Banana Republic 2013 Annual Report Download

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2013 Annual Report
2013 Annual Report

Table of contents

  • Page 1
    2013 Annual Report 2013 Annual Report

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    The retail environment has shifted. Technology has changed. Winning means offering our customers an exciting, consistent experience, fully integrated across the physical and digital worlds, whenever they shop. We're competing hard and playing to win.

  • Page 6
    Winning means...

  • Page 7
    ... want to see by blogger, country, gender, product or trend. 50 countries & counting Hello Hungary, Peru, Brazil, Costa Rica and Paraguay - the markets Gap entered in 2013. China is home to more than 80 Gap specialty and outlet stores after just over three years. When we open a new store, we see the...

  • Page 8
    ..., on-trend, wearable product with a strong focus on quality." Jill Stanton EVP, Old Navy Product Development & Design Innovative customer experiences We build our product stories and campaigns to form a seamless shopping experience between mobile, online and our stores. A good example was...

  • Page 9

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  • Page 11
    ... as well." Koran is now a successful motivational speaker, advocating for kids. Open for business in 20 franchise markets Banana Republic's franchise fleet has grown to more than 65 stores, adding 13 stores in 2013. The brand opened in two new countries, South Africa and Peru, as well as its first...

  • Page 12
    ... starting online and finishing in the store - for the customer. Customers talk about how it's made their lives easier, elevated the shopping experience, and given them confidence the product they want will be in our stores. Entering the luxury market Acquiring Intermix offers a connection to brands...

  • Page 13

  • Page 14
    ...pages, across our portfolio of brands, we are listening to our customers around the world, using technology to bring ease and convenience to shopping, and offering amazing product that embodies the world's favorite for American style." Glenn Murphy | Chairman of the Board and Chief Executive Officer

  • Page 15
    ... digital capabilities, drawing new loyal customers through great product, and the commitment to continuous improvement in our operating model in order to win. Our portfolio of brands - including our iconic brands, Gap, Banana Republic and Old Navy and our developing brands, Athleta, Piperlime and...

  • Page 16
    .... In 2013, we pushed forward on our global growth plans. With its distinctive fun-family-fashion proposition, Old Navy International grew from just one store in Japan at the beginning of the year, to nearly 20. In 2014 Old Navy will also open its first store in China and its first franchise country...

  • Page 17
    ... annual growth rate of 17 percent. We're proud that we delivered another year of double-digit earnings per share growth in 2013, specifically 18 percent growth to $2.74 per share for the year. Underpinning our commercial progress and our priorities, our promise to do more than sell clothes continues...

  • Page 18
    ... style and guided by a promise to do more than sell clothes. Minimum wage increase Remediation Scalability 65,000 That's the number of U.S. employees across our brands that will benefit from our commitment to increase the minimum hourly rate to $9 in 2014 and $10 in 2015. By using Better Work...

  • Page 19
    ...or 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended February 1, 2014 Transition 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...

  • Page 20
    ... and store closings in fiscal 2014; • net square footage change in fiscal 2014; • the number of new franchise stores in fiscal 2014; • operating margin in fiscal 2014; • the effective tax rate in fiscal 2014; • current cash balances and cash flows being sufficient to support our business...

  • Page 21
    ... store locations effectively; • the risk that comparable sales and margins will experience fluctuations; • the risk that changes in our credit profile or deterioration in market conditions may limit our access to the capital markets and adversely impact our financial results or our business...

  • Page 22
    ... net sales and profitability are difficult to predict. These forward-looking statements are based on information as of March 24, 2014, and we assume no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results...

  • Page 23
    ..., Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations 12 15 17 31 33 70 70 70 PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive...

  • Page 24
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  • Page 25
    ... for men and women at higher price points than Gap. Today, customers can purchase Banana Republic products globally in our specialty and outlet stores, online, and in franchise stores. Old Navy. Old Navy opened its first store in 1994, making current American essentials accessible to every family...

  • Page 26
    ... also offers exclusive designer product. Customers can shop in stores in the United States and Canada, and online. All sales to customers are tendered for cash, debit cards, credit cards, or personal checks. We also issue and redeem gift cards through our brands. Gap, Banana Republic, and Old Navy...

  • Page 27
    ..., 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 strategy to expand internationally. For additional information on risks related to our franchise business, see...

  • Page 28
    ... Officer from January 2010 to November 2013; Executive Vice President and Chief Information Officer of The Limited Brands, Inc., an apparel company, from 2006 to 2009; Senior Vice President, INSIGHT Program of The Limited Brands, Inc. from 2004 to 2006. Stefan Larsson, 39, Global President, Old Navy...

  • Page 29
    ... customer demand in a timely manner. However, lead times for many of our design and purchasing decisions may be long, which makes it more difficult for us to respond rapidly to new or changing apparel trends or consumer acceptance of our products. The global apparel retail business fluctuates...

  • Page 30
    ...Banana Republic, and Old Navy brands. Each global brand president oversees their brand's specialty, outlet, online, and franchise operations. In addition, we currently plan to open additional Old Navy stores outside of North America, open additional Gap stores in China, open additional international...

  • Page 31
    ..., so increases in the price of petroleum products can adversely affect our gross margins. Risks associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct, could harm our business. We purchase nearly all merchandise from...

  • Page 32
    ... or will operate, stores that sell apparel and related products under our brand names. The effect of these arrangements on our business and results of operations is uncertain and will depend upon various factors, including the demand for our products in new markets internationally and our ability to...

  • Page 33
    ... further develop an omni-channel shopping experience for our customers through the integration of our store and digital shopping channels. Examples of our recent omni-channel initiatives include our ship-from-store and reserve-in-store programs, in which store inventory can be used to satisfy online...

  • Page 34
    ... customers, our employees, and other third parties. Our business employs systems and websites that allow for the secure storage and transmission of proprietary or confidential information regarding our customers, employees, job applicants, and others, including credit card information and personal...

  • Page 35
    ... million square feet of corporate office space located in San Francisco, Rocklin, Petaluma, Pleasanton, and Los Angeles, California; New York, New York; Albuquerque, New Mexico; and Toronto, Ontario, Canada. We also lease regional offices in North America and in various international locations. We...

  • Page 36
    ...stock is traded is the New York Stock Exchange. The number of holders of record of our stock as of March 18, 2014 was 7,545. The table below sets forth the market prices and dividends declared and paid for each of the fiscal quarters in fiscal 2013 and 2012. Market Prices Fiscal 2013 High Low Fiscal...

  • Page 37
    ... for our common stock assumes quarterly reinvestment of dividends. TOTAL RETURN TO STOCKHOLDERS (Assumes $100 investment on 1/31/2009) Total Return Analysis 1/31/2009 1/30/2010 1/29/2011 1/28/2012 2/2/2013 2/1/2014 The Gap, Inc. S&P 500 Dow Jones U.S. Apparel Retailers $ $ $ 100.00 100.00 100...

  • Page 38
    ... table presents information with respect to purchases of common stock of the Company made during the thirteen weeks ended February 1, 2014 by The Gap, Inc. or any affiliated purchaser, as defined in Exchange Act Rule 10b-18(a)(3): Total Number of Shares Purchased as Part of Publicly Announced Plans...

  • Page 39
    ... the Company's Consolidated Financial Statements and related notes in Item 8. Fiscal Year (number of weeks) 2013 (52) 2012 (53) 2011 (52) 2010 (52) 2009 (52) Operating Results ($ in millions) Net sales Gross margin Operating margin Net income Cash dividends paid Per Share Data (number of shares in...

  • Page 40
    ..., 2012, we acquired all of the outstanding capital stock of Intermix, a multi-brand specialty retailer of luxury and contemporary apparel and accessories, for an aggregate purchase price of $129 million. Beginning in fiscal 2011, we report comparable sales including the associated comparable online...

  • Page 41
    ...our business activities are managed and evaluated. Prior to fiscal 2013, we had two reportable segments: Stores and Direct. The Stores reportable segment included the results of the retail stores for Gap, Old Navy, and Banana Republic. The Direct reportable segment included the results of our online...

  • Page 42
    ... as our merchandise purchases are primarily in U.S. dollars. In fiscal 2014, we expect diluted earnings per share to be in the range of $2.90 to $2.95. Results of Operations Net Sales Net sales primarily consist of retail sales from stores and online, and franchise revenues. See Item 8, Financial...

  • Page 43
    ... to the current year presentation. The percentage change in Comp sales by global brand and for total Company, including the associated comparable online sales, as compared with the preceding year, is as follows: Fiscal Year 2013 2012 Gap Global Old Navy Global Banana Republic Global The Gap, Inc...

  • Page 44
    ...The 31 stores acquired were not included as store openings for fiscal 2012; however, they are included in the ending number of store locations as of February 2, 2013. Gap and Banana Republic outlet stores are reflected in each of the respective brands. In addition, we have franchise agreements with...

  • Page 45
    ...of about 115 Company-operated store locations. We expect square footage for Company-operated stores to increase about 2.5 percent for fiscal 2014. We expect our franchisees to open about 75 franchise stores in fiscal 2014. Net Sales Discussion Our net sales for fiscal 2013 increased $497 million, or...

  • Page 46
    ... in Gap brand marketing and customer relationship marketing, store payroll and other store-related expenses, and higher bonus expense. In fiscal 2014, we expect operating margin to be about 13 percent, flat to fiscal 2013. Interest Expense ($ in millions) 2013 Fiscal Year 2012 2011 Interest...

  • Page 47
    ... from the sale of our merchandise and proceeds from issuance of debt. Our primary uses of cash include merchandise inventory purchases, occupancy costs, personnel-related expenses, purchases of property and equipment, share repurchases, and payment of taxes. In the first quarter of fiscal 2011, we...

  • Page 48
    ... fiscal 2011; • an increase of $237 million related to income taxes payable, net of prepaid income taxes and other tax-related items, in fiscal 2012 compared with fiscal 2011 primarily due to the timing of tax payments; • an increase of $113 million related to accrued expenses and other current...

  • Page 49
    ...under share-based compensation plans, net of withholding taxes, in fiscal 2013 compared with fiscal 2012. Net cash used for financing activities during fiscal 2012 increased $879 million compared with fiscal 2011, primarily due to the following: • $1.6 billion of proceeds from our issuance of long...

  • Page 50
    ...letter of credit agreement. Dividend Policy In determining whether and at what level to declare a dividend, we consider a number of factors including sustainability, operating performance, liquidity, and market conditions. We increased our annual dividend from $0.50 per share in fiscal 2012 to $0.60...

  • Page 51
    ... insurance, taxes, and contingent rent obligations. See Note 12 of Notes to Consolidated Financial Statements for discussion of our operating leases. Represents estimated open purchase orders to purchase inventory as well as commitments for products and services used in the normal course of business...

  • Page 52
    ... physical inventory shortage differs significantly from our estimate, our operating results could be affected. We have not made any material changes in the accounting methodology used to calculate our LCM or inventory shortage adjustments in the past three fiscal years. Impairment of Long-Lived...

  • Page 53
    ... 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. For sales from our online and catalog business...

  • Page 54
    ... 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 55
    ... foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. Consistent with our risk management guidelines, we hedge the following using foreign exchange forward contracts: (1) a significant portion of forecasted merchandise purchases and related...

  • Page 56
    ... placed primarily in money market funds, time deposits, and commercial paper. These investments are classified as heldto-maturity based on our positive intent and ability to hold the securities to maturity. We value these investments at their original purchase prices plus interest that has accrued...

  • Page 57
    ... FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of February 1, 2014 and February 2, 2013 Consolidated Statements of Income for the fiscal years ended February 1, 2014, February 2, 2013, and January 28, 2012 Consolidated Statements...

  • Page 58
    ... opinions. A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other...

  • Page 59
    THE GAP, INC. CONSOLIDATED BALANCE SHEETS February 1, 2014 February 2, 2013 ($ and shares in millions except par value) ASSETS Current assets: Cash and cash equivalents Short-term investments Merchandise inventory Other current assets Total current assets Property and equipment, net Other long-...

  • Page 60
    ... OF INCOME Fiscal Year ($ and shares in millions except per share amounts) 2013 2012 2011 Net sales Cost of goods sold and occupancy expenses Gross profit Operating expenses Operating income Interest expense Interest income Income before income taxes Income taxes Net income Weighted-average number...

  • Page 61
    THE GAP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year ($ in millions) 2013 2012 2011 Net income Other comprehensive income (loss), net of tax: Foreign currency translation, net of tax (tax benefit) of $5, $-, and $(2) Change in fair value of derivative financial instruments, net...

  • Page 62
    ...Common Stock ($ and shares in millions) Balance as of January 29, 2011 Net income Other comprehensive income, net of tax Repurchases of common stock Reissuance of treasury stock under share-based compensation plans, net of shares withheld for employee taxes Tax benefit from exercise of stock options...

  • Page 63
    ...Fiscal Year 2012 ($ in millions) 2013 2011 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 64
    ... Accounting Policies Organization The Gap, Inc., a Delaware Corporation, is a global retailer offering apparel, accessories, and personal care products for men, women, and children under the Gap, Banana Republic, Old Navy, Piperlime, Athleta, and Intermix brands. We have Company-operated stores...

  • Page 65
    ...or market, with cost determined using the weighted-average cost method. We record an adjustment when future estimated selling price is less than cost. We review our inventory levels in order to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of...

  • Page 66
    ... common stock. Revenue Recognition Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register. For sales through online and catalog orders, revenue is recognized at the time we estimate the customer receives the product. Amounts related to shipping...

  • Page 67
    ... 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 68
    ... trade names, 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 and amortization over the revised remaining useful lives of the associated long-lived...

  • Page 69
    ...behavior. Share-based compensation expense is recorded primarily 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. Unredeemed Gift Cards, Gift Certificates, and Credit...

  • Page 70
    ... store locations and online. The co-branded credit card is a VISA credit card bearing the logo of Gap, Banana Republic, or Old Navy 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...

  • Page 71
    ...than not that some portion or all of the deferred tax assets will not be realized. Our income tax expense includes changes in our estimated liability for exposures associated with our various tax filing positions. At any point in time, many tax years are subject to or in the process of being audited...

  • Page 72
    ... was capitalized in fiscal 2013, 2012, and 2011, respectively. We recorded a charge for the impairment of long-lived assets of $1 million, $8 million, and $16 million for fiscal 2013, 2012, and 2011, respectively, which is recorded in operating expenses in the Consolidated Statements of Income. 48

  • Page 73
    ...adjustments to the asset retirement obligation balance and fluctuations in foreign currency exchange rates. The activity was not material for fiscal 2013 or 2012. No other individual items accounted for greater than five percent of total current liabilities as of February 1, 2014 or February 2, 2013...

  • Page 74
    ... rates. The activity was not material for fiscal 2013 or 2012. Sales Return Allowance A summary of activity in the sales return allowance account is as follows: ($ in millions) February 1, 2014 February 2, 2013 January 28, 2012 Balance at beginning of fiscal year Additions Returns Balance at end...

  • Page 75
    ... Trade name Intangible assets subject to amortization Net assets acquired Total purchase price _____ (1) $ 85 38 3 3 129 $ $ $ (4) $ - - 4 - $ 81 38 3 7 129 As previously reported in our Form 10-K for the year ended February 2, 2013. See Note 4 of Notes to Consolidated Financial Statements...

  • Page 76
    ... in operating expenses in the Consolidated Statements of Income for fiscal 2013, 2012, and 2011. Note 5. Long-Term Debt Long-term debt consists of the following: ($ in millions) February 1, 2014 February 2, 2013 Notes Term loan Total long-term debt Less: Current portion Total long-term debt, less...

  • Page 77
    ... posting of cash collateral in support of any outstanding letters of credit under the letter of credit agreement. Note 7. Fair Value Measurements There were no purchases, sales, issuances, or settlements related to recurring level 3 measurements during fiscal 2013 or 2012. There were no transfers...

  • Page 78
    ... Statements, there were no impairment charges recorded for goodwill or other indefinite-lived intangible assets for fiscal 2013, 2012, or 2011. Note 8. Derivative Financial Instruments We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate...

  • Page 79
    ... 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 material amounts recorded in income for fiscal 2013, 2012, or 2011 as a result...

  • Page 80
    ... the unrealized gains and losses from designated cash flow hedges as of February 1, 2014 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of February 1, 2014 shown above. Effective February 3, 2013, we adopted requirements to...

  • Page 81
    ...the Consolidated Statements of Income, on a pre-tax basis are as follows: Fiscal Year ($ in millions) 2013 2012 2011 Gain recognized in operating expenses $ 5 $ 5 $ 7 Note 9. Common Stock Common and Preferred Stock The Company is authorized to issue 2.3 billion shares of common stock. We are...

  • Page 82
    Between August 2010 and January 2013, the Board of Directors authorized a total of $5.25 billion for share repurchases, all of which was completed by the end of January 2014. In November 2013, we announced that the Board of Directors approved a new $1 billion share repurchase authorization, of which...

  • Page 83
    ... other stock awards are granted to officers, directors, eligible employees, and consultants at exercise prices or initial values equal to the fair market value of the Company's common stock at the date of grant or as determined by the Compensation and Management Development Committee of the Board of...

  • Page 84
    ...of Stock Unit activity under the 2011 Plan for fiscal 2013 is as follows: Weighted-Average Grant-Date Fair Value Shares Balance as of February 2, 2013 Granted Granted, with vesting subject to performance conditions Vested Forfeited Balance as of February 1, 2014 A summary of additional information...

  • Page 85
    ...Forfeited/Expired Balance as of February 1, 2014 A summary of additional information about stock options is as follows: 2013 12,800,355 1,498,050 (6,151,766) (746,817) 7,399,822 $ $ $ $ $ 20.56 36.54 18.75 24.77 24.89 Fiscal Year 2012 2011 Weighted-average fair value per share of stock options...

  • Page 86
    ...non-cancelable sublease agreements. Rent expense related to our store premises, corporate facilities, and distribution centers under operating leases is as follows: ($ in millions) 2013 Fiscal Year 2012 2011 Minimum rent expense Contingent rent expense Less: Sublease income Total $ $ 1,162 $ 121...

  • Page 87
    ... as of February 1, 2014 and we have recorded related tax expense of $38 million in fiscal 2013. The difference between the effective tax rate and the U.S. federal tax rate is as follows: 2013 Fiscal Year 2012 2011 Federal tax rate State income taxes, less federal benefit Tax impact of foreign...

  • Page 88
    ... tax benefits is as follows: ($ in millions) 2013 Fiscal Year 2012 2011 Balance at beginning of fiscal year Increases related to current year tax positions Prior year tax positions: Increases Decreases Cash settlements Expiration of statute of limitations Foreign currency translation Balance at end...

  • Page 89
    ... During fiscal 2012 and 2011, interest expense of $5 million and $6 million, respectively, was recognized in the Consolidated Statements of Income relating to tax liabilities. As of February 1, 2014 and February 2, 2013, the Company had total accrued interest related to the unrecognized tax benefits...

  • Page 90
    ...137 $ 47 $ 15 $ 3,718 Represents estimated open purchase orders to purchase inventory as well as commitments for products and services used in the normal course of business. In January 2006, we entered into a ten-year non-exclusive services agreement with IBM under which IBM operates certain...

  • Page 91
    ...our business activities are managed and evaluated. Prior to fiscal 2013, we had two reportable segments: Stores and Direct. The Stores reportable segment included the results of the retail stores for Gap, Old Navy, and Banana Republic. The Direct reportable segment included the results of our online...

  • Page 92
    ...2013, 2012, and 2011, respectively. Net sales by region are allocated based on the location in which the sale was originated. Store sales are allocated based on the location of the store, and online sales are allocated based on the location of the distribution center or store from which the products...

  • Page 93
    Long-lived assets, excluding long-term derivative financial instruments in an asset position and long-term deferred tax assets, by geographic location are as follows: ($ in millions) February 1, 2014 February 2, 2013 U.S. (1) Canada Total North America Other regions Total long-lived assets _____ ...

  • Page 94
    ...quarter of fiscal 2013 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. Part III Item 10. Directors, Executive Officers and Corporate Governance. The information required...

  • Page 95
    ... and Related Transactions, and Director Independence. The information required by this item is incorporated herein by reference to the sections entitled "Other Information" and "Corporate Governance-Director Independence" in the 2014 Proxy Statement. Item 14. Principal Accounting Fees and Services...

  • Page 96
    ... to Consolidated Financial Statements" in Part II, Item 8 of this Form 10K. 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...

  • Page 97
    ...March 24, 2014 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 has been signed below by the following persons on behalf...

  • Page 98
    ...'s Annual Report on Form 10-K for year ended January 29, 2000, Commission File No. 1-7562. Amended and Restated Bylaws of the Company (effective February 26, 2014), filed as Exhibit 3(ii) to Registrant's Form 8-K on February 27, 2014, Commission File No. 1-7562. Indenture, dated as of April 12, 2011...

  • Page 99
    ... for the quarter ended April 30, 2011, Commission File No. 1-7562. Amendment No. 2 to the Credit Agreement dated as of May 1, 2013, filed as Exhibit 10.1 to Registrant's Form 8-K on May 1, 2013, Commission File No. 1-7562. Second Amended and Restated Master Services Agreement between Registrant and...

  • Page 100
    ...and Name Change to Deferred Compensation Plan, filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended October 31, 2009, Commission File No. 1-7562. 1981 Stock Option Plan, filed as Exhibit 4.1 to Registrant's Registration Statement on Form S-8, Commission File No. 33-54690. Management...

  • Page 101
    ... Form of Stock Award Agreement under Registrant's 1996 Stock Option and Award Plan, filed as Exhibit 10.4 to Registrant's Form 10-Q for the quarter ended October 29, 2005, Commission File No. 1-7562. UK Employee Stock Purchase Plan, filed as Exhibit 4.1 to Registrant's Registration Statement on Form...

  • Page 102
    ...49 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, to Nonemployee Director Retirement Plan, dated October 27...

  • Page 103
    ... for the year ended February 2, 2013, Commission File No. 1-7562. Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10. 2 to Registrant's Form 8-K on March 6, 2014, Commission File No. 1-7562. Form of Stock Award Agreement for Executives under the...

  • Page 104
    ...10-K for the year ended February 2, 2013, Commission File No. 1-7562. Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant's form 8-K on March 6, 2014, Commission File No. 1.7562. Form of Restricted Stock Unit Award Agreement under the 2006...

  • Page 105
    ... 31, 2009, Commission File No. 1-7562. Amendment to Agreement with Eva Sage-Gavin dated November 4, 2011, and confirmed on January 3, 2012, filed as Exhibit 10.94 to Registrant's Form 10-K for the year ended January 28, 2012, Commission File No. 1-7562. Amendment to Post-Termination Benefits with...

  • Page 106
    ... to the Amended Service Agreement with Stephen Sunnucks dated August 25, 2011, filed as Exhibit 10.118 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562. Amendment to the Amended Service Agreement with Stephen Sunnucks dated May 30, 2012, filed as Exhibit 10...

  • Page 107
    ... of Business Conduct, filed as Exhibit 14 to Registrant's Form 10-K for the year ended January 30, 2010, Commission File No. 1-7562. Subsidiaries of Registrant Consent of Independent Registered Public Accounting Firm Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap...

  • Page 108
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  • Page 109
    ...of the Board and Chief Executive Officer Michelle Banks EVP, General Counsel, Corporate Secretary and Chief Compliance Officer Jack Calhoun Global President, Banana Republic Tom Keiser EVP, Global Product Operations Stefan Larsson Global President, Old Navy Art Peck President, Growth, Innovation and...

  • Page 110