=========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 10-Q (Mark one) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarter Ended April 30, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ...... to ...... Commission file number 1-9769 LANDS' END, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2512786 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Lands' End Lane, Dodgeville, WI 53595 (Address of principal executive (Zip code) offices) Registrant's telephone number, 608-935-9341 including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock as of June 11, 1999: Common stock, $.01 par value 30,058,520 shares outstanding LANDS' END, INC. & SUBSIDIARIES INDEX TO FORM 10-Q Page PART I. FINANCIAL INFORMATION Number Item 1. Financial Statements Consolidated Statements of Operations for the Three Months Ended April 30, 1999, and May 1, 1998....................................... 3 Consolidated Balance Sheets at April 30, 1999, January 29, 1999, and May 1, 1998................. 4 Consolidated Statements of Cash Flows for the Three Months Ended April 30, 1999, and May 1, 1998....................................... 5 Notes to Consolidated Financial Statements........... 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................ 9-13 PART II. OTHER INFORMATION Item 1. Legal Proceedings.................................... 14 Item 4. Submission of Matters to a Vote of Security Holders.................................. 14 Item 6. Exhibits and Reports on Form 8-K..................... 14 Signature..................................................... 15 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements LANDS' END, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three months ended April 30, May 1, 1999 1998 (Unaudited) Net sales $289,609 $268,587 Cost of sales 164,175 143,847 Gross profit 125,434 124,740 Selling, general and administrative expenses 116,286 116,283 Reversal of non-recurring charge (1,323) - Income from operations 10,471 8,457 Other income (expense): Interest expense (609) (1,006) Interest income 2 1 Other 468 814 Total other income (expense), net (139) (191) Income before income taxes 10,332 8,266 Income tax provision 3,823 3,058 Net income $ 6,509 $ 5,208 Basic earnings per share $ 0.22 $ 0.17 Diluted earnings per share $ 0.21 $ 0.17 Basic weighted average shares outstanding 30,007 30,950 Diluted weighted average shares outstanding 30,488 31,346 The accompanying notes to consolidated financial statements are an integral part of these consolidated statements. 3 LANDS' END, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) April 30, Jan. 29, May 1, 1999 1999 1998 (unaudited) (audited) (unaudited) Assets Current assets: Cash and cash equivalents $ 6,179 $ 6,641 $ 5,485 Receivables, net 19,286 21,083 18,583 Inventory 192,311 219,686 265,958 Prepaid advertising 20,961 21,357 21,599 Other prepaid expenses 6,461 7,589 5,349 Deferred income tax benefits 17,947 17,947 12,613 Total current assets 263,145 294,303 329,587 Property, plant and equipment, at cost: Land and buildings 102,236 102,018 81,590 Fixtures and equipment 154,263 154,663 121,243 Leasehold improvements 4,774 5,475 5,541 Construction in progress - - 20,099 Total property, plant and equipment 261,273 262,156 228,473 Less-accumulated depreciation and amortization 106,002 101,570 88,639 Property, plant and equipment, net 155,271 160,586 139,834 Intangibles, net 925 1,030 938 Total assets $419,341 $455,919 $470,359 Liabilities and shareholders' investment Current liabilities: Lines of credit $ 47,878 $ 38,942 $110,229 Accounts payable 62,153 87,922 66,890 Reserve for returns 5,678 7,193 4,872 Accrued liabilities 43,079 54,392 26,152 Accrued profit sharing 319 2,256 263 Income taxes payable 1,662 14,578 4,794 Total current liabilities 160,769 205,283 213,200 Deferred income taxes 8,133 8,133 8,747 Shareholders' investment: Common stock, 40,221 shares issued 402 402 402 Donated capital 8,400 8,400 8,400 Additional paid-in capital 28,436 26,994 26,661 Deferred compensation (350) (394) (979) Accumulated other comprehensive income 1,257 2,003 747 Retained earnings 412,905 406,396 380,419 Treasury stock, 10,164, 10,317 and 9,259 shares at cost, respectively (200,611) (201,298) (167,238) Total shareholders' investment 250,439 242,503 248,412 Total liabilities and shareholders' investment $419,341 $455,919 $470,359 The accompanying notes to consolidated financial statements are an integral part of these consolidated balance sheets. 4 LANDS' END, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended April 30, May 1, 1999 1998 (unaudited) Cash flows from (used for) operating activities: Net income $ 6,509 $ 5,208 Adjustments to reconcile net income to net cash flows from operating activities- Reversal of non-recurring charge (1,323) - Depreciation and amortization 5,342 4,457 Deferred compensation expense 44 68 Loss on disposal of fixed assets 534 - Changes in current assets and liabilities excluding the effects of acquisitions and divestitures: Receivables, net 1,797 (3,140) Inventory 27,375 (24,804) Prepaid advertising 396 (3,086) Other prepaid expenses 1,128 (264) Accounts payable (25,769) (16,853) Reserve for returns (1,515) (1,256) Accrued liabilities (9,332) (8,965) Accrued profit sharing (1,937) (4,023) Income taxes payable (12,916) (15,683) Other (746) 76 Net cash flows used for operating activities (10,413) (68,265) Cash flows used for investing activities: Cash paid for capital additions (1,114) (10,728) Net cash flows used for investing activities (1,114) (10,728) Cash flows from (used for) financing activities: Proceeds from short-term debt 8,936 77,792 Exercise of stock options 1,442 348 Purchases of treasury stock (3,899) - Issuance of treasury stock 4,586 - Net cash flows from financing activities 11,065 78,140 Net decrease in cash and cash equivalents (462) (853) Beginning cash and cash equivalents 6,641 6,338 Ending cash and cash equivalents $ 6,179 $ 5,485 Supplemental cash flow disclosures: Interest paid $ 584 $ 1,006 Income taxes paid 14,987 18,135 The accompanying notes to consolidated financial statements are an integral part of these consolidated statements. 5 LANDS' END, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Interim financial statements The condensed consolidated financial statements included herein have been prepared by Lands' End, Inc. (the company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and in the opinion of management contain all adjustments (consisting primarily of normal recurring adjustments) necessary to present fairly the financial position. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the interim periods disclosed within this report are not necessarily indicative of future financial results. These consolidated financial statements are condensed and should be read in conjunction with the financial statements and the notes thereto included in the company's latest Annual Report on Form 10-K, which includes financial statements for the year ended January 29, 1999. 2. Reclassification Certain financial statement amounts have been reclassified to be consistent with the current presentation. 3. Accounting standards During the first quarter of fiscal 2000, the company adopted the American Institute of Certified Public Accountants Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." SOP 98-1 provides guidance on when costs of computer software developed or obtained for internal use should or should not be capitalized. The adoption of SOP 98-1 did not have a material impact on the company's financial statements. 4. Earnings per share The following table discloses the computation of the diluted earnings per share and the basic earnings per share. Three Months Ended (In thousands, except per share data) April 30, 1999 May 1, 1998 Net income $ 6,509 $ 5,208 Average shares of common stock outstanding 30,007 30,950 Incremental shares from assumed exercise of stock options 481 396 Diluted weighted average shares of common stock outstanding 30,488 31,346 Basic earnings per share $ 0.22 $ 0.17 Diluted earnings per share $ 0.21 $ 0.17 6 LANDS' END, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Comprehensive income In accordance with Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," the following table presents the company's comprehensive income (in thousands): Three months ended April 30, 1999 May 1, 1998 Net income $ 6,509 $ 5,208 Change in cumulative translation adjustments, net (746) (128) Total comprehensive income $ 5,763 $ 5,080 6. Non-recurring charge and related reversal During fiscal year 1999, in connection with changes in executive management, the company announced a Plan designed to reduce administrative and operational costs stemming from duplicative responsibilities and certain non-profitable operations. This Plan included the reduction of staff positions, the closing of three outlet stores, the liquidation of the Willis & Geiger operations and the termination of a licensing agreement with MontBell Co. Ltd. A non-recurring charge of $12.6 million was recorded in fiscal 1999 related to these matters. Below is a summary of related costs for the quarter ended April 30, 1999. Balance Costs Charges Balance (In thousands) 1/29/99 Incurred Reversed 4/30/99 Severance costs $ 6,700 $(2,249) $ 0 $ 4,451 Asset impairments 3,199 (1,306) (840) 1,053 Facility exit costs and other 2,590 (1,530) (483) 577 Total $12,489 $(5,085) $(1,323) $ 6,081 During the quarter ended April 30, 1999, the company executed the Plan and incurred costs totaling $5.1 million. In addition, there was a reversal of $1.3 million of the reserves recorded in fiscal 1999. Those included $0.8 million for better than expected lease termination settlements related to two store closings, and $0.5 million for better than anticipated sell- through of Willis & Geiger inventory liquidations. Based on these two factors, there was an addition to net income of $0.8 million, or $0.03 per share in the quarter. 7. Segment disclosure The company organizes and manages its three business segments (core, specialty and international) based on type of catalog, which focuses on specific customer needs and markets served. Certain catalogs are combined for purposes of assessing financial performance. The company evaluates the performance of its business segments based on operating profit. 7 LANDS' END, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The core segment consist of adult apparel in the regular monthly and prospecting catalogs, Beyond Buttondowns catalog, and First Person Singular catalog. The specialty segment includes Kids, Corporate Sales, Coming Home and Willis & Geiger catalogs. The international segment is composed of foreign-based operations in Japan, the United Kingdom, and Germany. Segment sales represent sales to external parties. Sales from the Internet, export sales shipped from the United States, and liquidation sales are included in the respective business segments. Segment operating profit is revenue less direct and allocable operating expenses, which includes interest expense and interest income. Segment identifiable assets are those that are directly used in or identified with segment operations. "Other" includes corporate expenses, intercompany eliminations, and other income and deduction items that are not allocated to segments. Pertinent financial data by operating segment for the quarters ended April 30, 1999, and May 1, 1998 are as follows (in thousands): Quarter ended April 30, 1999 Inter- Consoli- Core Specialty national Other dated Net sales $172,324 $ 84,787 $ 29,269 $3,229 $289,609 Operating profit (loss) (1) 3,274 7,084 (3,103) 3,077 10,332 Identifiable assets 237,913 117,181 64,247 - 419,341 Depreciation and amortization 3,180 1,567 595 - 5,342 Capital expenditures 634 313 167 - 1,114 Interest expense 276 136 197 - 609 Interest income $ 1 $ 1 $ - $ - $ 2 Quarter ended May 1, 1998 Inter- Consoli- Core Specialty national Other dated Net sales $167,561 $ 67,249 $30,943 $2,834 $268,587 Operating profit (loss) 5,173 2,863 (817) 1,047 8,266 Identifiable assets 289,387 118,201 62,771 - 470,359 Depreciation and amortization 2,860 1,168 429 - 4,457 Capital expenditures 5,081 2,076 3,571 - 10,728 Interest expense 433 177 396 - 1,006 Interest income $ 1 $ - $ - $ - $ 1 (1) Includes a reversal of non-recurring charges of $0.9 million and $0.4 million allocated to the specialty and core segments, respectively. 8 Item 2. Management's Discussion and Analysis Results of Operations Three Months Ended April 30, 1999, compared with Three Months Ended May 1, 1998 The company's net sales in the first quarter of fiscal 2000 increased 7.8 percent to $290 million from $269 million in the same quarter last year. Sales growth came primarily from increased liquidations, about half of which was from the liquidation of the Willis & Geiger business. In addition, the company's specialty business segment, represented by the Kids, Corporate Sales and Coming Home catalogs showed strong growth. Sales from the core business segment were slightly up as a result of higher sales from the Internet, the First Person Singular (women's tailored clothing) catalog and prospecting catalogs. This was mostly offset by continued weakness in the regular monthly catalog. International business segment sales were slightly down from the prior year. The majority of the Willis & Geiger inventory was liquidated in the first quarter. For the first five weeks of the second quarter of fiscal 2000, the sales trend excluding Willis & Geiger was about the same as seen in the first quarter. Gross profit in the quarter just ended was $125.4 million, or 43.3 percent of net sales, compared with $124.7 million, or 46.4 percent of net sales, in the first quarter of the prior year. The decrease in gross profit margin was due to higher sales of liquidated merchandise, especially in the Willis & Geiger business, and lower initial margins primarily associated with more aggressive price rollbacks. Liquidation of excess inventory was about 12 percent of net sales in the quarter just ended, compared with about 9 percent last year. For the first quarter this year, selling, general and administrative expenses were $116.3 million, the same as in the similar quarter last year. As a percentage of net sales, SG&A was 40.2 percent, compared with 43.3 percent in the same period last year. The decrease in the SG&A ratio was primarily due to greater catalog productivity, or sales per page, and to lower paper prices. Other factors affecting the SG&A ratio were improved net shipping costs and savings from last year's re-organization, partially offset by increased bonus and profit sharing expenses, due to a higher profit level in the quarter just ended. First quarter ending inventory was $192 million, down 28 percent from $266 million in the prior year. Although our fulfillment rate for the quarter was down from last year, we were able to ship 90 percent of items at the time of order placement. The company had about $48 million of short-term debt as of April 30, 1999, compared with $110 million at the same time last year. Net income for the quarter just ended was $6.5 million, and diluted earnings per share were $0.21, compared with $5.2 million, or $0.17 per share, in the prior year. This year's first quarter includes an addition to net income (after-tax) of $0.8 million, or $0.03 per share, from the reversal of a portion of the non-recurring charge taken in the fourth quarter of last year. This reversal was mainly due to better-than- anticipated sell-through on Willis & Geiger liquidations and favorable lease terminations related to two store closings. 9 Seasonality of business The company's business is highly seasonal. Historically, a disproportionate amount of the company's net sales and a majority of its profits have been realized during the fourth quarter. If the company's sales were materially different from seasonal norms during the fourth quarter, the company's annual operating results could be materially affected. In addition, as the company continues to refine its marketing efforts by experimenting with the timing of its catalog mailings, quarter results may fluctuate. Accordingly, results for the individual quarters are not necessarily indicative of the results to be expected for the entire year. Liquidity and capital resources To date, the bulk of the company's working capital needs have been met through funds generated from operations and from short-term bank loans. The company's principal need for working capital has been to meet peak inventory requirements associated with its seasonal sales pattern. In addition, the company's resources have been used to purchase treasury stock and make asset additions. At April 30, 1999, the company had unsecured domestic credit facilities totaling $190 million, of which about $30 million had been used. The company also maintains foreign credit lines for use in foreign operations totaling the equivalent of approximately $51 million as of April 30, 1999, of which $18 million was used. Since fiscal 1990, the company's board of directors has authorized the company from time to time to purchase a total of 12.7 million shares of treasury stock. As of June 11, 1999, 11.6 million shares have been purchased, and there is a balance of 1.1 million shares available to the company. The company purchased 0.1 million shares of treasury stock during the quarter ended April 30, 1999. Capital expenditures for fiscal 2000 are currently planned to be about $21 million, of which about $1 million had been expended through April 30, 1999. Major projects to date as of April 30, 1999, pertained mainly to new computer hardware and software. The company believes that its cash flow from operations and borrowings under its current credit facilities will provide adequate resources to meet its treasury stock purchases, capital requirements and operational needs for the foreseeable future. Other matters Year 2000 The "Year 2000" issue refers to the possibility that some date-sensitive computer software will not correctly interpret "00" references, possibly resulting in processing errors or system failures. We do not manufacture or sell any products that could encounter Year 2000 problems. However, the Year 2000 issue could affect computers that we use for entering orders from customers, for monitoring business information such as customer lists and inventory positions, and for other business processes, as well as microprocessors embedded in equipment used in our warehouses and other facilities. In addition, the Year 2000 issue could affect third parties on which we depend, such as our product vendors and suppliers of telephone communications, credit card processing, Internet support, product shipment, 10 package delivery, catalog production and distribution, and other important services. Our facilities also depend on basic infrastructure items such as electricity and water utilities. Computer errors or failures in any of these areas have the potential to disrupt our business operations. We began to address the Year 2000 issue in 1996 and established a Year 2000 project office in 1997. The project office works with our information systems department and outside consultants to identify and assess the Year 2000 readiness of our internal computer systems and microprocessors and, where appropriate, to remediate and test them. The project office is also working with our buyers, quality assurance and other personnel to assess the readiness of our suppliers to deal with the Year 2000 issue. The principal activities of our Year 2000 project office are as follows: Internal Systems: Most of the software that is critical to our business runs on mainframe computers in a MVS operating environment, as well as on a few mid-range computers. Certain less important functions are performed on a mainframe computer in a VM operating environment. We have completed substantially all of the identification, assessment, remediation and unit testing efforts. A substantial amount of the mainframe remediation and unit testing work has been performed by a consulting firm. Another firm has completed its assessment and recommendation for integration testing, which is underway and is currently expected to be substantially complete by the third quarter of 1999. However, due to the less critical nature of certain operations performed in the VM environment, further remediation in that area, as well as related unit and integration testing, is expected to continue throughout 1999 on a selectively prioritized basis, and some of these functions may not be remediated. We completed an inventory and assessment of hardware and software associated with personal computers in 1998. We currently expect to complete remediation of these systems in mid-1999. We have also identified and assessed the microprocessors used in our warehouses and other facilities in the United States, Japan and the United Kingdom. We have not identified significant problems in this area and currently expect to complete remediation and testing by mid-1999. Suppliers: Our Year 2000 project office is working closely with other departments, including our merchandising, inventory and quality assurance staff, to track the Year 2000 readiness of our principal product vendors through written questionnaires, telephone calls and on-site visits. Among other things, we are evaluating the readiness of vendors' manufacturing processes and business operations and their ability to perform electronic data interchange with us. In addition, we are evaluating the vulnerability of vendors to possible interruption of the supply of key components of their products, such as fabric, buttons and zippers. Our evaluation of product vendors is focused on 44 suppliers that collectively account for more than 85 percent of our unit volume of product purchases. Out of that group, we currently believe that approximately 95 percent are making substantial progress and should continue to be monitored, while approximately 5 percent may experience problems that will need to be addressed further in contingency planning. In addition, we have successfully verified and tested electronic data interchange with all product vendors. 11 We have also identified approximately 120 suppliers of services and infrastructure items that are most important to our business operations. Each of these service providers has been assigned a business leader who is responsible for ensuring the Year 2000 assessment information is current as well as establishing contingency plans as needed. We currently believe that approximately 87 percent are making substantial progress, while 13 percent may experience Year 2000-related problems and merit increased monitoring and contingency planning. With respect to our most critical telecommunications, catalog production and delivery providers, we have had extensive contacts with them and received substantial information concerning their Year 2000 readiness, and have identified no significant problems that are likely to be encountered. We currently have less comfort regarding foreign suppliers and infrastructure issues, especially in Asia, than we do in the domestic environment. Foreign service suppliers are very important to our business because approximately 55 percent of our products are manufactured abroad. In many cases we are currently unable to assess the extent of Year 2000 problems that may be encountered. We continue to monitor these suppliers based on our business exposure in each country. Contingency Planning: Initial contingency plans were completed in March 1999. These plans address business critical processes and functions and third-party issues that may place our operations at risk. We expect to review and modify these contingency plans throughout 1999. Based on the activities of our Year 2000 project office, we currently expect that our most important computer systems will be able to function adequately into the next century. While some disruptions are likely to occur with internal systems and at least a few product vendors, we believe the most probable scenario is that there will not be a systemic failure of important services or infrastructure that will materially disrupt our operations as a whole. Moreover, in view of the strong seasonality of our business, any disruptions that do occur are likely to take place in the off-peak selling period following the 1999 holiday season. However, our expectations in this regard are forward-looking in nature and are necessarily subject to the many uncertainties that relate to the Year 2000 issue, especially as it affects our suppliers and other third parties over whom we have little or no control. If our remediation, supplier evaluation and contingency planning efforts are not successful, there could be a material adverse effect on our business, results of operations or financial condition. We currently believe that the greatest area of risk in this regard relates to foreign supply and infrastructure issues such as the ability to ship products produced in other countries. In addition, our sales volume could be adversely affected if widespread Year 2000 problems in our domestic or foreign markets were to result in a general slowdown of economic activity and consumer demand. Cost: The total cost of our Year 2000 efforts is expected to be about $21 million, which is being expensed as incurred except for about $1 million of hardware replacement costs that have been or will be capitalized. About $3.4 million of the total amount was incurred through the end of fiscal 1998 and approximately an additional $8.9 million in fiscal 1999. We currently expect a total amount of about $7.8 million of additional expenditures will be incurred in fiscal 2000, and about $1 million in fiscal 2001. Of the total cost of $7.8 million for fiscal 2000, roughly $2.5 million was incurred during the first quarter. The timing and amount of these future expenditures are forward-looking and subject to uncertainties relating to our ongoing assessment of the Year 2000 issue and 12 appropriate remediation efforts, contingency plans and responses to any problems that may arise. Our Year 2000 expenses have been paid out of our annual budgets for information services. Accordingly, other technology development projects have been delayed to the extent that resources have been devoted to the Year 2000 project. Market risk The company uses derivative financial instruments to manage its foreign currency exposures. The company does not hold or issue financial instruments for trading purposes. For information pertaining to foreign currency risk, reference is made to Item 7 of the Management's Discussion and Analysis of Consolidated Financial Statements in the company's fiscal year 1999 Annual Report on Form 10-K. There has been no material change in market risk exposures that affect the quantitative and qualitative disclosures presented as of January 29, 1999. 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings presently pending, except for routine litigation incidental to the business, to which Lands' End, Inc., is a party or of which any of its property is the subject. Items 2 and 3 are not applicable and have been omitted. Item 4. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders held on May 19, 1999, pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement dated April 19, 1999, the voting results were as follows: (a) Each of the three nominees (Gary C. Comer, David F. Dyer and David B. Heller) were elected to the Board of Directors as follows: Director's name Shares voted FOR Shares WITHHELD Gary C. Comer 26,461,442 79,119 David F. Dyer 26,467,874 72,687 David B. Heller 26,380,547 160,014 (b) An amendment to the company's stock option plan was approved (22,484,167 shares voted FOR; 1,651,339 shares voted AGAINST; and 121,608 shares ABSTAINED; and the broker non vote is 2,283,447 shares). (c) The appointment of Arthur Andersen LLP as independent public accountants for the company for the fiscal year ending January 28, 2000, was approved (26,495,693 shares voted FOR; 31,134 shares voted AGAINST; and 13,734 shares ABSTAINED). Item 5. is not applicable and has been omitted Item 6. Exhibits and Reports on Form 8-K (a) Exhibits There were no exhibits filed as part of this report: (b) Reports on Form 8-K The following reports were filed on Form 8-K during the three-month period ended April 30, 1999. 1. A report on Form 8-K was filed February 19, 1999, disclosing a non-recurring charge, and anticipated future annual savings. 2. A report on Form 8-K was filed April 8, 1999, pertaining to the company's results for its fourth quarter and fiscal year ended January 29, 1999, including its statements about goals for Internet sales, anticipated cost savings, possible circulation reductions and their anticipated effects on sales or profits. 14 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, its duly authorized officer and chief financial officer. LANDS' END, INC. Date: June 11, 1999 By /s/ STEPHEN A. ORUM Stephen A. Orum Executive Vice President, and Chief Financial Officer 15