þ
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the fiscal year ended January 31, 2015
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
For the transition period from
to
|
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)
|
Common Stock, $0.05 par value
|
The New York Stock Exchange
|
(Title of class)
|
(Name of exchange where registered)
|
Large accelerated filer
þ
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
•
|
international expansion, including new Gap and Old Navy stores in Asia, additional international outlet stores, increased international online sales, and franchise expansion;
|
•
|
opening additional Athleta stores;
|
•
|
Intermix opportunities;
|
•
|
Piperlime closure;
|
•
|
product acceptance and consistency improvements, in particular at Gap brand;
|
•
|
investment in digital capabilities and further enhancement of our shopping capabilities;
|
•
|
attracting, retaining, and training talent;
|
•
|
impact of foreign exchange rate fluctuations on financial results;
|
•
|
impact of West Coast port work slowdowns and stoppages on financial results;
|
•
|
our ability to supplement near-term liquidity, if necessary, with our revolving credit facility;
|
•
|
target cash balance and ability to provide for our working capital needs and for unexpected business downturns;
|
•
|
the outcome of proceedings, lawsuits, disputes, and claims;
|
•
|
returning excess cash to shareholders;
|
•
|
the number of new store openings and store closings in fiscal 2015;
|
•
|
net square footage change in fiscal 2015;
|
•
|
the number of new franchise stores in fiscal 2015;
|
•
|
current cash balances and cash flows being sufficient to support our business operations, including growth initiatives and planned capital expenditures;
|
•
|
cash spending for purchases of property and equipment in fiscal 2015;
|
•
|
our intent to increase our dividend in fiscal 2015;
|
•
|
the impact of accounting pronouncements;
|
•
|
the estimates and assumptions we use in our accounting policies;
|
•
|
the assumptions used to estimate the grant date fair value of stock options;
|
•
|
our intention to utilize undistributed earnings of our foreign subsidiaries;
|
•
|
total gross unrecognized tax benefits;
|
•
|
expected payments to International Business Machines Corporation (“IBM”); and
|
•
|
the impact of losses due to indemnification obligations.
|
•
|
the risk that the adoption of new accounting pronouncements will impact future results;
|
•
|
the risk that we or our franchisees will be unsuccessful in gauging apparel trends and changing consumer preferences;
|
•
|
the risk that changes in global economic conditions or consumer spending patterns could adversely impact our results of operations;
|
•
|
the highly competitive nature of our business in the United States and internationally;
|
•
|
the risk that if we are unable to manage our inventory effectively, our gross margins will be adversely affected;
|
•
|
the risks to our efforts to expand internationally, including our ability to operate under a global brand structure, foreign exchange fluctuations, and operating in regions where we have less experience;
|
•
|
the risks to our business, including our costs and supply chain, associated with global sourcing and manufacturing;
|
•
|
the risks to our reputation or operations associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct;
|
•
|
the risk that trade matters could increase the cost or reduce the supply of apparel available to us and adversely affect our business, financial condition, and results of operations;
|
•
|
the risk that our franchisees’ operation of franchise stores is not directly within our control and could impair the value of our brands;
|
•
|
the risk that we or our franchisees will be unsuccessful in identifying, negotiating, and securing new store locations and renewing, modifying, or terminating leases for existing store locations effectively;
|
•
|
the risk that we are subject to data or other security breaches that may result in increased costs, violations of law, significant legal and financial exposure, and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation;
|
•
|
the risk that the failure to attract and retain key personnel, or effectively manage succession, could have an adverse impact on our results of operations;
|
•
|
the risk that our investments in omni-channel shopping initiatives may not deliver the results we anticipate;
|
•
|
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 initiatives;
|
•
|
the risk that updates or changes to our information technology (“IT”) systems may disrupt our operations;
|
•
|
the risk that natural disasters, public health crises, political crises, or other catastrophic events could adversely affect our operations and financial results, or those of our franchisees or vendors;
|
•
|
the risk that changes in the regulatory or administrative landscape could adversely affect our financial condition, strategies, and results of operations;
|
•
|
the risk that we do not repurchase some or all of the shares we anticipate purchasing pursuant to our repurchase program; and
|
•
|
the risk that we will not be successful in defending various proceedings, lawsuits, disputes, claims, and audits.
|
|
|
Page
|
PART I
|
||
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 1B.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
||
PART II
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 7.
|
||
|
|
|
Item 7A.
|
||
|
|
|
Item 8.
|
||
|
|
|
Item 9.
|
||
|
|
|
Item 9A.
|
||
|
|
|
Item 9B.
|
||
|
||
PART III
|
||
|
|
|
Item 10.
|
||
|
|
|
Item 11.
|
||
|
|
|
Item 12.
|
||
|
|
|
Item 13.
|
||
|
|
|
Item 14.
|
||
|
||
PART IV
|
||
|
|
|
Item 15.
|
•
|
anticipating and quickly responding to changing apparel trends and customer demands;
|
•
|
attracting customer traffic both in stores and online;
|
•
|
competitively pricing our products and achieving customer perception of value;
|
•
|
maintaining favorable brand recognition and effectively marketing our products to customers in several diverse market segments and geographic locations;
|
•
|
anticipating and responding to changing customer shopping preferences and practices, including the increasing shift to digital brand engagement, social media communication, and online shopping;
|
•
|
developing innovative, high-quality products in sizes, colors, and styles that appeal to customers of varying age groups and tastes; and
|
•
|
sourcing merchandise efficiently.
|
|
|
Market Prices
|
|
Dividends Declared
and Paid
|
||||||||||||||||||||
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal Year
|
||||||||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
2014
|
|
2013
|
||||||||||||
1st Quarter
|
|
$
|
44.59
|
|
|
$
|
37.00
|
|
|
$
|
39.13
|
|
|
$
|
31.19
|
|
|
$
|
0.22
|
|
|
$
|
0.15
|
|
2nd Quarter
|
|
$
|
42.37
|
|
|
$
|
38.38
|
|
|
$
|
46.56
|
|
|
$
|
38.28
|
|
|
0.22
|
|
|
0.15
|
|
||
3rd Quarter
|
|
$
|
46.85
|
|
|
$
|
35.46
|
|
|
$
|
46.53
|
|
|
$
|
36.13
|
|
|
0.22
|
|
|
0.20
|
|
||
4th Quarter
|
|
$
|
43.85
|
|
|
$
|
37.10
|
|
|
$
|
42.45
|
|
|
$
|
36.39
|
|
|
0.22
|
|
|
0.20
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
0.88
|
|
|
$
|
0.70
|
|
|
|
1/30/2010
|
|
1/29/2011
|
|
1/28/2012
|
|
2/2/2013
|
|
2/1/2014
|
|
1/31/2015
|
||||||||||||
The Gap, Inc.
|
|
$
|
100.00
|
|
|
$
|
102.59
|
|
|
$
|
103.57
|
|
|
$
|
183.44
|
|
|
$
|
215.72
|
|
|
$
|
238.34
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
122.19
|
|
|
$
|
127.34
|
|
|
$
|
148.71
|
|
|
$
|
180.70
|
|
|
$
|
206.41
|
|
Dow Jones U.S. Apparel Retailers
|
|
$
|
100.00
|
|
|
$
|
124.04
|
|
|
$
|
147.67
|
|
|
$
|
184.91
|
|
|
$
|
210.27
|
|
|
$
|
254.63
|
|
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
Including
Commissions
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum Number
(or approximate
dollar amount) of
Shares that May
Yet be Purchased
Under the Plans or
Programs (1)
|
||||
Month #1 (November 2 - November 29)
|
|
1,131,688
|
|
|
$
|
38.24
|
|
|
1,131,688
|
|
|
$407 million
|
Month #2 (November 30 - January 3)
|
|
693,824
|
|
|
$
|
40.08
|
|
|
693,824
|
|
|
$379 million
|
Month #3 (January 4 - January 31)
|
|
1,857,707
|
|
|
$
|
41.40
|
|
|
1,857,707
|
|
|
$302 million
|
Total
|
|
3,683,219
|
|
|
$
|
40.18
|
|
|
3,683,219
|
|
|
|
(1)
|
On October 16, 2014, we announced that the Board of Directors approved a $500 million share repurchase authorization. On February 26, 2015, we announced that the Board of Directors approved a new $1 billion share repurchase authorization. These authorizations have no expiration date.
|
|
|
Fiscal Year (number of weeks)
|
||||||||||||||||||
|
|
2014 (52)
|
|
2013 (52)
|
|
2012 (53)
|
|
2011 (52)
|
|
2010 (52)
|
||||||||||
Operating Results ($ in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
16,435
|
|
|
$
|
16,148
|
|
|
$
|
15,651
|
|
|
$
|
14,549
|
|
|
$
|
14,664
|
|
Gross margin
|
|
38.3
|
%
|
|
39.0
|
%
|
|
39.4
|
%
|
|
36.2
|
%
|
|
40.2
|
%
|
|||||
Operating margin
|
|
12.7
|
%
|
|
13.3
|
%
|
|
12.4
|
%
|
|
9.9
|
%
|
|
13.4
|
%
|
|||||
Net income
|
|
$
|
1,262
|
|
|
$
|
1,280
|
|
|
$
|
1,135
|
|
|
$
|
833
|
|
|
$
|
1,204
|
|
Cash dividends paid
|
|
$
|
383
|
|
|
$
|
321
|
|
|
$
|
240
|
|
|
$
|
236
|
|
|
$
|
252
|
|
Per Share Data (number of shares in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
|
$
|
2.90
|
|
|
$
|
2.78
|
|
|
$
|
2.35
|
|
|
$
|
1.57
|
|
|
$
|
1.89
|
|
Diluted earnings per share
|
|
$
|
2.87
|
|
|
$
|
2.74
|
|
|
$
|
2.33
|
|
|
$
|
1.56
|
|
|
$
|
1.88
|
|
Weighted-average number of shares—basic
|
|
435
|
|
|
461
|
|
|
482
|
|
|
529
|
|
|
636
|
|
|||||
Weighted-average number of shares—diluted
|
|
440
|
|
|
467
|
|
|
488
|
|
|
533
|
|
|
641
|
|
|||||
Cash dividends declared and paid per share
|
|
$
|
0.88
|
|
|
$
|
0.70
|
|
|
$
|
0.50
|
|
|
$
|
0.45
|
|
|
$
|
0.40
|
|
Balance Sheet Information ($ in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Merchandise inventory
|
|
$
|
1,889
|
|
|
$
|
1,928
|
|
|
$
|
1,758
|
|
|
$
|
1,615
|
|
|
$
|
1,620
|
|
Total assets
|
|
$
|
7,690
|
|
|
$
|
7,849
|
|
|
$
|
7,470
|
|
|
$
|
7,422
|
|
|
$
|
7,065
|
|
Working capital
|
|
$
|
2,083
|
|
|
$
|
1,985
|
|
|
$
|
1,788
|
|
|
$
|
2,181
|
|
|
$
|
1,831
|
|
Total long-term debt, less current maturities (1)
|
|
$
|
1,332
|
|
|
$
|
1,369
|
|
|
$
|
1,246
|
|
|
$
|
1,606
|
|
|
$
|
—
|
|
Stockholders’ equity
|
|
$
|
2,983
|
|
|
$
|
3,062
|
|
|
$
|
2,894
|
|
|
$
|
2,755
|
|
|
$
|
4,080
|
|
Other Data ($ and square footage in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash used for purchases of property and equipment
|
|
$
|
714
|
|
|
$
|
670
|
|
|
$
|
659
|
|
|
$
|
548
|
|
|
$
|
557
|
|
Acquisition of business, net of cash acquired (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Percentage increase (decrease) in comparable sales (3)
|
|
—
|
%
|
|
2
|
%
|
|
5
|
%
|
|
(4
|
)%
|
|
2
|
%
|
|||||
Number of Company-operated store locations open at year-end
|
|
3,280
|
|
|
3,164
|
|
|
3,095
|
|
|
3,036
|
|
|
3,068
|
|
|||||
Number of franchise store locations open at year-end
|
|
429
|
|
|
375
|
|
|
312
|
|
|
227
|
|
|
178
|
|
|||||
Number of store locations open at year-end (4)
|
|
3,709
|
|
|
3,539
|
|
|
3,407
|
|
|
3,263
|
|
|
3,246
|
|
|||||
Square footage of Company-operated store space at year-end
|
|
38.1
|
|
|
37.2
|
|
|
36.9
|
|
|
37.2
|
|
|
38.2
|
|
|||||
Percentage increase (decrease) in square footage of Company-operated store space at year-end
|
|
2.4
|
%
|
|
0.8
|
%
|
|
(0.8
|
)%
|
|
(2.6
|
)%
|
|
(1.5
|
)%
|
|||||
Number of employees at year-end
|
|
141,000
|
|
|
137,000
|
|
|
136,000
|
|
|
132,000
|
|
|
134,000
|
|
(1)
|
In April 2012, we made the first scheduled payment of $40 million related to our $400 million term loan and in August 2012, we repaid the remaining $360 million balance in full.
|
(2)
|
On December 31, 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
.
|
(3)
|
Includes the associated comparable online sales.
|
(4)
|
Includes Company-operated and franchise store locations.
|
•
|
Net sales for
fiscal 2014
increased
2 percent
to
$16.4 billion
compared with
$16.1 billion
for
fiscal 2013
. Excluding the impact of foreign exchange, our net sales increased 3 percent for fiscal 2014 compared with fiscal 2013. See Net Sales discussion for impact of foreign exchange.
|
•
|
Comparable sales for
fiscal 2014
were flat compared with a
2 percent
increase last year.
|
•
|
Gross profit was
$6.3 billion
for
fiscal 2014
and
fiscal 2013
. Gross margin for
fiscal 2014
was
38.3 percent
compared with
39.0 percent
for
fiscal 2013
.
|
•
|
Operating margin for
fiscal 2014
was
12.7 percent
compared with
13.3 percent
for
fiscal 2013
. Operating margin is defined as operating income as a percentage of net sales.
|
•
|
Net income was
$1.3 billion
for both
fiscal 2014
and
fiscal 2013
; however, diluted earnings per share increased
5 percent
to
$2.87
for
fiscal 2014
compared with
$2.74
for
fiscal 2013
due to share repurchase activities.
|
•
|
offering product that is consistent, brand-appropriate, and on-trend;
|
•
|
evolving our customer experience to reflect the intersection of digital and physical;
|
•
|
attracting, retaining, and training great talent; and
|
•
|
growing globally across our brands and channels.
|
|
|
Fiscal Year
|
||||
|
|
2014
|
|
2013
|
||
Gap Global
|
|
(5
|
)%
|
|
3
|
%
|
Old Navy Global
|
|
5
|
%
|
|
2
|
%
|
Banana Republic Global
|
|
—
|
%
|
|
(1
|
)%
|
The Gap, Inc.
|
|
—
|
%
|
|
2
|
%
|
|
|
Fiscal Year
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales per average square foot (1)
|
|
$
|
361
|
|
|
$
|
365
|
|
|
$
|
364
|
|
(1)
|
Excludes net sales associated with our online and franchise businesses.
|
|
|
February 1, 2014
|
|
Fiscal 2014
|
|
January 31, 2015
|
|||||||||
|
|
Number of
Store Locations
|
|
Number of
Stores Opened
|
|
Number of
Stores Closed
|
|
Number of
Store Locations
|
|
Square Footage
(in millions)
|
|||||
Gap North America
|
|
968
|
|
|
38
|
|
|
46
|
|
|
960
|
|
|
10.0
|
|
Gap Asia
|
|
228
|
|
|
42
|
|
|
4
|
|
|
266
|
|
|
2.7
|
|
Gap Europe
|
|
193
|
|
|
2
|
|
|
6
|
|
|
189
|
|
|
1.6
|
|
Old Navy North America
|
|
1,004
|
|
|
33
|
|
|
24
|
|
|
1,013
|
|
|
17.2
|
|
Old Navy Asia
|
|
18
|
|
|
25
|
|
|
—
|
|
|
43
|
|
|
0.7
|
|
Banana Republic North America
|
|
596
|
|
|
29
|
|
|
15
|
|
|
610
|
|
|
5.1
|
|
Banana Republic Asia
|
|
43
|
|
|
5
|
|
|
4
|
|
|
44
|
|
|
0.2
|
|
Banana Republic Europe
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
0.1
|
|
Athleta North America
|
|
65
|
|
|
37
|
|
|
1
|
|
|
101
|
|
|
0.4
|
|
Piperlime North America
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Intermix North America
|
|
37
|
|
|
5
|
|
|
—
|
|
|
42
|
|
|
0.1
|
|
Company-operated stores total
|
|
3,164
|
|
|
216
|
|
|
100
|
|
|
3,280
|
|
|
38.1
|
|
Franchise
|
|
375
|
|
|
67
|
|
|
13
|
|
|
429
|
|
|
N/A
|
|
Total
|
|
3,539
|
|
|
283
|
|
|
113
|
|
|
3,709
|
|
|
38.1
|
|
Increase over prior year
|
|
|
|
|
|
|
|
4.8
|
%
|
|
2.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
February 2, 2013
|
|
Fiscal 2013
|
|
February 1, 2014
|
|||||||||
|
|
Number of
Store Locations
|
|
Number of
Stores Opened
|
|
Number of
Stores Closed
|
|
Number of
Store Locations
|
|
Square Footage
(in millions)
|
|||||
Gap North America
|
|
990
|
|
|
38
|
|
|
60
|
|
|
968
|
|
|
10.1
|
|
Gap Asia
|
|
191
|
|
|
40
|
|
|
3
|
|
|
228
|
|
|
2.3
|
|
Gap Europe
|
|
198
|
|
|
3
|
|
|
8
|
|
|
193
|
|
|
1.7
|
|
Old Navy North America
|
|
1,010
|
|
|
27
|
|
|
33
|
|
|
1,004
|
|
|
17.2
|
|
Old Navy Asia
|
|
1
|
|
|
17
|
|
|
—
|
|
|
18
|
|
|
0.2
|
|
Banana Republic North America
|
|
590
|
|
|
21
|
|
|
15
|
|
|
596
|
|
|
5.0
|
|
Banana Republic Asia
|
|
38
|
|
|
6
|
|
|
1
|
|
|
43
|
|
|
0.2
|
|
Banana Republic Europe
|
|
10
|
|
|
1
|
|
|
—
|
|
|
11
|
|
|
0.1
|
|
Athleta North America
|
|
35
|
|
|
30
|
|
|
—
|
|
|
65
|
|
|
0.3
|
|
Piperlime North America
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Intermix North America
|
|
31
|
|
|
7
|
|
|
1
|
|
|
37
|
|
|
0.1
|
|
Company-operated stores total
|
|
3,095
|
|
|
190
|
|
|
121
|
|
|
3,164
|
|
|
37.2
|
|
Franchise
|
|
312
|
|
|
72
|
|
|
9
|
|
|
375
|
|
|
N/A
|
|
Total
|
|
3,407
|
|
|
262
|
|
|
130
|
|
|
3,539
|
|
|
37.2
|
|
Increase over prior year
|
|
|
|
|
|
|
|
3.9
|
%
|
|
0.8
|
%
|
($ in millions)
|
|
Fiscal Year
|
||||||||||
2014
|
|
2013
|
|
2012
|
||||||||
Cost of goods sold and occupancy expenses
|
|
$
|
10,146
|
|
|
$
|
9,855
|
|
|
$
|
9,480
|
|
Gross profit
|
|
$
|
6,289
|
|
|
$
|
6,293
|
|
|
$
|
6,171
|
|
Cost of goods sold and occupancy expenses as a percentage of net sales
|
|
61.7
|
%
|
|
61.0
|
%
|
|
60.6
|
%
|
|||
Gross margin
|
|
38.3
|
%
|
|
39.0
|
%
|
|
39.4
|
%
|
•
|
Cost of goods sold increased 0.4 percent as a percentage of net sales in
fiscal 2014
compared with
fiscal 2013
, primarily driven by increased promotional activities and markdowns; partially offset by the reclassification of a portion of income related to our credit card program from operating expenses to cost of goods sold. Cost of goods sold as a percentage of net sales in fiscal 2014 for our foreign subsidiaries was also negatively impacted by foreign exchange as our merchandise purchases are primarily in U.S. dollars.
|
•
|
Occupancy expenses increased 0.3 percent as a percentage of net sales in
fiscal 2014
compared with
fiscal 2013
, primarily driven by the incremental cost related to new stores without a corresponding increase in total net sales.
|
•
|
Cost of goods sold increased 0.5 percent as a percentage of net sales in fiscal 2013 compared with fiscal 2012, primarily driven by increased promotional activities.
|
•
|
Occupancy expenses decreased 0.1 percent as a percentage of net sales in fiscal 2013 compared with fiscal 2012, primarily driven by the increase in net sales.
|
($ in millions)
|
|
Fiscal Year
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||
Operating expenses
|
|
$
|
4,206
|
|
|
$
|
4,144
|
|
|
$
|
4,229
|
|
Operating expenses as a percentage of net sales
|
|
25.6
|
%
|
|
25.7
|
%
|
|
27.0
|
%
|
|||
Operating margin
|
|
12.7
|
%
|
|
13.3
|
%
|
|
12.4
|
%
|
($ in millions)
|
|
Fiscal Year
|
||||||||||
2014
|
|
2013
|
|
2012
|
||||||||
Interest expense
|
|
$
|
75
|
|
|
$
|
61
|
|
|
$
|
87
|
|
($ in millions)
|
|
Fiscal Year
|
||||||||||
2014
|
|
2013
|
|
2012
|
||||||||
Income taxes
|
|
$
|
751
|
|
|
$
|
813
|
|
|
$
|
726
|
|
Effective tax rate
|
|
37.3
|
%
|
|
38.8
|
%
|
|
39.0
|
%
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||
Cash, cash equivalents, and short-term investments
|
|
$
|
1,515
|
|
|
$
|
1,510
|
|
|
$
|
1,510
|
|
Debt
|
|
$
|
1,353
|
|
|
$
|
1,394
|
|
|
$
|
1,246
|
|
Working capital
|
|
$
|
2,083
|
|
|
$
|
1,985
|
|
|
$
|
1,788
|
|
Current ratio
|
|
1.93:1
|
|
|
1.81:1
|
|
|
1.76:1
|
|
•
|
an increase of $284 million related to other current assets and other long-term assets primarily due to the change in timing of payments received related to our credit card program;
|
•
|
an increase of $132 million related to lease incentives and other long-term liabilities primarily due to the receipt of an upfront payment in fiscal 2014 related to the amendment of our credit card program agreement with the third-party financing company, which is being amortized over the term of the contract; and
|
•
|
an increase of $184 million related to merchandise inventory primarily due to timing of receipts; partially offset by
|
•
|
a decrease of $146 million related to accounts payable primarily due to timing of payments;
|
•
|
a decrease of $28 million related to accrued expenses and other current liabilities primarily due to timing of payments; and
|
•
|
a decrease of $18 million in net income.
|
•
|
a decrease of $220 million related to income taxes payable, net of prepaid income taxes and other tax-related items, in fiscal 2013 compared with fiscal 2012 primarily due to the timing of tax payments;
|
•
|
a decrease of $73 million related to accrued expenses and other current liabilities primarily due to a higher bonus payout in fiscal 2013 compared with fiscal 2012;
|
•
|
a decrease of $71 million related to non-cash and other items primarily due to the realized gain related to our derivative financial instruments in fiscal 2013 compared with a realized loss in fiscal 2012;
|
•
|
a decrease of $67 million related to lease incentives and other long-term liabilities primarily due to the resolution of tax matters, including interest, and an increase in lease incentives in fiscal 2012 related to the relocation of our New York headquarter offices; and
|
•
|
a decrease of $50 million related to merchandise inventory primarily due to volume and timing of receipts; partially offset by
|
•
|
an increase in net income of $145 million; and
|
•
|
a deferred tax provision of $69 million in fiscal 2013 compared with a deferred tax benefit of $37 million in fiscal 2012.
|
•
|
$
121 million of proceeds from the sale of a building owned but no longer occupied by the Company in fiscal 2014; partially offset by
|
•
|
$50 million less maturities of short-term investments in fiscal 2014; and
|
•
|
$44 million more property and equipment purchases in fiscal 2014.
|
•
|
$129 million used for the acquisition of Intermix in fiscal 2012; and
|
•
|
$50 million of maturities of short-term investments in fiscal 2013 compared with $50 million of net purchases in fiscal 2012.
|
•
|
$200 million more repurchases of common stock in fiscal 2014;
|
•
|
$144 million proceeds from issuance of long-term debt in fiscal 2013;
|
•
|
$62 million more cash dividends paid in fiscal 2014; and
|
•
|
$59 million less net proceeds from issuances under share-based compensation plans in fiscal 2014.
|
•
|
$419 million of payments of debt in fiscal 2012;
|
•
|
$144 million of proceeds from issuance of long-term debt in fiscal 2013; and
|
•
|
$51 million less repurchases of common stock in fiscal 2013 compared with fiscal 2012, partially offset by
|
•
|
$81 million more dividends paid in fiscal 2013 compared with fiscal 2012; and
|
•
|
$77 million less net proceeds from issuances under share-based compensation plans in fiscal 2013 compared with fiscal 2012.
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities
|
|
$
|
2,129
|
|
|
$
|
1,705
|
|
|
$
|
1,936
|
|
Less: Purchases of property and equipment
|
|
(714
|
)
|
|
(670
|
)
|
|
(659
|
)
|
|||
Free cash flow
|
|
$
|
1,415
|
|
|
$
|
1,035
|
|
|
$
|
1,277
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
($ in millions)
|
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5
Years
|
|
Total
|
||||||||||
Long-term debt (1)
|
|
$
|
21
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
1,250
|
|
|
$
|
1,356
|
|
Interest payments on long-term debt
|
|
75
|
|
|
149
|
|
|
150
|
|
|
107
|
|
|
481
|
|
|||||
Operating leases (2)
|
|
1,136
|
|
|
2,016
|
|
|
1,398
|
|
|
1,701
|
|
|
6,251
|
|
|||||
Purchase obligations and commitments (3)
|
|
3,984
|
|
|
107
|
|
|
10
|
|
|
10
|
|
|
4,111
|
|
|||||
Total contractual cash obligations
|
|
$
|
5,216
|
|
|
$
|
2,357
|
|
|
$
|
1,558
|
|
|
$
|
3,068
|
|
|
$
|
12,199
|
|
(1)
|
Represents principal maturities, excluding interest. See Note 5 of Notes to Consolidated Financial Statements.
|
(2)
|
Excludes maintenance, insurance, taxes, and contingent rent obligations. See Note 12 of Notes to Consolidated Financial Statements for discussion of our operating leases.
|
(3)
|
Represents estimated open purchase orders to purchase inventory as well as commitments for products and services used in the normal course of business.
|
|
|
Expected Maturity Date (Fiscal Year)
|
|
|
|
|||||||||||||||||||
(
¥
in billions)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Total
|
|
Fair Value (1)
|
||||||||||||
Principal payments
|
|
¥
|
2.5
|
|
|
¥
|
2.5
|
|
|
¥
|
7.5
|
|
|
¥
|
—
|
|
|
¥
|
12.5
|
|
|
¥
|
12.5
|
|
Average interest rate (2)
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
|
(1)
|
The carrying amount of the Japan Term Loan approximates its fair value as the interest rate varies depending on market rates.
|
(2)
|
The average interest rate for all periods presented was calculated based on the Tokyo Interbank Offered Rate plus a fixed margin as of
January 31, 2015
. As the interest rate for the term loan is variable, it is subject to change for all periods presented.
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ and shares in millions except par value)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,515
|
|
|
$
|
1,510
|
|
Merchandise inventory
|
|
1,889
|
|
|
1,928
|
|
||
Other current assets
|
|
913
|
|
|
992
|
|
||
Total current assets
|
|
4,317
|
|
|
4,430
|
|
||
Property and equipment, net
|
|
2,773
|
|
|
2,758
|
|
||
Other long-term assets
|
|
600
|
|
|
661
|
|
||
Total assets
|
|
$
|
7,690
|
|
|
$
|
7,849
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current maturities of debt
|
|
$
|
21
|
|
|
$
|
25
|
|
Accounts payable
|
|
1,173
|
|
|
1,242
|
|
||
Accrued expenses and other current liabilities
|
|
1,020
|
|
|
1,142
|
|
||
Income taxes payable
|
|
20
|
|
|
36
|
|
||
Total current liabilities
|
|
2,234
|
|
|
2,445
|
|
||
Long-term liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
1,332
|
|
|
1,369
|
|
||
Lease incentives and other long-term liabilities
|
|
1,141
|
|
|
973
|
|
||
Total long-term liabilities
|
|
2,473
|
|
|
2,342
|
|
||
Commitments and contingencies (see Notes 12 and 16)
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Common stock $0.05 par value
|
|
|
|
|
||||
Authorized 2,300 shares for all periods presented; Issued 421 and 1,106 shares; Outstanding 421 and 446 shares
|
|
21
|
|
|
55
|
|
||
Additional paid-in capital
|
|
—
|
|
|
2,899
|
|
||
Retained earnings
|
|
2,797
|
|
|
14,218
|
|
||
Accumulated other comprehensive income
|
|
165
|
|
|
135
|
|
||
Treasury stock at cost (0 and 660 shares)
|
|
—
|
|
|
(14,245
|
)
|
||
Total stockholders' equity
|
|
2,983
|
|
|
3,062
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
7,690
|
|
|
$
|
7,849
|
|
|
|
Fiscal Year
|
||||||||||
($ and shares in millions except per share amounts)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
16,435
|
|
|
$
|
16,148
|
|
|
$
|
15,651
|
|
Cost of goods sold and occupancy expenses
|
|
10,146
|
|
|
9,855
|
|
|
9,480
|
|
|||
Gross profit
|
|
6,289
|
|
|
6,293
|
|
|
6,171
|
|
|||
Operating expenses
|
|
4,206
|
|
|
4,144
|
|
|
4,229
|
|
|||
Operating income
|
|
2,083
|
|
|
2,149
|
|
|
1,942
|
|
|||
Interest expense
|
|
75
|
|
|
61
|
|
|
87
|
|
|||
Interest income
|
|
(5
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|||
Income before income taxes
|
|
2,013
|
|
|
2,093
|
|
|
1,861
|
|
|||
Income taxes
|
|
751
|
|
|
813
|
|
|
726
|
|
|||
Net income
|
|
$
|
1,262
|
|
|
$
|
1,280
|
|
|
$
|
1,135
|
|
Weighted-average number of shares—basic
|
|
435
|
|
|
461
|
|
|
482
|
|
|||
Weighted-average number of shares—diluted
|
|
440
|
|
|
467
|
|
|
488
|
|
|||
Earnings per share—basic
|
|
$
|
2.90
|
|
|
$
|
2.78
|
|
|
$
|
2.35
|
|
Earnings per share—diluted
|
|
$
|
2.87
|
|
|
$
|
2.74
|
|
|
$
|
2.33
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
1,262
|
|
|
$
|
1,280
|
|
|
$
|
1,135
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation, net of tax (tax benefit) of $(2), $5, and $-
|
|
(47
|
)
|
|
(51
|
)
|
|
(71
|
)
|
|||
Change in fair value of derivative financial instruments, net of tax of $48, $30, and $18
|
|
118
|
|
|
48
|
|
|
28
|
|
|||
Reclassification adjustment for realized gains on derivative financial instruments, net of tax of $(20), $(27), and $(4)
|
|
(41
|
)
|
|
(43
|
)
|
|
(5
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
30
|
|
|
(46
|
)
|
|
(48
|
)
|
|||
Comprehensive income
|
|
$
|
1,292
|
|
|
$
|
1,234
|
|
|
$
|
1,087
|
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income |
|
Treasury Stock
|
|
|
||||||||||||||||||
($ and shares in millions except per share amounts)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Total
|
||||||||||||||||||||
Balance as of January 28, 2012
|
|
1,106
|
|
|
$
|
55
|
|
|
$
|
2,867
|
|
|
$
|
12,364
|
|
|
$
|
229
|
|
|
(621
|
)
|
|
$
|
(12,760
|
)
|
|
$
|
2,755
|
|
Net income
|
|
|
|
|
|
|
|
1,135
|
|
|
|
|
|
|
|
|
1,135
|
|
||||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
|
|
|
|
(48
|
)
|
||||||||||||
Repurchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
(34
|
)
|
|
(1,026
|
)
|
|
(1,026
|
)
|
|||||||||||
Reissuance of treasury stock under share-based compensation plans, net of shares withheld for employee taxes
|
|
|
|
|
|
(147
|
)
|
|
|
|
|
|
12
|
|
|
321
|
|
|
174
|
|
||||||||||
Tax benefit from exercise of stock options and vesting of stock units
|
|
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
33
|
|
||||||||||||
Share-based compensation, net of estimated forfeitures
|
|
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
111
|
|
||||||||||||
Common stock cash dividends ($0.50 per share)
|
|
|
|
|
|
|
|
(240
|
)
|
|
|
|
|
|
|
|
(240
|
)
|
||||||||||||
Balance as of February 2, 2013
|
|
1,106
|
|
|
55
|
|
|
2,864
|
|
|
13,259
|
|
|
181
|
|
|
(643
|
)
|
|
(13,465
|
)
|
|
2,894
|
|
||||||
Net income
|
|
|
|
|
|
|
|
1,280
|
|
|
|
|
|
|
|
|
1,280
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
(46
|
)
|
|
|
|
|
|
(46
|
)
|
||||||||||||
Repurchases of common stock
|
|
|
|
|
|
|
|
|
|
|
|
(26
|
)
|
|
(1,009
|
)
|
|
(1,009
|
)
|
|||||||||||
Reissuances of treasury stock under share-based compensation plans, net of shares withheld for employee taxes
|
|
|
|
|
|
(132
|
)
|
|
|
|
|
|
9
|
|
|
229
|
|
|
97
|
|
||||||||||
Tax benefit from exercise of stock options and vesting of stock units
|
|
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
50
|
|
||||||||||||
Share-based compensation, net of estimated forfeitures
|
|
|
|
|
|
117
|
|
|
|
|
|
|
|
|
|
|
117
|
|
||||||||||||
Common stock cash dividends ($0.70 per share)
|
|
|
|
|
|
|
|
(321
|
)
|
|
|
|
|
|
|
|
(321
|
)
|
||||||||||||
Balance as of February 1, 2014
|
|
1,106
|
|
|
55
|
|
|
2,899
|
|
|
14,218
|
|
|
135
|
|
|
(660
|
)
|
|
(14,245
|
)
|
|
3,062
|
|
||||||
Net income
|
|
|
|
|
|
|
|
1,262
|
|
|
|
|
|
|
|
|
1,262
|
|
||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
30
|
|
||||||||||||
Repurchases of common stock
|
|
(29
|
)
|
|
(1
|
)
|
|
(155
|
)
|
|
(973
|
)
|
|
|
|
(1
|
)
|
|
(35
|
)
|
|
(1,164
|
)
|
|||||||
Reissuance of treasury stock under share-based compensation plans, net of shares withheld for employee taxes
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
1
|
|
|
23
|
|
|
21
|
|
||||||||||
Retirement of treasury stock
|
|
(660
|
)
|
|
(33
|
)
|
|
(2,897
|
)
|
|
(11,327
|
)
|
|
|
|
660
|
|
|
14,257
|
|
|
—
|
|
|||||||
Issuance of common stock under share-based compensation plans, net of shares withheld for employee taxes
|
|
4
|
|
|
—
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
17
|
|
||||||||||
Tax benefit from exercise of stock options and vesting of stock units
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
37
|
|
||||||||||||
Share-based compensation, net of estimated forfeitures
|
|
|
|
|
|
101
|
|
|
|
|
|
|
|
|
|
|
101
|
|
||||||||||||
Common stock cash dividends ($0.88 per share)
|
|
|
|
|
|
|
|
(383
|
)
|
|
|
|
|
|
|
|
(383
|
)
|
||||||||||||
Balance as of January 31, 2015
|
|
421
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
2,797
|
|
|
$
|
165
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
2,983
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,262
|
|
|
$
|
1,280
|
|
|
$
|
1,135
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
564
|
|
|
536
|
|
|
559
|
|
|||
Amortization of lease incentives
|
|
(64
|
)
|
|
(66
|
)
|
|
(76
|
)
|
|||
Share-based compensation
|
|
100
|
|
|
116
|
|
|
113
|
|
|||
Tax benefit from exercise of stock options and vesting of stock units
|
|
37
|
|
|
50
|
|
|
33
|
|
|||
Excess tax benefit from exercise of stock options and vesting of stock units
|
|
(38
|
)
|
|
(56
|
)
|
|
(34
|
)
|
|||
Non-cash and other items
|
|
(56
|
)
|
|
(60
|
)
|
|
11
|
|
|||
Deferred income taxes
|
|
75
|
|
|
69
|
|
|
(37
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Merchandise inventory
|
|
(9
|
)
|
|
(193
|
)
|
|
(143
|
)
|
|||
Other current assets and other long-term assets
|
|
240
|
|
|
(44
|
)
|
|
(44
|
)
|
|||
Accounts payable
|
|
(41
|
)
|
|
105
|
|
|
91
|
|
|||
Accrued expenses and other current liabilities
|
|
(33
|
)
|
|
(5
|
)
|
|
68
|
|
|||
Income taxes payable, net of prepaid and other tax-related items
|
|
(87
|
)
|
|
(74
|
)
|
|
146
|
|
|||
Lease incentives and other long-term liabilities
|
|
179
|
|
|
47
|
|
|
114
|
|
|||
Net cash provided by operating activities
|
|
2,129
|
|
|
1,705
|
|
|
1,936
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(714
|
)
|
|
(670
|
)
|
|
(659
|
)
|
|||
Proceeds from sale of property and equipment
|
|
121
|
|
|
—
|
|
|
—
|
|
|||
Purchases of short-term investments
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|||
Maturities of short-term investments
|
|
—
|
|
|
50
|
|
|
150
|
|
|||
Acquisition of business
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||
Other
|
|
(3
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|||
Net cash used for investing activities
|
|
(596
|
)
|
|
(624
|
)
|
|
(844
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Payments of short-term debt
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
144
|
|
|
—
|
|
|||
Payments of long-term debt
|
|
(21
|
)
|
|
—
|
|
|
(400
|
)
|
|||
Proceeds from issuances under share-based compensation plans, net of withholding tax payments
|
|
38
|
|
|
97
|
|
|
174
|
|
|||
Repurchases of common stock
|
|
(1,179
|
)
|
|
(979
|
)
|
|
(1,030
|
)
|
|||
Excess tax benefit from exercise of stock options and vesting of stock units
|
|
38
|
|
|
56
|
|
|
34
|
|
|||
Cash dividends paid
|
|
(383
|
)
|
|
(321
|
)
|
|
(240
|
)
|
|||
Other
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net cash used for financing activities
|
|
(1,507
|
)
|
|
(1,004
|
)
|
|
(1,481
|
)
|
|||
Effect of foreign exchange rate fluctuations on cash and cash equivalents
|
|
(21
|
)
|
|
(27
|
)
|
|
(36
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
5
|
|
|
50
|
|
|
(425
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
1,510
|
|
|
1,460
|
|
|
1,885
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
1,515
|
|
|
$
|
1,510
|
|
|
$
|
1,460
|
|
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment not yet paid at end of period
|
|
$
|
73
|
|
|
$
|
90
|
|
|
$
|
74
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest during the period
|
|
$
|
77
|
|
|
$
|
77
|
|
|
$
|
83
|
|
Cash paid for income taxes during the period, net of refunds
|
|
$
|
714
|
|
|
$
|
805
|
|
|
$
|
582
|
|
Category
|
|
Term
|
Leasehold improvements
|
|
Shorter of remaining lease term or economic life, up to 15 years
|
Furniture and equipment
|
|
Up to 15 years
|
Buildings and building improvements
|
|
Up to 39 years
|
Software
|
|
3 to 7 years
|
•
|
the cost of merchandise;
|
•
|
inventory shortage and valuation adjustments;
|
•
|
freight charges;
|
•
|
shipping and handling costs;
|
•
|
costs associated with our sourcing operations, including payroll and related benefits;
|
•
|
production costs;
|
•
|
insurance costs related to merchandise; and
|
•
|
rent, occupancy, depreciation, and amortization related to our store operations, distribution centers, and certain corporate functions.
|
•
|
payroll and 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 general and administrative expenses;
|
•
|
rent, occupancy, depreciation, and amortization for our corporate facilities; and
|
•
|
other expenses (income).
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Foreign currency transaction gain (loss)
|
|
$
|
(34
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
Realized and unrealized gain from certain derivative financial instruments
|
|
28
|
|
|
16
|
|
|
9
|
|
|||
Net foreign exchange gain (loss)
|
|
$
|
(6
|
)
|
|
$
|
17
|
|
|
$
|
6
|
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Cash (1)
|
|
$
|
1,086
|
|
|
$
|
991
|
|
Bank certificates of deposit and time deposits
|
|
341
|
|
|
323
|
|
||
Money market funds
|
|
88
|
|
|
196
|
|
||
Cash equivalents
|
|
429
|
|
|
519
|
|
||
Cash and cash equivalents
|
|
$
|
1,515
|
|
|
$
|
1,510
|
|
(1)
|
Cash includes
$77 million
and
$64 million
of amounts in transit from banks for customer credit card and debit card transactions as of
January 31, 2015
and
February 1, 2014
, respectively.
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Accounts receivable
|
|
$
|
275
|
|
|
$
|
462
|
|
Prepaid minimum rent and occupancy expenses
|
|
149
|
|
|
155
|
|
||
Prepaid income taxes
|
|
148
|
|
|
84
|
|
||
Current portion of deferred tax assets
|
|
142
|
|
|
179
|
|
||
Derivative financial instruments
|
|
134
|
|
|
58
|
|
||
Other
|
|
65
|
|
|
54
|
|
||
Other current assets
|
|
$
|
913
|
|
|
$
|
992
|
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Leasehold improvements
|
|
$
|
3,220
|
|
|
$
|
3,211
|
|
Furniture and equipment
|
|
2,560
|
|
|
2,493
|
|
||
Software
|
|
1,349
|
|
|
1,173
|
|
||
Land, buildings, and building improvements
|
|
1,009
|
|
|
1,106
|
|
||
Construction-in-progress
|
|
167
|
|
|
176
|
|
||
Property and equipment, at cost
|
|
8,305
|
|
|
8,159
|
|
||
Less: Accumulated depreciation
|
|
(5,532
|
)
|
|
(5,401
|
)
|
||
Property and equipment, net of accumulated depreciation
|
|
$
|
2,773
|
|
|
$
|
2,758
|
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Goodwill
|
|
$
|
180
|
|
|
$
|
180
|
|
Long-term income tax-related assets
|
|
124
|
|
|
185
|
|
||
Trade names
|
|
92
|
|
|
92
|
|
||
Other
|
|
204
|
|
|
204
|
|
||
Other long-term assets
|
|
$
|
600
|
|
|
$
|
661
|
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Accrued compensation and benefits
|
|
$
|
278
|
|
|
$
|
327
|
|
Unredeemed gift cards, gift certificates, and credit vouchers, net of breakage
|
|
251
|
|
|
238
|
|
||
Short-term deferred rent and tenant allowances
|
|
102
|
|
|
93
|
|
||
Other
|
|
389
|
|
|
484
|
|
||
Accrued expenses and other current liabilities
|
|
$
|
1,020
|
|
|
$
|
1,142
|
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Long-term deferred rent and tenant allowances
|
|
$
|
773
|
|
|
$
|
766
|
|
Long-term income tax-related liabilities
|
|
93
|
|
|
83
|
|
||
Long-term asset retirement obligations
|
|
63
|
|
|
59
|
|
||
Other
|
|
212
|
|
|
65
|
|
||
Lease incentives and other long-term liabilities
|
|
$
|
1,141
|
|
|
$
|
973
|
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||
Balance at beginning of fiscal year
|
|
$
|
26
|
|
|
$
|
27
|
|
|
$
|
21
|
|
Additions
|
|
896
|
|
|
896
|
|
|
845
|
|
|||
Returns
|
|
(893
|
)
|
|
(897
|
)
|
|
(839
|
)
|
|||
Balance at end of fiscal year
|
|
$
|
29
|
|
|
$
|
26
|
|
|
$
|
27
|
|
($ in millions)
|
Purchase Price Allocation as of Acquisition Date (1)
|
|
Measurement Period Adjustments
|
|
Final Purchase Price Allocation
|
||||||
Goodwill
|
$
|
85
|
|
|
$
|
(4
|
)
|
|
$
|
81
|
|
Trade name
|
38
|
|
|
—
|
|
|
38
|
|
|||
Intangible assets subject to amortization
|
3
|
|
|
—
|
|
|
3
|
|
|||
Net assets acquired
|
3
|
|
|
4
|
|
|
7
|
|
|||
Total purchase price
|
$
|
129
|
|
|
$
|
—
|
|
|
$
|
129
|
|
(1)
|
As previously reported in our Form 10-K for the year ended February 2, 2013.
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Goodwill
|
|
$
|
180
|
|
|
$
|
180
|
|
Trade names
|
|
$
|
92
|
|
|
$
|
92
|
|
Other indefinite-lived intangible assets
|
|
$
|
6
|
|
|
$
|
6
|
|
Intangible assets subject to amortization
|
|
$
|
18
|
|
|
$
|
18
|
|
Less: Accumulated amortization
|
|
(17
|
)
|
|
(17
|
)
|
||
Intangible assets subject to amortization, net
|
|
$
|
1
|
|
|
$
|
1
|
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Notes
|
|
$
|
1,247
|
|
|
$
|
1,247
|
|
Term loan
|
|
106
|
|
|
147
|
|
||
Total long-term debt
|
|
1,353
|
|
|
1,394
|
|
||
Less: Current portion
|
|
(21
|
)
|
|
(25
|
)
|
||
Total long-term debt, less current portion
|
|
$
|
1,332
|
|
|
$
|
1,369
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
($ in millions)
|
|
January 31, 2015
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
429
|
|
|
$
|
88
|
|
|
$
|
341
|
|
|
$
|
—
|
|
Derivative financial instruments
|
|
157
|
|
|
—
|
|
|
157
|
|
|
—
|
|
||||
Deferred compensation plan assets
|
|
40
|
|
|
40
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
626
|
|
|
$
|
128
|
|
|
$
|
498
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
($ in millions)
|
|
February 1, 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
$
|
519
|
|
|
$
|
196
|
|
|
$
|
323
|
|
|
$
|
—
|
|
Derivative financial instruments
|
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
||||
Deferred compensation plan assets
|
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
620
|
|
|
$
|
233
|
|
|
$
|
387
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
(notional amounts in millions)
|
January 31,
2015 |
|
February 1,
2014 |
||||
U.S. dollars (1)
|
$
|
1,395
|
|
|
$
|
1,309
|
|
Canadian dollars
|
C$
|
14
|
|
|
C$
|
8
|
|
Euro
|
€
|
1
|
|
|
€
|
25
|
|
(1)
|
The principal currencies hedged against changes in the U.S. dollar were British pounds, Canadian dollars, Euro, and Japanese yen.
|
($ in millions)
|
January 31,
2015 |
|
February 1,
2014 |
||||
Derivatives designated as cash flow hedges:
|
|
|
|
||||
Other current assets
|
$
|
115
|
|
|
$
|
48
|
|
Other long-term assets
|
$
|
23
|
|
|
$
|
6
|
|
Accrued expenses and other current liabilities
|
$
|
—
|
|
|
$
|
13
|
|
Lease incentives and other long-term liabilities
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
|
||||
Derivatives designated as net investment hedges:
|
|
|
|
||||
Other current assets
|
$
|
1
|
|
|
$
|
1
|
|
Other long-term assets
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses and other current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
Lease incentives and other long-term liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Other current assets
|
$
|
18
|
|
|
$
|
9
|
|
Other long-term assets
|
$
|
—
|
|
|
$
|
—
|
|
Accrued expenses and other current liabilities
|
$
|
1
|
|
|
$
|
1
|
|
Lease incentives and other long-term liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Total derivatives in an asset position
|
$
|
157
|
|
|
$
|
64
|
|
Total derivatives in a liability position
|
$
|
1
|
|
|
$
|
15
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||||
Gain recognized in other comprehensive income
|
$
|
166
|
|
|
$
|
78
|
|
|
$
|
46
|
|
Gain reclassified into cost of goods sold and occupancy expenses
|
$
|
53
|
|
|
$
|
59
|
|
|
$
|
5
|
|
Gain reclassified into operating expenses
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
4
|
|
|
|
|
|
|
|
||||||
Derivatives in net investment hedging relationships:
|
|
|
|
|
|
||||||
Gain recognized in other comprehensive income
|
$
|
4
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Gain recognized in operating expenses
|
$
|
20
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
|
Fiscal Year
|
||||||||||
($ and shares in millions except average per share cost)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Number of shares repurchased
|
|
30
|
|
|
26
|
|
|
34
|
|
|||
Total cost
|
|
$
|
1,164
|
|
|
$
|
1,009
|
|
|
$
|
1,026
|
|
Average per share cost including commissions
|
|
$
|
39.28
|
|
|
$
|
38.42
|
|
|
$
|
29.89
|
|
($ in millions)
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Total
|
||||||
Balance at February 1, 2014
|
$
|
107
|
|
|
$
|
28
|
|
|
$
|
135
|
|
Foreign currency translation
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
|||
Change in fair value of derivative financial instruments
|
—
|
|
|
118
|
|
|
118
|
|
|||
Amounts reclassified from accumulated OCI
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||
Other comprehensive income (loss), net
|
(47
|
)
|
|
77
|
|
|
30
|
|
|||
Balance at January 31, 2015
|
$
|
60
|
|
|
$
|
105
|
|
|
$
|
165
|
|
|
|
|
|
|
|
||||||
($ in millions)
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Total
|
||||||
Balance at February 2, 2013
|
$
|
158
|
|
|
$
|
23
|
|
|
$
|
181
|
|
Foreign currency translation
|
(51
|
)
|
|
—
|
|
|
(51
|
)
|
|||
Change in fair value of derivative financial instruments
|
—
|
|
|
48
|
|
|
48
|
|
|||
Amounts reclassified from accumulated OCI
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
|||
Other comprehensive income (loss), net
|
(51
|
)
|
|
5
|
|
|
(46
|
)
|
|||
Balance at February 1, 2014
|
$
|
107
|
|
|
$
|
28
|
|
|
$
|
135
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock units
|
|
$
|
86
|
|
|
$
|
99
|
|
|
$
|
92
|
|
Stock options
|
|
9
|
|
|
12
|
|
|
17
|
|
|||
Employee stock purchase plan
|
|
5
|
|
|
5
|
|
|
4
|
|
|||
Share-based compensation expense
|
|
100
|
|
|
116
|
|
|
113
|
|
|||
Less: Income tax benefit
|
|
(37
|
)
|
|
(45
|
)
|
|
(44
|
)
|
|||
Share-based compensation expense, net of tax
|
|
$
|
63
|
|
|
$
|
71
|
|
|
$
|
69
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Balance as of February 1, 2014
|
|
8,660,635
|
|
|
$
|
28.25
|
|
Granted
|
|
1,994,936
|
|
|
$
|
39.88
|
|
Granted, with vesting subject to performance conditions
|
|
1,314,252
|
|
|
$
|
40.67
|
|
Vested
|
|
(4,305,360
|
)
|
|
$
|
26.47
|
|
Forfeited
|
|
(2,017,985
|
)
|
|
$
|
38.28
|
|
Balance as of January 31, 2015
|
|
5,646,478
|
|
|
$
|
33.02
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average fair value per share of Stock Units granted
|
|
$
|
40.20
|
|
|
$
|
36.15
|
|
|
$
|
24.95
|
|
Grant-date fair value of Stock Units vested (in millions)
|
|
$
|
114
|
|
|
$
|
63
|
|
|
$
|
50
|
|
|
|
Fiscal Year
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Expected term (in years)
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
Expected volatility
|
|
27.3
|
%
|
|
31.5
|
%
|
|
33.6
|
%
|
Dividend yield
|
|
2.1
|
%
|
|
1.7
|
%
|
|
2.1
|
%
|
Risk-free interest rate
|
|
1.3
|
%
|
|
0.7
|
%
|
|
1.0
|
%
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|||
Balance as of February 1, 2014
|
|
7,399,822
|
|
|
$
|
24.89
|
|
Granted
|
|
1,556,625
|
|
|
$
|
42.18
|
|
Exercised
|
|
(2,892,590
|
)
|
|
$
|
21.35
|
|
Forfeited/Expired
|
|
(868,592
|
)
|
|
$
|
31.69
|
|
Balance as of January 31, 2015
|
|
5,195,265
|
|
|
$
|
30.89
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average fair value per share of stock options granted
|
|
$
|
8.20
|
|
|
$
|
8.25
|
|
|
$
|
6.35
|
|
Aggregate intrinsic value of stock options exercised (in millions)
|
|
$
|
63
|
|
|
$
|
125
|
|
|
$
|
94
|
|
Fair value of stock options vested (in millions)
|
|
$
|
10
|
|
|
$
|
14
|
|
|
$
|
15
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Number of
Shares as of January 31, 2015 |
|
Weighted-
Average
Remaining
Contractual
Life (in years)
|
|
Weighted-
Average
Exercise Price
|
|
Number of
Shares as of January 31, 2015 |
|
Weighted-
Average
Exercise Price
|
||||||
$11.77 - $21.79
|
|
1,531,249
|
|
|
4.84
|
|
$
|
20.63
|
|
|
1,087,788
|
|
|
$
|
20.22
|
|
$22.25 - $25.09
|
|
1,048,257
|
|
|
6.31
|
|
$
|
24.63
|
|
|
406,831
|
|
|
$
|
24.03
|
|
$27.43 - $36.45
|
|
1,195,284
|
|
|
7.77
|
|
$
|
36.25
|
|
|
289,965
|
|
|
$
|
36.10
|
|
$36.87 - 42.12
|
|
128,300
|
|
|
9.02
|
|
$
|
39.94
|
|
|
12,849
|
|
|
$
|
39.15
|
|
$42.20 - $46.41
|
|
1,292,175
|
|
|
9.14
|
|
$
|
42.28
|
|
|
800
|
|
|
$
|
43.31
|
|
|
|
5,195,265
|
|
|
6.98
|
|
$
|
30.89
|
|
|
1,798,233
|
|
|
$
|
23.79
|
|
Vested or expected to vest as of January 31, 2015
|
|
4,913,907
|
|
|
6.89
|
|
$
|
30.46
|
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Minimum rent expense
|
|
$
|
1,209
|
|
|
$
|
1,162
|
|
|
$
|
1,104
|
|
Contingent rent expense
|
|
114
|
|
|
121
|
|
|
123
|
|
|||
Less: Sublease income
|
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Total
|
|
$
|
1,319
|
|
|
$
|
1,279
|
|
|
$
|
1,223
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
United States
|
|
$
|
1,842
|
|
|
$
|
1,817
|
|
|
$
|
1,692
|
|
Foreign
|
|
171
|
|
|
276
|
|
|
169
|
|
|||
Income before income taxes
|
|
$
|
2,013
|
|
|
$
|
2,093
|
|
|
$
|
1,861
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
547
|
|
|
$
|
616
|
|
|
$
|
617
|
|
State
|
|
61
|
|
|
65
|
|
|
56
|
|
|||
Foreign
|
|
68
|
|
|
63
|
|
|
90
|
|
|||
Total current
|
|
676
|
|
|
744
|
|
|
763
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
70
|
|
|
76
|
|
|
(37
|
)
|
|||
State
|
|
6
|
|
|
—
|
|
|
(6
|
)
|
|||
Foreign
|
|
(1
|
)
|
|
(7
|
)
|
|
6
|
|
|||
Total deferred
|
|
75
|
|
|
69
|
|
|
(37
|
)
|
|||
Total provision
|
|
$
|
751
|
|
|
$
|
813
|
|
|
$
|
726
|
|
|
|
Fiscal Year
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
|
3.3
|
|
|
3.1
|
|
|
2.7
|
|
Tax impact of foreign operations
|
|
1.0
|
|
|
0.8
|
|
|
2.0
|
|
Excess foreign tax credits
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
Other
|
|
—
|
|
|
(0.1
|
)
|
|
(0.7
|
)
|
Effective tax rate
|
|
37.3
|
%
|
|
38.8
|
%
|
|
39.0
|
%
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Gross deferred tax assets:
|
|
|
|
|
||||
Deferred rent
|
|
$
|
162
|
|
|
$
|
147
|
|
Accrued payroll and related benefits
|
|
107
|
|
|
127
|
|
||
Nondeductible accruals
|
|
113
|
|
|
104
|
|
||
Inventory capitalization and other adjustments
|
|
63
|
|
|
62
|
|
||
Deferred income
|
|
69
|
|
|
28
|
|
||
Federal, State, and foreign net operating losses
|
|
48
|
|
|
45
|
|
||
Other
|
|
70
|
|
|
70
|
|
||
Total gross deferred tax assets
|
|
632
|
|
|
583
|
|
||
Valuation allowance
|
|
(94
|
)
|
|
(85
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
538
|
|
|
498
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(173
|
)
|
|
(71
|
)
|
||
Unremitted earnings of certain foreign subsidiaries
|
|
(56
|
)
|
|
(38
|
)
|
||
Unrealized net gain on cash flow hedges
|
|
(45
|
)
|
|
(17
|
)
|
||
Other
|
|
(3
|
)
|
|
(16
|
)
|
||
Total deferred tax liabilities
|
|
(277
|
)
|
|
(142
|
)
|
||
Net deferred tax assets
|
|
$
|
261
|
|
|
$
|
356
|
|
Current portion (included in other current assets)
|
|
$
|
142
|
|
|
$
|
179
|
|
Non-current portion (included in other long-term assets)
|
|
119
|
|
|
177
|
|
||
Total
|
|
$
|
261
|
|
|
$
|
356
|
|
|
|
Fiscal Year
|
||||||||||
($ in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of fiscal year
|
|
$
|
72
|
|
|
$
|
109
|
|
|
$
|
102
|
|
Increases related to current year tax positions
|
|
9
|
|
|
8
|
|
|
10
|
|
|||
Prior year tax positions:
|
|
|
|
|
|
|
||||||
Increases
|
|
4
|
|
|
8
|
|
|
10
|
|
|||
Decreases
|
|
(9
|
)
|
|
(47
|
)
|
|
(12
|
)
|
|||
Cash settlements
|
|
(1
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Expiration of statute of limitations
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Foreign currency translation
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance at end of fiscal year
|
|
$
|
75
|
|
|
$
|
72
|
|
|
$
|
109
|
|
|
|
Fiscal Year
|
|||||||
(shares in millions)
|
|
2014
|
|
2013
|
|
2012
|
|||
Weighted-average number of shares—basic
|
|
435
|
|
|
461
|
|
|
482
|
|
Common stock equivalents
|
|
5
|
|
|
6
|
|
|
6
|
|
Weighted-average number of shares—diluted
|
|
440
|
|
|
467
|
|
|
488
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
($ in millions)
|
|
Less than 1
Year |
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5
Years |
|
Total
|
||||||||||
Purchase obligations and commitments (1)
|
|
$
|
3,984
|
|
|
$
|
107
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
4,111
|
|
(1)
|
Represents estimated open purchase orders to purchase inventory as well as commitments for products and services used in the normal course of business.
|
($ in millions)
|
|
Gap Global
|
|
Old Navy Global
|
|
Banana
Republic Global |
|
Other (2)
|
|
Total
|
|
Percentage
of Net Sales |
|||||||||||
Fiscal 2014
|
|
|
|
|
|
|
|||||||||||||||||
U.S. (1)
|
|
$
|
3,575
|
|
|
$
|
5,967
|
|
|
$
|
2,405
|
|
|
$
|
725
|
|
|
$
|
12,672
|
|
|
77
|
%
|
Canada
|
|
384
|
|
|
500
|
|
|
249
|
|
|
4
|
|
|
1,137
|
|
|
7
|
|
|||||
Europe
|
|
824
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
917
|
|
|
6
|
|
|||||
Asia
|
|
1,208
|
|
|
149
|
|
|
145
|
|
|
—
|
|
|
1,502
|
|
|
9
|
|
|||||
Other regions
|
|
174
|
|
|
3
|
|
|
30
|
|
|
—
|
|
|
207
|
|
|
1
|
|
|||||
Total
|
|
$
|
6,165
|
|
|
$
|
6,619
|
|
|
$
|
2,922
|
|
|
$
|
729
|
|
|
$
|
16,435
|
|
|
100
|
%
|
Sales growth (decline)
|
|
(3
|
)%
|
|
6
|
%
|
|
2
|
%
|
|
8
|
%
|
|
2
|
%
|
|
|
||||||
($ in millions)
|
|
Gap Global
|
|
Old Navy Global
|
|
Banana
Republic Global |
|
Other (2)
|
|
Total
|
|
Percentage
of Net Sales |
|||||||||||
Fiscal 2013
|
|
|
|
|
|
|
|||||||||||||||||
U.S. (1)
|
|
$
|
3,800
|
|
|
$
|
5,698
|
|
|
$
|
2,365
|
|
|
$
|
668
|
|
|
$
|
12,531
|
|
|
78
|
%
|
Canada
|
|
404
|
|
|
482
|
|
|
238
|
|
|
4
|
|
|
1,128
|
|
|
7
|
|
|||||
Europe
|
|
809
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
891
|
|
|
5
|
|
|||||
Asia
|
|
1,165
|
|
|
77
|
|
|
155
|
|
|
—
|
|
|
1,397
|
|
|
9
|
|
|||||
Other regions
|
|
173
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
201
|
|
|
1
|
|
|||||
Total
|
|
$
|
6,351
|
|
|
$
|
6,257
|
|
|
$
|
2,868
|
|
|
$
|
672
|
|
|
$
|
16,148
|
|
|
100
|
%
|
Sales growth (decline)
|
|
2
|
%
|
|
2
|
%
|
|
(1
|
)%
|
|
70
|
%
|
|
3
|
%
|
|
|
||||||
($ in millions)
|
|
Gap Global
|
|
Old Navy Global
|
|
Banana
Republic Global |
|
Other (2)
|
|
Total
|
|
Percentage
of Net Sales |
|||||||||||
Fiscal 2012
|
|
|
|
|
|
|
|||||||||||||||||
U.S. (1)
|
|
$
|
3,783
|
|
|
$
|
5,630
|
|
|
$
|
2,386
|
|
|
$
|
395
|
|
|
$
|
12,194
|
|
|
78
|
%
|
Canada
|
|
384
|
|
|
473
|
|
|
238
|
|
|
—
|
|
|
1,095
|
|
|
7
|
|
|||||
Europe
|
|
787
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
870
|
|
|
6
|
|
|||||
Asia
|
|
1,138
|
|
|
9
|
|
|
163
|
|
|
—
|
|
|
1,310
|
|
|
8
|
|
|||||
Other regions
|
|
162
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
182
|
|
|
1
|
|
|||||
Total
|
|
$
|
6,254
|
|
|
$
|
6,112
|
|
|
$
|
2,890
|
|
|
$
|
395
|
|
|
$
|
15,651
|
|
|
100
|
%
|
Sales growth
|
|
6
|
%
|
|
8
|
%
|
|
9
|
%
|
|
31
|
%
|
|
8
|
%
|
|
|
(1)
|
U.S. includes the United States, Puerto Rico, and Guam.
|
(2)
|
Includes Piperlime and Athleta. Fiscal 2014 and 2013 net sales also include Intermix.
|
($ in millions)
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
U.S. (1)
|
|
$
|
2,547
|
|
|
$
|
2,548
|
|
Canada
|
|
156
|
|
|
176
|
|
||
Total North America
|
|
2,703
|
|
|
2,724
|
|
||
Other regions
|
|
528
|
|
|
513
|
|
||
Total long-lived assets
|
|
$
|
3,231
|
|
|
$
|
3,237
|
|
(1)
|
U.S. includes the United States, Puerto Rico, and Guam.
|
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
52 Weeks Ended
|
||||||||||
($ in millions except per share amounts)
|
|
May 3,
2014 |
|
August 2,
2014 |
|
November 1,
2014 |
|
January 31,
2015 |
|
January 31, 2015
(fiscal 2014) |
||||||||||
Net sales
|
|
$
|
3,774
|
|
|
$
|
3,981
|
|
|
$
|
3,972
|
|
|
$
|
4,708
|
|
|
$
|
16,435
|
|
Gross profit
|
|
$
|
1,466
|
|
|
$
|
1,569
|
|
|
$
|
1,596
|
|
|
$
|
1,658
|
|
|
$
|
6,289
|
|
Net income
|
|
$
|
260
|
|
|
$
|
332
|
|
|
$
|
351
|
|
|
$
|
319
|
|
|
$
|
1,262
|
|
Earnings per share—basic (1)
|
|
$
|
0.58
|
|
|
$
|
0.76
|
|
|
$
|
0.81
|
|
|
$
|
0.75
|
|
|
$
|
2.90
|
|
Earnings per share—diluted (1)
|
|
$
|
0.58
|
|
|
$
|
0.75
|
|
|
$
|
0.80
|
|
|
$
|
0.75
|
|
|
$
|
2.87
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
52 Weeks Ended
|
||||||||||
($ in millions except per share amounts)
|
|
May 4,
2013 |
|
August 3,
2013 |
|
November 2,
2013 |
|
February 1,
2014 |
|
February 1, 2014
(fiscal 2013) |
||||||||||
Net sales
|
|
$
|
3,729
|
|
|
$
|
3,868
|
|
|
$
|
3,976
|
|
|
$
|
4,575
|
|
|
$
|
16,148
|
|
Gross profit
|
|
$
|
1,544
|
|
|
$
|
1,567
|
|
|
$
|
1,589
|
|
|
$
|
1,593
|
|
|
$
|
6,293
|
|
Net income
|
|
$
|
333
|
|
|
$
|
303
|
|
|
$
|
337
|
|
|
$
|
307
|
|
|
$
|
1,280
|
|
Earnings per share—basic (1)
|
|
$
|
0.72
|
|
|
$
|
0.65
|
|
|
$
|
0.73
|
|
|
$
|
0.69
|
|
|
$
|
2.78
|
|
Earnings per share—diluted (1)
|
|
$
|
0.71
|
|
|
$
|
0.64
|
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
$
|
2.74
|
|
(1)
|
Earnings per share was computed individually for each of the periods presented; therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year.
|
1.
|
Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Form 10-K.
|
2.
|
Financial Statement Schedules: Schedules are included in the Consolidated Financial Statements or notes of this Form 10-K or are not required.
|
3.
|
Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.
|
|
|
|
|
|
|
|
|
THE GAP, INC.
|
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ ARTHUR PECK
|
|
|
|
|
Arthur Peck
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ SABRINA L. SIMMONS
|
|
|
|
|
Sabrina L. Simmons
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ DOMENICO DE SOLE
|
|
|
|
|
Domenico De Sole, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ ROBERT J. FISHER
|
|
|
|
|
Robert J. Fisher, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ WILLIAM S. FISHER
|
|
|
|
|
William S. Fisher, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ ISABELLA D. GOREN
|
|
|
|
|
Isabella D. Goren, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ BOB L. MARTIN
|
|
|
|
|
Bob L. Martin, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ JORGE P. MONTOYA
|
|
|
|
|
Jorge P. Montoya, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ ARTHUR PECK
|
|
|
|
|
Arthur Peck, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ MAYO A. SHATTUCK III
|
|
|
|
|
Mayo A. Shattuck III, Director
|
|
|
|
|
|
Date:
|
March 23, 2015
|
|
By
|
/s/ KATHERINE TSANG
|
|
|
|
|
Katherine Tsang, Director
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Date:
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March 23, 2015
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By
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/s/ PADMASREE WARRIOR
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Padmasree Warrior, Director
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3.1
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Registrant’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for the year ended January 30, 1993, Commission File No. 1-7562.
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3.2
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Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to Registrant’s Annual Report on Form 10-K for year ended January 29, 2000, Commission File No. 1-7562.
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3.3
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Amended and Restated Bylaws of the Company (effective February 1, 2015), filed as Exhibit 3(ii) to Registrant’s Form 8-K on November 14, 2014, Commission File No. 1-7562.
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4.1
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Indenture, dated as of April 12, 2011, by and between Registrant and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to Registrant’s Form 8-K on April 12, 2011, Commission File No. 1-7562.
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4.2
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First Supplemental Indenture, dated as of April 12, 2011, relating to the issuance of $1,250,000,000 aggregate principal amount of Registrant’s 5.95% Notes due 2021, filed as Exhibit 4.2 to Registrant’s Form 8-K on April 12, 2011, Commission File No. 1-7562.
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4.3
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Form of Registrant’s 5.95% Notes due 2021, included as Exhibit A to First Supplemental Indenture, filed as Exhibit 4.2 to Registrant’s Form 8-K on April 12, 2011, Commission File No. 1-7562.
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10.1
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3-Year LC Agreement dated as of May 6, 2005 among The Gap, Inc., LC Subsidiaries, and HSBC Bank USA, National Association (formerly HSBC Bank USA), as LC Issuer, filed as Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended May 1, 2010, Commission File No. 1-7562.
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10.2
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Letter Amendment No. 1 to the 3-Year Letter of Credit Agreement with HSBC Bank USA, National Association dated May 18, 2007, filed as Exhibit 10.3 to Registrant’s Form 8-K on May 24, 2007, Commission File No. 1-7562.
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10.3
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Letter Amendment No. 2 to the 3-Year Letter of Credit Agreement with HSBC Bank USA, National Association dated September 21, 2010, filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended October 30, 2010, Commission File No. 1-7562.
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10.4
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Letter Amendment No. 3 to the 3-Year Letter of Credit Agreement with HSBC Bank USA, National Association dated August 24, 2012, filed as Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended October 27, 2012, Commission File No. 1-7562.
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10.5
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Letter Amendment No. 4 to the 3-Year Letter of Credit Agreement with HSBC Bank USA, National Association dated April 15, 2014, filed as Exhibit 10.11 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
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10.6
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Letter Agreement dated April 1, 2008 regarding the 3-Year Letter of Credit Agreement with HSBC Bank USA, National Association, filed as Exhibit 10.8 to Registrant’s Form 10-Q for the quarter ended May 3, 2008, Commission File No. 1-7562.
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10.7
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Term Loan and Revolving Credit Agreement dated April 7, 2011, filed as Exhibit 10.1 to Registrant’s Form 8-K on April 7, 2011, Commission File No. 1-7562.
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10.21
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First Amendment to Supplemental Deferred Compensation Plan, filed as Exhibit 10.32 to Registrant’s Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562.
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10.22
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Second Amendment to Supplemental Deferred Compensation Plan - Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan, filed as Exhibit 10.33 to Registrant’s Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562.
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10.23
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Third Amendment to Supplemental Deferred Compensation Plan - Suspension of Pending Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan, filed as Exhibit 10.34 to Registrant’s Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562.
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10.24
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Fourth Amendment to Supplemental Deferred Compensation Plan - Merging of Executive Deferred Compensation Plan into the Plan 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.
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10.25
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1981 Stock Option Plan, filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-8, Commission File No. 33-54690.
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10.26
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Management Incentive Restricted Stock Plan II, filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-8, Commission File No. 33-54686.
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10.27
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1996 Stock Option and Award Plan, filed as Exhibit A to Registrant’s definitive proxy statement for its annual meeting of stockholders held on May 21, 1996, Commission File No. 1-7562.
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10.28
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Amendment Number 1 to Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended August 2, 1997, Commission File No. 1-7562.
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10.29
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Amendment Number 2 to Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.15 to Registrant’s Form 10-K for the year ended January 31, 1998, Commission File No. 1-7562.
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10.30
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Amendment Number 3 to Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended October 31, 1998, Commission File No. 1-7562.
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10.31
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Amendment Number 4 to Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.3 to Registrant’s Form 10-Q for the quarter ended July 29, 2000, Commission File No. 1-7562.
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10.32
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Amendment Number 5 to Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.13 to Registrant’s Form 10-K for the year ended February 3, 2001, Commission File No. 1-7562.
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10.33
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Amendment Number 6 to Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended May 5, 2001, Commission File No. 1-7562.
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10.34
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1996 Stock Option and Award Plan (as Amended and Restated effective as of January 28, 2003), 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.
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10.35
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Form of Non-Qualified 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 2, 1997, Commission File No. 1-7562.
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10.36
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Form of Non-Qualified Stock Option Agreement for directors under Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarter ended August 2, 1997, Commission File No. 1-7562.
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10.37
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Form of Non-Qualified Stock Option Agreement for consultants 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 31, 1998, Commission File No. 1-7562.
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10.38
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Form of Non-Qualified Stock Option Agreement for employees in France under Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.5 to Registrant’s Form 10-Q for the quarter ended October 31, 1998, Commission File No. 1-7562.
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10.39
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Form of Non-Qualified Stock Option Agreement for international employees under Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarter ended October 31, 1998, Commission File No. 1-7562.
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10.40
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Form of Non-Qualified Stock Option Agreement for employees in Japan under Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.7 to Registrant’s Form 10-Q for the quarter ended October 31, 1998, Commission File No. 1-7562.
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10.41
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Form of Stock Option Agreement for employees under the UK Sub-plan to the U.S. Stock Option and Award Plan, filed as Exhibit 10.8 to Registrant’s Form 10-Q for the quarter ended October 31, 1998, Commission File No. 1-7562.
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10.42
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Form of Non-Qualified Stock Option Agreement for directors effective April 3, 2001 under Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended May 5, 2001, Commission File No. 1-7562.
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10.43
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Form of Non-Qualified Stock Option Agreement under Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.3 to Registrant’s Form 10-Q for the quarter ended November 3, 2001, Commission File No. 1-7562.
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10.44
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Form of Stock Award Agreement under Registrant’s 1996 Stock Option and Award Plan filed as Exhibit 10.2 to Registrant’s Form 8-K on January 27, 2005, Commission File No. 1-7562.
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10.45
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Form of Stock Award Agreement under Registrant’s 1996 Stock Option and Award Plan, filed as Exhibit 10.2 to Registrant’s Form 8-K on March 16, 2005, Commission File No. 1-7562.
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10.46
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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.
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10.47
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UK Employee Stock Purchase Plan, filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-8, Commission File No. 333-47508.
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10.48
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2002 Stock Option Plan, as amended (formerly the 1999 Stock Option Plan as amended and Stock Up On Success, The Gap, Inc.’s Stock Option Bonus Program), filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-8, Commission File No. 333-103128.
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10.49
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Form of Non-Qualified Stock Option Agreement under Registrant’s 2002 Stock Option Plan (formerly the 1999 Stock Option Plan as amended), filed as Exhibit 4.6 to Registrant’s Registration Statement on Form S-8, Commission File No. 333-76523.
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10.50
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Form of Domestic Non-Qualified Stock Option Agreement under Registrant’s 2002 Stock Option Plan, as amended, filed as Exhibit 4.6 to Registrant’s Registration Statement on Form S-8, Commission File No. 333-72921.
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10.51
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Form of International Non-Qualified 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.
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10.52
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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.
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10.53
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Amendment, authorized as of August 20, 2008, to Nonemployee Director Retirement Plan, dated October 27, 1992, filed as Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended November 1, 2008, Commission File No. 1-7562.
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10.54
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Statement Regarding Non-Employee Director Retirement Plan, filed as Exhibit 10.25 to Registrant’s Form 10-K for the year ended January 31, 1998, Commission File No. 1-7562.
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10.55
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Nonemployee Director Deferred Compensation Plan, filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-8, Commission File No. 333-36265.
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10.56
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Amendment Number 1 to Registrant’s Nonemployee Director Deferred Compensation Plan, filed as Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended October 31, 1998, Commission File No. 1-7562.
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10.57
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Amendment Number 2 to Registrant’s Nonemployee Director Deferred Compensation Plan, filed as Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended July 29, 2000, Commission File No. 1-7562.
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10.58
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Amendment Number 3 to Registrant’s Nonemployee Director Deferred Compensation Plan, filed as Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended May 5, 2001, Commission File No. 1-7562.
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10.59
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Nonemployee Director Deferred Compensation Plan, as amended and restated on October 30, 2001, filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended November 3, 2001, Commission File No. 1-7562.
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10.60
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Nonemployee Director Deferred Compensation Plan, as amended and restated on December 9, 2003, filed as Exhibit 10.35 to Registrant’s Form 10-K for the year ended January 31, 2004, Commission File No. 1-7562.
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10.61
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Form of Discounted Stock Option Agreement under the Nonemployee Director Deferred Compensation Plan, filed as Exhibit 4.5 to Registrant’s Registration Statement on Form S-8, Commission File No. 333-36265.
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10.62
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Form of Non-Qualified Stock Option Agreement for directors effective April 3, 2001 under Registrant’s Nonemployee Director Deferred Compensation Plan, filed as Exhibit 10.5 to Registrant’s Form 10-Q for the quarter ended May 5, 2001, Commission File No. 1-7562.
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10.63
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Nonemployee Director Deferred Compensation Plan - Suspension of Plan Effective January 6, 2005, filed as Exhibit 10.1 to Registrant’s Form 8-K on January 7, 2005, Commission File No. 1-7562.
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10.64
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Nonemployee Director Deferred Compensation Plan - Termination of Plan Effective September 27, 2005, filed as Exhibit 10.1 to Registrant’s Form 8-K on September 28, 2005, Commission File No. 1-7562.
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10.65
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2006 Long-Term Incentive Plan, filed as Appendix B to Registrant’s definitive proxy statement for its annual meeting of stockholders held on May 9, 2006, Commission File No. 1-7562.
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10.66
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2006 Long-Term Incentive Plan, as amended and restated effective August 20, 2008, filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended November 1, 2008, Commission File No. 1-7562.
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10.67
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Amendment No. 1 to Registrant’s 2006 Long-Term Incentive Plan, filed as Exhibit 10.62 to Registrant’s Form 10-K for the year ended February 3, 2007, Commission File No. 1-7562.
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10.68
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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.
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10.69
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Amended and Restated 2011 Long-Term Incentive Plan (effective February 26, 2014), filed as Exhibit 10.1 to Registrant’s Form 8-K on March 6, 2014, Commission File No. 1-7562.
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10.70
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Form of Non-Qualified Stock Option Agreement for Executives under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant’s Form 8-K on March 23, 2006, Commission File No. 1-7562.
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10.71
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Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.8 to Registrant’s Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562.
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10.72
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Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.9 to Registrant’s Form 10-Q for the quarter ended July 28, 2012, Commission File No. 1-7562.
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10.73
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Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.72 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562.
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10.74
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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.
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10.75
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Form of Stock Award Agreement for Executives under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant’s Form 8-K on March 23, 2006, Commission File No. 1-7562.
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10.76
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Form of Non-Qualified Stock Option Agreement for Chief Executive Officer under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant’s Form 8-K on March 23, 2006, Commission File No. 1-7562.
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10.77
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Form of Stock Award Agreement for Chief Executive Officer under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant’s Form 8-K on March 23, 2006, Commission File No. 1-7562.
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10.78
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Form of Stock Unit Agreement and Stock Unit Deferral Election Form for Nonemployee Directors under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.5 to Registrant’s Form 8-K on March 23, 2006, Commission File No. 1-7562.
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10.79
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Form 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.
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10.80
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Form of Performance Share Agreement for Executives under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant’s Form 8-K on July 26, 2007, Commission File No. 1-7562.
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10.81
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Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.9 to Registrant’s Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562.
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10.82
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Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.8 to Registrant’s Form 10-Q for the quarter ended July 28, 2012, Commission File No. 1-7562.
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10.83
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Form of Performance Unit Award Agreement under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended November 3, 2007, Commission File No. 1-7562.
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10.84
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Form of Performance Share Agreement under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant’s Form 10-Q for the quarter ended November 3, 2007, Commission File No. 1-7562.
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10.85
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Form of Performance Share Agreement under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.5 to Registrant’s Form 10-Q for the quarter ended May 1, 2010, Commission File No. 1-7562.
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10.86
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Form of Performance Share Agreement under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant’s Form 8-K on March 11, 2011, Commission File No. 1-7562.
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10.87
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Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan., filed as Exhibit 10.85 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562.
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10.88
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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.
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10.89
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Form of Restricted Stock Unit Award Agreement under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended November 3, 2007, Commission File No. 1-7562.
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10.90
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Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.7 to Registrant’s Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562.
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10.91
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Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.10 to Registrant’s Form 10-Q for the quarter ended July 28, 2012, Commission File No. 1-7562.
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10.92
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Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.89 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562.
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10.93
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Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant's Form 8-K on March 6, 2014, Commission File No. 1-7562.
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10.94
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Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended November 3, 2007, Commission File No. 1-7562.
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10.95
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Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term 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.
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10.96
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Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.5 to Registrant's Form 8-K on March 6, 2014, Commission File No. 1-7562.
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10.97
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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.
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10.98
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Agreement for Post-Termination Benefits with Michelle Banks dated May 23, 2012, filed as Exhibit 10.6 to Registrant's Form 10-Q for the quarter ended April 28, 2012, Commission File No. 1-7562.
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10.99
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Amendment to Agreement for Post-Termination Benefits with Michelle Banks dated June 4, 2014, filed as Exhibit 10.3 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
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10.100
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Agreement for Post-Termination Benefits with Jack Calhoun dated June 9, 2012, filed as Exhibit 10.121 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562.
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10.101
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Agreement with Jack Calhoun dated October 29, 2012 and confirmed on November 1, 2012, filed as Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
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10.102
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Amendment to Agreement for Post-Termination Benefits with Jack Calhoun dated June 4, 2014, filed as Exhibit 10.4 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
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10.103
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Agreement with Solomon Goldfarb dated January 23, 2015 and confirmed on January 28, 2015. (2)
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10.104
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Agreement with Tom Keiser dated November 18, 2009 and confirmed on November 20, 2009, filed as Exhibit 10.103 to Registrant's Form 10-K for the year ended January 28, 2012, Commission File No. 1-7562.
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10.105
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Amendment to Agreement with Tom Keiser dated November 4, 2011 and confirmed on December 7, 2011, filed as Exhibit 10.104 to Registrant's Form 10-K for the year ended January 28, 2012, Commission File No. 1-7562.
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10.106
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Agreement for Post-Termination Benefits with Tom Keiser dated May 31, 2012, filed as Exhibit 10.3 to Registrant's Form 10-Q for the quarter ended April 28, 2012, Commission File No. 1-7562.
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10.107
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Amendment to Agreement for Post-Termination Benefits with Tom Keiser dated June 4, 2014, filed as Exhibit 10.5 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
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10.108
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Agreement with Jeff Kirwan dated November 17, 2014 and confirmed on November 18, 2014. (2)
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10.109
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Agreement with Stefan Larsson dated April 26, 2012 and confirmed on April 27, 2012, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended October 27, 2012, Commission File No. 1-7562.
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10.110
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Amendment to Agreement with Stefan Larsson dated September 12, 2012 and confirmed on September 17, 2012, filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended October 27, 2012, Commission File No. 1-7562.
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10.111
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Amendment to Agreement with Stefan Larsson dated October 29, 2012 and confirmed on November 6, 2012, filed as Exhibit 10.3 to Registrant's Form 10-Q for the quarter ended October 27, 2012, Commission File No. 1-7562.
|
|
|
|
10.112
|
|
Amendment to Agreement for Post-Termination Benefits with Stefan Larsson dated June 4, 2014, filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
|
|
|
|
10.113
|
|
Amended and Restated Employment Agreement by and between Glenn Murphy and the Company, dated December 1, 2008 and confirmed on December 1, 2008, filed as Exhibit 10.106 to Registrant’s Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562.
|
|
|
|
10.114
|
|
Modification to Amended and Restated Employment Agreement by and between Glenn Murphy and the Company dated February 9, 2009, filed as Exhibit 10.2 to Registrant’s Form 10-Q for the quarter ended May 2, 2009, Commission File No. 1-7562.
|
|
|
|
10.115
|
|
Description of Arrangement with Glenn Murphy for Corporate Jet Usage and Reimbursement for Commercial Travel, filed as Exhibit 101 to Registrant’s Form 10-K for the year ended February 2, 2008, Commission File No. 1-7562.
|
|
|
|
10.116
|
|
CEO Performance Share Agreement dated May 4, 2012, filed as Exhibit 10.1 to Registrant's Form 8-K on May 4, 2012, Commission File No. 1-7562.
|
|
|
|
10.117
|
|
Agreement with Andi Owen dated November 17, 2014 and confirmed on November 18, 2014. (2)
|
|
|
|
10.118
|
|
Letter Agreement with Art Peck dated October 3, 2014, filed as Exhibit 10.1 to Registrant’s Form 8-K on October 8, 2014, Commission File No. 1-7562.
|
|
|
|
10.119
|
|
Agreement with Eva Sage-Gavin dated March 16, 2007 and confirmed on March 27, 2007, filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarter ended May 5, 2007, Commission File No. 1-7562.
|
|
|
|
10.120
|
|
Amendment to Agreement with Eva Sage-Gavin dated November 23, 2008 and confirmed on November 10, 2008, filed as Exhibit 10.101 to Registrant’s Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562.
|
|
|
|
10.121
|
|
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.
|
|
|
|
10.122
|
|
Amendment to Post-Termination Benefits with Eva Sage-Gavin dated May 24, 2012, filed as Exhibit 10.8 to Registrant's Form 10-Q for the quarter ended April 28, 2012, Commission File No. 1-7562.
|
|
|
|
10.123
|
|
Agreement with Sabrina L. Simmons dated February 4, 2008 and confirmed on February 6, 2008, filed as Exhibit 10.1 to Registrant’s Form 8-K on February 12, 2008, Commission File No. 1-7562.
|
|
|
|
10.124
|
|
Amendment to Agreement with Sabrina Simmons dated November 23, 2008 and confirmed on December 22, 2008, filed as Exhibit 10.110 to Registrant’s Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562.
|
|
|
|
10.125
|
|
Amendment to Agreement with Sabrina L. Simmons dated November 4, 2011 and confirmed on January 5, 2012, filed as Exhibit 10.99 to Registrant's Form 10-K for the year ended January 28, 2012, Commission File No. 1-7562.
|
|
|
|
10.126
|
|
Agreement for Post-Termination Benefits with Sabrina Simmons dated May 31, 2012, filed as Exhibit 10.5 to Registrant's Form 10-Q for the quarter ended April 28, 2012, Commission File No. 1-7562.
|
|
|
|
10.127
|
|
Amendment to Agreement for Post-Termination Benefits with Sabrina Simmons dated June 4, 2014, filed as Exhibit 10.8 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
|
|
|
|
10.128
|
|
Amended Service Agreement with Stephen Sunnucks dated June 10, 2009, filed as Exhibit 10.117 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562.
|
|
|
|
10.129
|
|
Amendment 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.
|
|
|
|
10.130
|
|
Amendment to the Amended Service Agreement with Stephen Sunnucks dated May 30, 2012, filed as Exhibit 10.119 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562.
|
|
|
|
10.131
|
|
Agreement with Stephen Sunnucks dated October 31, 2012 and confirmed on November 1, 2012, filed as Exhibit 10.120 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562.
|
|
|
|
10.132
|
|
Amendment to Service Agreement Regarding Post-Termination Severance Period with Stephen Sunnucks dated June 4, 2014, filed as Exhibit 10.9 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
|
|
|
|
10.133
|
|
Agreement with Stephen Sunnucks dated November 17, 2014. (2)
|
|
|
|
10.134
|
|
Agreement with Sonia Syngal dated August 23, 2013 and confirmed on September 3, 2013, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended November 2, 2013, Commission File No. 1-7562.
|
|
|
|
10.135
|
|
Amendment to Agreement for Post-Termination Benefits with Sonia Syngal dated June 4, 2014, filed as Exhibit 10.10 to Registrant’s Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562.
|
|
|
|
10.136
|
|
Summary of Changes to Non-employee Director Compensation effective February 15, 2008, filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarter ended May 3, 2008, Commission File No. 1-7562.
|
|
|
|
10.137
|
|
Summary of Changes to Non-employee Director Compensation, filed as Exhibit 10.5 to Registrant’s Form 10-Q for the quarter ended May 2, 2009, Commission File No. 1-7562.
|
|
|
|
10.138
|
|
Summary of Changes to Executive Compensation Arrangements, filed as Exhibit 10.5 to Registrant’s Form 10-Q for the quarter ended May 3, 2008, Commission File No. 1-7562.
|
|
|
|
10.139
|
|
Summary of Changes to Executive Compensation Arrangements, filed as Exhibit 10.6 to Registrant’s Form 10-Q for the quarter ended May 2, 2009, Commission File No. 1-7562.
|
|
|
|
12
|
|
Ratio of Earnings to Fixed Charges. (2)
|
|
|
|
14
|
|
Code 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.
|
|
|
|
21
|
|
Subsidiaries of Registrant. (2)
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm. (2)
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2)
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2)
|
|
|
|
32.1
|
|
Certification of the Chief Executive 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. (3)
|
|
|
|
32.2
|
|
Certification of the Chief 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. (3)
|
|
|
|
101
|
|
The following materials from The Gap, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. (2)
|
(1)
|
Pursuant to a request for confidential treatment, portions of this Exhibit have been redacted and have been provided separately to the Securities and Exchange Commission.
|
(2)
|
Filed herewith.
|
(3)
|
Furnished herewith.
|
•
|
February 3, 2014 through January 31, 2015
|
•
|
February 1, 2015 through January 31, 2016
|
•
|
February 1, 2016 through January 31, 2017
|
•
|
February 1, 2017 through January 31, 2018
|
•
|
February 1, 2018 through January 31, 2019
|
•
|
February 1, 2019 through January 31, 2020
|
•
|
February 1, 2020 through January 31, 2021
|
•
|
February 1, 2021 through January 31, 2022
|
•
|
February 1, 2022 through April 30, 2022.
|
1.
|
Your assignment to Gap Inc. and your employment with the Company will terminate on 19 December 2014 (the "Termination Date"). It is intended that this date will be your separation from service for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). By your signature to this Settlement Agreement, you also resign any and all Directorships you may hold in the Company and any Group Companies with effect from
|
2.
|
Pursuant to clause 3.2 of your service agreement with the Company dated 10 June 2009 as amended most recently by letter dated 30 May 2012 (the “Service Agreement”), you are entitled to 6 months’ notice of termination (the “Notice Period”). This Notice Period will commence on 17 November
2014 and will terminate on the Termination Date, which will be your last day of employment with the Company and the end of your assignment to Gap Inc. You will be paid basic salary in lieu of the remaining balance of the Notice Period following the Termination Date (“Payment in Lieu”) after deduction of the appropriate income tax and national insurance charges, in accordance with clause 3.3 of the Service Agreement and subject to your compliance with the terms and conditions detailed in this Settlement Agreement
.
Such Payment in Lieu will be paid in a single lump sum within 30 days of the Termination Date, subject to your compliance with the Compensation Conditions described below.
|
3.
|
Subject to the Compensation Conditions detailed below, the Company will pay to you without admission of liability and you will accept by way of compensation for loss of employment and office an amount equivalent to one year’s basic salary at the applicable current rate of £640,000 (the "
Compensation
Payment
") which will be paid in twelve equal monthly instalments between February 2015 and January 2016 (the “Post-termination Severance Period”), after deduction of income tax and National Insurance contributions as applicable, in accordance with the payment schedule below:
|
(a)
|
The first two instalments will be paid on the Company’s last regular pay date of each successive month commencing with February 2015;
|
(c)
|
The remaining 7 instalments will be paid on the Company’s last regular pay date of each successive month, commencing July 2015 and ending January 2016.
|
•
|
Prior receipt by me of a signed, completed copy of this Settlement Agreement, the US Release (as defined below), director’s resignation letter and the Adviser’s certificate (in the forms attached at Appendices 1-3).
|
•
|
Your prior compliance with the conditions set out in Clause 6 below.
|
•
|
Your ongoing compliance with the conditions set out in Clauses 8, 10 and 12 below (including without limitation the Post-termination Severance Obligations).
|
•
|
The Compensation Payment shall be reduced by an amount equivalent to any payments which you receive during the Post-termination Severance Period from any employment or professional relationship which is not with the Company or any Group Company. At the Company’s absolute discretion, these amounts may be deducted from any remaining instalments (such deductions to be made as the payments that are the basis of the reduction are received) of the Compensation Payment and/or you may be required to repay any remaining balance upon the Company’s request.
|
•
|
In the event that (i) you are in actual or potential (in the Company’s reasonable opinion) breach of this Settlement Agreement or (ii) if, during the Post-termination Severance Period, you accept any other employment or professional relationship with another company primarily engaged in the apparel design or apparel retail business or any retailer with apparel sales in excess of US$500 million annually, all and any further instalments or payments of the Compensation Payment will cease immediately.
|
4.
|
Subject to the same conditions as detailed in the Compensation Conditions
above:
|
(a)
|
You will be eligible for a prorated annual bonus as described in clause 7.4 of the Service Agreement for the fiscal year 2014, based on actual financial results and 100% standard for the individual component, to be calculated at the absolute discretion of the Company (the “Bonus”). The Bonus will be paid in 2015 at the time
|
(b)
|
You will be eligible for assistance during the Post-termination Severance Period in relation to your tax return preparation/tax equalization benefits, as detailed in this Clause 4(b). You will continue to be covered under the Gap Inc. Tax Equalization program for tax years 2014/2015 and 2015/2016 and PricewaterhouseCoopers (“PwC”) will continue to provide these services as per the Gap Inc Tax Equalization policy. PwC will continue to prepare your US income tax returns for tax year 2014 and 2015 (and 2016, if necessary). For your UK tax returns for tax years 2014 and 2015 (and 2016, assuming US based income from Gap, Inc. is paid to you in 2016), you shall either: (i) have Gap Inc. retain PWC to prepare them; or (ii) prepare them at your own expense using your own accountant, on the condition that you provide PwC with a copy of your UK tax returns for 2014 and 2015 (and 2016, if a US tax filing is required for 2016), within 30 days of filing the returns. PwC will determine the need for any additional tax assistance after that time relating to your employment with the Company or assignment to Gap Inc. Any foreign tax credits resulting from Company-paid taxes in connection with your assignment to Gap Inc., which offset your home country (UK) tax, will be for the benefit of the Company. This includes foreign tax credit carryovers or carry-backs to non-assignment years. Any tax benefits realized from the use of such credits must be returned to the Company within sixty (60) days of filing your UK tax return. Should you realize tax benefits in future years from the utilization of foreign tax credit carryovers or carrybacks referenced above, you will be required to reimburse the Company for the amount of the tax benefit realized within 60 days of filing your UK tax return. Although PwC may (at the Company’s sole discretion) prepare your individual income tax returns beyond tax year 2015 if those tax returns relate to income received from the Company or any Group Company pursuant to the Service Agreement, your assignment to Gap Inc. or this Agreement, you will be responsible for paying all home country taxes in that event. You are required to provide all reasonable assistance and co-operation to PwC in relation to any tax return filing or required information for their preparation or otherwise in relation to the tax return preparation/tax equalization benefits and if you fail to provide the required receipts and tax documentation when requested, you will be responsible for paying any and all penalties and interest that may be incurred due to late tax filing. When tax filing assistance in relation to your employment with the Company or assignment to Gap Inc. is no longer necessary, PwC will prepare a final tax settlement calculation. If the Company reimburses you as a result of this settlement calculation, you will be compensated to offset the additional income taxes you will owe due to this final tax reimbursement (the “gross-up”). This gross-up is required when the Company reimburses home- or assignment-country income taxes. Such reimbursements are
|
(c)
|
The Company will arrange for continued coverage (subject always to the rules of the relevant plan and the approval of the insurer in each case) of private medical and dental health insurance for you and your eligible dependents, if any, of an equivalent of the Company’s current contribution to the cost as at the Termination Date (or a payment in lieu of continued coverage, in an amount equivalent to such cost of contributions, in the event that the Company is unable to arrange continued coverage for whatever reason), for up to 18 months from the start of the Notice Period, provided that such coverage shall cease immediately in the event of the circumstances detailed in the Reduction and Cessation Provisions.
|
(d)
|
You will be eligible for repatriation to the UK pursuant to the Company’s Long Term Assignment policy provided that you repatriate within 30 days of the Termination Date or by 31 January 2015, whichever is the later.
|
(e)
|
You will be entitled to the accelerated vesting (but not settlement) of your restricted stock units (“RSUs”) and performance shares that remain subject only to time vesting conditions (excluding any performance shares that remain subject to performance-based vesting conditions) which are scheduled to vest in March 2015 or otherwise prior to 1 April 2015, subject to the terms and conditions of the applicable award agreement and plan. Your rights, entitlements and obligations in respect of all vested and unvested RSUs, performance shares or stock options remain subject to the terms of the applicable award agreement and plan.
|
(f)
|
Your entitlement to any other benefit (contractual or otherwise) from the Company or any Group Company will terminate on the Termination Date, save as detailed in this Settlement Agreement.
|
(g)
|
To the extent applicable, the Company shall maintain directors’ and officers’ liability insurance for your benefit on terms and conditions generally applicable to the Company’s other senior executives, in relation to any directorships or officerships you have held with the Company or any Group Company during your employment with the Company.
|
(h)
|
The intent of the parties is that payments and benefits to you under this Settlement Agreement and otherwise comply with Section 409A and the regulations and guidance promulgated thereunder (or an exemption therefrom) and, accordingly, to the maximum extent permitted, they shall be interpreted to be in compliance therewith (or an exemption therefrom) and any provision that is ambiguous as to its compliance with Section 409A will be read in a manner to comply with Section 409A (or an exemption therefrom). The preceding sentence, however, shall not be construed as a guarantee by the Company, Gap Inc. or any other person or entity of any particular tax effect and you are advised to consult with your tax advisor with respect to the tax consequences of this Settlement Agreement.
|
5.
|
You agree that you are solely responsible for any charge to tax or employee's National Insurance which may arise on the Compensation Payment and/or the payment in lieu of notice and/or the benefits received by you in accordance with Clause
4
above or otherwise and/or arising out of your termination and/or this Settlement Agreement generally, save as
|
6.
|
Payment of the Compensation Payment is conditional upon you first returning any and all property belonging to the Company or any Group Company which remains in your possession or control and any other documentation or property belonging to or entrusted to the Company or Group Company which is now in your possession or control including without limitation keys, documents, files, records, tapes, photographs, microfiches, magnetic disks, software, mobile telephones, SIM cards, computer equipment, swipe-cards, passwords, security codes and season tickets. For the avoidance of doubt, any copies of the Company's or any Group Company's property or any other documentation (in whatever medium) must be returned at the same time and you warrant that you have not and will not retain any such copies.
|
7.
|
You accept the terms set out in this Settlement Agreement in full and final settlement of all claims of any nature whatsoever, in the UK, US or any other jurisdiction and howsoever arising, which you may have against the Company, Gap Inc. or any other Group Company or any of its or their officers or employees arising out of or in connection with your employment and/or Directorship and/or assignment with the Company, Gap Inc. or any other Group Company or its/their termination, and you agree to waive all such claims and other rights
|
(a)
|
any claim for unfair dismissal;
|
(b)
|
any claim for statutory or contractual redundancy payments;
|
(c)
|
any claim for unlawful sex discrimination and/or victimisation;
|
(d)
|
any claim for unlawful race discrimination and/or victimisation;
|
(e)
|
any claim for unlawful disability discrimination and/or victimisation;
|
(f)
|
any claim for unlawful deductions from wages;
|
(g)
|
any claim under the Equal Pay Act 1970 or Article 141 of the Treaty of Rome;
|
(h)
|
any complaint relating to a protective award under the Trade Union and Labour Relations (Consolidation) Act 1992;
|
(i)
|
any claim under Regulations 30, 31, 32 or any other provision of the Working Time Regulations 1998;
|
(j)
|
any claim under Sections 11, 17, 24, 25, 26 or any other provision of the National Minimum Wage Act 1998;
|
(k)
|
any claim under the Maternity and Parental Leave Regulations 1999;
|
(l)
|
any claim under the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;
|
(m)
|
any claim under the Employment Equality (Religion or Belief) Regulations 2003;
|
(n)
|
any claim under the Employment Equality (Sexual Orientation) Regulations 2003;
|
(o)
|
any claim under the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000;
|
(p)
|
any claim for wrongful dismissal;
|
(q)
|
any claim in respect of bonus, commission, profit share, share options or any other benefits;
|
(r)
|
any other claim for damages for breach of contract howsoever arising;
|
(s)
|
any claim under section 47B of the Employment Rights Act 1996;
|
(t)
|
any claim under the Employment Equality (Age) Regulations 2006;
|
(u)
|
any claim under the Equality Act 2010;
|
(v)
|
any existing personal injury claims of which you are or ought to be aware as at the date of signing this Agreement;
|
(w)
|
any latent personal injury claims, whether or not you are or ought to be aware of them, arising or which might arise as a result of acts, omissions, incidents or facts prior to the date of this Agreement;
|
•
|
Name of legal adviser (the "Adviser"): Richard Isham
|
•
|
Name of Adviser's firm: Wedlake Bell LLP
|
•
|
Address of firm: 52 Bedford Row, London WC1R 4LR
|
8.
|
You warrant and undertake to the Company (for itself and on behalf of all Group Companies) as follows:
|
(a)
|
you have not presented a claim form at an office of the Employment Tribunals, or issued a claim form in the High Court or County Court, in respect of any claim in the United Kingdom in connection with your employment and/or directorship with the Company, your assignment to Gap Inc. or its/their termination;
|
(b)
|
you have not commenced any other legal proceedings in the United Kingdom, the United States, or any other jurisdiction, in respect of any claim in connection with your employment or directorship with the Company, your assignment to Gap Inc. or its/their termination;
|
(c)
|
other than those claims referred to in Clause 7 above and having taken the legal advice referred to in this Settlement Agreement you are not aware of any claim you may have against the Company, Gap Inc. and/or any other Group Company of whatever nature arising out of your employment and directorship with the Company, your assignment to Gap Inc. or its/their termination, nor of any circumstances which might give rise to such a claim;
|
(d)
|
you have provided to the Adviser referred to in Clause 7 above all relevant information relating to your employment and directorship with the Company, your assignment to Gap Inc. and its/their termination to enable the Adviser to advise you on any statutory claims you may have in the UK in connection therewith and after taking that advice, the claims which you assert you have or may have against the Company, Gap Inc. or any other Group Company are those referred to in sub-clauses
(a), (b), (d), (f), (i), (j), (p), (q), (r), (t), (u), (v) and (w)
of Clause 7;
|
(e)
|
you will not submit or pursue any grievances or appeals to the Company or any Group Company in relation to any fact or matter of which you are aware at the date of this Settlement Agreement relating to your employment and/or office and/or its/their termination and you will not make or pursue a Data Protection Act subject access request to the Company
or any Group
Company. You agree that any such grievances and/or appeals and/or requests made prior to the date of this Settlement Agreement shall be deemed to have been withdrawn by you as at the date of this Settlement Agreement;
|
(f)
|
you have not done any act or omitted to do any act which:
|
(i)
|
if it was done or omitted to have been done (as appropriate) and had come to the Company’s attention prior to the Termination Date
|
(ii)
|
if it had been done or omitted to have been done (as appropriate) after the date of this Settlement Agreement would have been in breach of the terms of this Settlement Agreement;
|
(g)
|
you have committed no breach of duty (including fiduciary duty) owed to the Company or any Group Company;
|
(h)
|
you have not at the date of completion of this Settlement Agreement accepted, agreed to accept or been made any offer of a new contract of service or for services nor entered into any form of arrangement that such an offer will be made at any time in the future.
|
9.
|
You acknowledge that the Compensation Payment includes any protective award to which you may be entitled in connection with your employment with the Company or any Group Company or its termination under Regulations 13-15 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended) or under Chapter II of the Trade Union and Labour Relations (Consolidation) Act 1992, to the extent applicable. In the event that you make any application for such an award or bring any other claim against the Company, Gap Inc. and/or any Group Company for any of the matters referred to in Clause
7
above and you obtain an award or judgment against the Company, Gap Inc. and/or any other Group Company notwithstanding the terms of this Settlement Agreement, the Compensation Payment paid or payable under this Settlement Agreement and the value of the benefits detailed in Clause 4 shall be set off in full or partial satisfaction of such award or judgment together with any interest or costs associated therewith except as would result in taxation under IRS Code Section 409A. Without prejudice to its set-off rights under this Clause
9
and/or any other rights or remedies which it may have against you, the Company may require you forthwith to pay to the Company a sum equivalent to the Compensation Payment and/or the value of the benefits detailed in Clause 4 and in that case such sum shall be recoverable by the Company as a debt, in the event that you have commenced or in the future commence any legal proceedings of any nature against the Company, Gap Inc. or any other Group Company in breach of this Settlement Agreement and/or if you are otherwise in fundamental breach of any obligation, warranty or undertaking contained in this Settlement Agreement.
|
10.
|
Subject to Clause 11 below you agree to keep the circumstances leading up to the termination of your employment and the completion of this Settlement Agreement confidential save as required by law or a regulatory authority or HMRC (or the SEC, IRS or any other regulatory or tax authority) or to your immediate family or in relation to the duties of your legal or financial advisers (provided that disclosure to your family or professional advisers must be
|
11.
|
Upon request of a prospective employer addressed to Dan Henkle, the Company will provide a suitable written factual reference covering the period of your employment with us
and will use reasonable endeavours to ensure that any verbal reference given is in similar terms.
|
12.
|
In specific consideration of the Compensation Payment and the benefits detailed in Clause 4 above, you covenant with the Company as follows (the “Post-termination Severance Obligations”):
|
(a)
|
You will sign the US Release attached at Appendix 2 and deliver it to me
on
the Termination Date (or such earlier date as requested by the Company provided you have had at least 21 days to consider this Settlement Agreement by then).
|
(b)
|
You will promptly comply with all tax filings in the UK and US and will fully and promptly disclose all necessary tax-related documents to PwC as required by the Company or PwC from time to time. You will also co-operate fully with PwC and the Company and provide all reasonable assistance to ensure that the Company (and/or any applicable Group Company) is able to recover any applicable foreign tax credits and/or any tax benefits realized due to double taxation on your Gap-related income which you receive directly in the UK.
|
(c)
|
You acknowledge and agree that your duties of confidentiality (both contractual and common law) to the Company, Gap Inc. and any other Group Company will continue to apply after the termination of your employment and assignment and you warrant that you have not directly or indirectly breached those duties prior to completion of this Settlement Agreement.
|
(d)
|
You will continue to comply with the restrictive covenants and confidentiality provisions detailed in clauses 13 and 15 of the Service Agreement and in the Post-Termination Restrictions paragraph of your long-term assignment letter to Gap Inc. dated 31 October 2012 (the “Assignment Letter”), all of which shall remain in full force and effect both before and after the Termination Date.
|
(e)
|
Prior to and during the Post-termination Severance Period (and without prejudice to your duties under this Settlement Agreement and/or under your Service Agreement or Assignment Letter generally), you undertake to provide such reasonable assistance as the Company, Gap Inc. or any other Group Company may require from time to time in relation to any queries regarding any client or business matters in which you or your reports have been involved, the conduct of any internal or external investigation, the defense or prosecution of any current or future claim that may be made against or by the Company, Gap Inc. or any Group Company, including but not limited to any proceeding before any arbitrary, administrative, regulatory, judicial, legislative or other body or agency to the extent such claims, investigations or proceedings relate directly or indirectly to services performed, or required to be performed by you at any time, pertinent knowledge possessed by you, or any act or omission by you or your reports.
|
13.
|
For the avoidance of doubt it is intended that this Agreement does confer rights on any Group Company who may enforce such rights against you pursuant to the Contracts (Rights of Third Parties) Act 1999. However nothing in this Agreement is intended to confer any rights on any other person not a party to this Agreement and no consent of any such person shall be needed for the termination, rescission or amendment of this Agreement or any of its terms.
|
14.
|
Save in relation to any provisions of the Service Agreement and Assignment Letter which are stated to apply following the termination of your employment, this Agreement sets out the entire agreement between you and the Company, Gap Inc. and any other Group Company in relation to your rights arising upon or in relation to your employment or its termination. You acknowledge and warrant to the Company that you are not entering into this Agreement in reliance upon any representation not expressly set out herein.
|
15.
|
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts and
|
16.
|
Although this Agreement is marked Without Prejudice & Subject to Contract, upon completion and return of this Agreement and the Adviser’s certificate to me its without prejudice nature shall cease and it shall become open and binding.
|
1.
|
I am a relevant independent adviser for the purposes of Section 203 Employment Rights Act 1996, Section 77 Sex Discrimination Act 1975, Section 72 Race Relations Act 1976, Section 9 and Schedule 3A Disability Discrimination Act 1995, Paragraph 2(2) Schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, Paragraph 2(2) Schedule 4 of the Employment Equality (Sexual Orientation) Regulations 2003, Section 49 National Minimum Wage Act 1998, Regulation 35 Working Time Regulations 1998, Section 288 Trade Union and Labour Relations (Consolidation) Act 1992 (as amended), Regulation 43 and Schedule 5 Part 1 Employment Equality (Age) Regulations 2006 and Section 147 of the Equality Act 2010.
|
2.
|
I confirm that at all relevant times there was and is in force a contract of insurance or an indemnity provided for members of a profession or professional body covering the risk of a claim by Stephen Sunnucks in respect of loss arising in consequence of the advice I have given him in connection with this matter.
|
3.
|
I have advised Stephen Sunnucks in connection with the completion of this Agreement and specifically on the terms and effect of the Agreement and its effect on his ability to pursue his rights before an Employment Tribunal including in particular, all of those claims listed in Clause
7
of the attached Settlement Agreement.
|
4.
|
I am not acting (and have not acted) in relation to this matter for GPS (Great Britain) Limited, Gap Inc, or any associated employer or company.
|
1.
|
I am a relevant independent adviser for the purposes of Section 203 Employment Rights Act 1996, Section 77 Sex Discrimination Act 1975, Section 72 Race Relations Act 1976, Section 9 and Schedule 3A Disability Discrimination Act 1995, Paragraph 2(2) Schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, Paragraph 2(2) Schedule 4 of the Employment Equality (Sexual Orientation) Regulations 2003, Section 49 National Minimum Wage Act 1998, Regulation 35 Working Time Regulations 1998, Section 288 Trade Union and Labour Relations (Consolidation) Act 1992 (as amended), Regulation 43 and Schedule 5 Part 1 Employment Equality (Age) Regulations 2006 and Section 147 of the Equality Act 2010.
|
2.
|
I confirm that at all relevant times there was and is in force a contract of insurance or an indemnity provided for members of a profession or professional body covering the risk of a claim by Stephen Sunnucks in respect of loss arising in consequence of the advice I have given him in connection with this matter.
|
3.
|
I have advised Stephen Sunnucks in connection with the completion of this Agreement and specifically on the terms and effect of the Agreement and its effect on his ability to pursue his rights before an Employment Tribunal including in particular, all of those claims listed in Clause
7
of the attached Settlement Agreement.
|
4.
|
I am not acting (and have not acted) in relation to this matter for GPS (Great Britain) Limited, Gap Inc, or any associated employer or company.
|
|
Fiscal Year (number of weeks)
|
||||||||||||||||||
($ in millions except ratios)
|
2014 (52
|
|
2013 (52)
|
|
2012 (53)
|
|
2011 (52)
|
|
2010 (52)
|
||||||||||
Earnings before income taxes and interest expense
|
$
|
2,088
|
|
|
$
|
2,154
|
|
|
$
|
1,948
|
|
|
$
|
1,443
|
|
|
$
|
1,974
|
|
Less: capitalized interest, net
|
(7
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
—
|
|
|||||
Total fixed charges
|
551
|
|
|
522
|
|
|
675
|
|
|
644
|
|
|
534
|
|
|||||
Earnings for calculation
|
$
|
2,632
|
|
|
$
|
2,668
|
|
|
$
|
2,617
|
|
|
$
|
2,083
|
|
|
$
|
2,508
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross interest incurred
|
$
|
75
|
|
|
$
|
61
|
|
|
$
|
87
|
|
|
$
|
74
|
|
|
$
|
(8
|
)
|
Interest portion of rent expense (1)
|
476
|
|
|
461
|
|
|
588
|
|
|
570
|
|
|
542
|
|
|||||
Total fixed charges
|
$
|
551
|
|
|
$
|
522
|
|
|
$
|
675
|
|
|
$
|
644
|
|
|
$
|
534
|
|
Ratio of earnings to fixed charges
|
4.8
|
|
|
5.1
|
|
|
3.9
|
|
|
3.2
|
|
|
4.7
|
|
Athleta (ITM) Inc.
|
California
|
Athleta LLC
|
Delaware
|
Athleta, Inc.
|
Delaware
|
Banana Republic (Apparel), LLC
|
California
|
Banana Republic (ITM) Inc.
|
California
|
Banana Republic (Japan) Y.K.
|
Tokyo, Japan
|
Banana Republic, LLC
|
Delaware
|
Corporate HQ Support Mexico, S. de R.L. de C.V.
|
Mexico
|
Direct Consumer Services, LLC
|
California
|
Forth & Towne (Apparel) LLC
|
California
|
Forth & Towne (Japan) Y.K.
|
Tokyo, Japan
|
Gap (Apparel), LLC
|
California
|
Gap (Beijing) Commercial Co., Ltd.
|
Beijing, China
|
Gap (Canada) Inc.
|
Canada
|
Gap (France) S.A.S.
|
Paris, France
|
Gap (Italy) Srl.
|
Milan, Italy
|
Gap (ITM) Inc.
|
California
|
Gap (Japan) K.K.
|
Tokyo, Japan
|
Gap (Netherlands) B.V.
|
Amsterdam, The Netherlands
|
Gap (Puerto Rico), Inc.
|
Puerto Rico
|
Gap (RHC) B.V.
|
Amsterdam, The Netherlands
|
Gap (Shanghai) Commercial Co., Ltd.
|
Shanghai, China
|
Gap (UK Holdings) Limited
|
England and Wales
|
Gap Europe Limited
|
England and Wales
|
Gap International Sales, Inc.
|
Delaware
|
Gap International Sourcing (Americas) LLC
|
California
|
Gap International Sourcing (California), Inc.
|
California
|
Gap International Sourcing (Holdings) Limited
|
Hong Kong
|
Gap International Sourcing (India) Private Limited
|
New Delhi, India
|
Gap International Sourcing (JV), LLC
|
California
|
Gap International Sourcing (Mexico) S.A. de C.V.
|
Mexico
|
Gap International Sourcing (U.S.A.) Inc.
|
California
|
Gap International Sourcing Limited
|
Hong Kong
|
Gap International Sourcing Pte. Ltd.
|
Singapore
|
Gap International Sourcing, Inc.
|
California
|
Gap Limited
|
Hong Kong
|
Gap Services, Inc.
|
California
|
Gap Stores (Ireland) Limited
|
Dublin, Ireland
|
Gap Taiwan Limited
|
Taipei, Taiwan
|
GPS (Great Britain) Limited
|
England and Wales
|
GPS Consumer Direct, Inc.
|
California
|
GPS Corporate Facilities, Inc.
|
California
|
GPS Import Services, S. de R.L. de C.V.
|
Mexico
|
GPS Real Estate, Inc.
|
California
|
GPS Services, Inc.
|
California
|
GPS Sourcing (South Africa) (Proprietary) Limited
|
Durban, South Africa
|
GPS Strategic Alliances LLC
|
Delaware
|
GPSDC (New York) Inc.
|
Delaware
|
Intermix Canada Inc.
|
New Brunswick
|
Intermix Holdco Inc.
|
Delaware
|
Intermix (ITM) Inc.
|
California
|
Old Navy (Apparel), LLC
|
California
|
Old Navy (Canada) Inc.
|
Canada
|
Old Navy (ITM) Inc.
|
California
|
Old Navy (Japan) Y.K.
|
Tokyo, Japan
|
Old Navy, LLC
|
Delaware
|
ON Stores Mexico, S. de R.L. de C.V.
|
Mexico
|
Piperlime (Japan) G.K.
|
Tokyo, Japan
|
WCB Twenty-Eight Limited Partnership
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of The Gap, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: March 23, 2015
|
|
/s/ Arthur Peck
|
Arthur Peck
|
Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of The Gap, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: March 23, 2015
|
|
/s/ Sabrina L. Simmons
|
Sabrina L. Simmons
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ Arthur Peck
|
Arthur Peck
|
Chief Executive Officer
|
March 23, 2015
|
|
/s/ Sabrina L. Simmons
|
Sabrina L. Simmons
Executive Vice President and Chief Financial Officer
March 23, 2015
|