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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 1, 1997 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
------------------------ -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
ONE HARRISON
SAN FRANCISCO, CALIFORNIA 94105
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 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 STOCK 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 voting stock held by non-affiliates of the
Registrant as of March 24, 1997 was approximately $5,890,706,222, 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
24, 1997 was 273,698,780.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 20, 1997 (hereinafter referred to as the "1997
Proxy Statement") are incorporated into Parts I and III.
Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended February 1, 1997 (hereinafter referred to as the "1996 Annual Report to
Stockholders") are incorporated into Parts II and IV.
The Exhibit Index is located on Page 11 hereof.
PART I
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ITEM 1 - BUSINESS
GENERAL
- -------
The Gap, Inc. (hereinafter referred to as the "Company") is an
international specialty retailer which operates stores selling casual apparel,
shoes and other accessories for men, women and children under a number of brand
names, including: Gap, GapKids, babyGap, Banana Republic, and Old Navy Clothing
Co. 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. On
March 24, 1997, the Company operated 1,883 stores, including 947 Gap, 491
GapKids, 17 baby Gap, 229 Banana Republic, and 199 Old Navy Clothing Co. stores
(71 of the Gap and GapKids stores are located in the United Kingdom, 101 in
Canada, 18 in France, 11 in Japan and 8 in Germany; 8 of the Banana Republic
stores are located in Canada).
Virtually all of the Company's merchandise is private label. The Gap
stores offer casual clothing for men and women. GapKids was introduced in 1986
to provide well-designed, comfortable clothing for boys and girls ages 2-12.
The babyGap line, offering mostly natural fiber clothing for infants and
toddlers, was added in 1990 and is sold in all GapKids stores as well as in its
own freestanding stores. Banana Republic offers classic, casual fashions for
men and women and a home accessories line in selected stores. Old Navy Clothing
Co. was introduced in 1993 and offers casual basic and fashion clothing and
various accessories and gift items at lower price points for men, women and
children.
RECENT DEVELOPMENTS
- -------------------
During fiscal 1996, the Company focused on developing and growing its
brands, especially in its two newer divisions: Old Navy Clothing Co. and
International. The Company also invested in the development of brand
extensions: new product categories (such as personal care in all its divisions,
bedding and layette for babyGap, a home accessories line for Banana Republic,
jewelry and underwear for Gap and Banana Republic) and new formats (testing
separate men's and women's stores for Gap and Banana Republic, separate babyGap
stores, airport store locations, and an alliance with Duty Free Stores in Hong
Kong and Guam). The Company has limited operating history in some of these
concepts and is faced with competition from established retailers in these new
lines. There is no guarantee that these investments will result in increased
profitability.
The Company continued to expand internationally in 1996. The International
division is faced with competition in its European and Japanese markets from
established regional and national chains. Operations in these markets involve
special risks and complexities. If such expansion is not successful, the
Company's results of operations could be adversely affected. Specifically, the
division's operations in Germany and France are not profitable at the present
early stage of expansion, due in part to investments in infrastructure (a new
distribution center located in Holland) and personnel growth (expanding the
European Support Office to support the anticipated European expansion). The
Company's ability to grow successfully in the continental European markets will
depend in part on determining the best way to compete in the especially
challenging retail environment of Germany and France.
Even though in fiscal 1996 the Gap division had its best comparable store
performance in five years, its comparable store performance in the first two
months of fiscal 1997 was negative, driven primarily by weakness in the men's
apparel business. This business had experienced difficulties in fiscal 1996,
and this trend is expected to continue, especially in the first half of 1997,
when prior-year comparisons are the most difficult. Given its large store base
and modest growth in new stores, the most critical factor in profit growth for
the Gap division is growth in the number of stores. Improvement in the men's
apparel business is especially important in growing comparable store sales. If
the Gap division is unable to improve its comparable store growth, the Company's
results of operations could be adversely affected.
MERCHANDISE INVENTORY, REPLENISHMENT AND DISTRIBUTION
- -----------------------------------------------------
The retail apparel business fluctuates according to changes in customer
preferences dictated in part by fashion
1
and season. These fluctuations 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.
The Company is also vulnerable to changing fashion trends. 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 errors in 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, 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 their extent and the amount of inventory affected.
Because the Company does not carry much replenishment inventory in its
stores, such inventory is maintained in the Company's distribution centers in
California, Kentucky, Maryland, Tennessee and Canada and in distribution centers
operated by third parties in the Netherlands and Japan, and then shipped to the
stores.
STORE OPERATIONS AND EXPANSION
- ------------------------------
The Company's stores offer a shopper-friendly environment with an
assortment of casual clothing and accessories which emphasizes 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), three to six nights per week and most holidays. All sales
are made for cash, personal checks or on credit cards issued by others.
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.
SUPPLIERS
- ---------
The Company purchases merchandise from over 1,200 suppliers located
domestically and overseas. No supplier accounted for more than 5% of the
Company's fiscal 1996 purchases. Of the Company's merchandise sold worldwide
during fiscal 1996, approximately 30% was produced domestically while the
remaining 70% was made outside the United States. Approximately 10% of the
Company's total merchandise was from Hong Kong, with the remainder coming from
47 other countries. Any event causing a sudden disruption of imports from Hong
Kong, including the imposition of additional import restrictions, could have a
materially adverse effect on the Company's operations. Substantially all of the
Company's foreign purchases are negotiated and paid for in U.S. dollars.
The Company cannot predict whether any of the foreign countries in which
its products currently are manufactured or may be manufactured in the future
will be subject to trade restrictions imposed by the U.S. government, including
the likelihood, type or effect of any such restrictions. Trade restrictions,
including increased tariffs or quotas, or both, 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. In addition, the Company's import operations may be adversely
affected by political 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
- -----------------
2
The Company's business follows a seasonal pattern, peaking over a total of
about 12 weeks during the late summer (late August through September) and
holiday (Thanksgiving through Christmas) periods. During fiscal year 1996,
these periods accounted for approximately 33% of the Company's annual sales.
COMPETITION
- -----------
The Company's business is highly competitive. The Company's stores compete
with national and local department, specialty and discount store chains and
independent retail stores which handle similar lines of merchandise. Some
competitors have larger sales and assets than the Company.
Depth of selection in sizes, colors and styles of merchandise, merchandise
procurement and pricing, ability to anticipate fashion trends and customer
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. Given the large number of
companies in the retail industry, the Company cannot estimate the number of its
competitors or its relative competitive position.
The performance of the Company in recent years has increased 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
success of the Company's operations 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 and
taxation. A decline in consumer spending could adversely affect the Company's
net sales and profitability.
ADVERTISING
- -----------
In 1996, the Company increased its investment in advertising and marketing
as a percentage of sales. Besides expanding the number of print ads placed in
major metropolitan newspapers and their Sunday magazines, major news weeklies
and lifestyle and fashion magazines, the Company's ads appeared in various
outdoor venues, such as mass transit posters, exterior bus panels, bus shelters
and gigantic billboards spanning entire buildings. In addition, the Company ran
TV ads for its babyGap concept and TV and radio ads for Old Navy, established a
site on the world-wide web, and ran promotional campaigns for the opening of its
Old Navy and International stores. The Company plans to continue its stronger
investments in advertising and marketing in 1997. There can be no assurances
that these increased investments will result in increased sales or
profitability.
EMPLOYEES
- ---------
On February 1, 1997, the Company had a work force of approximately 66,000
employees. The Company also hires temporary employees during the peak late
summer and holiday seasons. The Company considers its employee relations to be
good.
TRADEMARKS AND SERVICE MARKS
- ----------------------------
The trademarks and service marks for Gap, GapKids, babyGap, Banana Republic
and Old Navy Clothing Co., and certain other trademarks either have been
registered, or have trademark applications pending, with the United States
Patent and Trademark Office and with the registries of many foreign countries.
3
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. Robert J. Fisher is
Executive Vice President and Chief Operating Officer of the Company. Each of
Messrs. Donald G. Fisher, Robert J. Fisher and Drexler is a director of the
Company and the required information with respect to each of them is set forth
in the table located in the Section entitled "Nominees for Election as
Directors" of the 1997 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:
ANNE B. GUST, 39 Senior Vice President - General Counsel
Senior Vice President - General Counsel since April 1994. Vice President -
General Counsel 1993-94; Associate General Counsel and Managing Attorney, 1992-
93; and Associate General Counsel, 1991-92. Joined the Company in 1991.
WARREN R. HASHAGEN, 46 Senior Vice President - Finance and Chief Financial
Officer
Senior Vice President - Finance and Chief Financial Officer since November 1995.
Senior Vice President - Finance, 1992-95. Joined the Company in 1982.
JOHN B. WILSON, 37 Executive Vice President and Chief Administrative
Officer
Executive Vice President and Chief Administrative Officer since October 1996.
Executive Vice President, Finance and Strategy and Chief Financial Officer of
Staples, Inc., 1992-96.
ITEM 2 - PROPERTIES
During fiscal year 1996, the Company opened 203 stores and closed 30. The
newly-opened stores include 62 Gap stores (including 5 stores in the United
Kingdom, 5 stores in Canada, 2 stores in France, 3 stores in Japan and 2 stores
in Germany), 47 GapKids stores (including 7 stores in the United Kingdom, 5
stores in Canada, 3 stores in France, 2 stores in Japan and 2 stores in
Germany), 13 babyGap stores, 18 Banana Republic stores (including 3 stores in
Canada), and 63 Old Navy Clothing Co. stores. In addition, during fiscal year
1996, the Company expanded 42 stores. The expanded stores include 19 Gap stores
(including 2 in the United Kingdom), 13 GapKids stores (including 2 in the
United Kingdom), and 10 Banana Republic stores. The 1,854 stores operating on
February 1, 1997 aggregated approximately 12.6 million square feet. The Company
leases virtually all of its store premises for terms generally ranging from 12
to 15 years. 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 all of the
50 largest metropolitan statistical areas.
During fiscal year 1997, the Company plans to increase store space by
approximately 18%, before taking into account store closings. This increase is
expected to include the opening of at least 275 new stores worldwide and the
expansion of approximately 65 to 75 of the Company's existing stores.
The Company currently leases most of its headquarters and regional office
buildings, as well as its Eastern Distribution Center (EDC) and Kentucky
Distribution Center (KDC). The EDC/KDC in Erlanger, Kentucky together consist
of approximately 1,220,000 square feet. Their lease term runs through February
28, 2003, with options to extend the lease for an additional 30 years. In order
to capitalize on synergies with the nearby EDC/KDC, the Company has entered into
a lease for 19 acres of land and a 320,000 square foot structure for
consolidation/deconsolidation purposes in Hebron, Kentucky.
The Company owns its Canadian Distribution Center (CDC) located in
Brampton, Ontario. It consists of approximately 150,000 square feet. A 215,000
square foot expansion to the CDC is estimated to be completed by June 1997. The
Company also owns its Western Distribution Center (WDC), a 344,000 square-foot
facility located in
4
Ventura, California. The Company also owns an adjacent five acre parcel for
possible future expansion. The Atlantic Distribution Center (ADC), a facility
owned by the Company in Edgewood, Maryland, covers approximately 745,000 square
feet. The Company also owns 156 adjacent acres, portions of which could be used
for potential expansion of the ADC. The Southern Distribution Center (SDC), a
facility owned by the Company in Gallatin, Tennessee, covers approximately
769,000 square feet. The Company also owns its Holland Distribution Center
(HDC), a 127,000 square foot facility located in Roosendaal, the Netherlands, to
serve its European stores and its Japan Distribution Center (JDC), a 30,000
square foot facility located in Funabashi City, Shiba, Japan, to serve its
Japanese stores. Both these facilities are operated by third parties.
The Company also owns and operates a data center located on seven acres of
land in Rocklin, California; it covers approximately 40,000 square feet and
serves as a corporate computer processing center.
In February 1996, the Company exercised an option to purchase a 12-acre
parcel of land for $9,000,000 in San Bruno, California to expand its
headquarters facilities. Construction began in April 1996 for an estimated cost
at completion of $55-60 million. The Company will own the facility, which is
expected to be in operation in late 1997.
ITEM 3 - LEGAL PROCEEDINGS
The Company 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. 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 23 of the 1996 Annual Report to Stockholders filed 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 20 and 21 of the 1996 Annual Report to Stockholders filed 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 22 and 23 of the 1996 Annual Report to Stockholders filed as Exhibit 13
to this Annual Report on Form 10-K.
Safe-Harbor Statement under the Private Securities Litigation Reform Act of
---------------------------------------------------------------------------
1995
- ----
The Management's Discussion and Analysis incorporated by reference herein
as well as other portions of this report and of the 1996 Annual Report to
Stockholders contain a number of forward-looking statements which reflect the
Company's current views with respect to future events and financial performance.
In these reports the words "expect," "plan," "anticipate," "believe" and similar
expressions identify forward-looking statements.
Any such forward-looking statements are subject to risks and uncertainties
that could cause the Company's actual results of operations to differ materially
from historical results or current expectations. Some of these risks already
5
have been discussed under Item 1 of this report; other risks include, without
limitation, ongoing competitive pressures in the apparel industry, a
continuation or exacerbation of the current over-capacity problem affecting the
industry, and/or changes in the level of consumer spending or preferences in
apparel, and 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 remain difficult to predict.
The Company does not undertake 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.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
($000) February 1, 1997 February 3, 1996
---------------- ----------------
Accrued Payroll $47,281 $39,331
The remaining information required by this item is incorporated herein by
reference to pages 24-34 of the 1996 Annual Report to Stockholders filed 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
--------
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 1997 Proxy Statement. See
also Item 1 above.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference
to the Sections entitled "Compensation of Directors," "Executive Compensation"
and "Employment Contracts and Termination of Employment Arrangements" in the
1997 Proxy Statement.
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 1997 Proxy
Statement.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference
to the Sections entitled "Other Reportable Transactions" in the 1997 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
6
or are incorporated herein as indicated.
(1) Financial Statements
--------------------
(i) Independent Auditors' Report. Incorporated by reference to
Page 24 of the 1996 Annual Report to Stockholders filed as
Exhibit 13 to this Annual Report on Form 10-K.
(ii) The consolidated balance sheets as of February 1, 1997 and
February 3, 1996 and the related consolidated statements of
earnings, cash flows, and stockholders' equity and notes
thereto for each of the three fiscal years in the period
ended February 1, 1997 are incorporated by reference to
pages 25-34 of the 1996 Annual Report to Stockholders filed
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.
Individual financial statements of the Company have been omitted since
the Company is primarily an operating Company and the indebtedness of the wholly
owned subsidiaries to any person other than the Company does not exceed five
percent of the total assets.
(3) Exhibits
--------
Incorporated herein by reference is a list of the Exhibits contained
in the Exhibit Index which begins on sequentially numbered page 11 of this
Report.
(4) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed or required to be filed for the last
quarter of the fiscal year.
7
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 15, 1997 By /s/ Millard S. Drexler
----------------------
Millard S. Drexler, Chief Executive Officer
(Principal Executive Officer)
Date: April 15, 1997 By /s/ Warren R. Hashagen
----------------------
Warren R. Hashagen, Senior 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 15, 1997 By /s/ Adrian D. P. Bellamy
------------------------
Adrian D. P. Bellamy, Director
Date: April 15, 1997 By /s/ John G. Bowes
-----------------
John G. Bowes, Director
Date: April 15, 1997 By /s/ Millard S. Drexler
----------------------
Millard S. Drexler, Director
Date: April 15, 1997 By /s/ Donald G. Fisher
--------------------
Donald G. Fisher, Director
Date: April 15, 1997 By /s/ Doris F. Fisher
-------------------
Doris F. Fisher, Director
SIGNATURES (CONT'D)
-------------------
8
Date: April 15, 1997 By /s/ Robert J. Fisher
--------------------
Robert J. Fisher, Director
Date: April 15, 1997 By /s/ Lucie J. Fjeldstad
----------------------
Lucie J. Fjeldstad, Director
Date: April 15, 1997 By /s/ William A. Hasler
---------------------
William A. Hasler, Director
Date: April 15, 1997 By /s/ John M. Lillie
------------------
John M. Lillie, Director
Date: April 15, 1997 By /s/ Charles R. Schwab
---------------------
Charles R. Schwab, Director
Date: April 15, 1997 By /s/ Brooks Walker, Jr.
----------------------
Brooks Walker, Jr., Director
9
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 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.
3.3 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.
10.1 Credit Agreement, dated as of August 1, 1995, among Registrant
and Citicorp USA Inc.; Bank of America National Trust & Savings
Association; National Westminster Bank PLC; Nationsbank of Texas;
The Royal Bank of Canada; Bank of Montreal; Societe Generale; The
Fuji Bank, Limited; U.S. National Bank of Oregon; Morgan Guaranty
Trust Company of New York; The Sumitomo Bank Limited; and
Citibank, N.A., filed as Exhibit 10 to Registrant's Quarterly Report on
Form 10-Q for the period ended October 28, 1995, Commission File No.
1-7562.
10.2 Lease Agreement (Eastern Distribution Center), dated as of
July 6, 1979, between Registrant and Corporate Property
Associates, filed as Exhibit 10.8 to Registrant's Annual
Report on Form 10-K for the year ended February 3, 1980,
Commission File No. 1-7562.
10.3 Amendment to Lease Agreement (Eastern Distribution Center),
dated as of October 10, 1986, filed as Exhibit 10.10 to
Registrant's Annual Report on Form 10-K for the year ended
January 30, 1988, Commission File No. 1-7562.
10.4 Second Amendment to Lease Agreement (Eastern Distribution
Center), dated as of February 16, 1988, filed as Exhibit 10.11
to Registrant's Annual Report on Form 10-K for the year ended
January 30, 1988, Commission File No. 1-7562.
10.5 Lease Agreement (Kentucky Distribution Center), dated as of
February 16, 1988, between Registrant and Corporate Property
Associates 7, filed as Exhibit 10.12 to Registrant's Annual
Report on Form 10-K for the year ended January 30, 1988,
Commission File No. 1-7562.
10.6 Lease Agreement (One Harrison, San Francisco), dated as
of September 1, 1987, between Registrant's wholly-owned
subsidiary, Banana Republic, Inc. ("Banana Republic"),
and JMC Associates Limited Partnership, filed as Exhibit
10.13 to Registrant's Annual Report on Form 10-K for the
year ended January 30, 1988, Commission File No. 1-7562.
10.7 First Amendment to Lease Agreement (One Harrison, San
Francisco), dated as of December 21, 1987, filed as
Exhibit 10.14 to Registrant's Annual report on Form 10-K
for the year ended February 1, 1992, Commission File No.
1-7562.
10.8 Second Amendment to Lease Agreement (One Harrison, San
Francisco), dated as of October 16, 1991, filed as
Exhibit 10.15 to Registrant's Annual report on Form 10-K
for the year ended February 1, 1992, Commission File No.
1-7562.
10.9 Sublease Agreement (One Harrison, San Francisco), dated
as of December 21, 1987, between Registrant's wholly-
owned subsidiary, Banana Republic, Inc. and Hillman
Properties West, Inc., filed as Exhibit 10.14 to
Registrant's Annual Report on Form 10-K for the year
ended January 30, 1988, Commission File No. 1-7562.
10.10 First Amendment to Sublease Agreement (One Harrison, San
Francisco), dated as of December 17, 1990, filed as
Exhibit 10.17 to Registrant's Annual report on Form 10-K
for the year ended February 1, 1992, Commission File No.
1-7562.
10.11 Second Amendment to Sublease Agreement (One Harrison, San
Francisco), dated as of September 30, 1991, filed as
Exhibit 10.18 to Registrant's Annual report on Form 10-K
for the year ended February 1, 1992, Commission File No.
1-7562.
10.12 Third Amendment to Sublease Agreement (One Harrison, San
Francisco), dated as of October 16, 1991, filed as
Exhibit 10.19 to Registrant's Annual report on Form 10-K
for the year ended February 1, 1992, Commission File No.
1-7562.
10.13 Lease Agreement (Two Harrison, San Francisco), dated as
of May 31, 1991, between Registrant and Harrison Plaza,
Ltd., a California limited partnership, filed as Exhibit
10.20 to Registrant's Annual report on Form 10-K for the
year ended February 1, 1992, Commission File No. 1-7562.
10.14 Purchase Agreement (Atlantic Distribution Center), dated
as of April 9, 1990, between Registrant and Greater
arford Industrial Park Partnership, filed as Exhibit
0.13 to Registrant's Annual Report on Form 10-K for the
ear ended February 3, 1990, Commission File No. 1-7562.
10.15 Purchase and Installation Agreement (Materials Handling
Equipment for Atlantic Distribution Center), dated as of
December 18, 1990, between Registrant and Computer Aided
Systems, Inc. filed as Exhibit 10.17 to Registrant's
Annual Report on Form 10-K for the year ended February 2,
1991, Commission File No. 1-7562.
10.16 Construction Agreement (Atlantic Distribution Center),
dated as of July 31, 1990, between Registrant and Robert
A. Kinsley, Inc., filed as Exhibit 10.18 to Registrant's
Annual Report on Form 10-K for the year ended February 2,
1991, Commission File No. 1-7562.
10.17 Purchase Agreement (Rocklin Data Center), dated as of
November 20, 1990, between Registrant and Stanford Ranch,
Inc., filed as Exhibit 10.19 to Registrant's Annual
Report on Form 10-K for the year ended February 2, 1991,
Commission File No. 1-7562.
10.18 Construction Agreement (Rocklin Data Center), dated as of
January 11, 1991, between Registrant and The Austin
Company, filed as Exhibit 10.20 to Registrant's Annual
Report on Form 10-K for the year ended February 2, 1991,
Commission File No. 1-7562.
10.19 Purchase Agreement (Canadair Corporate Jet), dated as of
July 11, 1991, between Registrant and Canadair
Challenger, Inc., a Delaware corporation, filed as
Exhibit 10.26 to Registrant's Annual report on Form 10-K
for the year ended February 1, 1992,
10.20 Construction Agreement, dated as of January 1, 1992,
between Registrant and Fisher Development, Inc., filed as
Exhibit 10.26 to Registrant's Annual Report on Form 10-K
for the year ended January 30, 1993, Commission File No.
1-7562.
10.21 Letter Agreement, dated as of December 17, 1992, amending
the Restated Construction Agreement between Registrant
and Fisher Development, Inc., filed as Exhibit 10.27 to
Registrant's Annual Report on Form 10-K for the year
ended January 30, 1993, Commission File No. 1-7562.
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.22 1981 Stock Option Plan, filed as Exhibit 4.1 to
Registrant's Registration Statement on Form S-8,
Commission File No. 33-54690.
10.23 Form of Nonqualified Stock Option Agreement under
Registrant's 1981 Stock Option Plan, filed as Exhibit 4.2
to Registrant's Registration Statement on Form S-8,
Commission File No. 33-54690.
10.24 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.
10.25 Form of Restricted Stock Agreement under Registrant's
Management Incentive Restricted Stock Plan II, filed as
Exhibit 4.2 to Registrant's Registration Statement on
Form S-8, Commission File No. 33-54686.
10.26 GapShare, filed as Exhibit 4.1 to Registrant's
Registration Statement on Form S-8, Commission File No.
333-00417.
10.27 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.
10.28 Employee Stock Purchase Plan, filed as Exhibit 4.1 to
Registrant's Registration Statement on Form S-8,
Commission File No. 33-56021.
10.29 Amended and Restated Executive Management Incentive Cash
Award Plan, filed as Exhibit B to the Registrant's
definitive proxy statement for its annual meeting of
stockholders held on May 23, 1995, Commission File No.
1-7562.
10.30 Deferred Compensation Plan filed as Exhibit 10.36 to
Registrant's Annual Report on Form 10-K for the year
ended January 29, 1994, Commission File No. 1-7562.
10.31 Executive Capital Accumulation Plan filed as Exhibit 10.36
to Registrant's Annual Report on Form 10-K for the year
ended January 28, 1995, Commission File No. 1-7562.
10.32 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.
10.33 Executive Long-Term Cash Award 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.
10.34 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.
10.35 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.
10.36 Agreement, dated as of October 22, 1985, between
Registrant and Millard S. Drexler, together with an
amendment thereto dated as of November 21, 1985, filed as
Exhibits 19.1 and 19.2, respectively, to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
November 2, 1985, Commission File No. 1-7562.
10.37 Amendment to the Agreement between Registrant, Millard
Drexler and Donald Fisher, dated October 23, 1992, filed
as Exhibit 10.38 to Registrant's Annual Report on Form
10-K for the year ended January 30, 1993, Commission File
No. 1-7562.
10.38 Amended and Restated Restricted Stock Agreement, dated
January 30, 1992, between Registrant and Millard Drexler,
filed as Exhibit 10.39 to Registrant's Annual Report on
Form 10-K for the year ended January 30, 1993, Commission
File No. 1-7562.
10.39 First Amendment to the Amended and Restated Restricted
Stock Agreement, dated October 23, 1992, between
Registrant and Millard Drexler, filed as Exhibit 10.40 to
Registrant's Annual Report on Form 10-K for the year
ended January 30, 1993, Commission File No. 1-7562.
10.40 Restricted Stock Award Agreement, dated April 13, 1992,
between Registrant and Millard Drexler, filed as Exhibit
10.41 to Registrant's Annual Report on Form 10-K for the
year ended January 30, 1993, Commission File No. 1-7562.
10.41 First Amendment to Restricted Stock Award Agreement,
dated October 23, 1992, between Registrant and Millard
Drexler, filed as Exhibit 10.42 to Registrant's Annual
Report on Form 10-K for the year ended January 30, 1993,
Commission File No. 1-7562.
10.42 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.
10.43 Employment Arrangement, dated July 16, 1997, between
Registrant and John B. Wilson.
11 Computation of Earnings per Share.
13 Registrant's annual report to security holders for the fiscal
year ended February 1, 1997.
21 Subsidiaries of Registrant.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.