Good afternoon, ladies and gentlemen. My name is Cody, and I will be your conference operator today. At this time, I would like to welcome everyone to The Gap, Inc. Second Quarter 2019 Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions]. I would now like to introduce your host, Ms. Tina Romani, Senior Director of Investor Relations.

Good afternoon, everyone. Welcome to Gap, Inc's second quarter 2019 earnings conference call. Before we begin, I'd like to remind you that the information made available on this webcast and conference call contains forward-looking statements. For information on factors that could cause our actual results to differ materially from the forward-looking statements as well as the description and reconciliation of non-GAAP financial measures as noted on Page 2 of the slides supplementing Teri's remarks, please refer to today's earnings press release as well as our most recent annual report on Form 10-K and our subsequent filings with the SEC, all of which are available on gapinc.com. These forward-looking statements are based on information as of August 22, 2019 and we assume no obligation to publicly update or revise our forward-looking statements. Joining me on the call today are President and CEO, Art Peck; and Executive Vice President and CFO, Teri List-Stoll. As mentioned, we will be using slides to supplement our remarks, which you can view by going to the Investors section at gapinc.com. With that, I'd like to turn the call over to Art.

Good afternoon and thank you for joining us today. I’ll start with an overview of the quarter at the enterprise level and then walk you through our performance by brands. From there, Teri will take you through the financials. Our separation activities remain on track and we’re making excellent progress. We’ll provide more details at our September 12 Meet the Management event. Turning to our results, traffic remained a challenge which contributed to overall demand falling below expectation. Our inventory levels going in combined with a competitive environment resulted in elevated promotional activity to clear through inventory once the weather turned. We have more work to do to position ourselves for consistent delivery in this challenging retail environment, but we have a clear action plan in place and are seeing sequential improvement in the areas that will drive improved results, better product quality, acceptance, increased responsiveness, marketing effectiveness, proved productivity and an optimized store fleet. We’ll talk about these as Teri and I go through the brand results and even more at our Meet the Management event in September, but let me spend a moment on inventory productivity which is a key element in improving our go-forward results. In the quarter, we were disciplined in managing inventory and I am pleased that each of our brands ended the quarter largely clean from a liability inventory perspective. We’ve adjusted back half inventory buys to better match the traffic trends that we’re seeing, adjusting Q3 as much as possible and even more aggressively adjusting Q4. As it stands today, we have planned our back half inventory to be down. We will use our responsive capabilities to chase empty units as the quarters actualize and demand materialize. Increased focus on operating discipline, improved execution and measured investment in marketing and talent across all…

Thanks, Art, and good afternoon, everyone. As Art indicated, our results this quarter are not where we want them to be. We talked about the tough start to May in our last call and despite sequential improvement in comp trends at all brands, with the exception of Banana Republic, the tough start weighed on the quarter. That said, I am pleased that we have continued to make progress in two key areas; operating discipline and productivity. Let me use inventory as an example. Again, we’re not fully where we want to be. We made progress with ending inventories clean in second half, planned receipts much leaner. We ended the quarter with inventory favorably positioned for Q1. In the productivity area, we continue to leverage the work initiated last year to inform the operating model design and spending target of the two planned new companies. We are seeing meaningful cost savings in the current year but more importantly the productivity mindset is taking hold as a part of our culture. Turning to second quarter performance, as a reminder, our reported results include approximately $70 million in costs associated with our planned separation, certain tax adjustment related to new guidance from the Tax Cuts and Jobs Act of 2017 and cost related to our previously announced fleet restructuring. We’ve excluded these costs in our adjusted results and comparisons to provide a better view of the base business. So starting with sales, net sales for the quarter were $4 billion, down 2% to last year. Comp sales were down 4% compared with positive 2% last year. Spread for the quarter was largely driven by new store openings at Old Navy and Athleta as well as non-comp Janie and Jack sales partially offset by Gap store closures. As Art talked through, while disappointed with…

Thank you. [Operator Instructions]. Our first question will come from Mark Altschwager with Baird. Please go ahead.

Good evening. Thanks for taking my question. Looking at Old Navy, I know you were planning a tougher quarter there, but can you give us a sense of what you’re seeing behind the scenes that’s giving you the confidence that some of the process and assortment fixes are in place and any lingering issues that would keep Old Navy from comping positively in the back half?

Yes. Thanks. I sort of detailed a bunch of things obviously that we’ve been working on for a while as well as moving Nancy in there as well, and I think it’s really a combination of all of the above as we look at really understanding and diagnosing where we had issues and again as we noted they’re primarily in places in the women’s assortment and making those changes as we got into Q3 and Q4. What I didn’t spend a lot of time also on in the call during my statement is that we’re looking at and really digging exceedingly deep on our marketing effectiveness to make sure both that we’ve optimized the mix, that we have the right amount of money going against marketing and that we’re getting the pull out of the creative content. So this is a no stones unturned basically pushed against the business to make the business perform the way that we know it can perform. So I’m not going to make a call here on what we expect to see in Q3 and Q4, but I have confidence in business as I stated upfront. It’s an exceptional four-wall model. I know what the runway is in front of the business. And as I noted again, there is some foundational categories where we have continued to see strength; denim being a critical one, active and fleece being other ones as well and those are really important loyalty categories.

I think as we go into fall, those are the categories we’ll be leaning into as Art said in his comments. And while we expect to see progress in the product assortment in fall, I just would point out that it was really holiday when we had the opportunity to really start from scratch, so it will be more like sequential progress from fall into the holiday assortment.

Then the other piece is just – Teri went into this and I mentioned it briefly is where are we on liability and we feel like we’re in a very good spot from an inventory standpoint. And when you’re pushing a bow wave of liability and you’re trying to fix a product problem simultaneously, it’s tough. We are not pushing a bow wave liability. We’re in very good shape from a clean inventory standpoint.

That’s great color. Thank you. Maybe just a quick follow up. The other revenue really reaccelerated this quarter. I know there’s a few things in that line and you mentioned some positive trends at Athleta, but any more detail you can share on the drivers there?

Yes, the biggest piece of that of course is Athleta and we are very pleased with the growth. But as you recall, it was the revenue recognition changes. That’s also where our credit card income is as well now and so there were some stronger trends there as well largely due to some timing issues. We don’t expect a big change in credit card for the year, but definitely in the second quarter first half, there were more favorable trends playing through. But the bulk of it is Athleta and we feel very good of what we’re seeing there.

Great. Thanks. Best of luck this fall.

Thanks.

Thank you. We’ll take our next question from Paul Lejuez with Citi Research.

Hi, guys. Can you share your assumptions maybe where you expect by brand to see the biggest improvement in the back half? Are you looking for positive comps for any brand by the time we get to the fourth quarter? And then just separately, I’m just curious if – right now we’re dealing with 10% tariff situation. Art, if we were faced with the 25%, does that change your view on the split of the company into two? Is that something that’s better to tackle as a combined entity or do you just stay the course? Thanks.

Yes, so on the first one, we’re not going to call out comp trends to the back half. I think we’ve been pretty clear that we want quality revenue and that we are focused on yield. And an early indicator to me of getting strength back in the business will be and in places we have seen this where we’re seeing a positive spread over our gross margin dollar comp versus our sales comp call that out in Gap outlet. And so I think in this environment you have to focus on quality revenue first and foremost and that’s why we’ve been super tight and lean on inventory, why we are keeping inventory open, why we are reserving the right to use responsive capabilities where we see that we can feed some fuel into the businesses and right now we’re using that as we’ve seen some success in Gap denim to put some additional units to support the denim business with the fall launch. So it’s really a quality revenue issue first. And do I hope for positive comps? Absolutely, but I want to see that on our foundation of quality revenue rather than we’re out there gutting a bunch of units through the system and it’s low quality revenue. So that’s number one. On the tariffs, we are as Teri noted, we’re steadfastly focused on executing. I’m pleased with where we are on the technical work associated with building the platform for the separation of the companies. The business reason, which is what we’ve been calling out all along for doing so, remains intact. We’re going to use all the weight of this company to participate in the conversation to protect the American consumer. We do not think these tariffs are a constructive – that they have a constructive impact on the consumer. Teri noted that we’re working to mitigate them. Rather than speculate about contingencies, I’d just say we’re focused right now. And obviously we’re reading all aspects of the environment that we’re operating in as we do the work to make sure that we are confidently on the right course and we are quite confident that we are on the right course now.

Thanks. Good luck.

We’ll take our next question from Dana Telsey with Telsey Advisory Group.

Good afternoon, everyone. Going back to Old Navy for a moment, I think when the quarter started, May started off soft. What did you see as you went throughout the quarter? And I saw the denim customization studio in Flatiron, so definitely experience is becoming more part of it. But are we going to see anything like that in Old Navy? And with the down 5% comp that you had, should it improve as we go through basically from product or promotion, how are you thinking about it? Thank you, Art.

That was a lot of questions, Dana.

I know.

I’m glad you saw Flatiron. We were pretty excited about how that store showed up and obviously there’s some elements in there that you’re not going to see everywhere, which is why I call out Garden State Plaza which is a pretty traditional mall-based store in a center that’s been around for a long time just to see how presentation shows up there. What you will see executed in every one of our Gap stores is a proud front and center denim moment where we stand for denim and windows that support that. And we feel like she’s getting that and she’s seeing the new fits that we have and she’s reacting to it quite well. On Old Navy, a positive comp is going to come back first and foremost because of product acceptance. We are tight on inventories but we know we have room for an AUR and a yield standpoint even with tight inventories plus bring to bear our responsive capabilities to feed units into the business. So I don’t want to call – again, I’m not going to call what we’re going to see in the back half, but I am confident in the business and all the consumer metrics, the NPS, et cetera, et cetera are all still very strong in the business. And we know we’ve got some product issues that were well into the way in fixing and like I said we’re turning every other stone as well just to make sure that we’re not missing something along the way where we need to be. And then we’re continuing to put marketing in to support the business really across all of our businesses.

Dana, to your first question of what did we see within the quarter, we definitely saw sequential progress as we move from May once the weather is inflected [ph] and the product was more seasonally appropriate, we definitely saw sequential progress from June and then into July.

I’ll just comment on weather for a second, because I’ve just had my senior leadership team together yesterday as we were looking at the business and looking forward. And the weather for the rest of August, September, October, November, December is right in the middle of the table and we’ve increasingly build this to how we think about our commercial plan, whether we should put the pedal down and move some product if we’re going to be looking at unseasonable weather or whether we should keep our powder dry if we know that the weather is going to turn. As we look at September, we believe that the weather pattern should be favorable and should for most consumers around the country really pretty definitively signal a seasonal change in the fall and that is something that has historically been a good indicator for the business.

Thank you.

Thank you. We’ll now take our next question from Matthew Boss with JPMorgan.

Great. Thanks. Maybe, Teri, on the gross margin, so slight improvement in 3Q relative to 122 basis points of contraction. In the front half implies roughly 100 basis points of expansion in the fourth quarter. How would you rank the drivers of that inflection and just your level of confidence?

Well, maybe slight [indiscernible] define better, but I would just point out that as you think about the compares we’re going up against combined with the sequential progress we expect to see in the business, there would be meaningful margin expansion in Q4 versus last year just because of when you look at the combination of those two factors. But the slight might be bigger improvement in Q3 than you’re factoring in.

Okay. And then maybe Art just a follow up. In light of your comments regarding the challenging traffic trends heading into 3Q, just any early thoughts on back to school for either Gap or Old Navy and just your confidence as we head into that important season?

I’ve watched as I’ve seen others come out and give some pretty definitive statements about how they see the business based upon pretty short amount of selling. And I think as I’ve mentioned in previous calls that we’ve had, it’s the year-over-year-over-year we’ve really seen back to school become a less acute event and for that demand to spread out really from a July period into post Labor Day depending upon climate, school openings and those kinds of things. Frankly, we’re focused on driving traffic and driving sales across that whole period. Labor Day is big for us. We think the weather trends are going to be attractive. We’ve addressed inventory trends to match with where we think the Q3 is going to come in. So I’m focused on frankly delivering the entire quarter to be honest and would rather not comment on what’s really only a couple of weeks as the season starts to pull up.

Great. Best of luck.

We’ll hear now from Kate Fitzsimons with RBC Capital Markets.

Hi. Thank you for taking my question. Art, I definitely appreciate the more conservative view on inventory units into the back half. Just as we work to get Old Navy back on track, can you speak to chase capability at that brand that makes you think that you can access the units you might need in order to drive comp improvement, or should we think with the back half as really more exclusively an AUR recovery story just where we broadly with lead times in that business and flexibility on the sourcing side and how are you feeling about the supplier base there or just any disruptions to note in light of the trade tension? Thank you.

Yes, it’s a category specific capability because if you’re looking at outerwear as an example that tends to be long lead times, sweaters are long lead times just because of the nature of the manufacturing process. If you look across key categories in the business, denim in particular, we have adequate capacity to put more than enough units into the business if we saw that we were reading upside there. Now, I can’t put it in, in a week but if I look at Q4 and the reading trends in Q3, we have plenty of open and plenty of vendor capacity to put units in the business and this would be the same thing. To a certain extent certain types of woven tops as well, less capacity in the active space but still some capacity there and that would really be across the entire family. So we can feed the beast and we have demonstrated our ability to do that as we see the demand there. And we’ll talk more about this as we get into our Investor Day, Meet the Management along the way, this is something that we’ve been building over time. We know what the peak looks like in terms of full penetration of responsive. We know where we are. We know what the business outcomes are associated with it and we’re going to give a much more granular perspective about where we are and where we’re going on this. But we do have the capability to put units into the business in many parts of the business right now. I was going through some numbers the other day in Athleta also and they’ve had an incredible bottoms business in the Powervita fabric and that’s really been based upon buying conservatively but then a near season and in-season response capability that’s allowed us to grow that way into the double digits season-over-season-over-season. I’m pretty optimistic quite honestly about Old Navy’s Q4 comp. We’ve got the fuel there to do it. We’ve got the responsive capacity. I think we’re planned well. But again, I don’t want to call it right now. I just want to deliver it.

Great. Best of luck.

Thank you. We’ll take our next question from Omar Saad with Evercore ISI.

Thanks, guys. This is Westcott Rochette on for Omar. You recently have brought in an outside creative agency Johannes Leonardo I think for the first time in several years. If you think about running that internally versus externally, especially under your new CMO, how do you integrate those – has that changed the process as you integrate the strategy? And looking at the new campaigns, it seems to be really focused on denim. Denim is really a focus category with multiple places. What do you think you need to do to really emphasize the strength and the heritage of Gap denim kind of going forward to make it stand out and win that customer back? Thank you.

Yes. So you are correct that we brought in JL. Really they and our new CMO kind of came in midway in the process and I’m going to be just completely just get it off the top of my head on this one honest with you which is that is always a little scary to do, especially for a big season like we had with fall. We were really re-launching denim and coming out strong and proud about denim. You’ll be the judge on the content. If you see the 60-second anthem that’s been cut all the way down to six-second product post videos for social, I was super pleased with how Alegra as our CMO and the agency got up to the speed and really understood what we were trying to do and balanced the need for a brand message along with a need for a call to action to get in our stores and try our product on. And it makes me feel pretty optimistic because I’ve been through agency startups before, pretty optimistic about what we can get done as we really start to season in with each other and they get dialed in. I will tell you because you called it out that on my mind absolutely is more aggressively mining the heritage and the legacy of the brand. Our consumers tell us it is something that they want to connect to and that they want to understand. Take a look at the denim through the ages that we’ve done. There’s a display of it in a few stores; 17th and 5th has it where we’ve also brought products that we modernized out of the archive and customers are loving it. And always one of my measures is how much of it I’m seeing in the building and I’m seeing a lot of it in the building. So we think that it’s a very, very deep vein that can be mined. I know JL feels exactly the same way about it as well and they’re already building that into some ideas for our holiday campaign as we get into spring and summer next year. And as you know, the CMO came from Adidas. A lot of the resurgence there really came out of reasserting the legitimacy and the relevance of the brand based on the heritage of the brand. And we’re not copying that playbook, but there’s a lot of good ideas there I think that absolutely apply to Gap brand as well.

It does look good and I wish you luck on the fall campaign and going forward. Thanks, guys.

Thanks.

Thank you. We’ll take our next question from Ike Boruchow with Wells Fargo.

Hi. Good afternoon. Teri, I think for you, I think you’ve mentioned some marketing pullback or maybe it was Art, some marketing pullback when you saw the demand in the product wasn’t really there in the second quarter and then you can kind of see it in the SG&A line. Just my question when we think about SG&A, are you pushing some of those marketing dollars into holiday, meaning should we kind of expect the SG&A growth to maybe tick up a little bit when we get into Q4, just kind of curious how those marketing dollars are shifting around?

Yes, let me clarify. Then I’ll turn it over to Teri. The big one really was intentionally going pretty dark with Gap brand really in the first half and we saw a direct connection to that and traffic. Marketing does matter with the intent being that we would return to more normal marketing levels in Q3. And you’ll note that we have an adult campaign, a social campaign shot separately but related to it and then kids and baby campaign which we haven’t had for a while. And so far the early returns have been very encouraging. I’ll let Teri talk about the specifics here. But for Gap, it was a return more to normal than it was sort of any acceleration or anything like that with an intentional dark period over the bulk of the first half.

And as we look at the back half, we will have some I would call it modest uptick in advertising that you’ll see in the SG&A line for reasons Art described and we’ve talked about it in terms of matching it with the product improvement. There will also be some deleverage in SG&A as you remember in the fourth quarter of last year we had some adjustments to our bonus accrual that came through and obviously as we reestablish that this year, that will put some pressure on the back half as well.

Thank you.

Thank you. We’ll take our next question from Oliver Chen with Cowen and Company.

Hi. The Banana Republic adding rental subscription service sounds quite innovative. What are your thoughts on re-commerce and rental subscription? And also as we are doing a lot of work on the circular economy, what will be your guardrails and framework for thinking about success with the rental subscription at Banana Republic and how might the supply to your larger framework for the other brands and how you see customers focused on sustainability and what that means to them?

That was a very rich question, Oliver. Thank you. So the subscription service, let me start there. We are looking at it at the moment as a customer acquisition opportunity and we’re doing some pretty rich thinking that I’m pleased with on how we think about customer acquisition, the role of our stores and how do they satisfy a customer in the store who has a 20-minute experience and what would he be willing to pay for that and it helps us think about the value of our stores beyond simply the pure momentary four-wall contribution, but also things like this, service like this that gives the customer to the ability to participate in the brand with less of a permanent financial commitment potentially. So we’ll read it. And first and foremost, we’re going to look at customer acquisition metrics. Can it grow into being a significant and profitable business? The economics certainly work. It will just be a question really what the uptake is as we get it dialed in. So starting in Banana given the price points and given the used occasions, does this have some applicability in the other brands? It might. It’s a treaty in my mind to think about right now with the newborn – not a newborn but a two-year-old in the house; it’s not mine, it’s my daughter’s, how fast babies go through clothes as well and how many of those clothes either wait to get handed down or turned in, is there something interesting there also. So really looking at it and we thought that this was a good place to read. And I’m excited to see what the results are. Obviously, we’re just kicking it off. On sort of the resale and stuff like that, we’re watching all these things and…

Thank you. And a quick modeling question. So as we think about the back half, you’ve had a nice Q2 which beat relative to street estimates and then you reaffirmed your EPS guidance. But has a lot changed as you’re through first half versus your prior expectations in the first quarter as we model the back half?

I don’t think that a lot has changed really. We actually had a little bit better margin performance in this quarter than we had originally expected. But as we’ve modeled the back half, there’s a little bit of shifting I guess between Q3 and Q4, but generally speaking I wouldn’t call it anything notable as a change.

Thank you. Best regards.

We’ll take our next question from Alex Walvis with Goldman Sachs.

Great. Good evening and thanks so much for taking the question. I had a question about the impact of tariffs on the business. You helpfully suggested that it might be around a $0.06 impact to the business if unmitigated. I was wondering if you seek to offset that, how much of the $0.06 can be offset by pricing versus other strategies to offset? If there are price increase, where in terms of categories and banners are you likely to be able to take the most price? Thank you.

Let me start and then I’ll hand it over to Teri as well. There are various ways to mitigate it in the world. Number one is sharing this with our vendors, which is where we’re starting the conversation. Number two, certainly that we’ve looked at is our other places where we should be adjusting tickets and adjusting those either at the factory or in our DCs or in our stores. We have the capacity to do all of that. What I would also say is that by far the bigger lever is continuing to tighten up our inventories versus the foremost that allows us to improve our yields and reduce our promotional intensity and recover it that way as well. And again, we’ve tried to be really forthright about this and play it right at the middle in terms of what we think the impact is and we do think that we have ample levers to mitigate this. Obviously, our first and foremost would be that we get into a more predictable environment where we aren’t sort of constantly being whipsawed by what’s going to happen tomorrow, but we’re very flexible and we can deal with it as it comes along. We have a bunch of levers to deal with it. Do you want to add to that, Teri?

No, I think you’ve covered it well.

Great. Thanks so much. And then maybe one more from me. You’re leaning into denim on both the Gap and Old Navy brands, can you give us some color on how big denim is for those brands at the moment? How big can it get? Has there been material variance over time and the importance of that category within your assortment?

Yes, I don’t really see a limit frankly. Old Navy’s continued to gain market share in denim and still has single-digit market share. And Gap had significantly more market share before the sales issues of the last couple of years. And so we have seen denim penetration inside that business substantially higher. So I guess my starting point with Gap is to say, what’s our fair share and where we’ve been even recently and we’re well below that. And we know we have authority in denim. We’ve done the customer research. We know what our functional and emotional equities are. We know where people connect with the brand. We are in an interesting denim trend cycle right now with the diffusion of trend across rise, leg shape and silhouette. You would see us aggressively embrace that inside of Gap and we’re seeing her respond to that. And it’s a real great opportunity. Our tagline is It’s Our Denim Now and we’re really trying to focus on denim for all including inclusive sizing that allows us to reach out to a larger size customer. So I don’t see a limit. We’ve also been in the cycle where denim’s been in a bit of a flat cycle which has always historically been then followed by something that really motivates the consumer to get off her couch and into the stores and we’re seeing some of that right now in leg shape and rise certainly, but we anticipate that we’re going to see some trends emerging in the spring time that are going to play into our denim authority. So I’m excited about it and it’s a loyalty category. And last thing I would say is on Gap is that we knew we were having issues on fit consistency and with this new flow again early days we’re seeing ratings online, et cetera, to be quite positive in terms of how she feels about the fit, which is always a good indicator for us.

Thanks very much.

Thank you. We’ll now take our final question from Lorraine Hutchinson with Bank of America Merrill Lynch.

Thanks. Good afternoon. I just wanted to follow up on the comments that you’re continuing to work on the third quarter inventory. Are there particularly categories or brands where you feel like you’re still too heavy or have you been able to get into chase mode as we move to the back-to-school season?

Lorraine, I would say that we still have opportunity in each of the brands, obviously the least being Athleta just given their inventory productivity continues to improve as they leverage their capabilities and frankly have strong growth tailwinds behind them. But as we look at each brand and we’ve said this before, as our productivity has declined and in a time when we’ve invested in the many capabilities that Art has mentioned, we really would set much higher standards for our ability to operate with leaner units and not miss a beat in terms of demand as we can chase into it frankly with better styles and better knowledge about what that demand is, not just quantity but also trend. So I do see opportunity really across the brands. I think specifically going into the back half, what we would see primarily is that Old Navy and Gap brand probably have the opportunity just to move through their carryover units and make sure that they are best positioned to be able to capture the product improvements we see in the fall, but it really is across the brands.

Yes, I’d just add to that that as we said, both Teri and I, we do feel like we exited the quarter in pretty good shape. We are focused on clearing. I don’t think you would say, Teri, you feel like we’re super heavy any place else, but we aspire to a higher standard in terms of inventory productivity. It just isn’t where we need to be and we know we can do better right now. But I’m not concerned about – as I said, I’m not concerned about a bow wave liability that we’re going to be fighting our way through during this quarter.

No, and frankly I think what has been encouraging is to see the organization embrace this as we think about how do we think about it differently, how do we drive accountability in different ways. There is a huge receptivity to the ability to better leverage what we have.

Thank you.

Thank you. That does conclude today’s question-and-answer session as well as that does conclude our conference. Thank you for your participation and you may now disconnect.