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 [Fee Required]
For the fiscal year ended January 28, 1995 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
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 27, 1995 was approximately
$3,521,877,118, 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 27, 1995 was 143,900,233.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held on May 23, 1995 (hereinafter
referred to as the "1995 Proxy Statement") are incorporated into
Parts I and III.
Portions of the Registrant's Annual Report to Stockholders for
the fiscal year ended January 28, 1995 (hereinafter referred to as
the "1994 Annual Report to Stockholders") are incorporated into
Parts II and IV.
PART I
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 trade 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 27, 1995, the Company operated 1,525 stores, including 810
Gap, 330 GapKids, 192 Banana Republic, and 65 Old Navy Clothing Co.
stores (49 of the Gap and GapKids stores are located in the United
Kingdom, 73 are located in Canada and 3 are located in France; 3 of
the Banana Republic stores are located in Canada).
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 most GapKids stores. Banana Republic offers
classic, casual fashions for men and women. Old Navy Clothing Co.
was introduced in 1993 under the name Gap Warehouse and offers
basic and fashion casual clothing for men, women and children at
lower price points.
Recent Developments
1994, the Company's twenty-fifth anniversary year, was one of
record sales and earnings. However, performance in 1994 was stronger
in the first half than in the second half, when compared to the prior
year, and the Company ended fiscal 1994 with comparable store sales
growth of only 1%. The Company is continuing to experience difficult
competitive conditions in 1995; for the first two months of fiscal 1995,
the Company's comparable store sales declined 5%. In addition, over the
past two years the Company has operated at near record levels of
merchandise margin when compared to the same periods of previous years,
making current and future comparisons more challenging. This is especially
true in the first half of fiscal 1995.
Merchandise Inventory, Replenishment and Distribution
The retail apparel specialty business fluctuates according to
changes in customer preferences dictated by fashion 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 vulnerable to
changing fashion trends, particularly when it emphasizes fashion
items versus basics, as it did to some extent in fiscal year 1994.
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 private label
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 may use 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, replenishment inventory is maintained in
the Company's distribution centers in California, Kentucky,
Maryland and Canada and in a distribution center owned and operated
by a third party in the United Kingdom, and then shipped to the
stores.
Store Operations and Expansion
The Company's stores offer a shopper-friendly environment with
a select 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 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 or personal checks or on
credit cards issued by others.
The Company opened 172 new stores and expanded 82 stores
during the 1994 fiscal year; the Company anticipates that it will
open approximately 175 to 200 new stores and expand approximately
50 to 70 stores during the 1995 fiscal year. Over the past five
years, the Company has increased the average size of its new stores
and expanded the size of existing stores. For fiscal year 1994,
the average size of new stores was about 7,200 square feet for Gap,
4,700 square feet for GapKids, 6,200 square feet for Banana
Republic, and 15,400 square feet for Old Navy Clothing Co.
Expanded stores are excluded from comparable store calculations
until they have been open over one year in their new size.
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. In addition, the Company's strategy of expanding
domestically through new concepts (such as Old Navy Clothing Co.)
and new product lines (such as personal care items), and
internationally in countries in which the Company has no, or
limited, operating history could result in reduced profitability if
such expansion is not successful. Currently, the Company is
planning to open 3-6 Gap and GapKids stores in Japan during fiscal
1995.
Suppliers
The Company purchases merchandise from over 1,000 suppliers
located domestically and overseas. No supplier accounted for more
than 5% of the Company's fiscal 1994 purchases. Suppliers are
required to manufacture the Company's private-label merchandise
according to the Company's specifications. During fiscal 1994,
approximately 30% of the Company's merchandise was produced
domestically while the remaining 70% was imported from overseas
vendors. Approximately 18% of foreign dollar purchases were from Hong
Kong, or about 14% of the Company's total merchandise, with the remainder
coming from 46 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 are currently manufactured or any
of the countries in which the Company may manufacture its products
in the future will be subject to future import restrictions by the
U.S. government, including the likelihood, type or effect of any
trade retaliation. For example, recently the United States
government considered imposing various restrictions on the
importation of goods from China. Trade restrictions, including
increased tariffs or quotas, or both, against apparel items could
affect the importation of apparel generally, and, in that event,
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 and restrictions on the transfer of
funds.
Seasonal Business
The Company's business follows a seasonal pattern, peaking
over a total of about 10 weeks during the late summer (August
through early September) and holiday (Thanksgiving through
Christmas) periods. During fiscal year 1994, these periods
accounted for approximately 30% 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
The Company's marketing strategy primarily involves
advertising in major metropolitan newspapers and their Sunday
magazines and in major news weeklies, with smaller amounts of print
advertising in lifestyle and fashion magazines. Other advertising
media include various outdoor venues, such as bus shelters, mass
transit posters, billboards, telephone kiosks and exterior bus
panels, including double-decker London buses.
Employees
On January 28, 1995, the Company had a work force of
approximately 55,000 employees. Additionally, the Company 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 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.
Executive Officers of the Registrant
The Chairman and Chief Executive Officer of the Company is
Donald G. Fisher. Millard S. Drexler is the President and Chief
Operating Officer of the Company and Chief Executive Officer of the
operating divisions. Robert J. Fisher is Executive Vice President
and Chief Financial 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 1995 Proxy Statement and is
incorporated by reference herein. The following are also executive
officers of the Company:
Name Age Position
Patricia DeRosa 42 President, GapKids Division
William S. Fisher 38 President, International Division
Magdalene Gross 46 Executive Vice President - Advertising
Anne B. Gust 37 Senior Vice President - General Counsel
Warren R. Hashagen 44 Senior Vice President - Finance
Richard M. Lyons 38 Executive Vice President, The Gap, Inc.
and President, Gap Division
Ms. DeRosa joined the Company in 1975 and has served as
President, GapKids Division since July 1993. From August 1992 to
July 1993 she was Executive Vice President, Gap Division and from
March 1991 to August 1992 she served as Executive Vice President -
Merchandising, Gap Division. From April 1989 to March 1991 she was
Senior Vice President, General Merchandise Manager, Men's, Gap
Division.
Mr. William S. Fisher joined the Company in 1984 and has
served as President, International Division since July 1993. From
August 1992 to July 1993 he was Executive Vice President,
International Division and from April to August 1992 he served as
Senior Vice President - International, Gap Division in charge of
United Kingdom and Canada operations. He served as Senior Vice
President - International from April 1991 to April 1992 and as Vice
President - International, Canada Operations from December 1989 to
April 1991.
Ms. Gross joined the Company in 1984 and has served as
Executive Vice President - Advertising, Gap Division since April
1992. From 1989 to 1992, she was Senior Vice President -
Advertising.
Ms. Gust joined the Company in 1991 and has served as Senior
Vice President - General Counsel since April 1994. From April 1993
to April 1994 she was Vice President - General Counsel; from June
1992 until April 1993, she was Associate General Counsel and
Managing Attorney and from August 1991 until May 1992 she was
Associate General Counsel. From 1986 until August 1991, she was
associated with the law firm of Brobeck, Phleger & Harrison.
Mr. Hashagen joined the Company in 1982 and has served as
Senior Vice President - Finance since April 1992. From February
1991 to April 1992, he was Senior Vice President - Finance and
Treasurer. He served as Vice President, Treasurer from 1988 to
1991.
Mr. Lyons was promoted to Executive Vice President, The Gap,
Inc. in March 1995, in charge of Gap and GapKids Divisions. He
joined the Company in 1984 and has served as President, Gap
Division since July 1993. From August 1992 to July 1993 he was
Executive Vice President, GapKids Division and from November 1989
to August 1992 he was Senior Vice President - General Merchandise
Manager, GapKids Division.
Item 2 - PROPERTIES
During fiscal year 1994, the Company opened 172 stores and
closed 34. The newly-opened stores include 54 Gap stores
(including 5 stores in the United Kingdom, 8 stores in Canada and
1 store in France), 60 GapKids stores (including 6 stores in the
United Kingdom, 5 stores in Canada and 1 store in France), 12
Banana Republic stores, and 46 Old Navy Clothing Co. stores. In
addition, during fiscal year 1994, the Company expanded 82 stores.
The expanded stores include 48 Gap stores (including 2 stores in
the United Kingdom and 2 stores in Canada), 22 GapKids stores
(including 1 in the United Kingdom and 1 in Canada), 11 Banana
Republic stores and 1 Old Navy Clothing Co. store. The 1,508
stores operating on January 28, 1995 aggregated approximately 9.2
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 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 1995, the Company plans to increase store
space by approximately 20%, after taking into account store
closings. This increase is expected to include the opening of
approximately 175 to 200 new stores worldwide and the expansion of
approximately 50 to 70 of the Company's existing stores.
The Company leases its headquarters and regional office
buildings, as well as its Eastern Distribution Center (EDC). The
EDC in Erlanger, Kentucky consists of approximately 1,220,000
square feet. It distributes Gap, GapKids and Banana Republic
merchandise and its lease term runs through February 28, 2003, with
options to extend the lease for an additional 30 years.
The Company owns its Canadian Distribution Center located in
Brampton, Ontario. It consists of approximately 150,000 square
feet and distributes Gap and GapKids merchandise. The Company also
owns its Western Distribution Center (WDC) located in Ventura,
California. This facility, which is approximately 344,000 square
feet, distributes Gap and GapKids merchandise. 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 and distributes Gap merchandise. The Company also owns 156
additional acres, portions of which could be used for potential
expansion of the ADC.
The Company has entered into negotiations to acquire land in
Gallatin, Tennessee for the purpose of constructing a distribution
center at an estimated total cost of approximately $45-55 million.
If the negotiations are successful, the Company expects the
facility to be in operation by the holiday season of 1996.
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.
The Company continues to explore alternatives for expanding
its headquarters facilities in San Francisco and San Bruno,
California.
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
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 21 of the 1994 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 18 and 19 of the 1994 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 20 and 21 of the 1994 Annual Report to
Stockholders filed as Exhibit 13 to this Annual Report on Form 10-K.
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
($000) January 28, 1995 January 29, 1994
Accrued Payroll $32,624 $27,238
The remaining information required by this item is
incorporated herein by reference to pages 22-32 of the 1994 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 "Compliance with Section 16(a) of the Securities
Exchange Act of 1934" in the 1995 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 1995 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 1995 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 1995 Proxy Statement.
PART IV
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 1994 Annual Report
to Stockholders filed as Exhibit 13 to this
Annual Report on Form 10-K.
(ii) The consolidated balance sheets as of January
28, 1995 and January 29, 1994 and the related
consolidated statements of earnings, cash
flows, and stockholders' equity for each of
the three fiscal years in the period ended
January 28, 1995 are incorporated by reference
to pages 23-32 of the 1994 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 10 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.
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 14, 1995 By /s/ Donald G. Fisher
Donald G. Fisher,
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: April 14, 1995 By /s/ Robert J. Fisher
Robert J. Fisher, 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 14, 1995 By /s/ Adrian D. P. Bellamy
Adrian D. P. Bellamy, Director
Date: April 14, 1995 By /s/ John G. Bowes
John G. Bowes, Director
Date: April 14, 1995 By /s/ Millard S. Drexler
Millard S. Drexler, Director
Date: April 14, 1995 By /s/ Donald G. Fisher
Donald G. Fisher, Director
Date: April 14, 1995 By /s/ Doris F. Fisher
Doris F. Fisher, Director
Date: April 14, 1995 By /s/ Robert J. Fisher
Robert J. Fisher, Director
Date: April 14, 1995 By /s/ Lucie J. Fjeldstad
Lucie J. Fjeldstad, Director
Date: April 14, 1995 By /s/ William A. Hasler
William A. Hasler, Director
Date: April 14, 1995 By /s/ John M. Lillie
John M. Lillie, Director
Date: April 14, 1995 By /s/ Charles R. Schwab
Charles R. Schwab, Director
Date: April 14, 1995 By /s/ Brooks Walker, Jr.
Brooks Walker, Jr., Director
THE GAP, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED JANUARY 28, 1995
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.
10.1 Credit Agreement, dated as of March 2, 1990, among Registrant
and Citibank, N.A.; Bank of America National Trust & Savings
Association; Continental Bank N.A.; National Westminster Bank
PLC; Security Pacific National Bank; Deutsche Bank, AG New
York Branch and Cayman Islands Branch; Harris Trust and
Savings Bank; NCNB National Bank of North Carolina; The Royal
Bank of Canada; Algemene Bank Nederland N.V., Cayman Islands
Branch; The Sumitomo Bank Limited; and Swiss Bank Corporation,
filed as Exhibit 10.6 to Registrant's Annual Report on Form
10-K for the year ended February 3, 1990, Commission File No.
1-7562.
10.2 Amendment to Credit Agreement, dated as of March 4, 1991,
filed as Exhibit 10.7 to Registrant's Annual Report on Form
10-K for the year ended February 2, 1991, Commission File No.
1-7562.
10.3 Second Amendment to Credit Agreement, dated as of September
16, 1992, filed as Exhibit 10.3 to Registrant's Annual Report
on Form 10-K for the year ended January 30, 1993, Commission
File No. 1-7562.
10.4 Third Amendment to Credit Agreement, dated as of January 22,
1993, filed as Exhibit 10.4 to Registrant's Annual Report on
Form 10-K for the year ended January 30, 1993, Commission File
No. 1-7562.
10.5 Fourth Amendment to Credit Agreement, dated as of February 4,
1994, filed as Exhibit 10 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended April 30, 1994, Commission
File No. 1-7562.
10.6 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.
10.7 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.
10.8 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.
10.9 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.
10.10 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.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 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.
10.16 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.
10.17 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.
10.18 Purchase Agreement (Atlantic Distribution Center), dated
as of April 9, 1990, between Registrant and Greater
Harford Industrial Park Partnership, filed as Exhibit
10.13 to Registrant's Annual Report on Form 10-K for the
year ended February 3, 1990, Commission File No. 1-7562.
10.19 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.
10.20 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.
10.21 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.
10.22 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.
10.23 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,
10.24 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.
10.25 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
10.26 1981 Stock Option Plan, filed as Exhibit 4.1 to
Registrant's Registration Statement on Form S-8,
Commission File No. 33-54690.
10.27 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.
10.28 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.
10.29 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.
10.30 GapShare, filed as Exhibit 4.1 to Registrant's
Registration Statement on Form S-8, Commission File No.
33-40505.
10.31 Nonqualified Supplemental Executive Retirement Plan,
effective January 1, 1988, filed as Exhibit 10.29 to
Registrant's Annual Report on Form 10-K for the year
ended February 3, 1990, Commission File No. 1-7562.
10.32 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.
10.33 Employee Stock Purchase Plan, filed as Exhibit 4.1 to
Registrant's Registration Statement on Form S-8,
Commission File No. 33-56021.
10.34 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.
10.35 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.
10.36 Executive Capital Accumulation Plan.
10.37 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.
10.38 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.
10.39 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.
10.40 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.
10.41 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.
10.42 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.
10.43 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.
10.44 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.
10.45 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.
11 Computation of Earnings per Share.
13 Registrant's annual report to security holders for the fiscal
year ended January 28, 1995.
21 Subsidiaries of Registrant.
23 Consent of Deloitte & Touche.
27 Financial Data Schedule