments $ - $ (56,134) $(1,199,768) $11,049,494 $(108,510) $ - $ 9,685,082
Interest and Dividend Income 70,178 864,525 3,131,860 3,951,002 4,076 - 8,021,641
Total Investment Income 70,178 808,391 1,932,092 15,000,496 (104,434) - 17,706,723
Contributions-
Employer Contributions-
Matching 44,659 308,686 570,906 1,569,884 85,005 - 2,579,140
Profit Sharing 54,245 413,199 422,895 1,211,225 71,155 - 2,172,719
Participants' Contributions 119,354 758,351 1,502,553 4,430,020 258,735 - 7,069,013
Rollovers 20,475 177,198 110,385 288,537 - - 596,595
Total Contributions 238,733 1,657,434 2,606,739 7,499,666 414,895 - 12,417,467
Total Additions 308,911 2,465,825 4,538,831 22,500,162 310,461 - 30,124,190
Benefits Paid to Participants (34,660) (486,693) (788,627) (1,580,890) (16,368) (86,522) (2,993,760)
Fund Transfers 1,778,668 614,716 (1,554,623) (816,209) (22,552) - -
Loans Issued to Participants (8,867) (207,715) (333,321) (852,779) (15,878) 1,418,560 -
Loan Principal Repayments 2,216 65,084 101,502 282,575 9,866 (461,243) -
Net Increase 2,046,268 2,451,217 1,963,762 19,532,859 265,529 870,795 27,130,430
Net Assets Available for
Plan Benefits:
Beginning of Year 702,701 11,247,120 21,329,374 53,753,419 550,106 1,573,958 89,156,678
End of Year $2,748,969 $13,698,337 $23,293,136 $73,286,278 $ 815,635 $2,444,753 $116,287,108
The accompanying notes to financial statements are an integral part of this
statement.
Lands' End, Inc. Retirement Plan
Notes to Financial Statements
December 31, 1999 and 1998
(1) Description of the Plan-
The following description of the Lands' End, Inc. Retirement
Plan (the "Plan") is provided for general information purposes
only. More complete information regarding the Plan's
provisions may be found in the plan document.
The Plan is a defined contribution plan and covers
substantially all employees of Lands' End, Inc. (the
"Company") who are at least 19 years of age as of the end of
the Plan year and have completed both six months and 1,000
hours of eligible service. The Plan is sponsored and
administered by the Company. The Plan is governed by the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").
Participants contribute to the Plan through salary reductions
in amounts not exceeding 15 percent of participants' eligible
compensation. Each participant's account is credited with the
participant's voluntary contributions, the allocation of the
Company contributions and Plan earnings in accordance with the
Plan agreement. The Plan provides for employer matching and
profit sharing contributions. Matching contributions are made
in amounts equal to 50 percent of participant contributions,
limited to three percent of participants' eligible
compensation. Profit sharing contributions are made at the
discretion of the Company's Board of Directors and are
allocated to each participant's account based on his or her
eligible compensation level (subject to certain Internal
Revenue Service limits) in relation to all participants'
compensation. Participants are fully vested in participant
and employer contributions at all times.
Participants have the ability to self-direct their funds. The
following are descriptions of the funds:
- American Express Trust U.S. Government Securities Fund II is
invested in U.S. Government and U.S. Agency securities and seeks
to provide maximum current income consistent with liquidity and
conservation of capital.
- AXP Federal Income Fund, Inc. is an income fund. This fund
is managed to help protect the participants' money from loss,
while seeking a consistent rate of return.
- AXP Mutual Fund is a balanced growth and income fund. This
fund focuses on securities of medium to large, well-established
companies that offer long-term capital appreciation and
consistent income from dividends and interest.
- American Express Trust Equity Index Fund I is an equity
fund. This fund is invested primarily in common stocks of the
Standard & Poor's (S&P) 500 Stock Index to achieve a rate of
return as close as possible to the S&P 500 Index.
- AXP New Dimensions Fund, Inc. is an equity growth fund.
Funds in this group seek capital growth, primarily from common
stocks. Income is not an investment objective.
- Templeton Foreign Fund is an international equity growth
fund. This fund seeks long-term capital growth through a
flexible policy of investing primarily in stocks of companies
located outside the United States.
- Lands' End, Inc. Stock Fund is a Company stock fund. This
fund seeks long-term capital growth from Lands' End, Inc. common
stock and money market investments. Income is not an investment
objective.
(2) Summary of Significant Accounting Policies-
Basis of Accounting-
The financial statements have been prepared on the accrual
basis of accounting.
Investments-
Investments are stated at fair market value as determined by
the custodian by reference to published market data.
Participant loans are stated at unpaid principal value.
Net Appreciation (Depreciation) in Fair Value of Investments-
Net realized and unrealized appreciation (depreciation) is
recorded in the accompanying statements of changes in net
assets available for plan benefits, with fund information as
net appreciation (depreciation) in fair value of investments.
Administrative Expenses-
All administrative expenses for the Plan were paid by the
Company, except certain mutual fund expenses that were netted
against participants' investment yield.
Accounting Estimates-
The preparation of financial statements required the use of
certain estimates by management in determining the Plan's
assets, revenues and expenses. Actual results could differ
from those estimates.
New Accounting Standard-
Effective December 31, 1999, the Plan adopted Statement of
Position 99-3, "Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure
Matters" ("SOP 99-3"). SOP 99-3 allows the option for the
Plan to continue to present participant-directed plan
investments by type in the statement of net assets available
for plan benefits or condense the participant-directed plan
investment on the statement of net assets available for plan
benefits with additional footnote disclosure then required.
The Plan has opted to continue to present participant-directed
plan investments by type.
(3) Funding Policy-
The Company's contributions to the Plan represent matching and
profit sharing contributions. Matching contributions are
deposited at specified intervals throughout the year. The
employer contribution receivable as of December 31, 1999 and
1998 represents the accrued profit sharing contribution for
the applicable year.
(4) Loans to Participants-
A participant may borrow the lesser of $50,000 or 50% of his
or her vested account balance with a minimum loan of $1,000.
Loans are repayable through payroll deductions over periods
ranging up to 120 months. The interest rate is determined by
the Plan administrator based on prevailing market conditions
and is fixed over the term of the note. Interest rates ranged
from 7% to 11% during both 1999 and 1998.
(5) Benefits Paid to Participants-
Benefits paid to participants represent the amounts paid to
participants who have terminated employment. The form of
payment is a lump-sum distribution. Amounts currently payable
to terminated participants included in net assets available
for plan benefits as of December 31, 1999 and 1998, were
$42,950 and $53,713, respectively.
(6) Income Tax Status-
The Plan has obtained a determination letter from the Internal
Revenue Service dated May 16, 1994, approving the Plan as
qualified for tax-exempt status. Plan amendments adopted
since the last tax determination letter will be included in
the Company's next filing. The Company's management believes
the Plan remains tax-exempt.
(7) Related Party Transactions-
The Plan periodically invests in common funds managed by the
current custodian, American Express Trust Company. Also, the
Plan invests in the Company's common stock. These
transactions are not considered prohibited transactions by
statutory exemption under ERISA regulations.
(8) Plan Termination-
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the
provisions of ERISA.
(9) Reconciliation to Form 5500-
The difference between net assets and benefits paid in both
the financial statements and the Plan's Form 5500 is due to benefit
claims payable to terminated participants. This difference as of
December 31, 1999 is summarized as follows:
1999 1998
Net Assets Per Form 5500 $147,946,541 $116,233,395
Benefit Claims Payable 42,950 53,713
Net Assets Per Statement of Net
Assets Available for Plan Benefits $147,989,491 $116,287,108
Benefits Paid to Participants Per
Form 5500 $6,915,629 $2,960,789
Change in Benefit Claims Payable (10,763) 32,971
Benefits Paid to Participants Per
Statement of Changes in Net Assets
Available for Plan Benefits $6,904,866 $2,993,760
SCHEDULE I
EI No. 36-2512786
Plan No. 001
Lands' End, Inc. Retirement Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1999
Description Cost Fair Value
American Express Trust U.S. Government
Securities Fund II (*) $ 2,707,157 $ 2,707,157
AXP Federal Income Fund, Inc. (*) 12,925,357 12,228,626
AXP Mutual Fund(*) 26,358,306 25,238,433
American Express Trust Equity Index
Fund I (*) 7,844,875 10,232,315
AXP New Dimensions Fund, Inc. (*) 56,326,221 88,932,200
Templeton Foreign Fund 2,331,766 2,647,566
Lands' End, Inc. Stock Fund (*) 1,086,261 1,277,717
Total Investments $109,579,943 $143,264,014
Loans to Participants (Interest Rates
Ranging From 7.0% - 11.0%) (*) $2,512,814 $2,512,814
(*) Represents a party in interest
The accompanying notes to financial statements are an integral part of
this schedule