Banana Republic 2010 Annual Report Download

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2010 Annual Report
Sharing American style around the world.

Table of contents

  • Page 1
    Sharing American style around the world. 2010 Annual Report

  • Page 2

  • Page 3
    ... 10 retail markets, 2010 will stand out as the year we positioned the company to compete and win globally. We continued to expand share of sales generated from our International and online businesses. In 2006, 14 percent of our sales came from online and International. Now, we are on track to nearly...

  • Page 4
    ... experience to about 250 stores by the end of 2010. I'm pushing the product teams, every day, to develop more unique offerings, such as our successful licensed T-shirts for the family. Our new marketing direction incorporates social media and music to attract more customers to the Old Navy brand...

  • Page 5
    ... can go from concept to design to order within a matter of days. While I was leading Banana Republic Outlet last year, one of our many brainstorms led to an idea called the "Real Deal." The product and value proposition was compelling and clear, and the campaign became a huge hit. Customers shopped...

  • Page 6
    ... company's growth strategy. The Gap Global Creative Center in New York is a prime example, with executives now responsible for global product design, merchandising and marketing. This was enabled by our leadership development over the last few years, and our continued emphasis on succession planning...

  • Page 7
    .... 9 - Athleta's flagship store in San Francisco. 10 - Gap's first store in China, along one of Shanghai's premier shopping streets. 11 - Banana Republic's Milan store evokes Italy's heritage. 12 - Old Navy remodeled one-quarter of its fleet by the end of 2010. 13 - Gap's debut on a new continent...

  • Page 8
    ..., San Francisco, California 94105 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (650) 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) (Name of...

  • Page 9
    ... support our business operations, including growth initiatives, planned capital expenditures, and dividend payments and share repurchases; • being able to supplement near-term liquidity with our existing credit facility; • capital expenditures in fiscal 2011; • the number of new store openings...

  • Page 10
    ... of new accounting pronouncements will impact future results; • the risk that changes in general economic conditions or consumer spending patterns will have a negative impact on our financial performance or strategies; • the highly competitive nature of our business in the United States and...

  • Page 11
    ... potentially impact net sales and profitability are difficult to predict. These forward-looking statements are based on information as of March 28, 2011, and we assume no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that...

  • Page 12
    ... Market Risk ...Financial Statements and Supplementary Data ...Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate...

  • Page 13
    ....com. Old Navy Online offers apparel and accessories comparable to those carried in the store collections, as well as a plus size line not found in stores. Beginning in 2010, customers in Canada can shop online at oldnavy.ca and customers in select international countries can shop online at oldnavy...

  • Page 14
    ...frequent customers receive benefits. Private label and co-branded credit cards are provided by a third-party financing company. Our stores offer a shopper-friendly environment with an assortment of casual apparel and accessories that emphasize style, quality, and good value. The range of merchandise...

  • Page 15
    ... operate, stores that sell apparel and related products under our brand names. We continue to increase the number of countries in which we enter into these types of arrangements as part of our efforts to expand internationally. For additional information on risks related to our franchise business...

  • Page 16
    ... 2007; Chief Executive Officer of Shoppers Drug Mart Corporation, a drug store chain, from 2001 to 2007. Art Peck, 55, President, Gap North America since February 2011; Executive Vice President of Strategy and Operations from May 2005 to February 2011; President, Gap Inc. Outlet from October 2008 to...

  • Page 17
    ... our results of operations. Our business is highly competitive. The global specialty apparel retail industry is highly competitive. We compete with local, national, and global department stores, specialty and discount store chains, independent retail stores, and online businesses that market similar...

  • Page 18
    ... For example, we currently plan to open additional Gap stores in Europe and China, expand Banana Republic in Europe, open additional outlet stores in Canada, Europe, and Asia, and grow online sales internationally. We have limited experience operating in a number of these countries. In many of these...

  • Page 19
    ... diverse customer base, managing inventory effectively, using effective pricing strategies, and optimizing store performance. Failure to meet the expectations of investors, securities analysts, or credit rating agencies in one or more future periods could reduce the market price of our common stock...

  • Page 20
    ...data center, and store operations, as well as help desk, end user support, and some disaster recovery. The agreement was amended effective March 2, 2009 to return to us certain services originally performed by IBM under the agreement. These returned services include services related to management of...

  • Page 21
    ...not yet surrendered to another company. We lease approximately 1.1 million square feet of corporate office space located in San Francisco, San Bruno, Rocklin, and Petaluma, California; New York, New York; Albuquerque, New Mexico; and Toronto, Ontario, Canada. Of the 1.1 million square feet of leased...

  • Page 22
    ..., settlements, or resolutions may occur and negatively impact income in the quarter of such development, settlement, or resolution. However, we do not believe that the outcome of any current Action would have a material adverse effect on our financial results. Item 4. Removed and Reserved. 15

  • Page 23
    Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The principal market on which our stock is traded is the New York Stock Exchange. The number of holders of record of our stock as of March 15, 2011 was 8,644. The table below...

  • Page 24
    ... information with respect to purchases of common stock of the Company made during the thirteen weeks ended January 29, 2011 by The Gap, Inc. or any affiliated purchaser, as defined in Exchange Act Rule 10b-18(a)(3): Average Price Paid Per Share Including Commissions Total Number of Shares Purchased...

  • Page 25
    ...of business, net of cash acquired (b) ...Number of Company-operated store locations open at year-end ...Number of franchise store locations open at year-end ...Number of store locations open at year-end (c) ...Percentage increase (decrease) in comparable store sales (52-week basis) ...Square footage...

  • Page 26
    ... 2008, we acquired all of the outstanding capital stock of Athleta, Inc., a women's sports and active apparel company, for an aggregate purchase price of $148 million. (c) Includes Company-operated and franchise store locations. (d) Excludes square footage related to the discontinued operation...

  • Page 27
    ... and Results of Operations. Overview We are a global specialty retailer offering apparel, accessories, and personal care products for men, women, children, and babies under the Gap, Old Navy, Banana Republic, Piperlime, and Athleta brands. We have Companyoperated stores in the United States, Canada...

  • Page 28
    ... our online and catalog businesses and wholesale and franchise businesses. Gap and Banana Republic outlet Comp sales are reflected within the respective results of each brand. A store is included in Comp when it has been open for at least 12 months and the selling square footage has not changed by...

  • Page 29
    ... Fiscal 2009 Number of Number of Stores Opened Stores Closed January 30, 2010 Number of Square Footage Store Locations (in millions) Gap North America ...Gap Europe ...Gap Asia ...Old Navy North America ...Banana Republic North America ...Banana Republic Asia ...Banana Republic Europe ...Company...

  • Page 30
    ... 2009. The increase was due to the growth in our online business across all brands, primarily Old Navy, Piperlime, and Athleta, and due to the introduction of international online sales in fiscal 2010. Our net sales for fiscal 2009 decreased $329 million, or 2 percent, compared with fiscal 2008...

  • Page 31
    ...0.8 percentage points as a percentage of net sales, in fiscal 2010 compared with fiscal 2009. The increase in operating expenses was mainly due to higher store payroll, store benefits, and other store-related expenses and higher expenses due to our New York and San Francisco headquarter office moves...

  • Page 32
    ... tax benefits for closed years. The increase in the effective tax rate for fiscal 2009 compared with fiscal 2008 was primarily driven by providing U.S. taxes on certain foreign earnings, the impact of changes in state tax laws, and a change in the mix of income between domestic and international...

  • Page 33
    ... cash. Our business follows a seasonal pattern, with sales peaking over a total of about eight weeks during the end-of-year holiday period. The seasonality of our operations may lead to significant fluctuations in certain asset and liability accounts between fiscal year-end and subsequent interim...

  • Page 34
    ...a GAAP financial measure. ($ in millions) 2010 Fiscal Year 2009 2008 Net cash provided by operating activities ...Less: Purchases of property and equipment ...Free cash flow ...Credit Facilities $1,744 $1,928 $1,412 (557) (334) (431) $1,187 $1,594 $ 981 Trade letters of credit represent a payment...

  • Page 35
    .... See Note 9 of Notes to Consolidated Financial Statements for discussion of our operating leases. (d) Represents estimated open purchase orders to purchase inventory as well as commitments for products and services used in the normal course of business. Commercial Commitments We have commercial...

  • Page 36
    ... statements. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit and Finance Committee of our Board of Directors, which has reviewed our disclosure relating to critical accounting policies and estimates in this annual report...

  • Page 37
    ... fiscal 2010, we completed our annual impairment review of goodwill and did not recognize any impairment charges. The fair value of the Direct reporting unit significantly exceeded its carrying value as of the date of our annual impairment review. The fair value of the trade name is determined using...

  • Page 38
    ... rate of sales returns increases significantly, our operating results could be adversely affected. We have not made any material changes in the accounting methodology used to estimate future sales returns in the past three fiscal years. Unredeemed Gift Cards, Gift Certificates, and Credit Vouchers...

  • Page 39
    ... the actual rate of redemption for gift cards, gift certificates, and credit vouchers increases significantly, our operating results could be adversely affected. We have not made any material changes in the accounting methodology used to estimate breakage income in the past three fiscal years other...

  • Page 40
    .... Additional information is presented in Item 8, Financial Statements and Supplementary Data, Note 6 of Notes to Consolidated Financial Statements. Our derivative financial instruments are recorded in the Consolidated Balance Sheets at fair value as of the balance sheet dates. As of January 29, 2011...

  • Page 41
    ... Public Accounting Firm ...Consolidated Balance Sheets as of January 29, 2011 and January 30, 2010 ...Consolidated Statements of Income for the fiscal years ended January 29, 2011, January 30, 2010, and January 31, 2009 ...Consolidated Statements of Stockholders' Equity for the fiscal years ended...

  • Page 42
    ... Registered Public Accounting Firm To the Board of Directors and Stockholders of The Gap, Inc.: We have audited the accompanying consolidated balance sheets of The Gap, Inc. and subsidiaries (the "Company") as of January 29, 2011 and January 30, 2010, and the related consolidated statements of...

  • Page 43
    ...GAP, INC. CONSOLIDATED BALANCE SHEETS ($ and shares in millions except par value) January 29, 2011 January 30, 2010 ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Merchandise... $ 7,985 See Accompanying Notes to Consolidated Financial Statements 36 Gap Inc. Form 10-K

  • Page 44
    THE GAP, INC. CONSOLIDATED STATEMENTS OF INCOME ($ and shares in millions except per share amounts) 2010 Fiscal Year 2009 2008 Net sales ...Cost of goods sold and occupancy expenses ...Gross profit ...Operating expenses ...Operating income ...Interest expense (reversal) ...Interest income ...Income...

  • Page 45
    ... for employee taxes ...5 Tax benefit from exercise of stock options and vesting of stock units ...Share-based compensation, net of estimated forfeitures ...Cash dividends ...Balance at January 31, 2009 ...1,105 Net income ...Foreign currency translation, net of tax of $(1) ...Change in fair value of...

  • Page 46
    ...) 2010 Fiscal Year 2009 2008 Cash flows from operating activities: Net income ...Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ...Amortization of lease incentives ...Share-based compensation ...Tax benefit from exercise of stock...

  • Page 47
    ... The Gap, Inc., a Delaware Corporation, is a global specialty retailer offering apparel, accessories, and personal care products for men, women, children, and babies under the Gap, Old Navy, Banana Republic, Piperlime, and Athleta brands. We have Company-operated stores in the United States, Canada...

  • Page 48
    ... in stock in a sufficient range of sizes) and use markdowns to clear merchandise. In addition, we estimate and accrue shortage for the period between the last physical count and the balance sheet date. Derivative Financial Instruments Derivative financial instruments are recorded at fair value in...

  • Page 49
    ... in the Consolidated Balance Sheets, net of related amortization. Insurance and Self-Insurance We use a combination of insurance and self-insurance for a number of risk management activities including workers' compensation, general liability, and employee related health care benefits, a portion of...

  • Page 50
    ... related benefits (for our store operations, field management, distribution centers, and corporate functions); • marketing; • general and administrative expenses; • costs to design and develop our products; • merchandise handling and receiving in distribution centers; • distribution center...

  • Page 51
    ... forecasting future sales, expenses, discount rates, and royalty rates. Goodwill and the trade name are recorded in other long-term assets in the Consolidated Balance Sheets. Lease Losses The decision to close a store, corporate facility, or distribution center can result in accelerated depreciation...

  • Page 52
    ... in operating expenses in the Consolidated Statements of Income over the period during which the employee is required to provide service in exchange for stock options and Stock Units. See Note 8 of Notes to Consolidated Financial Statements. Unredeemed Gift Cards, Gift Certificates, and Credit...

  • Page 53
    ... U.S. or Canadian store locations and online. The co-branded credit card is a VISA credit card bearing the logo of one of our brands and can be used everywhere VISA credit cards are accepted. A third-party financing company is the sole owner of the accounts issued under the Credit Card programs, and...

  • Page 54
    ... used to measure fair value. We adopted the provisions of this accounting standards update effective January 31, 2010, except for the requirement to disclose purchases, sales, issuances, and settlements related to level 3 measurements, which we will adopt in the first quarter of fiscal 2011...

  • Page 55
    ... in fiscal 2008. We recorded a charge for the impairment of long-lived assets related to our Stores reportable segment of $8 million, $14 million, and $5 million for fiscal 2010, 2009, and 2008, respectively, which is recorded in operating expenses in the Consolidated Statements of Income. 48 Gap...

  • Page 56
    ... in fiscal 2010, 2009, and 2008, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: ($ in millions) January 29, 2011 January 30, 2010 Accrued compensation and benefits ...Unredeemed gift cards, gift certificates...

  • Page 57
    ... ...Returns ...Balance at end of fiscal year ... $ 22 712 (712) $ 22 $ 21 698 (697) $ 22 $ 22 700 (701) $ 21 Note 3. Acquisition, Goodwill, and Intangible Assets On September 28, 2008, we acquired all of the outstanding capital stock of Athleta Inc., a women's sports and active apparel company...

  • Page 58
    ...to amortization. During the fourth quarter of fiscal 2010, we completed our annual impairment testing of our goodwill and the trade name and did not recognize any impairment charges. Note 4. Credit Facilities Trade letters of credit represent a payment undertaking guaranteed by a bank on our behalf...

  • Page 59
    ... ability to hold the securities to maturity. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. The January 30, 2010 fair value table has been updated to include cash equivalents and short term investments in level 2. 52 Gap Inc. Form 10...

  • Page 60
    ... for derivative financial instruments and hedging activities. We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. Our risk management policy is to hedge a significant portion of forecasted merchandise purchases for foreign...

  • Page 61
    ... intercompany balances that bear foreign exchange risk: (notional amounts in millions) January 29, 2011 January 30, 2010 U.S. dollars ...British pounds ...Japanese yen ...Contingent Features $ 12 £ - ¥3,238 $ 24 £ 2 ¥3,238 We had no derivative financial instruments with credit-risk-related...

  • Page 62
    ... about Derivative Financial Instruments The fair values of asset and liability derivative financial instruments are as follows: January 29, 2011 Asset Derivatives ($ in millions) Balance Sheet Location Fair Value Liability Derivatives Balance Sheet Location Fair Value Derivatives designated as cash...

  • Page 63
    January 30, 2010 Asset Derivatives ($ in millions) Balance Sheet Location Fair Value Liability Derivatives Balance Sheet Location Fair Value Derivatives designated as cash flow hedges: Foreign exchange forward contracts ...Foreign exchange forward contracts ...Total derivatives designated as cash ...

  • Page 64
    ...as of January 29, 2011. The Company is authorized to issue 30 million shares of one or more series of preferred stock, which has a par value of $0.05 per share, and to establish at the time of issuance the issue price, dividend rate, redemption price, liquidation value, conversion features, and such...

  • Page 65
    ... family members. Note 8. Share-Based Compensation Share-based compensation expense recognized in the Consolidated Statements of Income, primarily in operating expenses, is as follows: ($ in millions) 2010 Fiscal Year 2009 2008 Stock units ...Stock options ...Employee stock purchase plan ...Share...

  • Page 66
    ... 2006 Plan for fiscal 2010 is as follows: Shares Weighted-Average Grant-Date Fair Value Balance at January 30, 2010 ...Granted ...Granted, with vesting subject to performance conditions ...Vested ...Forfeited ...Balance at January 29, 2011 ...A summary of additional information about Stock Units is...

  • Page 67
    .../Expired ...Balance at January 29, 2011 ...A summary of additional information about stock options is as follows: 30,476,662 2,384,553 (4,212,894) (4,478,998) 24,169,323 $19.79 $22.93 $18.47 $29.77 $18.48 2010 Fiscal Year 2009 2008 Weighted-average fair value per share of stock options granted...

  • Page 68
    ... fiscal 2010, 2009, and 2008, respectively. At January 29, 2011, there were 7,383,659 shares reserved for future issuances under the ESPP. Note 9. Leases We lease most of our store premises and some of our corporate facilities and distribution centers. These operating leases expire at various dates...

  • Page 69
    ...$1,114 In addition to rent expense related to our store premises, corporate facilities, and distribution centers as noted above, we had rent expense related to equipment under operating leases of $3 million, $4 million, and $5 million for fiscal 2010, 2009, and 2008, respectively. We had lease loss...

  • Page 70
    ... 29, 2011 January 30, 2010 Deferred tax assets: Deferred rent ...Accrued payroll and related benefits ...Nondeductible accruals ...Inventory capitalization and other adjustments ...Depreciation ...State and foreign net operating losses ("NOLs") ...Fair value of derivative financial instruments...

  • Page 71
    .... There were no accrued penalties related to the unrecognized tax benefits as of January 29, 2011 and January 30, 2010. The Company conducts business globally, and as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal...

  • Page 72
    ... returns are not guaranteed by the Company. Our contributions to the deferred compensation plan in fiscal 2010, 2009, and 2008 were not material. Note 12. Earnings per Share Weighted-average number of shares used for earnings per share is as follows: (shares in millions) 2010 Fiscal Year 2009 2008...

  • Page 73
    ...to Consolidated Financial Statements. Net sales by brand, region, and reportable segment are as follows: ($ in millions) Fiscal Year 2010 Banana Republic Percentage of Net Sales Gap Old Navy Other (3) Total U.S. (1) ...Canada ...Europe ...Asia ...Other regions ...Total Stores reportable segment...

  • Page 74
    ... distribution centers located outside the U.S. (3) Other includes our wholesale business, franchise business, Piperlime, and beginning September 2008, Athleta. Gap and Banana Republic outlet retail sales are reflected within the respective results of each brand. Financial Information for Reportable...

  • Page 75
    Selected financial information by reportable segment and reconciliations to our consolidated totals are as follows: ($ in millions) 2010 Fiscal Year 2009 2008 Operating income: Stores ...Direct (1) ...Operating income ...Depreciation and amortization expense: Stores ...Direct (2) ...Depreciation ...

  • Page 76
    .... Store sales are allocated based on the location of the store, and online sales are allocated based on the location of the distribution center from which the products were shipped. Net sales generated in the U.S. and in foreign locations are as follows: ($ in millions) 2010 Fiscal Year 2009 2008...

  • Page 77
    ...the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Annual Report on Form...

  • Page 78
    ... "Compensation of Directors," "Corporate Governance-Compensation and Management Development Committee," and "Executive Compensation and Related Information" in the 2011 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The...

  • Page 79
    ...Form 10-K. Financial Statement Schedules: Schedules are included in the Consolidated Financial Statements or notes of this Form 10-K or are not required. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K. 72 Gap Inc...

  • Page 80
    ... Executive Officer (Principal Executive Officer) Date: March 28, 2011 By /s/ SABRINA L. SIMMONS Sabrina L. Simmons Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report...

  • Page 81
    ... 21, 2001, between Registrant and The Bank of New York, filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended February 2, 2002, Commission File No. 1-7562. Credit Agreement, dated as of August 30, 2004, among The Gap, Inc., the LC Subsidiaries, the Subsidiary Borrowers...

  • Page 82
    ... dated February 1, 2010 to Stock Purchase Agreement with John J. Fisher dated November 17, 2009, filed as Exhibit 10.7 to the Registrant's Form 10-Q for the quarter ended May 1, 2010, Commission File No. 1-7562. 10.14 10.15 EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS 10.16 Executive Management...

  • Page 83
    ... proxy statement for its annual meeting of stockholders held on May 14, 2003, Commission File No. 1-7562. Form of Nonqualified Stock Option Agreement for employees under Registrant's 1996 Stock Option and Award Plan, filed as Exhibit 10.5 to Registrant's Form 10-Q for the quarter ended August...

  • Page 84
    ... Statement on Form S-8, Commission File No. 333-72921. Non-Employee Director Retirement Plan, dated October 27, 1992, filed as Exhibit 10.43 to Registrant's Annual Report on Form 10-K for the year ended January 30, 1993, Commission File No. 1-7562. Amendment, authorized as of August 20, 2008...

  • Page 85
    ... File No. 1-7562. Summary of Revised Timing of Annual Board Member Stock Unit Grants, effective August 20, 2008, filed as Exhibit 10.3 to Registrant's Form 10-Q for the quarter ended November 1, 2008, Commission File No. 1-7562. Agreement with Marka Hansen dated February 16, 2007, and confirmed on...

  • Page 86
    ... the year ended January 31, 2009, Commission File No. 1-7562. Agreement with Tom Wyatt dated August 21, 2008 and confirmed on September 25, 2008, filed as Exhibit 10.4 to Registrant's Form 10-Q for the quarter ended May 2, 2009, Commission File No. 1-7562. Summary of Changes to Non-employee Director...

  • Page 87
    ... materials from The Gap, Inc.'s Annual Report on Form 10-K for the year ended January 29, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Stockholders' Equity...

  • Page 88