RELATED PARTY TRANSACTIONS

According to statements on form Schedule 13D filed with the SEC by ESL, ESL beneficially owned significant portions of both the Company's and Sears Holdings Corporation's outstanding shares of common stock. Therefore, Sears Holdings Corporation, the Company's former parent company, is considered a related party.

In connection with and subsequent to the Separation, the Company entered into various agreements with Sears Holdings which, among other things, (i) govern specified aspects of the Company's relationship following the Separation, especially with regards to the Lands’ End Shops at Sears, and (ii) establish terms pursuant to which subsidiaries of Sears Holdings Corporation are providing services to us.

See further descriptions of the transactions in the Company's 2015 Annual Report on Form 10-K and proxy statement filed with the SEC on April 1, 2016 . The components of the transactions between the Company and Sears Holdings, which exclude pass-through payments to third parties, are as follows:

Lands’ End Shops at Sears

Related party costs charged by Sears Holdings to the Company related to Lands’ End Shops at Sears are as follows:



	13 Weeks Ended				39 Weeks Ended
(in thousands, except for number of stores)	October 28, 2016		October 30, 2015		October 28, 2016		October 30, 2015
Rent, CAM and occupancy costs	$	6,165	$	6,167	$	18,707	$	19,049
Retail services, store labor	6,004		6,774		18,034		20,051
Financial services and payment processing	573		627		1,963		1,876
Supply chain costs	183		219		735		768
Total expenses	$	12,925	$	13,787	$	39,439	$	41,744
Number of Lands’ End Shops at Sears at period end	219		227		219		227

General Corporate Services

Related party costs charged by Sears Holdings to the Company for general corporate services are as follows:



	13 Weeks Ended				39 Weeks Ended
(in thousands)	October 28, 2016		October 30, 2015		October 28, 2016		October 30, 2015
Sourcing	$	4,941	$	3,632	$	7,979	$	7,670
Shop Your Way	596		751		1,670		2,007
Shared services	48		111		143		393
Total expenses	$	5,585	$	4,494	$	9,792	$	10,070

Sourcing

The Company contracts with a subsidiary of Sears Holdings to provide agreed upon buying agency services, on a non-exclusive basis, in foreign territories from where the Company purchases merchandise. These services, primarily based upon quantities purchased, include quality-control functions, regulatory compliance, product claims management and new vendor selection and setup assistance. During Second Quarter 2016 the Company entered into a new buying agency services agreement with a subsidiary of Sears Holding and terminated the agreement that was entered into at the time of the Separation. The new agreement provides for a higher commission rate and a higher annual commission minimum, as well as enhanced sourcing services, including for product development, costing analyses, vendor communications, vendor strategy and quality assurance. Certain of these amounts are capitalized into inventory and are expensed through cost of goods sold over the course of inventory turns and included in Cost of sales in the Condensed Consolidated Statements of Comprehensive Operations.

Use of Intellectual Property or Services

Related party revenue and costs charged by the Company to and from Sears Holdings for the use of intellectual property or services is as follows:



	13 Weeks Ended						39 Weeks Ended
(in thousands)	October 28, 2016			October 30, 2015			October 28, 2016			October 30, 2015
Call center services	$	492		$	674		$	1,459		$	1,343
Lands' End business outfitters revenue	333			323			1,307			1,043
Credit card revenue	265			300			776			868
Royalty income	56			60			182			183
Gift card (expense)	(7		)	(5		)	(20		)	(16		)
Total income	$	1,139		$	1,352		$	3,704		$	3,421

Call Center Services

The Company has entered into a contract with Sears Holdings Management Corporation, a subsidiary of Sears Holdings Corporation, to provide call center services in support of Sears Holdings’ SYW. This income is net of agreed upon costs directly attributable to the Company providing these services. The income is included in Net revenue and costs are included in Selling and administrative expenses in the Condensed Consolidated Statements of Operations. Total call center service income included in Net revenue was $2.0 million, $2.2 million, $5.8 million and $5.3 million for the Third Quarter 2016, Third Quarter 2015, Year to Date 2016 and Year to Date 2015, respectively.

Additional Balance Sheet Information

At October 28, 2016, October 30, 2015 and January 29, 2016 the Company included $4.6 million, $5.1 million and $3.9 million in Accounts receivable, net, respectively, and $3.8 million, $9.4 million and $2.7 million in Accounts payable, respectively, in the Condensed Consolidated Balance Sheets to reflect amounts due from and owed to Sears Holdings.

At October 28, 2016, October 30, 2015 and January 29, 2016 a $14.4 million, $13.5 million and $13.7 million receivable, respectively, was recorded by the Company in Other assets in the Condensed Consolidated Balance Sheets to reflect the indemnification by Sears Holdings Corporation of the pre-Separation UTBs (including penalties and interest) for which Sears Holdings Corporation is responsible under the Tax Sharing Agreement.