SecProbe.io

January 2 4, 2014

Via E -mail
Mr. Edgar O. Huber
Chief Executive Officer
Lands’ End , Inc.
1 Lands’ End Lane
Dodgeville, Wisconsin 53595

Re: Lands’ End, Inc.
 Form 10-12B
Filed December 6, 2013
File No. 001 -09769

Dear Mr. Huber :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. We received your request for confidential treatment in regards to certain exhibits .  Please
note that any comments regarding the confidential treatment request will be delivered
under separate cover in con nection with our review of  the Form 10 .

2. We note your response regarding the financial advisor opinion .  When available, please
provide copies of the opinions delivered to the boards of directors.

Summary, page 1

3. We note your revised disclosure in response to comment 3 of our letter dated January 2,
2014.  Please supplementally provide us with a copy of the third party analysis of you r
customer file.

Edgar O. Huber
Lands’ End , Inc.
January 24, 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
40

4. We note your revised disclosure in response to comment 4 of our letter dated January 2,
2014 , including your belief that you will not requ ire a significant number of new
employees to perform transition services .  It is unclear if you plan to hire retail staff
formerly provided by Sears , for example in you r store -within -a store operations.  We note
the disclosure on page 20 indicating that the success of your retail segment is dependent
on those operations.  Please r evise to clarify to what extent it will be necessary to hire
employees for permanent roles in the company post spin -off.

Liquidity and Capital Resources, page  47

5. We note your revised disclosure in response to comment 8 of our letter dated January 2,
2014 and we  partially  reissue the comment .  Please revise to further address, in
approximate quantified terms, your historical sources of cash (including “from our pa rent
company”) , and as anticipated through the revolving credit facility  you are pursuing .  In
this regard, we also note your response to prior comment 16.

Financial Instruments with Off -Balance Sheet Risk, page 4 9

6. We note your revised disclosure in respo nse to comment 9 of our letter dated January 2,
2014 and we partially reissue the comment. We note your expectation that upon
completion of the separation, Sears Holdings “will terminate its support of the LC
Facility and that SRAC will no longer issue let ters of credit to secure the LC Facility.”
We further note that you anticipate Sears Holdings “will no longer cause letters of credit
to be issued for [y]our benefit” upon completion of the separation.  It is unclear why you
believe these events will not have a material impact.  Please revise or advise.  In this
regard, we note that the company is pursuing a revolving credit facility.  Please also
revise to discuss the implication(s) to the company if such pursuit is not successful.

Certain Relationships and Related Party Transactions, page 85

7. We note your response to prior comment 14.  Please further advi se us why you believe
the Call Center, Co -Location and other agreements are ordinary course.  For example,
advise us if you have s imilar agreements with other outlets.

Reasons for the Spinoff, page 90

8. We note your revised disclosure in response to comment 15 of our letter dated January 2,
2014 and we partially reissue the comment.  Please revise to discuss in  greater detail  the
“company’s anticipated operating performance and cash flow s, anticipated financial
covenants, anticipated business plans,” which the board revie wed as a basis for its
decision.

Edgar O. Huber
Lands’ End , Inc.
January 24, 2014
Page 3

Description of Our Capital Stock, page 99

9. We note your disclosure entitled Exclusive Forum  on page 100.  Please discuss the effect of
such provision on investors.   Given the lawsuits challenging the validity of choice of forum
provisions in certificates of incorporation, please also disclose that it is possible that a court
could rule that your provision is i napplicable or unenforceable.   Also include separate risk
factor disclosure discussing the risks attendant to the choice of forum provision included in
your amended and restated certificate of incorporation.

Financial Statements

Notes to Financial  Statements

Pro forma Financial Information

10. Upon finalization of the spin off and distribution, please confirm that you will include pro
forma earnings per share giving effect to the spin off for the required periods. In addition,
disclose the impact of any new agreements or modified agreements and any other
transactions, as a result of the spin -off.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securi ties Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they hav e made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

You may contact Jamie Kessel  at (202) 551 -3388  or Raj Rajan  at (202) 551 -3388  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Wilson at (202) 551 -6047  or James Lopez  at (202) 551 -3536  with any other
questions.

Edgar O. Huber
Lands’ End , Inc.
January 24, 2014
Page 4

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director