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2011 Annual Report
SHARING
AMERICAN
STYLE

Table of contents

  • Page 1
    2011 Annual Report SHARING AMERICAN STYLE

  • Page 2
    AROUND THE WORLD.

  • Page 3
    2011 Gap Inc. Annual Report Dear Shareholders, I'm proud to present my fifth Annual Report for Gap Inc. Looking back over the past five years, amid many changing market dynamics, what stands out to me is our firm commitment to the strategy that we began to seed in 2007 and that has been evolving ...

  • Page 4
    Growth 3,263 TOTAL NUMBER OF STORES "Our distinctively American aesthetic has resonated very well, everywhere from Milan to Shanghai to Sydney." Stephen Sunnucks President, International

  • Page 5
    2011 Gap Inc. Annual Report "We win when we deliver the right balance of occasions, style, design and quality that our customer expects." Julie Rosen SVP, Merchandising, Banana Republic Chile

  • Page 6
    ... for International and North America. The first product line from this new team, along with the corresponding "Be Bright" marketing campaign, arrived in stores at the beginning of the 2012 fiscal year. At Old Navy, we adjusted both the product and marketing strategies towards the end of the year. We...

  • Page 7
    ... a number of new tools to allow customers to shop more easily from any location, including their smart phones; establishing a new distribution center in the western United States to better serve our North American customers; and stepping up targeted and personalized online marketing. continued

  • Page 8
    Customers "We have a powerful global ecommerce platform and five incredible brands to drive global online growth." Toby Lenk President, Gap Inc. Direct 39 COUNTRIES STORES IN

  • Page 9
    2011 Gap Inc. Annual Report "To drive a meaningful change in product and marketing, we'll deliver one global product vision to our customers around the world." Pam Wallack EVP, Gap Global Creative Center

  • Page 10
    ... growth strategy, building momentum following our first store openings in 2010. With a total of 14 stores now in China, including our Hong Kong flagship that opened in November and new locations in HangZhou and Tianjin, we expect to have a fleet of about 45 stores by the end of fiscal year 2012...

  • Page 11
    2011 Gap Inc. Annual Report Proceeds were also contributed from a limited edition t-shirt created by our product teams in North America. We take seriously the responsibility to assist the global communities we serve. In my role as chairman of Gap Foundation's Board of Trustees, it's inspiring to ...

  • Page 12
    Values 433 THOUSAND HOU RS VOLU NTEERED "As a company, we invest in career exploration and job readiness for youth to help them prepare for the workforce." Bobbi Silten SVP, President, Gap Foundation

  • Page 13
    2011 Gap Inc. Annual Report "I'm so proud that our volunteerism continues to rise. We have stores with a heart because of our amazing employees." Doris Fisher Co-founder, Gap Inc. $1.2 MILLION IN CLOTHING AND CASH FOR JAPAN DISASTER

  • Page 14
    ... American TV series, Mad Men 5. Customers enjoy benefits and special offers with credit cards from Gap, Banana Republic and Old Navy 6. Banana Republic's "Power Lunch" reaches target customers with flash sales of modern work apparel 7. Piperlime's guest editors provide customers with online styling...

  • Page 15
    ... to Commission File Number 1-7562 (Exact name of registrant as specified in its charter) THE GAP, INC. Delaware 94-1697231 (State of Incorporation) (I.R.S. Employer Identification No.) Two Folsom Street, San Francisco, California 94105 (Address of principal executive offices) (Zip code) Registrant...

  • Page 16
    ... not limited to, statements regarding the following: • our international expansion plans, including our plans to open Old Navy stores outside of North America, open additional Gap stores in China, and open additional international outlet stores; • continued growth of online sales internationally...

  • Page 17
    ... in this Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission ("SEC"). 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...

  • Page 18
    ... and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services ...PART IV Item 15. Exhibits, Financial Statement Schedules ...75 74 74 74 74 74 15 17 19 34 36 73 73 73 5 8 13 14 14 14 4 Gap Inc...

  • Page 19
    ... line and consumables. Customers can purchase Old Navy products in stores in the U.S. and Canada and online, which includes online-exclusive items such as a plus-size line. Piperlime. Launched in 2006, Piperlime is an online fashion boutique. The brand offers customers a fresh and unique mix...

  • Page 20
    ...'s active wear. Customers can purchase Athleta products online, through a catalog, and beginning in 2010, in our stores. 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...

  • Page 21
    .... Under these agreements, third parties operate, or will 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 strategy to expand internationally. For additional...

  • Page 22
    ..., Global Production and Old Navy Supply Chain from 2004 to 2005. John T. (Tom) Keiser, 46, Executive Vice President and Chief Information Officer since January 2010; Executive Vice President and Chief Information Officer of The Limited Brands, Inc., an apparel company, from 2006 to October 2009...

  • Page 23
    ... demands; • attracting consumer traffic; • competitively pricing our products and achieving customer perception of value; • maintaining favorable brand recognition and effectively marketing our products to consumers in several diverse market segments; • developing innovative, high-quality...

  • Page 24
    ... a number of channels and brands, including franchise. For example, we currently plan to open Old Navy stores outside of North America, open additional Gap stores in China, open additional international outlet stores, and continue to grow online sales internationally. We have limited experience...

  • Page 25
    ... fleet of stores, could have a material adverse effect on our results of operations. Additionally, the economic environment may at times make it difficult to determine the fair market rent of retail real estate properties within the United States and internationally. This could impact the quality of...

  • Page 26
    ...general corporate purposes including share repurchases. For further information on our debt and credit facilities, see Item 8, Financial Statements and Supplementary Data, Notes 4 and 5 of Notes to Consolidated Financial Statements of this Form 10-K. Trade matters may disrupt our supply chain. Trade...

  • Page 27
    ... caused damage to our stores and reduced consumer spending in Japan. To the extent any of these events occur, our operations and financial results could be materially, adversely affected. Failure of our vendors to adhere to our code of vendor conduct could harm our business. We purchase nearly all...

  • Page 28
    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 28, 2012, the Company-operated stores aggregated approximately 37.2 million square feet. Almost all of these stores are leased, with one or ...

  • Page 29
    ... is the New York Stock Exchange. The number of holders of record of our stock as of March 13, 2012 was 8,396. The table below sets forth the market prices and dividends declared and paid for each of the fiscal quarters in fiscal 2011 and 2010. Market Prices Fiscal 2011 Fiscal 2010 High Low High...

  • Page 30
    ... of common stock of the Company made during the thirteen weeks ended January 28, 2012 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 31
    ... Company's Consolidated Financial Statements and related notes in Item 8. 2011 (52) Fiscal Year (number of weeks) 2010 (52) 2009 (52) 2008 (52) 2007 (52) Operating Results ($ in millions) Net sales ...Gross margin ...Operating margin ...Income from continuing operations, net of income taxes ...Net...

  • Page 32
    ...a women's sports and active apparel company, for an aggregate purchase price of $148 million. (2) Includes Company-operated and franchise store locations. (3) Beginning in fiscal 2011, we report comparable sales including the associated comparable online sales. Comparable sales for fiscal 2010 have...

  • Page 33
    ... 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, the United Kingdom, France, Ireland, Japan, and...

  • Page 34
    ... in Comp store sales by brand and region and for total Company, excluding the associated comparable online sales, as compared with the preceding year, is as follows: Fiscal Year 2011 2010 Gap North America ...Old Navy North America ...Banana Republic North America ...International ...The Gap, Inc...

  • Page 35
    ... Comp store sales. Current year foreign exchange rates are applied to both current year and prior year Comp sales to achieve a consistent basis for comparison. Store Count and Square Footage Information Net sales per average square foot is as follows: 2011 Fiscal Year 2010 2009 Net sales per...

  • Page 36
    ... Asia, Australia, Eastern Europe, Latin America, the Middle East, and Africa. In fiscal 2012, net of repositions, we expect to open about 125 new Company-operated store locations and close about 115 Company-operated store locations. Through downsizes and net store closures, we expect net square...

  • Page 37
    ... was due to the growth in our online business across all brands, primarily Old Navy, Piperlime, and Athleta, and the incremental sales related to the introduction of international online sales in fiscal 2010. In fiscal 2010, our net sales, including Direct, for the U.S. and Canada were $12.7 billion...

  • Page 38
    ... the filing of a U.S. federal income tax accounting method change application and the resolution of the Internal Revenue Service's review of the Company's federal income tax returns and refund claims for fiscal 2001 through 2006. Interest Income ($ in millions) 2011 Fiscal Year 2010 2009 Interest...

  • Page 39
    ... offset by the release of unrecognized tax benefits for closed years. We currently expect the fiscal 2012 effective tax rate to be about 39.5 percent. The actual rate will ultimately depend on several variables, including the mix of income between domestic and international operations, the overall...

  • Page 40
    ... property and equipment in fiscal 2010 compared with fiscal 2009; and • $17 million less release of restricted cash in fiscal 2010 compared with fiscal 2009. In fiscal 2011, capital expenditures were $548 million. For fiscal 2012, we expect capital expenditures to be about $600 million. Cash Flows...

  • Page 41
    ... result. The following table reconciles free cash flow, a non-GAAP financial measure, from a GAAP financial measure. ($ in millions) 2011 Fiscal Year 2010 2009 Net cash provided by operating activities ...Less: Purchases of property and equipment ...Free cash flow ...Long-Term Debt $1,363 $1,744...

  • Page 42
    ...'s ratings were to occur during fiscal 2012, the increase in our interest expense for fiscal 2012 would be immaterial. In September 2010, we entered into two separate agreements to make unsecured revolving credit facilities available for our operations in China (the "China Facilities"). The China...

  • Page 43
    ... requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review...

  • Page 44
    ... of 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...

  • Page 45
    ... be exposed to losses that could be material. 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 is paid by our...

  • Page 46
    ... 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, debit card, or credit card. For sales from our online and catalog...

  • Page 47
    ... exposed to losses or gains that could be material. Recent Accounting Pronouncements See 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...

  • Page 48
    ... cash flow exposure, net of our foreign exchange derivative financial instruments, of $39 million as of January 28, 2012. Short-Term Borrowings In September 2010, we entered into two separate agreements to make unsecured revolving credit facilities available for our operations in China (the "China...

  • Page 49
    ..., 2012. As the interest rate for the term loan is variable, it is subject to change for all periods presented. Cash Equivalents We have highly liquid fixed and variable income investments classified as cash equivalents, which are placed primarily in money market funds, time deposits, and commercial...

  • Page 50
    ... for the fiscal years ended January 28, 2012, January 29, 2011, and January 30, 2010 ...Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2012, January 29, 2011, and January 30, 2010 ...Notes to Consolidated Financial Statements ... 37 38 39 40 41 42 36 Gap Inc. Form 10...

  • Page 51
    ...") as of January 28, 2012 and January 29, 2011, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended January 28, 2012. We also have audited the Company's internal control over financial reporting as of January 28...

  • Page 52
    THE GAP, INC. CONSOLIDATED BALANCE SHEETS ($ and shares in millions except par value) January 28, 2012 January 29, 2011 ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Merchandise inventory ...Other current assets ...Total current assets ...Property and equipment, net ...

  • Page 53
    THE GAP, INC. CONSOLIDATED STATEMENTS OF INCOME ($ and shares in millions except per share amounts) 2011 Fiscal Year 2010 2009 Net sales ...Cost of goods sold and occupancy expenses ...Gross profit ...Operating expenses ...Operating income ...Interest expense (reversal) ...Interest income ...Income...

  • Page 54
    ... 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-based compensation, net of estimated forfeitures ...Cash dividends ...Balance as of January 29, 2011 ...1,106 (518) (10...

  • Page 55
    ...GAP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in millions) 2011 Fiscal Year 2010 2009 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...

  • Page 56
    ...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, Ireland, and Japan, and...

  • Page 57
    ... Statements of Cash Flows. Property and Equipment Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: Category Term Leasehold improvements Furniture and equipment Buildings and building improvements...

  • Page 58
    ...-out flow assumption, and include treasury stock as a component of stockholders' equity. Revenue Recognition We recognize revenue and the related cost of goods sold at the time the products are received by the customers. Revenue is recognized for store sales when the customer receives and pays for...

  • Page 59
    ... 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 60
    ... sales, expenses, discount rates, and royalty rates. Goodwill and other indefinite-lived intangible assets, including 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...

  • Page 61
    ... and Stock Units. Unredeemed Gift Cards, Gift Certificates, and Credit Vouchers Upon issuance of a gift card, gift certificate, or credit voucher, a liability is established for its cash value. The liability is relieved and net sales are recorded upon redemption by the customer. Over time, some...

  • Page 62
    ... store locations and online. The co-branded credit card is a VISA credit card bearing the logo of Gap, Old Navy, or Banana Republic 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 63
    ... Information Cash and Cash Equivalents and Short-Term Investments Cash and cash equivalents and short-term investments consist of the following: ($ in millions) January 28, 2012 January 29, 2011 Cash (1) ...Bank certificates of deposit and time deposits ...Money market funds ...Domestic commercial...

  • Page 64
    ... on our cash equivalents or short-term investments in fiscal 2011, 2010, or 2009. Other Current Assets Other current assets consist of the following: ($ in millions) January 28, 2012 January 29, 2011 Accounts receivable ...Current portion of deferred tax assets ...Prepaid minimum rent and occupancy...

  • Page 65
    ... 28, 2012 January 29, 2011 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 ...Accrued advertising ...General insurance liability ...Sales return...

  • Page 66
    ..., 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 28, 2012 $229 - $229 $205 (20) $185 January 29, 2011 January 30, 2010 Balance at beginning of fiscal year...

  • Page 67
    ... the Notes, net of the unamortized discount. The estimated fair value of the Notes was $1.19 billion as of January 28, 2012 and was based on the quoted market price of the Notes as of the last business day of fiscal 2011. In April 2011, we also entered into a $400 million, five-year, unsecured term...

  • Page 68
    ... Sheet. The net availability of the China Facilities, reflecting these borrowings and $1 million in bank guarantees related to store leases, was approximately $11 million as of January 28, 2012. The China Facility agreements do not contain any financial covenants. As of January 29, 2011, there were...

  • Page 69
    ... purchase prices plus interest that has accrued at the stated rate. As discussed in Note 2 of Notes to Consolidated Financial Statements, the table above includes money market funds of $338 million as of January 29, 2011 as level 1. Derivative financial instruments primarily include foreign exchange...

  • Page 70
    ... for goodwill or other indefinite-lived intangible assets for fiscal 2011, 2010, or 2009. Note 7. Derivative Financial Instruments 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...

  • Page 71
    ...Outstanding Notional Amounts As of January 28, 2012 and January 29, 2011, we had foreign exchange forward contracts outstanding to sell various currencies related to our forecasted merchandise purchases and forecasted intercompany royalty payments and to buy the following notional amounts: (notional...

  • Page 72
    ... are as follows: January 28, 2012 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 . . Other current assets $ 9 Accrued expenses and other...

  • Page 73
    ... Statements of Income, on a pre-tax basis, are as follows: Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion) Fiscal Year 2011 2010 2009 ($ in millions) Derivatives in cash flow hedging relationships: Foreign exchange forward contracts ...Treasury rate lock agreements...

  • Page 74
    ...) Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Fiscal Year 2011 2010 2009 Derivatives in cash flow hedging relationships: Foreign exchange forward contracts- Cost of goods sold and occupancy expenses ...Foreign exchange forward contracts...

  • Page 75
    ... entered into purchase agreements with individual members of the Fisher family (related party transactions). The Fisher family shares were purchased at the same weighted-average market price that we paid for share repurchases in the open market. During fiscal 2010 and 2009, approximately 0.5 million...

  • Page 76
    ... clause expired in February 2009. Stock Units Under the 2011 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 the employee in equal annual installments. Vesting is immediate...

  • Page 77
    ...: 2011 Fiscal Year 2010 2009 Expected term (in years) ...Expected volatility ...Dividend yield ...Risk-free interest rate ... 4.9 4.8 5.0 30.6% 29.0% 51.3% 2.1% 1.8% 1.9% 2.3% 2.7% 1.9% A summary of stock option activity under the 2011 Plan and the 2002 Plan for fiscal 2011 is as follows: Shares...

  • Page 78
    ... weighted-average remaining contractual life of 3.73 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 the three-month...

  • Page 79
    ... million receivable in the future under non-cancelable sublease agreements. $1,025 917 801 677 530 1,609 $5,559 Rent expense related to our store premises, corporate facilities, and distribution centers under operating leases is as follows: ($ in millions) 2011 Fiscal Year 2010 2009 Minimum rent...

  • Page 80
    ... of time, and accordingly, recorded the related tax expense of $4 million in fiscal 2011. The difference between the effective income tax rate and the U.S. federal income tax rate is as follows: 2011 Fiscal Year 2010 2009 Federal tax rate ...State income taxes, less federal benefit ...Tax impact...

  • Page 81
    ...) 2011 Fiscal Year 2010 2009 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 of fiscal year...

  • Page 82
    ...files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal 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...

  • Page 83
    ... business activities are managed and evaluated. All of our operating segments sell a group of similar products - apparel, accessories, and personal care products. We have two reportable segments: • Stores - The Stores reportable segment includes the results of the retail stores for Gap, Old Navy...

  • Page 84
    ... Financial Statements. Net sales by brand, region, and reportable segment are as follows: ($ in millions) Fiscal 2011 Banana Republic Franchise and Wholesale (3) Piperlime and Athleta Percentage of Net Sales Gap Old Navy Total U.S. (1) ...Canada ...Europe ...Asia ...Other regions ...Total Stores...

  • Page 85
    ... expenditures primarily consist of corporate purchases of property and equipment. Selected financial information by reportable segment and reconciliations to our consolidated totals are as follows: ($ in millions) 2011 Fiscal Year 2010 2009 Operating income: Stores ...Direct ...Operating income...

  • Page 86
    ... location of the distribution center from which the products were shipped. Net sales by geographic location are as follows: ($ in millions) 2011 Fiscal Year 2010 2009 U.S. (1) ...Canada ...Total North America ...Other foreign ...Total net sales ...(1) U.S. includes the United States and Puerto Rico...

  • Page 87
    ... public accounting firm, as stated in their report which is included herein. Changes in Internal Control over Financial Reporting There was no change in the Company's internal control over financial reporting that occurred during the Company's fourth quarter of fiscal 2011 that has materially...

  • Page 88
    ... the 2012 Proxy Statement. See also Part I, Item 1 in the section entitled "Executive Officers of the Registrant." The Company has adopted a code of ethics, our Code of Business Conduct, which applies to all employees including our principal executive officer, principal financial officer, controller...

  • Page 89
    ... to Consolidated Financial Statements" in Part II, Item 8 of this 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...

  • Page 90
    ...: March 26, 2012 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 91
    ... the 3-Year Letter of Credit Agreement with Citicorp USA Inc., filed as Exhibit 10.7 to Registrant's Form 10-Q for the quarter ended May 3, 2008, Commission File No. 1-7562. Letter Agreement dated September 21, 2010 terminating the 3-Year Letter of Credit Agreement with Citicorp USA Inc., filed as...

  • Page 92
    ... 10.12 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. 10.13 The Gap, Inc. Executive Deferred Compensation Plan, filed as Exhibit 10...

  • Page 93
    ...'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's Form 10-Q for the quarter ended...

  • Page 94
    ...'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 as Exhibit 10.43 to Registrant's Annual Report on Form 10-K for the year ended January...

  • Page 95
    ...-K for the year ended February 3, 2007, Commission File No. 1-7562. 2011 Long-Term Incentive Plan, filed as Appendix A to Registrant's definitive proxy statement for its annual meeting of stockholders held on May 17, 2011, Commission File No. 1-7562. Form of Non-qualified Stock Option Agreement for...

  • Page 96
    ... Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 LongTerm Incentive Plan, filed as Exhibit 10.10 to Registrant's Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562. Summary of Revised Timing of Annual Board Member Stock Unit Grants...

  • Page 97
    ... 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 28, 2012, formatted in XBRL (eXtensible Business Reporting...

  • Page 98
    ˆ?200D#FdLMb4v14ZJ)SŠ?200D#FdLMb4v14ZJ) THE GAP, INC. FORM 10-K RR Donnelley ProFile WCRFBU-MWE-XN02 10.7.14 WCRpreeh0dc SFR 22-Mar-2011 04:34 EST CLN 111124 ILB 1 5* PMT 1C [THIS PAGE INTENTIONALLY LEFT BLANK]

  • Page 99
    ..., Global Real Estate Corporate and Shareholder Information Gap Inc. Investor Relations Please see the Investors tab on gapinc.com 2 Folsom Street San Francisco, CA 94105 415-427-0100 [email protected] Stock Exchange listing Trading Symbol "GPS"/New York Stock Exchange Annual Shareholders...

  • Page 100
    Wear your passion.