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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended February 3, 2001 or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to ______________
Commission File Number 1-7562
THE GAP, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1697231
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(State of Incorporation) (I.R.S. Employer
Identification No.)
One Harrison Street
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (650) 952-4400
_______________________
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.05 par value New York Stock Exchange, Inc.
(Title of class) Pacific Exchange, Inc.
(Name of each exchange where registered)
Securities registered pursuant to Section 12(g) of the Act: None
_______________________
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the common equity held by non-affiliates of the
registrant as of March 16, 2001 was approximately $12,367,000,000 based upon the
last price reported for such date in the NYSE-Composite transactions.
The number of shares of the registrant's Common Stock outstanding as of March
16, 2001 was 854,429,402.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 9, 2001 (hereinafter referred to as the "2001
Proxy Statement") are incorporated into Parts I and III.
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended February 3, 2001 (hereinafter referred to as the "2000 Annual Report to
Shareholders") are incorporated into Parts II and IV.
The Exhibit Index is located on Page 12 hereof.
1
This Annual Report on Form 10-K and the information incorporated herein by
reference contain certain forward-looking statements which reflect the
Company's current view with respect to future events and financial
performance. Whenever used, the words "expect," "plan," "anticipate,"
"believe" and similar expressions identify forward-looking statements.
Any such forward-looking statements are subject to risks and uncertainties
and the Company's future results of operations could differ materially from
historical results or current expectations. Some of these risks are discussed
in Item 1 of this report below, and include, without limitation, ongoing
competitive pressures in the apparel industry, risks associated with
challenging international retail environments, changes in the level of
consumer spending or preferences in apparel, trade restrictions and political
or financial instability in countries where the Company's goods are
manufactured, and/or other factors that may be described in the Company's
filings with the Securities and Exchange Commission. Future economic and
industry trends that could potentially impact revenue and profitability are
difficult to predict.
The Company assumes no obligation to publicly update or revise its forward-
looking statements even if experience or future changes make it clear that any
projected results expressed or implied therein will not be realized.
PART I
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Item 1 - Business
General
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The Gap, Inc. (together with its subsidiaries, the "Company") is a global
specialty retailer which operates stores selling casual apparel, personal care
and other accessories for men, women and children under the Gap, Banana Republic
and Old Navy brands. As of March 3, 2001, the Company operated 3,740 stores in
the United States, Canada, the United Kingdom, France, Germany and Japan.
The Company designs virtually all of its products, which in turn are
manufactured by independent sources, and sells them under its brands in the
following store formats:
Gap. Founded in 1969, Gap stores offer extensive selections of
classically-styled, high quality, casual apparel at moderate price
points. Products range from wardrobe basics, such as denim, khakis and T-
shirts, to fashion apparel, accessories and personal care products for
men and women aged teen through adult. The Company entered the children's
apparel market with the introduction of GapKids in 1986 and babyGap in
1989. These stores offer casual basics, outerwear, shoes and other
accessories in the tradition of Gap style and quality for children aged
newborn through teen. The Company launched GapBody in 1998, offering
men's and women's underwear, sleepwear and personal care products. As of
March 3, 2001, the Company operated a total of 2,643 Gap brand stores,
including 2,091 in the United States and 552 outside the United States.
Banana Republic. Acquired in 1983 with two stores, Banana Republic now
offers sophisticated, fashionable collections of dress-casual and
tailored clothing and accessories for men and women at higher price
points than Gap. Banana Republic products range from clothing, including
intimate apparel, to personal care products and home products. As of
March 3, 2001, the Company operated 408 Banana Republic stores, including
13 in Canada.
Old Navy. The Company launched Old Navy in 1994 to address the market
for value-priced family apparel. Old Navy offers broad selections of
apparel, shoes and accessories for adults, children and infants, as well
as other items including personal care products, in an innovative,
exciting shopping environment. As of March 3, 2001, the Company operated
689 Old Navy stores in the United States.
The Company established Gap Online in 1997, a web-based store located at
www.gap.com. GapKids and babyGap web-based stores, located at www.gapkids.com
and www.babygap.com, were established in 1998. Products
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comparable to those carried in Gap, GapKids and babyGap stores can be
purchased online. In addition, a line of maternity apparel is available at Gap
Online store. Banana Republic introduced a catalog format in 1998 and Banana
Republic Online, a web-based store located at www.bananarepublic.com in 1999.
Both of the new Banana Republic formats offer clothing and accessories
comparable to those carried in the store collections. In 1999 the Company
established Old Navy Online, a promotional website located at www.oldnavy.com
and began operating Old Navy Online as a web-based store in 2000. The online
and catalog businesses are offered as an extension of our store experience and
are intended to strengthen our relationship with our customers.
The Company was incorporated in the State of California in July 1969 and was
reincorporated under the laws of the State of Delaware in May 1988.
Consumer Preferences; Impact of Economic Conditions
- ---------------------------------------------------
The retail apparel business fluctuates according to changes in consumer
preferences dictated in part by fashion and season. In addition, certain
economic conditions affect the level of consumer spending on merchandise offered
by the Company, including, among others, business conditions, interest rates,
energy costs, taxation and consumer confidence in future economic conditions.
Consumer preferences and economic conditions may differ or change from time to
time in each market in which the Company operates and directly impact the
Company's net sales and profitability.
Merchandise Inventory, Replenishment and Distribution
- -----------------------------------------------------
Fluctuations in the retail apparel business especially affect the inventory
owned by apparel retailers, since merchandise usually must be ordered well in
advance of the season and sometimes before fashion trends are evidenced by
customer purchases. In addition, the cyclical nature of the retail business
requires the Company to carry a significant amount of inventory, especially
prior to peak selling seasons when the Company and other retailers generally
build up their inventory levels. The Company must enter into contracts for the
purchase and manufacture of apparel well in advance of the applicable selling
season. As a result, the Company is vulnerable to demand and pricing shifts and
to suboptimal selection and timing of merchandise purchases.
The Company reviews its inventory levels in order to identify slow-moving
merchandise and broken assortments (items no longer in stock in a sufficient
range of sizes) and uses markdowns to clear merchandise. Markdowns may be used
if inventory exceeds customer demand for reasons of style, seasonal adaptation,
changes in customer preference or lack of consumer acceptance of fashion items,
or if it is determined that the inventory in stock will not sell at its
currently marked price. Such markdowns may have an adverse impact on earnings,
depending on the extent of the markdowns and amount of inventory affected.
Because the Company does not carry much replenishment inventory in its stores,
much of the inventory is maintained in the Company's distribution centers in
California, Kentucky, Maryland, Ohio, New York, Tennessee, Canada, England and
The Netherlands, and in distribution centers operated by third parties in
England and Japan.
Store Operations and Expansion
- ------------------------------
The Company's stores offer a shopper-friendly environment with an assortment
of casual clothing and accessories which emphasize style, quality and good
value. The range of apparel displayed in each store varies significantly
depending on the selling season and the size and location of the store.
The Company's stores generally are open seven days per week (where permitted
by law) and most holidays. All sales are tendered for cash, personal checks or
credit cards issued by others, including Gap, Banana Republic and Old Navy
private label credit cards.
The Company's continued success depends, in part, upon its ability to increase
sales at existing store locations, to open new stores and to operate stores on a
profitable basis. There can be no assurance that the Company's growth will
result in enhanced profitability or that it will continue at the same rate in
future years.
3
International Expansion
- -----------------------
The Company continued to expand internationally in fiscal 2000. It is faced
with competition in European and Japanese markets from established regional and
national chains. If international expansion is not successful, the Company's
results of operations could be adversely affected. The Company's ability to
grow successfully in the continental European market will depend in part on
determining a sustainable profit formula to build brand loyalty and gain market
share in the especially challenging retail environments of France and Germany.
Certain financial information about international operations is set forth in
Note A to Notes to Consolidated Financial Statements, incorporated by reference
in Item 8 - Financial Statements and Supplementary Data.
Suppliers
- ---------
The Company purchases merchandise from approximately 1,100 suppliers located
domestically and overseas. No supplier accounted for more than 5% of the
Company's fiscal 2000 purchases. Of the Company's merchandise sold during
fiscal 2000, approximately 20% of all units (representing approximately 14% of
total cost) were produced domestically while the remaining 80% of all units (86%
of cost) were made outside the United States. Approximately 12% of the Company's
total merchandise units (representing 16% of cost) were from China, including
Hong Kong, with the remainder coming from 56 other countries. Any event causing
a sudden disruption of imports from China or other foreign countries, including
the imposition of additional import restrictions, could have a material adverse
effect on the Company's operations. Substantially all of the Company's foreign
purchases of merchandise are negotiated and paid for in U.S. dollars.
The Company cannot predict whether any of the countries in which its products
currently are manufactured or may be manufactured in the future will be subject
to additional trade restrictions imposed by the U.S. and other foreign
governments, including the likelihood, type or effect of any such restrictions.
Trade restrictions, including increased tariffs or quotas, embargoes, and
customs restrictions, against apparel items could increase the cost or reduce
the supply of apparel available to the Company and adversely affect the
Company's business, financial condition and results of operations. The Company
pursues a diversified global sourcing strategy that includes relationships with
vendors in over 50 countries. These sourcing operations may be adversely
affected by political and financial instability resulting in the disruption of
trade from exporting countries, significant fluctuation in the value of the U.S.
dollar against foreign currencies, restrictions on the transfer of funds and/or
other trade disruptions.
Seasonal Business
- -----------------
The Company's business follows a seasonal pattern, peaking over a total of
about 13 weeks during the Back-to-School (mid-August through early September)
and Holiday (November through December) periods. During fiscal year 2000, these
periods accounted for approximately 35% of the Company's annual sales.
Competition
- -----------
The Company's business is highly competitive. The Company competes with
national and local department stores, specialty and discount store chains,
independent retail stores and internet and catalog businesses that market
similar lines of merchandise. Some competitors have more resources than the
Company.
The Company's online business has limited operating history and is faced with
competition from other online apparel retailers and other retailers which may
enter the online apparel market, further increasing competition. There is no
guarantee that consumers will embrace shopping for apparel online or that the
Company's online business will be profitable. Given the large number of
companies in the retail industry, the Company cannot estimate the number of its
competitors.
Depth of selection in sizes, colors and styles of merchandise, merchandise
procurement and pricing, ability to anticipate fashion trends and consumer
preferences, inventory control, reputation, quality of merchandise, store design
and location, advertising and customer service are all important factors in
competing successfully in the retail industry.
4
The performance of the Company in recent years has increased the amount of
imitation by other retailers. Such imitation has made and will continue to make
the retail environment in which the Company operates more competitive.
In addition, the Company's competitive position depends upon a number of
factors relating to consumer spending, including future economic conditions
affecting disposable consumer income such as employment, business conditions,
interest rates, energy costs and taxation. A decline in consumer spending on
apparel could have a material adverse effect on the Company's net sales and
profitability.
Brand Building
- --------------
The ability of the Company to continually change and evolve its brands is a
key source of competitive advantage. The Company believes its three distinct
brands are among its most important assets. All aspects of brand development
from product design and distribution, to marketing, merchandising and shopping
environments are controlled by the Company. The Company continues to invest in
the development of its brands through advertising spending, the establishment of
an online presence and the opening of flagship stores. The Company has also made
investments to enhance the customer experience through the opening of new
stores, the expansion and remodeling of existing stores, and a focus on customer
service.
Advertising
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The Company places print ads in major metropolitan newspapers and their Sunday
magazines, major news weeklies and lifestyle and fashion magazines. The
Company's ads also appear in various outdoor venues, such as mass transit
posters, exterior bus panels, bus shelters and billboards. The Company
continues to run TV ads for Gap and Old Navy and radio ads for Old Navy. The
Company plans to continue its investments in advertising and marketing in 2001.
There can be no assurances that these investments will result in increased sales
or profitability.
Employees
- ---------
On February 3, 2001, the Company had a work force of approximately 166,000
employees. The Company also hires temporary employees during the peak Back-to-
School and Holiday seasons. The Company considers its employee relations to be
good.
Trademarks and Service Marks
- ----------------------------
The Gap, GapKids, babyGap, GapBody, Banana Republic and Old Navy trademarks
and service marks, and certain other trademarks, either have been registered, or
are the subject of pending trademark applications, with the United States Patent
and Trademark Office and with the registries of many foreign countries.
Executive Officers of the Registrant
- ------------------------------------
The Chairman of the Company is Donald G. Fisher. Millard S. Drexler is the
President and Chief Executive Officer of the Company. John Lillie is the Vice
Chairman of the Company. Donald G. Fisher, Millard S. Drexler and John Lillie
are directors of the Company and the required information for each of them is
set forth in the table located in the section entitled "Nominees for Election as
Directors" of the 2001 Proxy Statement and is incorporated by reference herein.
The following are also executive officers of the Company:
Name, Age, Position and Principal Occupation During Past Five Years:
Charles K. Crovitz, 47, Executive Vice President, Chief Supply Chain
Officer since April 2000; Executive Vice President, Supply Chain and
Technology from September 1998 to April 2000; Senior Vice President of
Strategy, Logistics and Information Systems from March 1998 to September
1998; Senior Vice President of Strategic Planning and Business Development
from 1993 to March 1998. Joined the Company in 1993.
5
Anne B. Gust, 43, Executive Vice President, Chief Administrative Officer
since April 2000; Executive Vice President, Human Resources, Legal, Global
Compliance and Corporate Administration from May 1999 to April 2000;
Executive Vice President, Human Resources, Legal and Corporate
Administration from September 1998 to May 1999; Senior Vice President and
General Counsel from April 1994 to September 1998; Vice President and
General Counsel from 1993 to 1994. Joined the Company in 1991.
Heidi Kunz, 46, Executive Vice President and Chief Financial Officer since
August 1999. Executive Vice President and Chief Financial Officer of ITT
Industries from 1995 to 1999.
Jenny Ming, 45, President, Old Navy Brand since 1998; Executive Vice
President, Merchandising, Old Navy Brand from 1996 to 1998; Senior Vice
President, Merchandising, Old Navy Brand from 1993 to 1996. Joined the
Company in 1986.
Ken Pilot, 40, President, Gap Brand since April 2000; President, Gap
International from 1998 to April 2000; Senior Vice President, Gap Outlet
from 1993 to 1998. Joined the Company in 1989.
Item 2 - Properties
During fiscal year 2000, the Company opened 731, closed 73 and expanded 268
stores. The 3,740 stores operating as of March 3, 2001 aggregated approximately
32 million square feet. The Company leases virtually all of its store premises.
Terms generally range from five to 15 years with one or two five-year renewal
options. Most leases provide for additional rent based on a percentage of store
sales above a certain level in addition to or in lieu of minimum rentals, as
well as for the payment of certain other expenses. Some leases contain
cancellation clauses in favor of the Company if specified sales levels are not
achieved. In the United States, the Company's stores are located in the 50
largest metropolitan areas.
The Company currently leases its regional offices and much of its headquarters
office space, including approximately 495,000 square feet in buildings in San
Francisco, California, approximately 275,000 square feet in buildings in San
Bruno, California (near the San Francisco Airport), and approximately 300,000
square feet in buildings in New York City. The Company also leases its Eastern
Distribution Center/Kentucky Distribution Center complex (EDC/KDC) and certain
other distribution facilities. The EDC/KDC facilities in Erlanger, Kentucky
(near Cincinnati) consist of approximately 725,000 square feet. Nearby Northern
Kentucky facilities include an approximately 325,000 square foot warehouse for
consolidation/deconsolidation purposes and three additional facilities for
distribution purposes totaling approximately 1,133,000 square feet. The Company
also leases a warehouse/call center of approximately 270,000 square feet in
Grove City, Ohio (near Columbus) and approximately 425,000 square feet in
Groveport, Ohio, both of which service the Company's catalog and online
businesses. The Company leases its Japan Distribution Center (JDC),
approximately 280,000 square feet, in Funabashi City, Chiba, Japan. The JDC is
operated by a third party. The Company also leases an approximately 134,000
square foot warehouse in Essex, England and an approximately 17,000 square foot
facility also in Essex, England for supply and distribution purposes.
The Company owns an approximately 160,000 square foot building in San
Francisco, owns office buildings in San Bruno of approximately 190,000 and
260,000 square feet and nearby land which potentially could accommodate up to an
additional 290,000 square feet, and also owns an office/computer facility of
approximately 40,000 square feet in Rocklin, California (near Sacramento). The
Company has nearly completed construction of an office building of approximately
540,000 square feet near its existing facilities in San Francisco, which is also
owned by the Company.
6
The Company owns distribution facilities in the following locations:
Location Square Footage (Approximate)
----------------------------------------------------------------------------
Fresno, California 1,200,000 square feet
850,000 square feet (Under Construction)
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Ventura, California 230,000 square feet
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Edgewood, Maryland 650,000 square feet
----------------------------------------------------------------------------
Fishkill, New York 1,500,000 square feet
950,000 square feet (Under Construction)
----------------------------------------------------------------------------
Groveport, Ohio 830,000 square feet (Under Construction)
----------------------------------------------------------------------------
Gallatin, Tennessee 1,030,000 square feet
550,000 square feet
710,000 square feet
----------------------------------------------------------------------------
Rugby, England 650,000 square feet (Under Construction)
----------------------------------------------------------------------------
Roosendaal, The Netherlands 130,000 square feet
----------------------------------------------------------------------------
Brampton, Ontario, Canada 370,000 square feet
740,000 square feet
The sites in Fresno, California; Edgewood, Maryland; Fishkill, New York;
Groveport, Ohio; Brampton, Ontario; and Rugby, England have additional land
available for expansion (either by ownership or option) or for additional
facilities.
Item 3 - Legal Proceedings
In 1999, the Company was named as a defendant in two lawsuits relating to
sourcing of products from Saipan (Commonwealth of the Northern Mariana Islands).
A complaint was filed on January 13, 1999 in California Superior Court in San
Francisco by the Union of Needletrades Industrial and Textile Employees, AFL-
CIO; Global Exchange; Sweatshop Watch; and Asian Law Caucus against the Company
and 17 other parties. The plaintiffs allege violations of California's
unlawful, fraudulent and unfair business practices and untrue and misleading
advertising statutes in connection with labeling of product and labor practices
regarding workers of factories that make product for the Company in Saipan. The
plaintiffs seek injunctive relief, restitution, disgorgement of profits and
other damages. Trial has not been set in the state case.
A second complaint was filed on January 13, 1999, in Federal District Court,
Central District of California, by various unidentified worker plaintiffs
against the Company and 27 other parties. Those unidentified worker plaintiffs
seek class-action status and allege, among other things, that the Company (and
other defendants) violated the Racketeer Influenced and Corrupt Organizations
Act in connection with the labor practices and treatment of workers of factories
in Saipan that make product for the Company. The plaintiffs seek injunctive
relief as well as actual and punitive damages. On September 29, 1999, the action
was transferred to the United States District Court, State of Hawaii. On April
28, 2000, plaintiffs filed a First Amended Complaint adding 22 new defendants.
On June 23, 2000, the United States District Court, State of Hawaii, ordered the
case transferred to the United States District Court, District of the Mariana
Islands. On March 23, 2001, the Ninth Circuit Court of Appeal denied Plaintiffs'
writ of mandamus requesting that the action either be transferred back to the
District Court in Hawaii or to the Central District of California. Now that the
case is in the District of the Mariana Islands, defendants intend to renew a
motion to dismiss the case.
The Company continues to defend itself in both lawsuits and believes the
claims against the Company are without merit. At this time the Company is unable
to assess the likelihood of the outcome of these cases and cannot estimate the
amount or range of potential loss, if any.
The Company also is a party to routine litigation incident to its business.
Some of the lawsuits to which the Company is a party are covered by insurance
and are being defended by the Company's insurance carriers.
7
The Company has established reserves which management believes are adequate to
cover any litigation losses which may occur.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
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Item 5 - Market For Registrant's Common Equity and Related Stockholder Matters
The information required by this item is incorporated herein by reference to
page 39 of the 2000 Annual Report to Shareholders included as Exhibit 13 to this
Annual Report on Form 10-K.
Item 6 - Selected Financial Data
The information required by this item is incorporated herein by reference to
pages 14 and 15 of the 2000 Annual Report to Shareholders included as Exhibit 13
to this Annual Report on Form 10-K.
Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this item is incorporated herein by reference to
pages 16 through 20 of the 2000 Annual Report to Shareholders included as
Exhibit 13 to this Annual Report on Form 10-K.
Item 7A - Quantitative and Qualitative Disclosures about Market Risk
The information required by this item is incorporated herein by reference to
pages 20 and 21 of the 2000 Annual Report to Shareholders included as Exhibit 13
to this Annual Report on Form 10-K.
Item 8 - Financial Statements and Supplementary Data
The information required by this item is incorporated herein by reference to
pages 22 through 38 of the 2000 Annual Report to Shareholders included as
Exhibit 13 to this Annual Report on Form 10-K.
Item 9 - Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
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Item 10 - Directors and Executive Officers of the Registrant
The information required by this item is incorporated herein by reference to
the section entitled "Nominees for Election as Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the 2001 Proxy Statement. See also
Item 1 above in the section entitled "Executive Officers of the Registrant."
Item 11 - Executive Compensation
The information required by this item is incorporated herein by reference to
the sections entitled "Compensation of Directors," "Summary of Executive
Compensation," "Stock Options," "Employment Contracts," and "Compensation
Committee Interlocks and Insider Participation" in the 2001 Proxy Statement.
8
Item 12 - Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by reference to
the section entitled "Beneficial Ownership of Shares" in the 2001 Proxy
Statement.
Item 13 - Certain Relationships and Related Transactions
The information required by this item is incorporated herein by reference to
the sections entitled "Compensation Committee Interlocks and Insider
Participation" and "Other Reportable Transactions" in the 2001 Proxy Statement.
PART IV
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Item 14 - Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
(a) The following consolidated financial statements, schedules and exhibits
are filed as part of this report or are incorporated herein as indicated.
(1) Financial Statements
--------------------
(i) Independent Auditors' Report. Incorporated by reference to
page 22 of the 2000 Annual Report to Shareholders included
as Exhibit 13 to this Annual Report on Form 10-K.
(ii) The consolidated balance sheets as of February 3, 2001 and
January 29, 2000 and the related consolidated statements of
earnings, shareholders' equity, cash flows, and notes
thereto for each of the three fiscal years in the period
ended February 3, 2001 are incorporated by reference to
pages 23 through 38 of the 2000 Annual Report to
Shareholders included as Exhibit 13 to this Annual Report on
Form 10-K.
(2) Financial Statement Schedules
-----------------------------
Schedules have been omitted because they are not required or are
not applicable or because the information required to be set forth
therein either is not material or is included in the financial
statements or notes thereto.
(3) Exhibits
--------
Incorporated herein by reference is a list of the Exhibits
contained in the Exhibit Index which begins on sequentially numbered
page 12 of this Annual Report on Form 10-K.
(b) No reports on Form 8-K were filed or required to be filed for the last
quarter of the fiscal year.
9
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE GAP, INC.
Date: April 3, 2001 By /s/ MILLARD S. DREXLER
-----------------------
Millard S. Drexler,
Chief Executive Officer
(Principal Executive Officer)
Date: April 3, 2001 By /s/ HEIDI KUNZ
--------------
Heidi Kunz,
Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: April 3, 2001 By /s/ ADRIAN D. P. BELLAMY
------------------------
Adrian D. P. Bellamy, Director
Date: April 3, 2001 By /s/ MILLARD S. DREXLER
----------------------
Millard S. Drexler, Director
Date: April 3, 2001 By /s/ DONALD G. FISHER
--------------------
Donald G. Fisher, Director
Date: April 3, 2001 By /s/ DORIS F. FISHER
-------------------
Doris F. Fisher, Director
Date: April 3, 2001 By /s/ ROBERT J. FISHER
--------------------
Robert J. Fisher, Director
10
SIGNATURES (con't.)
-------------------
Date: April 3, 2001 By /s/ GLENDA A. HATCHETT
----------------------
Glenda A. Hatchett, Director
Date: April 3, 2001 By /s/ STEVEN P. JOBS
------------------
Steven P. Jobs, Director
Date: April 3, 2001 By /s/ JOHN M. LILLIE
------------------
John M. Lillie, Director
Date: April 3, 2001 By /s/ CHARLES R. SCHWAB
---------------------
Charles R. Schwab, Director
Date: April 3, 2001 By /s/ BROOKS WALKER, JR.
----------------------
Brooks Walker, Jr., Director
Date: April 3, 2001 By /s/ SERGIO S. ZYMAN
-------------------
Sergio S. Zyman, Director
11
Exhibit Index
3.1 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
3.2 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
3.3 Registrant's By-Laws, filed as Exhibit C to Registrant's definitive proxy statement for its annual
meeting of stockholders held on May 24, 1988, Commission File No. 1-7562
3.4 Amended Article IV of Registrant's By-Laws, filed as Exhibit 4.4 to Registrant's Registration
Statement on Form S-8, Commission File No. 333-00417
4 Indenture, dated September 1, 1997, between the Registrant and Harris Trust Company of California
filed as Exhibit 4 to Registrant's Form 10-Q for the quarter ended November 1, 1997, Commission File
No. 1-7562
10.1 Amended and Restated Credit Agreement, dated as of June 27, 2000 among the Registrant, Citicorp USA,
Inc., Bank of America, N.A., The Hong Kong and Shanghai Bank Corporation Limited, Morgan Guaranty
Trust Company of New York, The Sumitomo Bank Limited, Deutsche Bank AG New York Branch and/or Cayman
Islands Branch, Societe Generale, The Fuji Bank, Limited, ABN AMRO Bank N.V., The Bank of New York,
Bank One, NA f/k/a The National Bank of Chicago, U.S. Bank National Association, Fleet National Bank,
and Wells Fargo Bank, National Association filed as Exhibit 10.1 to Registrant's Form 10-Q for the
quarter ended July 29, 2000, Commission File No. 1-7562
10.2 Second Amended and Restated Credit Agreement, dated as of June 27, 2000 among the Registrant, Banana
Republic, Inc., Old Navy Inc., Banana Republic (Canada), Inc., Old Navy (Canada) Inc., Gap (Canada
Inc., Gap International Sourcing Limited, Gap International Sourcing Pte. Ltd., Gap (Japan) K.K., Gap
International Sourcing (Holdings) Limited, Gap (Netherlands) B.V., Gap (International) B.V., GPS
Consumer Direct, Inc., Citicorp USA Inc., Bank of America, N.A., HSBC Bank USA, Morgan Guaranty Trust
Company of New York, ABN AMRO Bank N.V., Deutsche Bank AG New York Branch and/or Cayman Islands
Branch, Societe Generale, The Sumitomo Bank Limited, Bank One, NA f/k/a The First National Bank of
Chicago, Fleet National Bank, Wells Fargo Bank, National Association, The Bank of New York, The Fuji
Bank Limited, U.S. Bank National Association, Citibank, N.A., and Salomon Smith Barney Inc. filed as
Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended July 29, 2000, Commission File No. 1-7562
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.3 1981 Stock Option Plan, filed as Exhibit 4.1 to Registrant's Registration Statement on Form S-8,
Commission File No. 33-54690
10.4 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
10.5 Description of Management Incentive Cash Award Plan filed as Exhibit 10.34 to Registrant's Annual
Report on Form 10-K for the year ended January 29, 1994, Commission File No. 1-7562
10.6 Executive Management Incentive Cash Award Plan (January 25, 2000 Amendment and Restatement), filed as
Exhibit A to the Registrant's definitive proxy statement for its annual meeting of stockholders held
on May 5, 2000, Commission File No. 1-7562
10.7 The Gap, Inc. Executive Deferred Compensation Plan, filed as Exhibit 10.3 to Registrant's Form 10-Q
for the quarter ended October 31, 1998, Commission File No.1-7562
10.8 1996 Stock Option and Award Plan, filed as Exhibit A to the Registrant's definitive proxy statement
for its annual meeting of stockholders held on May 21, 1996, Commission File No. 1-7562
10.9 Amendment Number 1 to the 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
10.10 Amendment Number 2 to the 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
10.11 Amendment Number 3 to the 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
10.12 Amendment Number 4 to the 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
10.13 Amendment Number 5 to the Registrant's 1996 Stock Option and Award Plan
10.14 Form of Nonqualified Stock Option Agreement for employees under Registrant's 1996 Stock Option and
Award Plan filed as Exhibit 10.5 to Registrant's Form 10-Q for the quarter ended August 2, 1997,
Commission File No. 1-7562
10.15 Form of Nonqualified 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
10.16 Form of Restricted Stock Agreement under Registrant's 1996 Stock Option and Award Plan filed as
Exhibit 10.7 to Registrant's Form 10-Q for the quarter ended August 2, 1997, Commission File No. 1-7562
10.17 Form of Nonqualified 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
10.18 Form of Nonqualified 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
10.19 Form of Nonqualified 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
10.20 Form of Nonqualified 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
10.21 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
10.22 Executive Long-Term Cash Award Performance Plan, filed as Exhibit B to the Registrant's definitive
proxy statement for its annual meeting of stockholders held on May 21, 1996, Commission File No. 1-7562
10.23 Executive Long-Term Cash Award Performance Plan (January 26, 1999 Restatement), filed as Exhibit B to
the Registrant's definitive proxy statement for its annual meeting of stockholders held on May 4,
1999, Commission File No. 1-7562
10.24 Executive Long-Term Cash Award Performance Plan (January 26, 1999 Restatement, as amended March 28,
2000), filed as Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the year ended
January 29, 2000, Commission File No. 1-7562
10.25 Relocation Loan Plan, filed as Exhibit A to Registrant's definitive proxy statement for its annual
meeting of stockholders held on October 25, 1977, Commission File No. 1-7562
10.26 Certificate of Corporate Resolution amending the Relocation Loan Plan, adopted by the Board of
Directors on November 27, 1990, filed as Exhibit 10.34 to Registrant's Annual Report on Form 10-K for
the year ended February 2, 1991, Commission File No. 1-7562
10.27 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
10.28 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
10.29 The Gap, Inc. Nonemployee Director Deferred Compensation Plan, filed as Exhibit 4.1 to Registrant's
Registration Statement on Form S-8, Commission File No. 333-36265
10.30 Amendment Number 1 to the 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
10.31 Amendment Number 2 to the 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
10.32 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
10.33 Income continuation protection arrangement, dated December 21, 1998, between Registrant and John B.
Wilson, filed as Exhibit 10.33 to Registrant's Form 10-K for the year ended January 30, 1999,
Commission File No. 1-7562
10.34 Employment arrangement, dated July 6, 1999, between Registrant and Heidi Kunz, filed as Exhibit 10.2
to Registrant's Annual Report on Form 10-Q for the quarter ended July 31, 1999, Commission File No.
1-7562
10.35 Consulting Agreement, dated December 7, 2000, between Registrant and John M. Lillie
10.36 Non-qualified Stock Option Agreement, dated January 23, 2001, between Registrant and John M. Lillie
10.37 Termination of Consulting Agreement, dated January 24, 2001, between Registrant and John M. Lillie
13 Portions of Registrant's annual report to security holders for the fiscal year ended February 3, 2001
21 Subsidiaries of Registrant
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule for the year ended February 3, 2001