UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q/A


(Amendment No. 1)


(Mark One)


þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended April 29, 2017


oTRANSITION 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)


Delaware94-1697231(State or other jurisdictionof incorporation or organization)(I.R.S. EmployerIdentification No.)Two Folsom Street, San Francisco, California94105(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 filerþAccelerated 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.







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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


10.1Fifth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among theRegistrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., SynchronyBank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of April 7, 2017. (1) (2)10.2Agreement for Post-Termination Benefits with Mark Breitbard dated June 2, 2017.**10.3Agreement for Post-Termination Benefits with Paul Chapman dated June 2, 2017.**10.4Agreement for Post-Termination Benefits with Sebastian DiGrande dated June 2, 2017.**10.5Agreement for Post-Termination Benefits with Julie Gruber dated June 2, 2017.**10.6Agreement for Post-Termination Benefits with Brent Hyder dated June 2, 2017.**10.7Agreement for Post-Termination Benefits with Jeff Kirwan dated June 2, 2017.**10.8Agreement for Post-Termination Benefits with Teri List-Stoll dated June 2, 2017.**10.9Agreement for Post-Termination Benefits with Art Peck dated June 2, 2017.**10.10Agreement for Post-Termination Benefits with Sonia Syngal dated June 2, 2017.**10.11Form 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. 1-7562.10.12Form 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. 1-7562.10.13Form 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. 1-7562.10.14Form 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).10.15Form 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. 1-7562.10.16Form 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, 2014.31.1Rule 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)31.2Rule 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)32.1Certification 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)32.2Certification 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)101The 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, 2017By/s/ Arthur PeckArthur PeckChief Executive OfficerDate:August 24, 2017By/s/ Teri List-StollTeri List-StollExecutive Vice President and Chief Financial Officer








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Exhibit Index





10.1Fifth 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)10.2Agreement for Post-Termination Benefits with Mark Breitbard dated June 2, 2017.**10.3Agreement for Post-Termination Benefits with Paul Chapman dated June 2, 2017.**10.4Agreement for Post-Termination Benefits with Sebastian DiGrande dated June 2, 2017.**10.5Agreement for Post-Termination Benefits with Julie Gruber dated June 2, 2017.**10.6Agreement for Post-Termination Benefits with Brent Hyder dated June 2, 2017.**10.7Agreement for Post-Termination Benefits with Jeff Kirwan dated June 2, 2017.**10.8Agreement for Post-Termination Benefits with Teri List-Stoll dated June 2, 2017.**10.9Agreement for Post-Termination Benefits with Art Peck dated June 2, 2017.**10.10Agreement for Post-Termination Benefits with Sonia Syngal dated June 2, 2017.**10.11Form 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. 1-7562.10.12Form 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. 1-7562.10.13Form 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. 1-7562.10.14Form 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. 1-7562.31.1Rule 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)31.2Rule 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)32.1Certification 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)32.2Certification 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)101The 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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