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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
    ... our top line sales in 2010. To execute with more speed and consistency, we integrated the Outlet division with Gap and Banana Republic, and named Art Peck president of Gap North America. Priorities for 2011: continue to modernize our fleet of stores; focus on attracting new customers; maximize the...

  • Page 5
    ... are designed in New York and provide customers with the versatile, modern styles they expect. This pool of products has become more exciting as our American brand meets our global business needs. At times, the adjustments for different markets often help to strengthen North America. For example...

  • Page 6
    ... job skills. Ira Puspadewi, senior director, Global Responsibility: I support our work to improve the lives of female garment workers in Southeast Asia who make our products. In 2010, we expanded our program - called Personal Advancement and Career Enhancement (P.A.C.E.) - that provides life...

  • Page 7
    ... and Chief Executive Officer of Wal-Mart International. Director of Conn's, Inc. and SolarWinds, Inc. Art Peck President, Gap North America Annual Shareholders' Meeting May 17, 2011, 10:00 a.m. Gap Inc. headquarters 2 Folsom Street San Francisco, CA 94105 Stan Raggio EVP, Global Supply Chain Eva...

  • 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
    ... Gap stores in Europe and China, expand Banana Republic stores in Europe, additional outlet stores in Canada, Europe, and Asia, online sales internationally, and additional franchising and similar arrangements; • future online revenue growth; • the impact that increases in commodity prices...

  • Page 10
    ... on our financial performance or strategies; • the highly competitive nature of our business in the United States and internationally; • the risk that we will be unsuccessful in gauging fashion trends and changing consumer preferences; • the risk that our efforts to expand internationally may...

  • Page 11
    ... Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission. Future economic and industry trends that could potentially impact net sales and profitability are difficult to predict. These forward-looking statements are based on information as of March 28, 2011...

  • Page 12
    ... Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accountant Fees and Services ...PART IV Item...

  • Page 13
    ... the State of Delaware in May 1988. 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. Most of the products sold under our brand names are designed...

  • Page 14
    ..., or in our stores. Beginning in 2010, customers in select international countries can shop online at athleta.com. All sales are tendered for cash, personal checks, debit cards, or credit cards. We also issue and redeem gift cards through our brands. Gap, Banana Republic, and Old Navy each have...

  • Page 15
    ... United States Patent and Trademark Office and with the registries of many foreign countries and/or are protected by common law. Franchising We have franchise agreements with unaffiliated franchisees to operate Gap and/or Banana Republic stores in a number of countries, including Australia, Bahrain...

  • Page 16
    ..., Gap Inc. Outlet from February 2008 to October 2008; Senior Vice President of The Boston Consulting Group, a business consulting firm, from 1982 to May 2005. Stanley P. Raggio, 54, Executive Vice President, Global Supply Chain since March 2010; Senior Vice President, Gap International Sourcing from...

  • Page 17
    ... commodity prices, higher levels of unemployment, higher consumer debt levels, reductions in net worth based on market declines, home foreclosures and reductions in home values, and general uncertainty regarding the overall future economic environment. Consumer purchases of discretionary items...

  • Page 18
    ... a number of channels and brands. 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...

  • Page 19
    ... manage the profitability of our existing fleet of stores, could have a material adverse effect on our results of operations. Additionally, the current economic environment may make it difficult to determine the fair market rent of retail real estate properties within the United States and...

  • Page 20
    ... by changes in the financial markets and the global economy. Any future reduction in our long-term senior unsecured credit rating could result in reduced access to the credit and capital markets and higher interest costs on future financings. As of January 29, 2011, the Company had $1.7 billion...

  • Page 21
    ...Unresolved Staff Comments. None. Item 2. Properties. We have Company-operated stores in the United States, Canada, the United Kingdom, France, Ireland, Japan, China, and Italy. As of January 29, 2011, the Company-operated stores aggregated approximately 38.2 million square feet. Almost all of these...

  • Page 22
    ...the ordinary course of our business. Many of these Actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against us from time to time include commercial, intellectual property, customer, employment, data privacy, and securities related claims, including class...

  • Page 23
    ... 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 sets forth the market prices and dividends declared and paid for each of the fiscal quarters in fiscal 2010 and fiscal 2009. Market Prices Fiscal Year 2010 Fiscal Year 2009 High...

  • Page 24
    ... 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 as Part of Publicly Announced Plans or...

  • Page 25
    ...'s Consolidated Financial Statements and related notes in Item 8. 2010 (52) Fiscal Year (number of weeks) 2009 (52) 2008 (52) 2007 (52) 2006 (53) Operating Results ($ in millions) Net sales ...Gross margin ...Operating margin ...Income from continuing operations, net of income taxes ...Net income...

  • Page 26
    ...(b) In September 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...

  • Page 27
    ..., 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, the United Kingdom, France, Ireland, Japan, and beginning in November 2010, China and Italy...

  • Page 28
    ...segment. Comparable Store Sales The percentage change in comparable store ("Comp") sales by brand and region and for total Company, as compared with the preceding year, is as follows: Fiscal Year 2010 2009 Gap North America ...Old Navy North America ...Banana Republic North America ...International...

  • Page 29
    ...2010 Number of Store Locations Fiscal 2010 Number of Number of Stores Opened Stores Closed January 29, 2011 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...

  • Page 30
    ... 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 due to a decrease in net sales of $417 million related to our Stores reportable segment...

  • Page 31
    ... of net sales, in fiscal 2009 compared with fiscal 2008. The increase was mainly due to increased marketing expenses primarily for Gap and Old Navy, offset by decreased store payroll and benefits and other store-related expenses. Interest Expense ($ in millions) 2010 Fiscal Year 2009 2008 Interest...

  • 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
    ... from share-based compensation, net of withholding tax payments. Net cash used for financing activities during fiscal 2010 increased $1.4 billion compared with fiscal 2009, primarily due to the following: • $1.4 billion more repurchases of common stock in fiscal 2010 compared with fiscal 2009. Net...

  • Page 34
    ... table reconciles free cash flow, a non-GAAP financial measure, from 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...

  • Page 35
    ... 2011, we announced that the Board of Directors authorized an additional $2 billion for share repurchases. During fiscal 2010, we repurchased approximately 96 million shares for $2.0 billion, including commissions, at an average price per share of $20.44. Contractual Cash Obligations We are party...

  • Page 36
    .... Critical Accounting Policies and Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected...

  • Page 37
    ...future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by factors such as future store results, real estate demand, and economic conditions that can be...

  • Page 38
    ... an important accounting policy. We recognize revenue and the related cost of goods sold at the time the products are received by the customers. For store sales, revenue is recognized when the customer receives and pays for the merchandise at the register, primarily with either cash or credit card...

  • Page 39
    ... Item 8, Financial Statements and Supplementary Data, Note 1 of Notes to Consolidated Financial Statements for recent accounting pronouncements, including the expected dates of adoption and estimated effects on our financial position, statement of cash flows, and results of operations. 32 Gap Inc...

  • Page 40
    ..., 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 denominated primarily in U.S. dollars made by our international subsidiaries whose functional currencies are...

  • Page 41
    Item 8. Financial Statements and Supplementary Data. THE GAP, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets as of January 29, 2011 and January 30, 2010 ...Consolidated Statements of Income for the fiscal ...

  • Page 42
    ...on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the...

  • Page 43
    THE 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 inventory ...Other current assets ...Total current assets ...Property and equipment, net ...

  • Page 44
    ... 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 before income taxes ...Income taxes ...Net income ...Weighted-average number of...

  • Page 45
    ...derivative financial instruments, net of tax benefit of $14 ...Repurchases of common stock ...Reissuance of treasury stock pursuant to stock option and other stock award plans, net of shares withheld for employee taxes ...Tax benefit from exercise of stock options and vesting of stock units ...Share...

  • 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
    ...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, the United Kingdom, France...

  • Page 48
    ... or economic life, up to 15 years Up to 15 years Up to 39 years 3 to 7 years The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts, with any resulting gain or loss recorded in operating expenses in the Consolidated Statements of Income. Costs of...

  • Page 49
    ...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 which...

  • 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
    ... in circumstances indicate that the carrying value of an asset may not be recoverable. Events that result in an impairment review include the decision to close a store, corporate facility, or distribution center, or a significant decrease in the operating performance of the long-lived asset. Long...

  • Page 52
    ...properties based on the status of our efforts to sublease vacant office space and stores, a review of real estate market conditions, our projections for sublease income, and our assumptions regarding sublease commencement. Pre-Opening Costs Pre-opening and start-up activity costs, which include rent...

  • Page 53
    ... usage of the accounts. We receive cash from the third-party financing company in accordance with the Agreements and based on usage of the Credit Cards. We also receive cash from Visa U.S.A. Inc. in accordance with the Agreements and based on specified transactional fees. We recognize income...

  • Page 54
    ... tax benefits in interest expense and penalties related to unrecognized tax benefits in operating expenses in the Consolidated Statements of Income. See Note 10 of Notes to Consolidated Financial Statements. Recent Accounting Pronouncements In January 2010, the Financial Accounting Standards Board...

  • Page 55
    ... 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 Inc...

  • Page 56
    ...30, 2010 Accrued compensation and benefits ...Unredeemed gift cards, gift certificates, and credit vouchers, net of breakage ...Short-term deferred rent and tenant allowances ...Workers' compensation liability ...Derivative financial instruments ...Accrued advertising ...General insurance liability...

  • Page 57
    ..., net of tax ...Accumulated other comprehensive income ...Sales Return Allowance A summary of activity in the sales return allowance account is as follows: ($ in millions) January 29, 2011 $205 (20) $185 $168 (13) $155 January 30, 2010 January 31, 2009 Balance at beginning of fiscal year...

  • Page 58
    ... Facility is available for general corporate purposes including working capital, trade letters of credit, and standby letters of credit. The facility usage fees and fees related to the Facility fluctuate based on our longterm senior unsecured credit ratings and our leverage ratio. If we were to draw...

  • Page 59
    ... 2 for fiscal 2010. Financial Assets and Liabilities Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents and short-term investments held at amortized cost are as follows: Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active...

  • Page 60
    ...We also use foreign exchange forward contracts to hedge the net assets of international subsidiaries to offset the foreign currency translation and economic exposures related to our investment in the subsidiaries. There were no amounts recorded in income for fiscal 2010, 2009, or 2008 as a result of...

  • Page 61
    ... 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 contingent features underlying the agreements as of January 29, 2011 or January 30, 2010. 54 Gap Inc. Form...

  • Page 62
    ... 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 flow hedges: Accrued expenses...

  • Page 63
    ...follows: Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion) Fiscal Year 2010 2009 ($ in millions) Derivatives in cash flow hedging relationships: Foreign exchange forward contracts ...Cross-currency interest rate swap ... $(50) - $(50) $(33) 3 $(30) 56 Gap Inc. Form 10-K

  • Page 64
    ... of Directors deems appropriate, without further action on the part of the stockholders. No preferred shares have been issued as of January 29, 2011. Share Repurchases Share repurchase activity is as follows: ($ and shares in millions except average per share cost) 2010 Fiscal Year 2009 2008 Number...

  • Page 65
    ...) 2010 Fiscal Year 2009 2008 Stock units ...Stock options ...Employee stock purchase plan ...Share-based compensation expense ...Less: Income tax benefit ...Share-based compensation expense, net of tax ...No material share-based compensation expense was capitalized in fiscal 2010, 2009, and 2008...

  • Page 66
    ...in fiscal 2009 or 2008 as a result of the modification. The modification clause expired in February 2009. Stock Units Under the 2006 Plan, Stock Units are granted to employees and members of the Board of Directors. Vesting generally occurs over a period of three to four years of continued service by...

  • Page 67
    ...: 2010 Fiscal Year 2009 2008 Expected term (in years) ...Expected volatility ...Dividend yield ...Risk-free interest rate ... 4.8 5.0 4.7 29.0% 51.3% 38.3% 1.8% 1.9% 1.7% 2.7% 1.9% 2.5% A summary of stock option activity under the 2006 Plan and 2002 Plan for fiscal 2010 is as follows: Shares...

  • Page 68
    ... 29, 2011 had a weighted-average remaining contractual life of four years. Employee Stock Purchase Plan Under our Employee Stock Purchase Plan ("ESPP"), eligible U.S. employees are able to purchase our common stock at 85 percent of the closing price on the New York Stock Exchange on the last day of...

  • Page 69
    ..., to result in a total net cash outlay of approximately $20 million for the remaining lease terms. Note 10. Income Taxes For financial reporting purposes, components of income before income taxes are as follows: ($ in millions) 2010 Fiscal Year 2009 2008 United States ...Foreign ...Income before...

  • Page 70
    ..., and accordingly, recorded the related tax expense of $7 million in fiscal 2010. The difference between the effective income tax rate and the U.S. federal income tax rate is as follows: 2010 Fiscal Year 2009 2008 Federal tax rate ...State income taxes, less federal benefit ...Tax impact of foreign...

  • Page 71
    ... course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Canada, France, Hong Kong, Japan, and the United Kingdom. We are no longer subject to U.S. federal income tax examinations for fiscal years before...

  • Page 72
    ... during fiscal 2010, 2009, and 2008, respectively. Based on the current projection of service needs, we expect to pay approximately $486 million to IBM over the remaining term of the contract. We have assigned certain store and corporate facility leases to third parties as of January 29, 2011. Under...

  • Page 73
    ...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 ...Direct reportable segment (2) ...Total ...Sales Growth ... $3,454 341 703 872 - 5,370...

  • Page 74
    ...) Fiscal Year 2009 Gap Old Navy Banana Republic Other (3) Total Percentage of Net Sales U.S. (1) ...Canada ...Europe ...Asia ...Other regions ...Total Stores reportable segment ...Direct reportable segment (2) ...Total ...Sales Growth (Decline) ...($ in millions) Fiscal Year 2008 $3,508...

  • 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
    ... 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 U.S. (1) ...Foreign ...Total net sales ...(1) U.S. includes the United States and Puerto Rico. $11...

  • Page 77
    ... control over financial reporting that occurred during the Company's fourth quarter of fiscal 2010 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. Not applicable. 70 Gap Inc. Form 10...

  • Page 78
    ...code of ethics, our Code of Business Conduct, which applies to all employees including our principal executive officer, principal financial officer, controller, and persons performing similar functions. Our Code of Business Conduct is available on our website, gapinc.com, under "Investors, Corporate...

  • Page 79
    ...-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. Form...

  • Page 80
    ... (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: March 28, 2011 Date: March 28, 2011 Date...

  • Page 81
    ..., 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, the...

  • Page 82
    ... 10.15 EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS 10.16 Executive Management Incentive Compensation Award Plan, filed as Appendix A to Registrant's definitive proxy statement for its annual meeting of stockholders held on May 18, 2010, Commission File No. 1-7562. The Gap, Inc. Executive Deferred...

  • Page 83
    ... filed as Appendix C to Registrant's definitive 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...

  • Page 84
    ...No. 333-72921. Form of International Nonqualified Stock Option Agreement under Registrant's 2002 Stock Option Plan, as amended, filed as Exhibit 4.7 to Registrant's Registration Statement on Form S-8, Commission File No. 333-72921. Non-Employee Director Retirement Plan, dated October 27, 1992, filed...

  • Page 85
    ... of Stock Unit Agreement and Stock Unit Deferral Election Form for Nonemployee Directors under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended July 29, 2006, Commission File No. 1-7562. Form of Performance Share Agreement for Executives under...

  • 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
    ... 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 The following 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...

  • Page 88