SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended October 31, 1998 or
[ ] 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 of Incorporation) (I.R.S. Employer
Identification No.)
One Harrison
San Francisco, California 94105
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 952-4400
_______________________
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.05 par value New York Stock Exchange, Inc.
(Title of class) Pacific Exchange, Inc.
(Name of each exchange where registered)
Securities registered pursuant to Section 12(g) of the Act: None
_______________________
Indicate by check mark whether 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 X No
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Common Stock, $0.05 par value, 380,597,122 shares as of November 27, 1998
GAP INC.
PART 1 CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
($000 and shares in thousands, except October 31, January 31, November 1,
par value) 1998 1998 1997
ASSETS
Current Assets:
Cash and equivalents $ 271,518 $ 913,169 $ 627,760
Merchandise inventory 1,374,916 733,174 980,531
Prepaid expenses and other current assets 195,013 184,604 154,670
Total Current Assets 1,841,447 1,830,947 1,762,961
Property and equipment, net 1,748,840 1,365,246 1,319,462
Lease rights and other assets 164,474 141,309 142,653
Total Assets $ 3,754,761 $ 3,337,502 $ 3,225,076
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term notes payable $ 526,428 $ 84,794 $ 115,245
Accounts payable 536,408 416,976 433,313
Accrued expenses 570,363 389,412 349,999
Income taxes payable 42,008 83,597 93,395
Deferred lease credits and other 12,351 16,769 15,170
current liabilities
Total Current Liabilities 1,687,558 991,548 1,007,122
Long-term Liabilities:
Long-term debt 496,352 496,044 495,941
Deferred lease credits and other 314,855 265,924 249,151
liabilities
Total Long-Term Liabilities 811,207 761,968 745,092
Shareholders' Equity:
Common stock $.05 par value
Authorized 1,500,000 shares
Issued 663,488; 659,884;
and 717,213 shares
Outstanding 570,049; 589,700;
and 592,744 shares 33,174 32,994 35,861
Additional paid-in capital 418,971 306,676 475,140
Retained earnings 2,845,441 2,392,750 2,196,647
Foreign currency translation adjustment (11,298) (15,230) (7,790)
Deferred compensation (35,874) (38,167) (43,908)
Treasury stock, at cost (1,994,418) (1,095,037) (1,183,088)
Total Shareholders' Equity 1,255,996 1,583,986 1,472,862
Total Liabilities and Shareholders' $ 3,754,761 $ 3,337,502 $ 3,225,076
Equity
See accompanying notes to condensed consolidated financial statements.
GAP INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Unaudited Thirteen Weeks Ended Thirty-nine Weeks Ended
($000 except per share amounts)
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
Net sales $ 2,399,948 $ 1,765,939 $ 6,024,630 $ 4,342,346
Costs and expenses
Cost of goods sold and 1,376,005 1,044,673 3,542,174 2,716,885
occupancy expenses
Operating expenses 636,745 453,977 1,659,017 1,118,350
Net interest (income)/expense 6,800 4,052 6,337 (2,145)
Earnings before income taxes 380,398 263,237 817,102 509,256
Income taxes 142,649 98,714 306,413 190,971
Net earnings $ 237,749 $ 164,523 $ 510,689 $ 318,285
Weighted average number of 571,318,832 591,855,020 579,080,645 597,898,512
shares - basic
Weighted average number of 597,431,414 613,436,672 605,073,243 617,202,378
shares - diluted
Earnings per share - basic $ 0.42 $ 0.28 $ 0.88 $ 0.53
Earnings per share - diluted $ 0.40 $ 0.27 $ 0.84 $ 0.52
Cash dividends per share $ 0.03 $ 0.03 $ 0.10 $ 0.10
See accompanying notes to condensed consolidated financial statements.
GAP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited ($000) Thirty-nine Weeks Ended
October 31, 1998 November 1, 1997
Cash Flows from Operating Activities:
Net earnings $510,689 $318,285
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization (a) 236,413 194,571
Tax benefit from exercise of stock options by
employees and from vesting of restricted stock 67,018 16,047
Change in operating assets and liabilities:
Merchandise inventory (641,672) (401,827)
Prepaid expenses and other (13,636) (32,789)
Accounts payable 120,690 81,647
Accrued expenses 179,922 67,138
Income taxes payable (41,742) 1,598
Deferred lease credits and other
long-term liabilities 37,404 52,462
Net cash provided by operating activities 455,086 297,132
Cash Flows from Investing Activities:
Net proceeds from maturity of short-term inve - 174,709
Net purchase of long-term investments - (2,939)
Net purchase of property and equipment (591,056) (352,745)
Acquisition of lease rights and other assets (20,474) (13,223)
Net cash used for investing activities (611,530) (194,198)
Cash Flows from Financing Activities:
Net increase in notes payable 438,393 73,031
Issuance of long-term debt - 495,890
Issuance of common stock 32,462 23,838
Purchase of treasury stock net of reissuances (899,382) (494,287)
Cash dividends paid (57,998) (59,990)
Net cash used for financing activities (486,525) 38,482
Effect of exchange rate changes on cash 1,318 700
Net decrease in cash and equivalents (641,651) 142,116
Cash and equivalents at beginning of year 913,169 485,644
Cash and equivalents at end of quarter $271,518 $627,760
See accompanying notes to condensed consolidated financial statements.
(a) Includes amortization of restricted stock, discounted stock options
and discount on long-term debt.
GAP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated balance sheets as of October 31, 1998 and
November 1, 1997 and the interim condensed consolidated statements of
earnings for the thirteen and thirty-nine weeks ended October 31, 1998
and November 1, 1997 and cash flows for the thirty-nine week periods
ended October 31, 1998 and November 1, 1997 have been prepared by the
Company, without audit. In the opinion of management, such statements
include all adjustments (which include only normal recurring adjustments)
considered necessary to present fairly the financial position, results of
operations and cash flows of the Company at October 31, 1998 and November
1, 1997, and for all periods presented.
Certain information and footnote disclosures normally included in the
annual financial statements prepared in accordance with generally
accepted accounting principles have been omitted from these interim
financial statements. It is suggested that these condensed consolidated
financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended January 31, 1998.
The condensed consolidated balance sheet as of January 31, 1998 was
derived from the Company's January 31, 1998 balance sheet included in the
1997 Annual Report.
The results of operations for the thirty-nine weeks ended October 31,
1998 are not necessarily indicative of the operating results that may be
expected for the year ending January 30, 1999.
2. THREE-FOR-TWO STOCK SPLIT
On October 28, 1998, the Company's Board of Directors authorized a three-
for-two split of its common stock effective November 30, 1998, in the
form of a stock dividend for shareholders of record at the close of
business on November 11, 1998. All share and per share amounts in the
accompanying consolidated financial statements for all periods have been
restated to reflect the stock split.
3. COMPREHENSIVE EARNINGS
During the first quarter of fiscal 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income.
This Statement requires that all components of comprehensive earnings be
reported in the financial statements. For the Company, other
comprehensive earnings includes only foreign currency translation
adjustments. Total comprehensive earnings for the thirteen and thirty-
nine weeks ended October 31, 1998 and November 1, 1997 were as follows
(in thousands):
Thirteen Thirteen Thirty-nine Thirty-nine
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
Net earnings $237,749 $164,523 $510,689 $318,285
Foreign currency
translation adjustments 5,682 (1,300) 3,932 (2,603)
Total comprehensive
earnings $243,431 $163,223 $514,621 $315,682
4. FINANCIAL INSTRUMENTS
The Company enters into foreign exchange contracts to reduce exposure to
foreign currency exchange risk. These contracts are primarily designated
and effective as hedges of commitments to purchase merchandise. The
market value gains and losses on these contracts are deferred and
recognized as part of the underlying cost to purchase the merchandise.
At the end of the third quarter, the Company held various put option
contracts to repurchase up to 1,650,000 shares of Gap stock. The
contracts have an exercise price of $40.00, with expiration dates
extending through January 1999.
5. EARNINGS PER SHARE
Under SFAS No. 128, the Company provides dual presentation of EPS on a
basic and diluted basis. The Company's granting of certain stock options
and restricted stock resulted in potential dilution of basic EPS. The
following summarizes the effects of the assumed issuance of dilutive
securities on weighted-average shares for basic EPS.
Thirteen Thirteen Thirty-nine Thirty-nine
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
Weighted-average number of
shares - basic 571,318,832 591,855,020 579,080,645 597,898,512
Incremental shares from
assumed issuance of:
Stock options 23,042,775 16,023,132 22,246,213 13,165,906
Restricted stock 3,069,807 5,558,520 3,746,385 6,137,960
Weighted-average number
of shares - diluted 597,431,414 613,436,672 605,073,243 617,202,378
The number of incremental shares from the assumed issuance of stock
options and restricted stock is calculated applying the treasury stock
method.
Excluded from the above computation of weighted-average shares for
diluted EPS were options to purchase 1,992,332 and 2,234,084 shares of
common stock during the thirteen and thirty-nine weeks ended October 31,
1998 respectively, and 41,378 and 297,846 shares during the thirteen and
thirty-nine weeks ended November 1, 1997, respectively. Issuance of
these securities would have resulted in an antidilutive effect on EPS.
6. NEW ACCOUNTING PRONOUNCEMENT
In June 1998 the Financial Accounting Standards Board issued Statements
of Financial Accounting Standard (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, which requires that all
derivative instruments be recorded on the balance sheet at fair value,
and that changes in the fair value of the derivative instruments be
recorded in net earnings or comprehensive earnings. SFAS 133 must be
adopted for fiscal years beginning after June 15, 1999, with earlier
adoption permitted. Management has determined that adoption of SFAS 133
will not have a material impact on the Company's consolidated financial
statements.
Deloitte &
Touche LLP
50 Fremont Street Telephone: (415) 247-4000
San Francisco, California 94105-2230 Facsimile: (415) 247-4329
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholders of
The Gap, Inc.:
We have reviewed the accompanying condensed consolidated balance sheets of The
Gap, Inc. and subsidiaries as of October 31, 1998 and November 1, 1997 and the
related condensed consolidated statements of earnings for the thirteen and
thirty-nine week periods ended October 31, 1998 and November 1, 1997 and
condensed consolidated statements of cash flows for the thirty-nine week
periods ended October 31, 1998 and November 1, 1997. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Gap, Inc. and subsidiaries as
of January 31, 1998, and the related consolidated statements of earnings,
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report dated February 27, 1998, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying consolidated balance
sheet as of January 31, 1998 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it was derived.
/s/ Deloitte & Touche LLP
November 10, 1998
Deloitte Touche
Tohmatsu
International
GAP INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information below contains certain forward-looking statements which reflect
the current view of Gap Inc. (the "Company") with respect to future events and
financial performance. Wherever used, the words "expect," "plan,"
"anticipate," "believe," and similar expressions identify forward-looking
statements.
Any such forward-looking statements are subject to risks and uncertainties that
could cause the Company's actual results of operations to differ materially
from historical results or current expectations. Some of these risks include,
without limitation, ongoing competitive pressures in the apparel industry,
risks associated with challenging international retail environments, changes
in the level of consumer spending or preferences in apparel, trade restrictions
and political or financial instability in countries where the Company's goods
are manufactured and/or disruption to operations from Year 2000 issues, and
other factors that may be described in the Company's Annual Report on Form 10-K
and/or other filings with the Securities and Exchange Commission. Future
economic and industry trends that could potentially impact revenues and
profitability remain difficult to predict.
It is suggested that this document be read in conjunction with the Management's
Discussion and Analysis included in the Company's 1997 Annual Report on Form
10-K.
The Company does not undertake to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that any
projected results expressed or implied therein will not be realized.
RESULTS OF OPERATIONS
Net Sales
Thirteen Weeks Ended Thirty-nine Weeks Ended
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
Net sales ($000) 2,399,948 1,765,939 6,024,630 4,342,346
Total net sales
growth percentage 36 28 39 20
Comparable store sales growth
percentage 13 9 16 4
Net sales per average square
foot ($) 138 123 366 319
Square footage of gross store
space at period end (000) 17,858 14,679
Fifty-two Fifty-two
Weeks Ended Weeks Ended
October 31, November 1,
1998 1997
Number of
New stores 285 281
Expanded stores 134 76
Closed stores 18 27
The increases in net sales for the third quarter and year-to-date 1998 over the
same periods last year were attributable to the increase in retail selling
space, both through the opening of new stores (net of stores closed) and the
expansion of existing stores, as well as to the increase in comparable store
sales.
The increases in net sales per average square foot were primarily attributable
to the increases in comparable store sales.
Cost of Goods Sold and Occupancy Expenses
Cost of goods sold and occupancy expenses as a percentage of net sales
decreased 1.9 and 3.8 percentage points in the third quarter and year-to-date
1998, respectively, from the same periods in 1997. The decreases were driven
by increased merchandise margins and decreased occupancy expenses as a
percentage of sales. The increase in merchandise margin for the quarter was
driven by higher initial merchandise markup and higher margins achieved on
marked-down goods.
For the year-to-date period, the increase in merchandise margin as a percentage
of net sales was due to a greater percentage of merchandise sold at regular
price and higher margins from marked-down goods.
For both the third quarter and year-to-date 1998, the decreases in occupancy
expenses as a percentage of net sales were primarily driven by leverage
achieved through the growth in comparable store sales and total sales growth.
As a general business practice, the Company reviews its inventory levels in
order to identify slow-moving merchandise and broken assortments (items no
longer in stock in a sufficient range of sizes) and uses markdowns to clear
merchandise. Such markdowns may have an adverse impact on earnings depending
upon the extent of the markdowns and amount of inventory affected.
Operating Expenses
Operating expenses as a percentage of net sales increased .8 and 1.8 percentage
points for the third quarter and year-to-date 1998, respectively, from the
comparable periods in 1997. The increases were driven by significantly higher
advertising/marketing costs as part of the Company's continued brand
development efforts. These were partially offset by decreased write-offs of
leasehold improvements and fixtures of certain stores, and leverage from
comparable store sales growth and total sales growth. A decrease in bonus as a
percentage of sales also positively affected the operating expense rate in the
quarter.
Net Interest Income/Expense
Net interest expense increased in the third quarter and year-to-date period
from the same periods last year, primarily due to an increase in average
borrowings.
Income Taxes
The effective tax rate was 37.5 percent for year-to-date 1998 and 1997.
LIQUIDITY AND CAPITAL RESOURCES
The following sets forth certain measures of the Company's liquidity:
Thirty-nine Weeks Ended
October 31, 1998 November 1, 1997
Cash provided by operating
activities ($000) 455,086 297,132
Working capital ($000) 153,889 755,839
Current ratio 1.09:1 1.75:1
For the thirty-nine weeks ended October 31, 1998, the increase in cash flows
provided by operating activities was primarily attributable to the increase in
net earnings and timing of certain payables, partially offset by purchases of
merchandise inventory.
The decreases in working capital and current ratio are primarily due to a
decrease in cash and increase in short-term borrowings. The Company issued
approximately $500 million in short-term commercial paper during the third
quarter to partially finance its increased capital expenditures and repurchases
of its common stock.
The Company funds inventory expenditures during normal and peak periods through
a combination of cash flows provided by operations and normal trade credit
arrangements. The Company's business follows a seasonal pattern, peaking over
a total of about ten to twelve weeks during the Back-to-School and Holiday
periods.
The Company has committed credit facilities totaling $950 million, consisting
of an $800 million, 364-day revolving credit facility, and a $150 million, 5-
year revolving credit facility through June 30, 2002. These credit facilities
provide for the issuance of up to $450 million in letters of credit. The
Company has additional uncommitted credit facilities of $450 million for the
issuance of letters of credit. At October 31, 1998, the Company had
outstanding letters of credit of approximately $575 million.
For the thirty-nine weeks ended October 31, 1998, capital expenditures, net of
construction allowances and dispositions, totaled approximately $599 million.
These expenditures resulted in a net increase in store space of approximately
2.5 million square feet due to the addition of 224 new stores, the expansion of
103 stores, and the remodeling of certain stores.
For 1998, the Company expects capital expenditures to exceed $750 million, net
of construction allowances. This represents the addition of 300 to 350 new
stores, the expansion of approximately 100 stores, the remodeling of certain
stores, as well as amounts for headquarters facilities, distribution centers,
equipment, and a catalog facility. The Company expects to fund these capital
expenditures with cash flows from operations and other sources of financing.
New stores are generally expected to be leased.
To further support its growth, the Company acquired land in 1998 in San Bruno
and San Francisco on which to construct additional headquarter facilities.
Construction commenced during the third quarter on the San Francisco property.
During 1997 the Company commenced construction on a distribution center for an
estimated cost at completion of $60 million. The majority of the expenditures
for this facility will be incurred this fiscal year and is thus included in the
projected capital expenditures above. The facility is expected to begin
operations in early 1999.
In October 1998, the Board of Directors approved a program under which the
Company may purchase up to 45 million shares of its common stock. This program
follows an earlier 67.5 million share repurchase program, under which the
Company acquired 23.8 million shares for approximately $910 million during
1998. To date under the earlier program 66.1 million shares have been
repurchased for approximately $1.7 billion. These amounts exclude
approximately 1.65 million shares subject for repurchase under outstanding put
option contracts. All share amounts reflect the three-for-two stock split
effective November 30, 1998 described in the Notes to Condensed Consolidated
Financial Statements (Note 2).
During 1998, the Company entered into various put option contracts in
connection with the share repurchase program to hedge against stock price
fluctuations. The Company also continued to enter into foreign exchange
forward contracts to reduce exposure to foreign currency exchange risk involved
in its commitments to purchase merchandise for foreign operations. Additional
information on these contracts and agreements is presented in the Notes to
Condensed Consolidated Financial Statements (Note 4).
YEAR 2000 ISSUE
The Year 2000 issue is primarily the result of computer programs using a two-
digit format, as opposed to four digits, to indicate the year. Such computer
systems will be unable to interpret dates beyond the year 1999, which could
cause a system failure or other computer errors, leading to a disruption in the
operation of such systems. In 1996, the Company established a project team to
coordinate existing Year 2000 activities and address remaining Year 2000
issues. The team has focused its efforts on three areas: (1) information
systems software and hardware; (2) facilities and distribution equipment; and
(3) third-party relationships.
The Program. The Company has adopted a five-phase Year 2000 program consisting
of: Phase I - identification and ranking of the components of the Company's
systems, equipment and suppliers that may be vulnerable to Year 2000 problems;
Phase II - assessment of items identified in Phase I; Phase III - remediation or
replacement of non-compliant systems and components and determination of
solutions for non-compliant suppliers; Phase IV - testing of systems and
components following remediation; and Phase V - developing contingency plans to
address the most reasonably likely worst case Year 2000 scenarios. The Company
has completed Phases I and II and continues to make progress according to plan
on Phases III, IV and V.
Information Systems Software and Hardware. The Company has completed Phase II
and has made substantial progress in Phase III. Phase IV testing is being
conducted concurrently with Phase III activities. The Company is on track to
complete remediation, testing and implementation of its individual information
systems by mid-1999.
Facilities and Distribution Equipment. The Company has completed Phase II and
is actively working on Phase III.
Third-Party Relationships. The Company has completed Phase II and is actively
working on Phase III.
Risks / Contingency Plans. Based on the assessment efforts to date, the
Company does not believe that the Year 2000 issue will have a material adverse
effect on its financial condition or results of operations. The Company
operates a large number of geographically dispersed stores and has a large
supplier base and believes that this will mitigate any adverse impact. The
Company's beliefs and expectations, however, are based on certain assumptions
and expectations that ultimately may prove to be inaccurate. The Company
believes that by the end of 1998, it will be able to fully determine its most
reasonably likely worst case scenarios. Potential sources of risk include (a)
the inability of principal suppliers to be Year 2000 ready, which could result
in delays in product deliveries from such suppliers, and (b) disruption of the
distribution channel, including ports, transportation vendors, and the
Company's own distribution centers as a result of a general failure of systems
and necessary infrastructure such as electricity supply. Phase V contingency
plan development is in process.
The Company does not expect the costs associated with its Year 2000 efforts to
be substantial. Approximately $30 million has been allocated to address the
Year 2000 issue, of which $10 million has been incurred through October 31,
1998. The Company's aggregate cost estimate does not include time and costs
that may be incurred by the Company as a result of the failure of any third
parties, including suppliers, to become Year 2000 ready or costs to implement
any contingency plans.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The market risk of the Company's financial instruments as of October
31, 1998 has not significantly changed since January 31, 1998. The market
risk profile on January 31, 1998 is disclosed in the Company's 1997 Annual
Report. The net change in unrealized losses since January 31, 1998 for the
Company's foreign exchange forward contracts and long-term debt was $13
million.
PART II
OTHER INFORMATION
Item 5. Other Information
On October 28, 1998, the Company's Board of Directors authorized a three-
for-two split of its common stock effective November 30, 1998. The
following selected financial data has been restated to reflect the stock
split.
1997 1996 1995 1994 1993
Fiscal Year 52 Weeks 52 Weeks 53 Weeks 52 Weeks 52 Weeks
Earnings Per Share - basic $0.90 $0.72 $0.57 $0.51 $0.41
Earnings Per Share - diluted $0.87 $0.71 $0.55 $0.49 $0.40
Weighted-Average Shares - basic 594,269,963 625,719,947 626,577,596 632,466,639 626,858,004
Weighted-Average Shares - diluted 615,301,137 640,900,830 641,628,773 647,429,741 643,406,853
Number of shares outstanding 589,699,542 617,663,996 647,432,964 651,441,371 653,619,276
net of treasury shares
Thirteen Thirteen Thirteen
Weeks Ended Weeks Ended Weeks Ended
Fiscal 1998 Quarter Ended May 2, 1998 August 1, 1998 October 31, 1998
Earnings Per Share - basic $0.23 $0.23 $0.42
Earnings Per Share - diluted $0.22 $0.22 $0.40
Weighted-Average Shares - basic 582,976,320 582,949,343 571,318,832
Weighted-Average Shares - diluted 607,500,656 609,708,908 597,431,414
Number of shares outstanding 589,081,187 582,405,242 570,048,782
net of treasury shares
Thirteen Thirteen Thirteen Thirteen
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
Fiscal 1997 Quarter Ended May 3, 1997 August 2, 1997 November 1, 1997 January 1, 1998
Earnings Per Share - basic $0.14 $0.12 $0.28 $0.37
Earnings Per Share - diluted $0.14 $0.11 $0.27 $0.36
Weighted-Average Shares - basic 604,205,309 597,621,705 591,855,020 583,357,655
Weighted-Average Shares - diluted 619,974,720 615,138,011 613,436,672 606,532,092
Number of shares outstanding 610,628,429 603,102,425 592,743,868 589,699,542
net of treasury shares
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
(10.1) Amendment Number 3 to the Registrant's 1996 Stock Option and
Award Plan
(10.2) Amendment Number 1 to the Registrant's Non-employee Director
Deferred Compensation Plan
(10.3) The Gap, Inc. Executive Deferred Compensation Plan
(10.4) Form of Nonqualified Stock Option Agreement for consultants
under Registrant's 1996 Stock Option and Award Plan
(10.5) Form of Nonqualified Stock Option Agreement for employees in
France under Registrant's 1996 Stock Option and Award Plan
(10.6) Form of Nonqualified Stock Option Agreement for
international employees under Registrant's 1996 Stock Option
and Award Plan
(10.7) Form of Nonqualified Stock Option Agreement for employees in
Japan under Registrant's 1996 Stock Option and Award Plan
(10.8) Form of stock option agreement for employees under the UK
Sub-plan to the U.S. Stock Option and Award Plan
(15) Letter re: Unaudited Interim Financial Information
(27) Financial Data Schedule
b) The Company did not file any reports on Form 8-K during the three
months ended October 31, 1998.
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: December 7, 1998 By /s/ Warren R. Hashagen
Warren R. Hashagen
Chief Financial Officer
(Principal financial officer
of the registrant)
Date: December 7, 1998 By /s/ Millard S. Drexler
Millard S. Drexler
President and Chief
Executive Officer
EXHIBIT INDEX
(10.1) Amendment Number 3 to the Registrant's 1996 Stock Option
and Award Plan
(10.2) Amendment Number 1 to the Registrant's Non-employee Director
Deferred Compensation Plan
(10.3) The Gap, Inc. Executive Deferred Compensation Plan
(10.4) Form of Nonqualified Stock Option Agreement for consultants
under Registrant's 1996 Stock Option and Award Plan.
(10.5) Form of Nonqualified Stock Option Agreement for employees in
France under Registrant's 1996 Stock Option and Award Plan.
(10.6) Form of Nonqualified Stock Option Agreement for
international employees under Registrant's 1996 Stock Option
and Award Plan.
(10.7) Form of Nonqualified Stock Option Agreement for
employees in Japan under Registrant's 1996 Stock Option and
Award Plan.
(10.8) Form of stock option agreement for employees under the
UK Sub-plan to the U.S. Stock Option and Award Plan
(15) Letter re: Unaudited Interim Financial
Information
(27) Financial Data Schedule