RELATED PARTY TRANSACTIONS

According to statements on Schedule 13D filed with the SEC by ESL, ESL beneficially owns 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 First Quarter 2017, ESL purchased approximately $4.0 million of the Company's outstanding debt at a discount of approximately $1.0 million. Due to the related party relationship, this discount was considered a cancellation of debt under Section 108 of the Internal Revenue Code, triggering additional income tax payments for the Company. As of May 4, 2017, ESL had divested itself of all of the Company's outstanding debt to an unrelated third 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. Descriptions of these transactions are included in the Company's 2016 Annual Report on Form 10-K and proxy statement filed with the SEC on March 31, 2017.

In its annual report on Form 10-K for its fiscal year ended January 28, 2017, Sears Holdings disclosed that its historical operating results indicate substantial doubt exists related to its ability to continue as a going concern. Sears Holdings also disclosed it believes that actions it has taken in the last 12 months and expected benefits from actions to be taken in 2017 are probable to mitigate the substantial doubt raised by its historical operating results and therefore will satisfy its liquidity needs for the 12 months following the issuance of its financial statements.

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				26 Weeks Ended
(in thousands, except for number of stores)	July 28, 2017		July 29, 2016		July 28, 2017		July 29, 2016
Rent, CAM and occupancy costs	$	5,597	$	6,237	$	11,506	$	12,543
Retail services, store labor	5,594		6,084		11,142		12,029
Financial services and payment processing	676		671		1,148		1,390
Supply chain costs	200		236		391		551
Total expenses	$	12,067	$	13,228	$	24,187	$	26,513
Number of Lands’ End Shops at Sears at period end	204		224		204		224

General Corporate Services

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



	13 Weeks Ended				26 Weeks Ended
(in thousands)	July 28, 2017		July 29, 2016		July 28, 2017		July 29, 2016
Sourcing	$	2,682	$	1,666	$	5,080	$	3,038
Shop Your Way	321		612		697		1,074
Shared services	48		48		95		95
Total expenses	$	3,051	$	2,326	$	5,872	$	4,207

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						26 Weeks Ended
(in thousands)	July 28, 2017			July 29, 2016			July 28, 2017			July 29, 2016
Lands' End Business Outfitters revenue	$	271		$	426		$	542		$	974
Credit card revenue	221			266			433			511
Royalty income	86			94			114			126
Gift card (expense)	(7		)	(6		)	(13		)	(13		)
Total income	$	571		$	780		$	1,076		$	1,598

The Company is currently in negotiations to extend the contract under which it receives sourcing services and the contract governing its participation in the Shop Your Way program.

Call Center Services

The Company had entered into a contract with SHMC 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. The contract for call center services expired on April 30, 2017. Due to the contract expiration there was no call center service income for Second Quarter 2017. Total call center service income was $1.9 million, $1.2 million and $3.8 million for Second Quarter 2016, Year to Date 2017 and Year to Date 2016, respectively.

Additional Balance Sheet Information

At July 28, 2017, July 29, 2016 and January 27, 2017, the Company included $3.0 million, $3.7 million and $3.7 million in Accounts receivable, net, respectively, and $3.6 million, $3.2 million and $3.1 million in Accounts payable, respectively, in the Condensed Consolidated Balance Sheets to reflect amounts due from and owed to Sears Holdings.

At July 28, 2017, July 29, 2016 and January 27, 2017, an $11.8 million, $14.2 million and $11.4 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.