þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | 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 | þ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
Emerging growth company | ☐ |
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.** |
(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. |
(3) | Furnished herewith. |
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 |
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. |
1. | THE FIFTH AMENDMENT TO THE AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT BY AND AMONG THE GAP, INC., OLD NAVY, LLC, GAP (PUERTO RICO), INC., GPS CONSUMER DIRECT, INC., OLD NAVY (APPAREL), LLC, AND OLD NAVY (ITM) INC. AND THE SYNCHRONY ENTITIES (THE “OLD NAVY CONTRACT”); |
2. | THE FIFTH AMENDMENT TO THE AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT BY AND AMONG THE GAP, INC., BANANA REPUBLIC, LLC, GAP (PUERTO RICO), INC., GPS CONSUMER DIRECT, INC., BANANA REPUBLIC (APPAREL), LLC, BANANA REPUBLIC (ITM) INC., AND THE SYNCHRONY ENTITIES (THE “BANANA REPUBLIC CONTRACT”); AND |
3. | THE THIRD AMENDMENT TO THE AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT BY AND AMONG THE GAP, INC., ATHLETA INC., ATHLETA LLC, ATHLETA (ITM) INC. AND GPS CONSUMER DIRECT, INC. AND THE SYNCHRONY ENTITIES (THE “ATHLETA CONTRACT”). |
1.1 | Agreement to Enable Cards to be Provisioned in Mobile Wallets. Pursuant to Section 2.07 the Agreement, the parties have agreed to allow the Credit Cards to be provisioned in, and certain transactions to be facilitated by, Mobile Wallets [***]. In connection therewith, Bank will monitor, and provide servicing for, provisioning and transaction requests by Cardholders. [***]. |
1.2 | Additional Agreements. In connection with the Credit Cards participating in Mobile Wallets, the parties have agreed as follows: |
2.6.1 | Paragraph F of Schedule 9.02(h)(ii) is deleted and replaced with the following: |
2.6.2 | Paragraph K of Schedule 9.02(h)(ii) is deleted and replaced with the following: |
BANK: SYNCHRONY BANK By: /s/ THOMAS M. QUINDLEN Name: THOMAS M. QUINDLEN Title: EVP RETAIL CARD | RETAILERS: THE GAP, INC. By: /s/ TERI LIST-STOLL Name: TERI LIST-STOLL Title: EVP & CFO |
GAP (PUERTO RICO), INC. By: /s/ TERI LIST-STOLL Name: TERI LIST-STOLL Title: EVP & CFO | |
BANK PARENT: SYNCHRONY FINANCIAL By: /s/ THOMAS M. QUINDLEN Name: THOMAS M. QUINDLEN Title: EVP & CEO RETAIL CARD | GPS CONSUMER DIRECT, INC. By: /s/ TERI LIST-STOLL Name: TERI LIST-STOLL Title: EVP & CFO GAP (APPAREL), LLC By: /s/ TERI LIST-STOLL Name: TERI LIST-STOLL Title: EVP & CFO |
GAP (ITM) INC. By: /s/ TERI LIST-STOLL Name: TERI LIST-STOLL Title: EVP & CFO |
2. | Delivery and Integration. |
• | Description of Plug-In Software: |
• | Description of Retailer Application: |
1. | Subject to the terms below, Bank shall target [***] (the "Targeted Approval Rates"): |
Equivalent Fico Range | Approval Requirement | ||
760 + | [***] | ||
700 - 759 | [***] | ||
660 - 699 | [***] |
2. | Monthly, the actual approval rates for Applicants will be measured [***] Targeted Approval Rates [***] over the preceding month, and Bank will promptly notify Retailers if any Targeted Approval Rate [***]. |
3. | For purposes of the Targeted Approval Rate [***], Credit Card Applications shall exclude the following: |
a. | Incomplete, suspected fraudulent, or duplicate Credit Card Applications; |
b. | Credit Card Applications from existing customers; |
c. | Credit Applications from pre-approval or quickscreen campaigns, |
d. | Credit Card applications from customers using a computer, Internet device, mobile-phone or other handheld electronic device not owned or operated by the retailer; |
e. | Credit Card Applications from customers not of legal age, debtors in bankruptcy proceedings, non-residents of the United States, No Bureau File found, applications that fail to meet the requirements of the Ability to Pay requirements of the CARD Act, or do not comply with Applicable Law; and |
f. | Applicants the Parties otherwise agreed in writing to exclude. |
4. | Bank will approve as many Applicants as prudently possible below [***]. |
5. | The Targeted Approval Rates may be adjusted annually as mutually agreed upon by the Program Execution Committee. |
6. | If Bank fails to satisfy a particular Targeted Approval Rate [***], such failure shall constitute a [***]. The remedy set forth in this schedule will be Company’s sole and exclusive remedy for [***] Targeted Approval Rate. |
1. | I have reviewed this quarterly report on Form 10-Q of The Gap, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 24, 2017 | |
/s/ Arthur Peck | ||
Arthur Peck | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of The Gap, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | August 24, 2017 | |
/s/ Teri List-Stoll | ||
Teri List-Stoll | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial Officer) |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | August 24, 2017 | |
/s/ Arthur Peck | ||
Arthur Peck | ||
Chief Executive Officer | ||
(Principal Executive Officer) |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | August 24, 2017 | |
/s/ Teri List-Stoll | ||
Teri List-Stoll | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial Officer) |