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☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-1697231
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Two Folsom Street, San Francisco, California
|
|
94105
|
(Address of principal executive offices)
|
|
(Zip code)
|
Large accelerated filer
|
☑
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
•
|
the impact of the adoption of new accounting standards;
|
•
|
recognition of unrealized gains and losses from designated cash flow hedges into income;
|
•
|
the impact of the Tax Cuts and Jobs Act of 2017, including adjustments to our provisional estimates of the tax effects;
|
•
|
the impact of the potential settlement of outstanding tax matters;
|
•
|
the impact of losses due to indemnification obligations;
|
•
|
the outcome of proceedings, lawsuits, disputes, and claims;
|
•
|
investing in digital and customer capabilities to support growth;
|
•
|
increasing productivity by leveraging our scale and streamlining operations and processes throughout the organization;
|
•
|
continuing to integrate social and environmental sustainability into business practices;
|
•
|
attracting and retaining strong talent in our business and functions;
|
•
|
investing strategically while maintaining operating expense discipline and driving efficiency through productivity initiative;
|
•
|
continuing to transform our product to market process with development of a more efficient operating model;
|
•
|
continuing our investment in customer experience to drive higher customer engagement and loyalty;
|
•
|
continuing to invest in strengthening brand awareness, customer acquisition, and digital capabilities;
|
•
|
current cash balances and cash flows being sufficient to support our business operations, including growth initiatives and planned capital expenditures;
|
•
|
ability to supplement near-term liquidity, if necessary, with our $500 million revolving credit facility or other available market instruments;
|
•
|
the impact of the seasonality of our operations;
|
•
|
dividend payments in fiscal 2018; and
|
•
|
the impact of changes in internal control over financial reporting.
|
•
|
the risk that we or our franchisees will be unsuccessful in gauging apparel trends and changing consumer preferences;
|
•
|
the highly competitive nature of our business in the United States and internationally;
|
•
|
the risk that failure to maintain, enhance, and protect our brand image could have an adverse effect on our results of operations;
|
•
|
the risk that the failure to attract and retain key personnel, or effectively manage succession, could have an adverse impact on our results of operations;
|
•
|
the risk that our investments in customer, digital, and omni-channel shopping initiatives may not deliver the results we anticipate;
|
•
|
the risk that if we are unable to manage our inventory effectively, our gross margins will be adversely affected;
|
•
|
the risk that we are subject to data or other security breaches that may result in increased costs, violations of law, significant legal and financial exposure, and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation;
|
•
|
the risk that a failure of, or updates or changes to, our information technology (“IT”) systems may disrupt our operations;
|
•
|
the risk that trade matters could increase the cost or reduce the supply of apparel available to us and adversely affect our business, financial condition, and results of operations;
|
•
|
the risk that changes in the regulatory or administrative landscape could adversely affect our financial condition and results of operations;
|
•
|
the risks to our business, including our costs and supply chain, associated with global sourcing and manufacturing;
|
•
|
the risk that changes in global economic conditions or consumer spending patterns could adversely impact our results of operations;
|
•
|
the risks to our efforts to expand internationally, including our ability to operate in regions where we have less experience;
|
•
|
the risks to our reputation or operations associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct;
|
•
|
the risk that our franchisees’ operation of franchise stores is not directly within our control and could impair the value of our brands;
|
•
|
the risk that we or our franchisees will be unsuccessful in identifying, negotiating, and securing new store locations and renewing, modifying, or terminating leases for existing store locations effectively;
|
•
|
the risk that foreign currency exchange rate fluctuations could adversely impact our financial results;
|
•
|
the risk that comparable sales and margins will experience fluctuations;
|
•
|
the risk that changes in our credit profile or deterioration in market conditions may limit our access to the capital markets and adversely impact our financial position or our business initiatives;
|
•
|
the risk that natural disasters, public health crises, political crises, negative global climate patterns, or other catastrophic events could adversely affect our operations and financial results, or those of our franchisees or vendors;
|
•
|
the risk that reductions in income and cash flow from our credit card agreement related to our private label and co-branded credit cards could adversely affect our operating results and cash flows;
|
•
|
the risk that adoption of new accounting pronouncements will impact future results;
|
•
|
the risk that we do not repurchase some or all of the shares we anticipate purchasing pursuant to our repurchase program; and
|
•
|
the risk that we will not be successful in defending various proceedings, lawsuits, disputes, and claims.
|
|
|
Page
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
Item 1.
|
Financial Statements.
|
($ and shares in millions except par value)
|
August 4,
2018 |
|
February 3,
2018 |
|
July 29,
2017 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
1,322
|
|
|
$
|
1,783
|
|
|
$
|
1,609
|
|
Short-term investments
|
286
|
|
|
—
|
|
|
—
|
|
|||
Merchandise inventory
|
2,202
|
|
|
1,997
|
|
|
2,051
|
|
|||
Other current assets
|
780
|
|
|
788
|
|
|
598
|
|
|||
Total current assets
|
4,590
|
|
|
4,568
|
|
|
4,258
|
|
|||
Property and equipment, net of accumulated depreciation of $6,063, $5,962, and $6,002
|
2,832
|
|
|
2,805
|
|
|
2,643
|
|
|||
Other long-term assets
|
588
|
|
|
616
|
|
|
716
|
|
|||
Total assets
|
$
|
8,010
|
|
|
$
|
7,989
|
|
|
$
|
7,617
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
1,297
|
|
|
$
|
1,181
|
|
|
$
|
1,230
|
|
Accrued expenses and other current liabilities
|
1,026
|
|
|
1,270
|
|
|
1,062
|
|
|||
Income taxes payable
|
18
|
|
|
10
|
|
|
107
|
|
|||
Total current liabilities
|
2,341
|
|
|
2,461
|
|
|
2,399
|
|
|||
Long-term liabilities:
|
|
|
|
|
|
||||||
Long-term debt
|
1,249
|
|
|
1,249
|
|
|
1,248
|
|
|||
Lease incentives and other long-term liabilities
|
1,080
|
|
|
1,135
|
|
|
1,025
|
|
|||
Total long-term liabilities
|
2,329
|
|
|
2,384
|
|
|
2,273
|
|
|||
Commitments and contingencies (see Note 11)
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
||||||
Common stock $0.05 par value
|
|
|
|
|
|
||||||
Authorized 2,300 shares for all periods presented; Issued and Outstanding 385, 389, and 392 shares
|
19
|
|
|
19
|
|
|
20
|
|
|||
Additional paid-in capital
|
—
|
|
|
8
|
|
|
—
|
|
|||
Retained earnings
|
3,268
|
|
|
3,081
|
|
|
2,902
|
|
|||
Accumulated other comprehensive income
|
53
|
|
|
36
|
|
|
23
|
|
|||
Total stockholders’ equity
|
3,340
|
|
|
3,144
|
|
|
2,945
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
8,010
|
|
|
$
|
7,989
|
|
|
$
|
7,617
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ and shares in millions except per share amounts)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Net sales
|
$
|
4,085
|
|
|
$
|
3,799
|
|
|
$
|
7,868
|
|
|
$
|
7,239
|
|
Cost of goods sold and occupancy expenses
|
2,458
|
|
|
2,320
|
|
|
4,814
|
|
|
4,457
|
|
||||
Gross profit
|
1,627
|
|
|
1,479
|
|
|
3,054
|
|
|
2,782
|
|
||||
Operating expenses
|
1,229
|
|
|
1,028
|
|
|
2,427
|
|
|
2,077
|
|
||||
Operating income
|
398
|
|
|
451
|
|
|
627
|
|
|
705
|
|
||||
Interest expense
|
17
|
|
|
16
|
|
|
33
|
|
|
35
|
|
||||
Interest income
|
(7
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(7
|
)
|
||||
Income before income taxes
|
388
|
|
|
439
|
|
|
607
|
|
|
677
|
|
||||
Income taxes
|
91
|
|
|
168
|
|
|
146
|
|
|
263
|
|
||||
Net income
|
$
|
297
|
|
|
$
|
271
|
|
|
$
|
461
|
|
|
$
|
414
|
|
Weighted-average number of shares - basic
|
387
|
|
|
395
|
|
|
388
|
|
|
397
|
|
||||
Weighted-average number of shares - diluted
|
390
|
|
|
396
|
|
|
391
|
|
|
398
|
|
||||
Earnings per share - basic
|
$
|
0.77
|
|
|
$
|
0.69
|
|
|
$
|
1.19
|
|
|
$
|
1.04
|
|
Earnings per share - diluted
|
$
|
0.76
|
|
|
$
|
0.68
|
|
|
$
|
1.18
|
|
|
$
|
1.04
|
|
Cash dividends declared and paid per share
|
$
|
0.2425
|
|
|
$
|
0.23
|
|
|
$
|
0.485
|
|
|
$
|
0.46
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Net income
|
$
|
297
|
|
|
$
|
271
|
|
|
$
|
461
|
|
|
$
|
414
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation and other, net
|
(16
|
)
|
|
21
|
|
|
(23
|
)
|
|
17
|
|
||||
Change in fair value of derivative financial instruments, net of tax (tax benefit) of $3, $(12), $(3), and $(8)
|
18
|
|
|
(43
|
)
|
|
46
|
|
|
(43
|
)
|
||||
Reclassification adjustment for gains on derivative financial instruments, net of (tax) tax benefit of $-, $-, $9, and $(2)
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|
(5
|
)
|
||||
Other comprehensive income (loss), net of tax
|
2
|
|
|
(23
|
)
|
|
17
|
|
|
(31
|
)
|
||||
Comprehensive income
|
$
|
299
|
|
|
$
|
248
|
|
|
$
|
478
|
|
|
$
|
383
|
|
|
26 Weeks Ended
|
||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
461
|
|
|
$
|
414
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
280
|
|
|
279
|
|
||
Amortization of lease incentives
|
(29
|
)
|
|
(30
|
)
|
||
Share-based compensation
|
48
|
|
|
42
|
|
||
Non-cash and other items
|
12
|
|
|
13
|
|
||
Deferred income taxes
|
24
|
|
|
(27
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Merchandise inventory
|
(224
|
)
|
|
(203
|
)
|
||
Other current assets and other long-term assets
|
(46
|
)
|
|
(23
|
)
|
||
Accounts payable
|
104
|
|
|
(49
|
)
|
||
Accrued expenses and other current liabilities
|
(180
|
)
|
|
(111
|
)
|
||
Income taxes payable, net of prepaid and other tax-related items
|
62
|
|
|
160
|
|
||
Lease incentives and other long-term liabilities
|
34
|
|
|
21
|
|
||
Net cash provided by operating activities
|
546
|
|
|
486
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(326
|
)
|
|
(275
|
)
|
||
Insurance proceeds related to loss on property and equipment
|
—
|
|
|
59
|
|
||
Purchases of short-term investments
|
(322
|
)
|
|
—
|
|
||
Sales and maturities of short-term investments
|
36
|
|
|
—
|
|
||
Other
|
(6
|
)
|
|
—
|
|
||
Net cash used for investing activities
|
(618
|
)
|
|
(216
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments of current maturities of debt
|
—
|
|
|
(67
|
)
|
||
Proceeds from issuances under share-based compensation plans
|
33
|
|
|
14
|
|
||
Withholding tax payments related to vesting of stock units
|
(20
|
)
|
|
(14
|
)
|
||
Repurchases of common stock
|
(200
|
)
|
|
(200
|
)
|
||
Cash dividends paid
|
(188
|
)
|
|
(182
|
)
|
||
Other
|
(1
|
)
|
|
—
|
|
||
Net cash used for financing activities
|
(376
|
)
|
|
(449
|
)
|
||
Effect of foreign exchange rate fluctuations on cash, cash equivalents, and restricted cash
|
(11
|
)
|
|
8
|
|
||
Net decrease in cash, cash equivalents, and restricted cash
|
(459
|
)
|
|
(171
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
1,799
|
|
|
1,797
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
1,340
|
|
|
$
|
1,626
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest during the period
|
$
|
38
|
|
|
$
|
38
|
|
Cash paid for income taxes during the period, net of refunds
|
$
|
61
|
|
|
$
|
130
|
|
($ in millions)
|
August 4,
2018 |
|
February 3,
2018 |
|
July 29,
2017 |
||||||
Cash and cash equivalents
|
$
|
1,322
|
|
|
$
|
1,783
|
|
|
$
|
1,609
|
|
Restricted cash included in other current assets
|
—
|
|
|
1
|
|
|
1
|
|
|||
Restricted cash included in other long-term assets
|
18
|
|
|
15
|
|
|
16
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statement of Cash Flows
|
$
|
1,340
|
|
|
$
|
1,799
|
|
|
$
|
1,626
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
($ in millions)
|
August 4, 2018
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
481
|
|
|
$
|
21
|
|
|
$
|
460
|
|
|
$
|
—
|
|
Short-term investments
|
286
|
|
|
109
|
|
|
177
|
|
|
—
|
|
||||
Derivative financial instruments
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||
Deferred compensation plan assets
|
53
|
|
|
53
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
860
|
|
|
$
|
183
|
|
|
$
|
677
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
($ in millions)
|
February 3, 2018
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
527
|
|
|
$
|
37
|
|
|
$
|
490
|
|
|
$
|
—
|
|
Derivative financial instruments
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Deferred compensation plan assets
|
47
|
|
|
47
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
588
|
|
|
$
|
84
|
|
|
$
|
504
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
($ in millions)
|
July 29, 2017
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
555
|
|
|
$
|
96
|
|
|
$
|
459
|
|
|
$
|
—
|
|
Derivative financial instruments
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Deferred compensation plan assets
|
46
|
|
|
46
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
621
|
|
|
$
|
142
|
|
|
$
|
479
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
($ in millions)
|
August 4,
2018 |
|
February 3,
2018 |
|
July 29,
2017 |
||||||
Derivatives designated as cash flow hedges
|
$
|
1,052
|
|
|
$
|
745
|
|
|
$
|
1,146
|
|
Derivatives designated as net investment hedges
|
—
|
|
|
—
|
|
|
30
|
|
|||
Derivatives not designated as hedging instruments
|
646
|
|
|
577
|
|
|
616
|
|
|||
Total
|
$
|
1,698
|
|
|
$
|
1,322
|
|
|
$
|
1,792
|
|
($ in millions)
|
August 4,
2018 |
|
February 3,
2018 |
|
July 29,
2017 |
||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||||
Other current assets
|
$
|
19
|
|
|
$
|
11
|
|
|
$
|
10
|
|
Other long-term assets
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Accrued expenses and other current liabilities
|
$
|
3
|
|
|
$
|
32
|
|
|
$
|
26
|
|
Lease incentives and other long-term liabilities
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
|
|
|
|
|
||||||
Derivatives designated as net investment hedges:
|
|
|
|
|
|
||||||
Other current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other long-term assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses and other current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Lease incentives and other long-term liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Other current assets
|
$
|
14
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Other long-term assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses and other current liabilities
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
12
|
|
Lease incentives and other long-term liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total derivatives in an asset position
|
$
|
40
|
|
|
$
|
14
|
|
|
$
|
20
|
|
Total derivatives in a liability position
|
$
|
7
|
|
|
$
|
43
|
|
|
$
|
52
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in other comprehensive income
|
$
|
21
|
|
|
$
|
(55
|
)
|
|
$
|
43
|
|
|
$
|
(51
|
)
|
Gain reclassified into cost of goods sold and occupancy expenses
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
7
|
|
Gain (loss) reclassified into operating expenses
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
|
|
||||||||
Loss recognized in other comprehensive income
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Gain (loss) recognized in operating expenses
|
$
|
12
|
|
|
$
|
(11
|
)
|
|
$
|
24
|
|
|
$
|
(23
|
)
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ and shares in millions except average per share cost)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Number of shares repurchased (1)
|
3.2
|
|
|
4.5
|
|
|
6.4
|
|
|
8.7
|
|
||||
Total cost
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
200
|
|
|
$
|
200
|
|
Average per share cost including commissions
|
$
|
30.95
|
|
|
$
|
22.30
|
|
|
$
|
31.08
|
|
|
$
|
23.15
|
|
(1)
|
Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
|
($ in millions)
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Total
|
||||||
Balance at February 3, 2018
|
$
|
64
|
|
|
$
|
(28
|
)
|
|
$
|
36
|
|
13 Weeks Ended May 5, 2018:
|
|
|
|
|
|
||||||
Foreign currency translation and other, net
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Change in fair value of derivative financial instruments
|
—
|
|
|
28
|
|
|
28
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(7
|
)
|
|
22
|
|
|
15
|
|
|||
Balance at May 5, 2018
|
57
|
|
|
(6
|
)
|
|
51
|
|
|||
13 Weeks Ended August 4, 2018:
|
|
|
|
|
|
||||||
Foreign currency translation and other, net
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Change in fair value of derivative financial instruments
|
—
|
|
|
18
|
|
|
18
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
(16
|
)
|
|
18
|
|
|
2
|
|
|||
Balance at August 4, 2018
|
$
|
41
|
|
|
$
|
12
|
|
|
$
|
53
|
|
|
|
|
|
|
|
||||||
($ in millions)
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Total
|
||||||
Balance at January 28, 2017
|
$
|
29
|
|
|
$
|
25
|
|
|
$
|
54
|
|
13 Weeks Ended April 29, 2017:
|
|
|
|
|
|
||||||
Foreign currency translation and other, net
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Change in fair value of derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Other comprehensive loss, net of tax
|
(4
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|||
Balance at April 29, 2017
|
25
|
|
|
21
|
|
|
46
|
|
|||
13 Weeks Ended July 29, 2017:
|
|
|
|
|
|
||||||
Foreign currency translation and other, net
|
21
|
|
|
—
|
|
|
21
|
|
|||
Change in fair value of derivative financial instruments
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other comprehensive income (loss), net of tax
|
21
|
|
|
(44
|
)
|
|
(23
|
)
|
|||
Balance at July 29, 2017
|
$
|
46
|
|
|
$
|
(23
|
)
|
|
$
|
23
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Stock units
|
$
|
22
|
|
|
$
|
18
|
|
|
$
|
38
|
|
|
$
|
33
|
|
Stock options
|
4
|
|
|
3
|
|
|
8
|
|
|
7
|
|
||||
Employee stock purchase plan
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Share-based compensation expense
|
27
|
|
|
22
|
|
|
48
|
|
|
42
|
|
||||
Less: Income tax benefit
|
(6
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|
(16
|
)
|
||||
Share-based compensation expense, net of tax
|
$
|
21
|
|
|
$
|
14
|
|
|
$
|
36
|
|
|
$
|
26
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||
(shares in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||
Weighted-average number of shares - basic
|
387
|
|
|
395
|
|
|
388
|
|
|
397
|
|
Common stock equivalents
|
3
|
|
|
1
|
|
|
3
|
|
|
1
|
|
Weighted-average number of shares - diluted
|
390
|
|
|
396
|
|
|
391
|
|
|
398
|
|
($ in millions)
|
|
Old Navy Global
|
|
Gap Global
|
|
Banana
Republic Global
|
|
Other (3)
|
|
Total
|
|
Percentage of Net Sales
|
|||||||||||
13 Weeks Ended August 4, 2018 (1)
|
|
|
|
|
|
|
|||||||||||||||||
U.S. (2)
|
|
$
|
1,816
|
|
|
$
|
728
|
|
|
$
|
514
|
|
|
$
|
264
|
|
|
$
|
3,322
|
|
|
82
|
%
|
Canada
|
|
151
|
|
|
94
|
|
|
58
|
|
|
—
|
|
|
303
|
|
|
7
|
|
|||||
Europe
|
|
—
|
|
|
145
|
|
|
3
|
|
|
—
|
|
|
148
|
|
|
4
|
|
|||||
Asia
|
|
11
|
|
|
229
|
|
|
22
|
|
|
—
|
|
|
262
|
|
|
6
|
|
|||||
Other regions
|
|
14
|
|
|
29
|
|
|
7
|
|
|
—
|
|
|
50
|
|
|
1
|
|
|||||
Total
|
|
$
|
1,992
|
|
|
$
|
1,225
|
|
|
$
|
604
|
|
|
$
|
264
|
|
|
$
|
4,085
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
($ in millions)
|
|
Old Navy Global
|
|
Gap Global
|
|
Banana
Republic Global
|
|
Other (3)
|
|
Total
|
|
Percentage of Net Sales
|
|||||||||||
13 Weeks Ended July 29, 2017 (1)
|
|
|
|
|
|
|
|||||||||||||||||
U.S. (2)
|
|
$
|
1,596
|
|
|
$
|
719
|
|
|
$
|
492
|
|
|
$
|
231
|
|
|
$
|
3,038
|
|
|
80
|
%
|
Canada
|
|
133
|
|
|
91
|
|
|
54
|
|
|
—
|
|
|
278
|
|
|
7
|
|
|||||
Europe
|
|
—
|
|
|
148
|
|
|
3
|
|
|
—
|
|
|
151
|
|
|
4
|
|
|||||
Asia
|
|
12
|
|
|
252
|
|
|
24
|
|
|
—
|
|
|
288
|
|
|
8
|
|
|||||
Other regions
|
|
16
|
|
|
22
|
|
|
6
|
|
|
—
|
|
|
44
|
|
|
1
|
|
|||||
Total
|
|
$
|
1,757
|
|
|
$
|
1,232
|
|
|
$
|
579
|
|
|
$
|
231
|
|
|
$
|
3,799
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
($ in millions)
|
|
Old Navy Global
|
|
Gap Global
|
|
Banana
Republic Global
|
|
Other (3)
|
|
Total
|
|
Percentage of Net Sales
|
|||||||||||
26 Weeks Ended August 4, 2018 (1)
|
|
|
|
|
|
|
|||||||||||||||||
U.S. (2)
|
|
$
|
3,406
|
|
|
$
|
1,408
|
|
|
$
|
993
|
|
|
$
|
533
|
|
|
$
|
6,340
|
|
|
81
|
%
|
Canada
|
|
278
|
|
|
171
|
|
|
108
|
|
|
1
|
|
|
558
|
|
|
7
|
|
|||||
Europe
|
|
—
|
|
|
280
|
|
|
7
|
|
|
—
|
|
|
287
|
|
|
4
|
|
|||||
Asia
|
|
23
|
|
|
513
|
|
|
47
|
|
|
—
|
|
|
583
|
|
|
7
|
|
|||||
Other regions
|
|
30
|
|
|
57
|
|
|
13
|
|
|
—
|
|
|
100
|
|
|
1
|
|
|||||
Total
|
|
$
|
3,737
|
|
|
$
|
2,429
|
|
|
$
|
1,168
|
|
|
$
|
534
|
|
|
$
|
7,868
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
($ in millions)
|
|
Old Navy Global
|
|
Gap Global
|
|
Banana
Republic Global
|
|
Other (3)
|
|
Total
|
|
Percentage of Net Sales
|
|||||||||||
26 Weeks Ended July 29, 2017 (1)
|
|
|
|
|
|
|
|||||||||||||||||
U.S. (2)
|
|
$
|
3,022
|
|
|
$
|
1,387
|
|
|
$
|
929
|
|
|
$
|
433
|
|
|
$
|
5,771
|
|
|
80
|
%
|
Canada
|
|
244
|
|
|
168
|
|
|
99
|
|
|
1
|
|
|
512
|
|
|
7
|
|
|||||
Europe
|
|
—
|
|
|
281
|
|
|
7
|
|
|
—
|
|
|
288
|
|
|
4
|
|
|||||
Asia
|
|
21
|
|
|
502
|
|
|
48
|
|
|
—
|
|
|
571
|
|
|
8
|
|
|||||
Other regions
|
|
32
|
|
|
52
|
|
|
13
|
|
|
—
|
|
|
97
|
|
|
1
|
|
|||||
Total
|
|
$
|
3,319
|
|
|
$
|
2,390
|
|
|
$
|
1,096
|
|
|
$
|
434
|
|
|
$
|
7,239
|
|
|
100
|
%
|
(1)
|
Net sales for the thirteen and twenty-six weeks ended
August 4, 2018
reflect the adoption of the new revenue recognition standard, which resulted in an increase to net sales of
$139 million
and
$279 million
, respectively, for revenue sharing and reimbursements of loyalty program discounts associated with the Company's credit card programs, as well as breakage revenue for our gift cards and credit vouchers. Prior period amounts have not been restated and continue to be reported under accounting standards in effect for those periods.
|
(2)
|
U.S. includes the United States, Puerto Rico, and Guam.
|
(3)
|
Primarily consists of net sales for the Athleta and Intermix brands.
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Net sales for the
second quarter of fiscal 2018
increased 8 percent compared with the
second quarter of fiscal 2017
.
|
•
|
Comparable sales for the
second quarter of fiscal 2018
increased 2 percent compared with a 1 percent increase for the
second quarter of fiscal 2017
.
|
•
|
Gross profit for the
second quarter of fiscal 2018
was $1.6 billion compared with $1.5 billion for the
second quarter of fiscal 2017
. Gross margin for the
second quarter of fiscal 2018
was 39.8 percent compared with 38.9 percent for the
second quarter of fiscal 2017
.
|
•
|
Operating margin for the
second quarter of fiscal 2018
was
9.7 percent
compared with
11.9 percent
for the
second quarter of fiscal 2017
, which includes a gain on insurance proceeds of $64 million related to the fire that occurred at the Fishkill, New York Company-owned distribution center.
|
•
|
Net income for the
second quarter of fiscal 2018
was
$297 million
compared with
$271 million
for the
second quarter of fiscal 2017
.
|
•
|
Diluted earnings per share was
$0.76
for the
second quarter of fiscal 2018
compared with
$0.68
for the
second quarter of fiscal 2017
.
|
•
|
During the
first half of fiscal 2018
, we distributed
$388 million
to shareholders through share repurchases and dividends.
|
•
|
offering product that is consistently brand-appropriate and on-trend with high customer acceptance, with a focus on expanding our advantage in core businesses and loyalty categories;
|
•
|
investing in digital and customer capabilities to support growth;
|
•
|
creating a unique and differentiated converged retail shopping experience that attracts new customers and builds loyalty, with focus on both the physical and digital expressions of our brands;
|
•
|
increasing productivity by leveraging our scale and streamlining operations and processes throughout the organization;
|
•
|
continuing to integrate social and environmental sustainability into business practices to support long term growth; and
|
•
|
attracting and retaining strong talent in our businesses and functions.
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||
Old Navy Global
|
5
|
%
|
|
5
|
%
|
|
4
|
%
|
|
6
|
%
|
Gap Global
|
(5
|
)%
|
|
(1
|
)%
|
|
(5
|
)%
|
|
(2
|
)%
|
Banana Republic Global
|
2
|
%
|
|
(5
|
)%
|
|
2
|
%
|
|
(5
|
)%
|
The Gap, Inc.
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
|||||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
|||||||
Net sales per average square foot (1)
|
$
|
90
|
|
|
$
|
85
|
|
|
169
|
|
|
$
|
160
|
|
(1)
|
Excludes net sales associated with our online and franchise businesses. Online sales includes both sales through our online channels as well as ship-from-store sales.
|
|
February 3, 2018
|
|
26 Weeks Ended August 4, 2018
|
|
August 4, 2018
|
|||||||||
|
Number of
Store Locations
|
|
Number of
Stores Opened
|
|
Number of
Stores Closed
|
|
Number of
Store Locations
|
|
Square Footage
(in millions)
|
|||||
Old Navy North America
|
1,066
|
|
|
30
|
|
|
2
|
|
|
1,094
|
|
|
18.1
|
|
Old Navy Asia
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
0.2
|
|
Gap North America
|
810
|
|
|
4
|
|
|
14
|
|
|
800
|
|
|
8.2
|
|
Gap Asia
|
313
|
|
|
9
|
|
|
3
|
|
|
319
|
|
|
3.1
|
|
Gap Europe
|
155
|
|
|
5
|
|
|
5
|
|
|
155
|
|
|
1.3
|
|
Banana Republic North America
|
576
|
|
|
3
|
|
|
9
|
|
|
570
|
|
|
4.8
|
|
Banana Republic Asia
|
45
|
|
|
2
|
|
|
3
|
|
|
44
|
|
|
0.2
|
|
Athleta North America
|
148
|
|
|
7
|
|
|
1
|
|
|
154
|
|
|
0.6
|
|
Intermix North America
|
38
|
|
|
—
|
|
|
1
|
|
|
37
|
|
|
0.1
|
|
Company-operated stores total
|
3,165
|
|
|
60
|
|
|
38
|
|
|
3,187
|
|
|
36.6
|
|
Franchise
|
429
|
|
|
47
|
|
|
37
|
|
|
439
|
|
|
N/A
|
|
Total
|
3,594
|
|
|
107
|
|
|
75
|
|
|
3,626
|
|
|
36.6
|
|
Increase (decrease) over prior year
|
|
|
|
|
|
|
(0.4
|
)%
|
|
0.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||
|
January 28, 2017
|
|
26 Weeks Ended July 29, 2017
|
|
July 29, 2017
|
|||||||||
|
Number of
Store Locations
|
|
Number of
Stores Opened
|
|
Number of
Stores Closed
|
|
Number of
Store Locations
|
|
Square Footage
(in millions)
|
|||||
Old Navy North America
|
1,043
|
|
|
13
|
|
|
5
|
|
|
1,051
|
|
|
17.5
|
|
Old Navy Asia
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
0.2
|
|
Gap North America
|
844
|
|
|
3
|
|
|
13
|
|
|
834
|
|
|
8.6
|
|
Gap Asia
|
311
|
|
|
3
|
|
|
9
|
|
|
305
|
|
|
2.9
|
|
Gap Europe
|
164
|
|
|
—
|
|
|
5
|
|
|
159
|
|
|
1.4
|
|
Banana Republic North America
|
601
|
|
|
3
|
|
|
8
|
|
|
596
|
|
|
5.0
|
|
Banana Republic Asia
|
48
|
|
|
1
|
|
|
1
|
|
|
48
|
|
|
0.2
|
|
Banana Republic Europe
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Athleta North America
|
132
|
|
|
1
|
|
|
—
|
|
|
133
|
|
|
0.6
|
|
Intermix North America
|
43
|
|
|
—
|
|
|
3
|
|
|
40
|
|
|
0.1
|
|
Company-operated stores total
|
3,200
|
|
|
24
|
|
|
45
|
|
|
3,179
|
|
|
36.5
|
|
Franchise
|
459
|
|
|
22
|
|
|
18
|
|
|
463
|
|
|
N/A
|
|
Total
|
3,659
|
|
|
46
|
|
|
63
|
|
|
3,642
|
|
|
36.5
|
|
Decrease over prior year
|
|
|
|
|
|
|
(2.4
|
)%
|
|
(3.4
|
)%
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Cost of goods sold and occupancy expenses
|
$
|
2,458
|
|
|
$
|
2,320
|
|
|
$
|
4,814
|
|
|
$
|
4,457
|
|
Gross profit
|
$
|
1,627
|
|
|
$
|
1,479
|
|
|
$
|
3,054
|
|
|
$
|
2,782
|
|
Cost of goods sold and occupancy expenses as a percentage of net sales
|
60.2
|
%
|
|
61.1
|
%
|
|
61.2
|
%
|
|
61.6
|
%
|
||||
Gross margin
|
39.8
|
%
|
|
38.9
|
%
|
|
38.8
|
%
|
|
38.4
|
%
|
•
|
Cost of goods sold increased 0.3 percentage points as a percentage of net sales in the
second quarter of fiscal 2018
compared with the
second quarter of fiscal 2017
, primarily driven by lower product margin at Gap Global, and higher online shipping costs. This was partially offset by a favorable impact from presentation changes resulting from the adoption of the new revenue recognition standard.
|
•
|
Occupancy expenses decreased
1.2 percentage points as a percentage of net sales in the
second quarter of fiscal 2018
compared with the
second quarter of fiscal 2017
, primarily driven by presentation changes resulting from the adoption of the new revenue recognition standard, store closures, and an increase in online sales without a corresponding increase in occupancy expenses.
|
•
|
Cost of goods sold increased 0.8 percentage points as a percentage of net sales in the
first half of fiscal 2018
compared with the
first half of fiscal 2017
, primarily driven by higher online shipping costs, higher inventory write-offs at Gap Global, and lower product margin at Gap Global. This was partially offset by a favorable impact from presentation changes resulting from the adoption of the new revenue recognition standard.
|
•
|
Occupancy expenses decreased
1.2 percentage points as a percentage of net sales in the
first half of fiscal 2018
compared with the
first half of fiscal 2017
, primarily driven by presentation changes resulting from the adoption of the new revenue recognition standard, an increase in online sales without a corresponding increase in occupancy expenses, and store closures.
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Operating expenses
|
$
|
1,229
|
|
|
$
|
1,028
|
|
|
$
|
2,427
|
|
|
$
|
2,077
|
|
Operating expenses as a percentage of net sales
|
30.1
|
%
|
|
27.1
|
%
|
|
30.8
|
%
|
|
28.7
|
%
|
||||
Operating margin
|
9.7
|
%
|
|
11.9
|
%
|
|
8.0
|
%
|
|
9.7
|
%
|
•
|
presentation changes resulting from the adoption of the new revenue recognition standard;
|
•
|
a gain on insurance proceeds of $64 million in the
second quarter of fiscal 2017
related to the fire that occurred at the Fishkill, New York Company-owned distribution center; and
|
•
|
an increase in expenses related to payroll and benefits, primarily at stores and distribution centers due to increased volume.
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Interest expense
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
33
|
|
|
$
|
35
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Income taxes
|
$
|
91
|
|
|
$
|
168
|
|
|
$
|
146
|
|
|
$
|
263
|
|
Effective tax rate
|
23.5
|
%
|
|
38.3
|
%
|
|
24.1
|
%
|
|
38.8
|
%
|
•
|
an increase of $153 million related to accounts payable primarily due to the timing of inventory and lease payments;
|
•
|
an increase of $47 million in net income; partially offset by
|
•
|
a decrease of $98 million in income taxes payable primarily due to the federal statutory tax rate decrease; and
|
•
|
a decrease of $69 million related to accrued expenses and other current liabilities primarily due to higher bonus payout in fiscal 2018 compared with the bonus payout in fiscal 2017.
|
•
|
$286 million of net purchases of available-for-sale securities during fiscal 2018; and
|
•
|
$59 million of insurance proceeds allocated to the loss on property and equipment during the first half of fiscal 2017.
|
|
26 Weeks Ended
|
||||||
($ in millions)
|
August 4,
2018 |
|
July 29,
2017 |
||||
Net cash provided by operating activities
|
$
|
546
|
|
|
$
|
486
|
|
Less: Purchases of property and equipment
|
(326
|
)
|
|
(275
|
)
|
||
Add: Insurance proceeds related to loss on property and equipment
|
—
|
|
|
59
|
|
||
Free cash flow
|
$
|
220
|
|
|
$
|
270
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
|
Total
Number of
Shares
Purchased (1)
|
|
Average
Price Paid
Per Share
Including
Commissions
|
|
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
|
|
Maximum
Number (or
approximate
dollar amount) of
Shares that May
Yet be Purchased
Under the Plans
or Programs (2)
|
||||||
Month #1 (May 6 - June 2)
|
407,272
|
|
|
$
|
28.52
|
|
|
407,272
|
|
|
$
|
573
|
million
|
Month #2 (June 3 - July 7)
|
1,686,360
|
|
|
$
|
32.14
|
|
|
1,686,360
|
|
|
$
|
519
|
million
|
Month #3 (July 8 - August 4)
|
1,138,830
|
|
|
$
|
30.04
|
|
|
1,138,830
|
|
|
$
|
485
|
million
|
Total
|
3,232,462
|
|
|
$
|
30.95
|
|
|
3,232,462
|
|
|
|
(1)
|
Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
|
(2)
|
On February 25, 2016, we announced that the Board of Directors approved a $1 billion share repurchase authorization, which has no expiration date.
|
Item 6.
|
Exhibits.
|
10.1
|
|
Second Amended and Restated Revolving Credit Agreement dated May 31, 2018. (2).
|
10.2
|
|
Sixth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among the Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of May 22, 2018. (1) (2)
|
10.3
|
|
Agreement with Neil Fiske dated June 11, 2018. (2)
|
10.4
|
|
Agreement with Art Peck dated June 1, 2018, filed as Exhibit 10.1 to Registrant’s Form 8-K on June 4, 2018, Commission File No. 1-7562.
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2)
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2)
|
32.1
|
|
Certification of the Chief Executive Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
|
32.2
|
|
Certification of the Chief Financial Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
|
101
|
|
The following materials from The Gap, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 4, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements. (2)
|
(1)
|
Pursuant to a request for confidential treatment, confidential portions of this Exhibit have been redacted and have been filed separately with the Securities
|
(2)
|
Filed herewith.
|
(3)
|
Furnished herewith.
|
|
|
THE GAP, INC.
|
|
|
|
|
|
Date:
|
August 31, 2018
|
By
|
/s/ Arthur Peck
|
|
|
|
Arthur Peck
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
August 31, 2018
|
By
|
/s/ Teri List-Stoll
|
|
|
|
Teri List-Stoll
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
Second Amended and Restated Revolving Credit Agreement dated May 31, 2018. (2)
|
|
|
Sixth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among the Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of May 22, 2018. (1) (2)
|
|
|
Agreement with Neil Fiske dated June 11, 2018. (2)
|
|
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Agreement with Art Peck dated June 1, 2018, filed as Exhibit 10.1 to Registrant’s Form 8-K on June 4, 2018, Commission File No. 1-7562.
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2)
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Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2)
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Certification of the Chief Executive Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
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Certification of the Chief Financial Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)
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101
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The following materials from The Gap, Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 4, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements. (2)
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(1)
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Pursuant to a request for confidential treatment, confidential portions of this Exhibit have been redacted and have been filed separately with the Securities
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(2)
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Filed herewith.
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(3)
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Furnished herewith.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
Suppliers
Supplier name | Ticker |
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NIKE, Inc. | NKE |
Lululemon Athletica Inc. | LULU |
Deckers Outdoor Corporation | DECK |
Public Storage | PSA |
V.F. Corporation | VFC |
Avery Dennison Corporation | AVY |
Levi Strauss & Co. | LEVI |
Price
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Owner | Position | Direct Shares | Indirect Shares |
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