UNITED STATES
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, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For 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
Senior Vice President and
Chief Financial Officer
Date: June 28, 2001
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
Arthur Andersen LLP
Milwaukee, Wisconsin,
June 28, 2001
Lands' End, Inc. Retirement Plan
Financial Statements as of December 31, 2000 and 1999
Together with Report of Independent Public Accountants
Lands' End, Inc. Retirement Plan
Financial Statements
December 31, 2000 and 1999
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, 2000 and 1999
Statements of Changes in Net Assets Available for Plan Benefits, with
Fund Information, for the Years Ended December 31, 2000 and 1999
Notes to Financial Statements
Schedules Supporting Financial Statements
Schedule H, Line 4i: Schedule of Assets (Held at End of Year)
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 Lands' End, Inc. Retirement Plan (the
"Plan") as of December 31, 2000 and 1999 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 schedules referred to below are the
responsibility of the plan administrator. Our responsibility is to express an
opinion on these financial statements and the supplemental schedules based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audits 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, with fund
information, of the Plan as of December 31, 2000 and 1999, and the changes in
its net assets available for plan benefits, with fund information, for the
years then ended, in conformity with accounting principles generally accepted
in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, 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's 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.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Milwaukee, Wisconsin,
May 4, 2001
Lands' End, Inc. Retirement Plan
Statement Of Net Assets Available for Plan Benefits, with Fund Information
As of December 31, 2000
Fund Information
-----------------------------------------------------------------------------
Lands' End, Common/
Fixed Balanced Equity Inc. Stock Collective Participants
Income Fund Fund Funds Fund Trusts Loan Fund Total
Investments,
at Fair Value:
American Express Trust
U.S. Government
Securities Fund II $ - $ - $ - $ - $ 3,479,396 $ - $ 3,479,396
AXP Federal Income
Fund, Inc. 13,061,322 - - - - - 13,061,322
AXP Mutual Fund - 22,940,093 - - - - 22,940,093
American Express Trust
Equity Index Fund I - - - - 11,155,572 - 11,155,572
AET Small Cap Equity
Index II - - - - 785,048 - 785,048
AXP New Dimensions
Fund, Inc. - - 83,801,790 - - - 83,801,790
Templeton Foreign Fund - - 3,479,449 - - - 3,479,449
Lands' End, Inc.
Stock Fund - - - 1,346,676 - - 1,346,676
Total Investments 13,061,322 22,940,093 87,281,239 1,346,676 15,420,016 - 140,049,346
Loans to Participants - - - - - 2,523,082 2,523 082
Employer Contribution
Receivable 465,641 392,359 1,118,260 93,531 411,659 - 2,481,450
Net Assets Available
for Plan Benefits $13,526,963 $23,332,452 $88,399,499 $1,440,207 $15,831,675 $2,523,082 $145,053,878
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, 1999
Fund Information
-----------------------------------------------------------------------------
Lands' End, Common/
Fixed Balanced Equity Inc. Stock Collective Participants
Income Fund Fund Funds Fund Trusts Loan 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 12,228,626 25,238,433 91,579,766 1,277,717 12,939,472 - 143,264,014
Loans to Participants - - - - - 2,512,814 2,512,814
Employer Contribution
Receivable 397,002 390,021 1,041,162 83,602 300,876 - 2,212,663
Net Assets Available
for Plan Benefits $12,625,628 $25,628,454 $92,620,928 $1,361,319 $13,240,348 $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, 2000
Fund Information
-------------------------------------------------------------------------------
Lands' End, Common/
Fixed Balanced Equity Inc. Stock Collective Participants
Income Fund Fund Funds Fund Trusts Loan Fund Total
Additions (Deductions) to
Net Assets Attributed to:
Investment (Loss) Income-
Net (Depreciation) in Fair
Value of Investments $ (43,098)$ (3,436,077) $(17,255,055) $ (411,808) $(1,105,807) $ - $(22,251,845)
Interest and Dividend
Income 809,120 694,053 9,245,218 7,833 199,353 - 10,955,577
Total Investment (Loss)
Income 766,022 (2,742,024) (8,009,837) (403,975) (906,454) - (11,296,268)
Contributions-
Employer Contributions-
Matching 280,142 551,579 1,583,451 130,056 463,052 - 3,008,280
Profit Sharing 465,641 392,359 1,118,261 93,531 411,659 - 2,481,451
Participants' Contributions 706,003 1,482,166 4,563,746 390,701 1,374,105 - 8,516,721
Rollovers 32,198 44,720 193,687 - 191,036 - 461,641
Total Contributions 1,483,984 2,470,824 7,459,145 614,288 2,439,852 - 14,468,093
Total Additions (Deductions) 2,250,006 (271,200) (550,692) 210,313 1,533,398 - 3,171,825
Benefits Paid to Participants (600,139) (956,762) (3,351,603) (83,119) (1,003,257) (112,557) (6,107,438)
Fund Transfers (732,286) (1,078,870) (246,144) (53,585) 2,110,885 - -
Loans Issued to Participants (102,880) (158,418) (571,227) (24,290) (143,548) 1,000,362 -
Loan Principal Repayments 86,634 169,248 498,237 29,569 93,849 (877,537) -
Net Increase (Decrease) 901,335 (2,296,002) (4,221,429) 78,888 2,591,327 10,268 (2,935,613)
Net Assets Available
for Plan Benefits:
Beginning of Year 12,625,628 25,628,454 92,620,928 1,361,319 13,240,348 2,512,814 147,989,491
End of Year $13,526,963 $23,332,452 $88,399,499 $1,440,207 $15,831,675 $2,523,082 $145,053,878
The accompanying notes to financial statements are an integral part of these statements.
Lands' End, Inc. Retirement Plan
Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information
For the Year Ended December 31, 1999
Fund Information
------------------------------------------------------------------------------
Lands' End, Common/
Fixed Balanced Equity Inc. Stock Collective Participants
Income Fund Fund Funds Fund Trusts Loan Fund Total
Additions to Net Assets
Attributed to:
Investment Income-
Net Appreciation
(Depreciation)in Fair
Value of Investments $ (740,409) $ (601,664) $16,521,859 $ 195,949 $ 1,648,497 $ - $ 17,024,232
Interest and Dividend Income 920,418 2,364,302 5,248,317 5,869 120,852 - 8,659,758
Total Investment Income 180,009 1,762,638 21,770,176 201,818 1,769,349 - 25,683,990
Contributions-
Employer Contributions-
Matching 289,426 538,881 1,393,396 105,741 373,779 - 2,701,223
Profit Sharing 397,002 390,021 1,041,162 83,602 300,876 - 2,212,663
Participants' Contributions 739,378 1,441,960 3,985,698 316,722 1,128,629 - 7,612,387
Rollovers 62,719 85,369 167,056 - 81,842 - 396,986
Total Contributions 1,488,525 2,456,231 6,587,312 506,065 1,885,126 - 12,923,259
Total Additions 1,668,534 4,218,869 28,357,488 707,883 3,654,475 - 38,607,249
Benefits Paid to Participants (1,162,116) (920,658) (3,668,465) (90,062) (875,134) (188,431) (6,904,866)
Fund Transfers (1,551,546) (912,212) 1,963,606 (69,166) 569,318 - -
Loans Issued to Participants (116,400) (188,216) (547,813) (21,161) (80,203) 953,793 -
Loan Principal Repayments 88,819 137,535 447,384 18,190 5,373 (697,301) -
Net Increase (Decrease) (1,072,709) 2,335,318 26,552,200 545,684 3,273,829 68,061 31,702,383
Net Assets Available
for Plan Benefits:
Beginning of Year 13,698,337 23,293,136 66,068,728 815,635 9,966,519 2,444,753 116,287,108
End of Year $12,625,628 $25,628,454 $92,620,928 $1,361,319 $13,240,348 $2,512,814 $147,989,491
The accompanying notes to financial statements are an integral part of these statements.
Lands' End, Inc. Retirement Plan
Notes to Financial Statements
December 31, 2000 AND 1999
(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"). American
Express Trust Company serves as the Plan's Trustee.
Participants contribute to the Plan through salary reductions in amounts
not exceeding 15% 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 document. The Plan provides for
employer matching and profit sharing contributions. Matching
contributions are made in amounts equal to 50% of participant
contributions, limited to 3% 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 and common/collective trust 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. American Express manages this fund as a common/collective
trust fund.
- 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. American Express manages this fund as a
common/collective trust fund.
- American Express Trust Small Cap Equity Index II is a new fund in 2000
and is a collective fund. This fund is considered a growth style
investment option and is primarily invested in the Russell 2000 Index,
which measures the performance of the small-cap market. American
Express manages this fund as a common/collective trust fund.
- 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.
Valuation of Investments-
Investments are stated at fair market value as determined by the trustee
by reference to published market data. Participant loans are stated at
unpaid principal value.
Net Appreciation (Depreciation) in Fair Market 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 market value of investments.
Administrative Expenses-
All administrative expenses for the Plan are paid by the Company, except
certain mutual fund expenses that are 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.
Reclassification-
Certain reclassifications have been made to amounts reported in previous
years to conform to the current year's presentation.
(3) Investments-
The following presents investments that represent 5 percent or more of
the Plan's net assets:
December 31,
2000 1999
AXP Federal Income Fund, Inc. $ 13,061,322 $ 12,228,626
AXP Mutual Fund 22,940,093 25,238,433
American Express Trust Equity Index Fund 11,155,572 10,232,315
AXP New Dimensions Fund, Inc. 83,801,790 88,932,200
During 2000 and 1999, the Plan's investments (including investments
bought, sold and held during the year) (depreciated) appreciated in
value as follows:
2000 1999
Net (Depreciation) Appreciation on
Fair Value of Investments-
Mutual Funds $ (21,146,038) $ 15,375,734
Common/Collective Trusts (1,105,807) 1,648,498
$ (22,251,845) $ 17,024,232
(4) 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, 2000 and 1999, represents the accrued profit sharing
contribution for the applicable year.
(5) 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 7.0% to 10.5% during 2000 and 7.0% to 11.0%
during 1999.
(6) 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,
2000 and 1999, were $77,766 and $42,950, respectively.
(7) 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.
(8) Related Party Transactions-
The Plan periodically invests in common funds managed by the current
trustee, American Express Trust Company. Also, the Plan invests in the
Company's common stock. These transactions are included in the
supplemental schedule and are not considered prohibited transactions by
statutory exemptions under ERISA regulations.
(9) 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.
(10) 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, 2000 and
1999 is summarized as follows:
2000 1999
Net Assets Per Form 5500 $144,976,112 $147,946,541
Benefits Payable to Terminated
Participants 77,766 42,950
Net Assets Per Statement of Net
Assets Available for Plan Benefits $145,053,878 $147,989,491
Benefits Paid to participants per
Form 5500 $ 6,142,253 $ 6,915,629
Change in Benefits Payable to
Terminated Participants (34,815) (10,763)
Benefits Paid to Participants Per
Statement of Changes in Net Assets
Available for Plan Benefits $ 6,107,438 $ 6,904,866
SCHEDULE H
Lands' End, Inc. Retirement Plan
Line 4i: Schedule of Assets (Held at End of Year)
Description Cost Fair Value
American Express Trust U.S. Government
Securities Fund II (*) $ 3,479,396 $ 3,479,396
AXP Federal Income Fund, Inc. (*) 13,634,780 13,061,322
AXP Mutual Fund (*) 27,339,104 22,940,093
American Express Trust Equity
Index Fund I (*) 10,367,006 11,155,572
American Express Trust Small Cap
Equity Index II (*) 813,844 785,048
AXP New Dimensions Fund, Inc. (*) 72,400,781 83,801,790
Templeton Foreign Fund 3,348,965 3,479,449
Lands' End, Inc. Stock Fund (*) 1,667,353 1,346,676
Total Investments $ 133,051,229 $ 140,049,346
Loan to Participants (*) $ 2,523,082 $ 2,523,082
(*) Represents a party in interest
The accompanying notes to financial statements are an integral part of this
schedule.