UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 29, 2017
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-7562
THE GAP, INC.
(Exact name of registrant as specified in its charter)
| 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) | |
Registrant’s telephone number, including area code: (415) 427-0100
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | þ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No þ
The number of shares of the registrant’s common stock outstanding as of May 26, 2017 was 395,759,031.
Explanatory Note
This Amendment No. 1 to The Gap, Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 29, 2017 is being filed as an exhibit-only filing solely to update Exhibit 10.1 in response to comments received from the staff of the Securities and Exchange Commission on a previously filed request for confidential treatment. No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Exhibit Index
| 10.1 | Fifth 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 April 7, 2017. (1) (2) | |
| 10.2 | Agreement for Post-Termination Benefits with Mark Breitbard dated June 2, 2017.** | |
| 10.3 | Agreement for Post-Termination Benefits with Paul Chapman dated June 2, 2017.** | |
| 10.4 | Agreement for Post-Termination Benefits with Sebastian DiGrande dated June 2, 2017.** | |
| 10.5 | Agreement for Post-Termination Benefits with Julie Gruber dated June 2, 2017.** | |
| 10.6 | Agreement for Post-Termination Benefits with Brent Hyder dated June 2, 2017.** | |
| 10.7 | Agreement for Post-Termination Benefits with Jeff Kirwan dated June 2, 2017.** | |
| 10.8 | Agreement for Post-Termination Benefits with Teri List-Stoll dated June 2, 2017.** | |
| 10.9 | Agreement for Post-Termination Benefits with Art Peck dated June 2, 2017.** | |
| 10.10 | Agreement for Post-Termination Benefits with Sonia Syngal dated June 2, 2017.** | |
| 10.11 | Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant’s Form 8-K on March 9, 2017, Commission File No. 1-7562. | |
| 10.12 | Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant’s Form 8-K on March 9, 2017, Commission File No. 1-7562. | |
| 10.13 | Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant’s Form 8-K on March 9, 2017, Commission File No. 1-7562. | |
| 10.14 | Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant’s Form 8-K on March 9, 2017, 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). | |
| 10.15 | Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant's Form 8-K on March 6, 2014, Commission File No. 1-7562. | |
| 10.16 | Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.5 to Registrant's Form 8-K on March 6, 2014. | |
| 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 April 29, 2017, 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.** | |
_____________________________
**Previously filed.
| (1) | Pursuant to a request for confidential treatment, confidential portions of this Exhibit have been redacted and have been filed separately with the Securities and Exchange Commission. |
(2) Filed herewith.
| (3) | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE GAP, INC. | |||
| Date: | August 24, 2017 | By | /s/ Arthur Peck |
| Arthur Peck | |||
| Chief Executive Officer | |||
| Date: | August 24, 2017 | By | /s/ Teri List-Stoll |
| Teri List-Stoll | |||
| Executive Vice President and Chief Financial Officer | |||
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Exhibit Index
| Fifth 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 April 7, 2017. (1) (2) | ||
| Agreement for Post-Termination Benefits with Mark Breitbard dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Paul Chapman dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Sebastian DiGrande dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Julie Gruber dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Brent Hyder dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Jeff Kirwan dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Teri List-Stoll dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Art Peck dated June 2, 2017.** | ||
| Agreement for Post-Termination Benefits with Sonia Syngal dated June 2, 2017.** | ||
| Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant’s Form 8-K on March 9, 2017, Commission File No. 1-7562. | ||
| Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant’s Form 8-K on March 9, 2017, Commission File No. 1-7562. | ||
| Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant’s Form 8-K on March 9, 2017, Commission File No. 1-7562. | ||
| Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant’s Form 8-K on March 9, 2017, Commission File No. 1-7562. | ||
| 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) | ||
| 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) | ||
| 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) | ||
| 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 April 29, 2017, 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. ** | |
_____________________________
| ** | Previously filed. |
| (1) | Pursuant to a request for confidential treatment, confidential portions of this Exhibit have been redacted and have been filed separately with the Securities and Exchange Commission. |
| (2) | Filed herewith. |
| (3) | Furnished herewith. |
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