October 8 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

October 2, 2014

THE GAP, INC.

(Exact name of registrant as specified in its charter)



Delaware	1-7562	94-1697231
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



Two Folsom Street San Francisco, California		94105
(Address of principal executive offices)		(Zip Code)

(415) 427-0100

(Registrant’s telephone number,

including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 8, 2014, The Gap, Inc. (the “Company”) issued a press release announcing the selection of Art Peck as Chief Executive Officer and Robert Fisher as non-executive Chairman of the Board effective February 1, 2015, succeeding Glenn Murphy, the current Chairman of the Board and Chief Executive Officer since July 2007. A copy of this press release is attached hereto as Exhibit 99.1.

On October 2, 2014, Mr. Murphy informed the Company’s Board of Directors (the “Board”) of his retirement as Chairman of the Board, Chief Executive Officer, President, and member of the Board effective January 31, 2015. Mr. Murphy will continue as a Company employee until March 31, 2015 and his equity will continue to vest during that period.

In addition to his appointment as Chief Executive Officer and President, Mr. Peck was appointed to the Board, also effective on February 1, 2015. Until that time, he will continue to serve as President, Growth, Innovation and Digital, the position he has held since November 2012. Prior to that time, Mr. Peck served in a number of positions with the Company: President, Gap North America from February 2011 to November 2012; Executive Vice President of Strategy and Operations from May 2005 to February 2011; President, Gap Inc. Outlet from October 2008 to February 2011; and Acting President, Gap Inc. Outlet from February 2008 to October 2008.

On October 3, 2014, the Company and Mr. Peck executed a letter agreement (the “Agreement”). The Agreement was approved by the Board’s Compensation and Management Development Committee (the “Committee”), which is composed solely of independent directors. The Agreement provides for compensation that is significantly performance-based.

The following description of the Agreement is only a summary and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1.



	Position	Chief Executive Officer.
	Term	At-will employment (no term).
	Salary	$1.3 million annual base salary.
	Annual Bonus	Annual performance-based bonus targeted at 175% of annual base salary, with the potential to earn no bonus or up to 350% of annual base salary depending upon performance.
	Equity	300,000 stock options granted at fair market value on February 1, 2015, vesting 25% per year over four years. Target opportunity of 450% of base salary to earn performance shares under the Company’s Long-Term Growth Program that rewards achievement of Gap Inc. financial objectives over a three-year period beginning in 2015. Depending on results, the actual performance shares, if any, may be higher or lower and can reach a maximum of 300% of target shares. Awards are made in the form of performance shares that are paid in Company stock upon vesting. Payout is subject to certification by the Committee and the provisions of the Company’s 2011 Long-Term Incentive Plan and the award agreement thereunder. Earned shares will vest 50% on the date the Committee certifies attainment and 50% one year from the certification date.
	Benefits	Benefits available to senior executives. Reimbursement of legal fees and expenses up to $25,000 net in connection with negotiating the Agreement.
	Termination/Severance	Upon involuntary termination for reasons other than cause prior to February 13, 2020, the Company will provide, subject to a release of claims, his then-current salary for 18 months, reimbursement for COBRA healthcare continuation, reimbursement for costs to maintain the financial counseling the Company provides to senior executives, a prorated bonus in year of termination if he worked 3 months of the fiscal year and if earned based on actual fiscal results achieved in the year of termination, accelerated vesting (but not settlement) of restricted stock units and performance shares that remain subject only to time vesting conditions scheduled to vest prior to April 1 following the fiscal year of termination, all as described in more detail in the Agreement.
	Recoupment	The Company can require Mr. Peck to repay bonus and equity compensation if the Company is required to restate its financial statements as a result of his misconduct as described in more detail in the Agreement.
	Covenants	Includes confidentiality, non-disparagement, and one-year non-solicitation following termination of employment.

Item 9.01. Financial Statements and Exhibits


10.1	Letter Agreement dated October 3, 2014 by and between Art Peck and the Company

99.1 Press Release dated October 8, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		THE GAP, INC.
		(Registrant)


Date:	October 8, 2014	By:	/s/ M. Banks
			Michelle Banks
			Executive Vice President and General Counsel

EXHIBIT INDEX



Exhibit Number	Description


10.1	Letter Agreement dated October 3, 2014 by and between Art Peck and the Company


99.1	Press Release dated October 8, 2014

Exhibit 10.1

Gap Inc.

2 Folsom Street

San Francisco, CA 94105

October 3, 2014

Art Peck

Dear Art:

This letter is to confirm our offer to you as Chief Executive Officer, Gap Inc. (“the Company” or “Gap Inc.”). You will report directly to the Company’s Board of Directors (the “Board”) and be given such duties, authorities, and responsibilities commensurate with that of chief executive officers of public companies of comparable size and such other duties, responsibilities and authorities, not inconsistent with your position, assigned to you by the Board. All employees of the Company shall report to you or your designee.

Start Date. Your first day as Chief Executive Officer will be February 1, 2015.

Salary. Effective on your Start Date, your annual salary will be $1,300,000, payable every two weeks.

Board Service. The Board appointed you as a Director of the Board effective February 1, 2015 without prejudice to the shareholders’ ability to remove or not re-elect you.

Annual Bonus. You will be eligible for an annual bonus based on achievement of the Company’s financial objectives, subject to the terms and conditions of the Executive Management Incentive Compensation Award Plan or any successor plan. Under the current program, effective on the Start Date, your annual target bonus will be 175% of your base salary. Depending on results, your actual bonus, if any, may be higher or lower and can reach a maximum of 350%. Bonus payments will be prorated based on active time in position, and changes in base salary or incentive target that may occur during the fiscal year. You must be employed by Gap Inc. on the date of payment. The Compensation and Management Development Committee of the Board (“the Committee”) has the right to modify the program at any time. Committee discretion can be used to modify the final award amount.

Stock Options. The Committee approved a stock option grant to you effective on February 1, 2015 (“Date of Grant”) to purchase 300,000 shares of Company common stock, subject to the provisions of the Company’s 2011 Long-Term Incentive Plan and the award agreement thereunder. The option price shall be determined by the fair market value of the stock on the Date of Grant. These options will become vested and exercisable as shown in the schedule below, provided you are employed by Gap Inc. on the vesting date. These options to the extent vested must be exercised within ten years from the date of grant or within three months of your employment termination, whichever is earlier, or you will lose your right to do so.

Option to purchase 75,000 shares vesting one year from Date of Grant.

Option to purchase 75,000 shares vesting two years from Date of Grant.

Option to purchase 75,000 shares vesting three years from Date of Grant.

Option to purchase 75,000 shares vesting four years from Date of Grant.

Long-Term Growth Program. You will be eligible to participate in the Long-Term Growth program that rewards achievement of Gap Inc. financial objectives over a three year period. Under the current program, effective on the Start Date, your target opportunity to earn performance shares will be 450% of your base salary. Depending on results, your actual performance shares, if any, may be higher or lower and can reach a maximum of 300% of target shares. Awards are made in the form of performance shares that are paid in Gap Inc. stock upon vesting. Payout is subject to certification by the Committee and the provisions of the Company’s 2011 Long-Term Incentive Plan and the award agreement thereunder. Earned shares will vest 50% on the date the Committee certifies attainment and 50% one year from the certification date provided you are employed by Gap Inc. on the vesting dates. The Committee has the right to modify

the program at any time. Committee discretion can be used to modify the final share amount. Shares are subject to income tax withholding upon vesting.

Financial Counseling Program. To help you achieve your financial goals, the Company currently offers a financial counseling program through The Ayco Company, L.P., a Goldman Sachs Company. Ayco’s financial counselors have comprehensive information regarding Gap Inc.’s benefit and compensation plan design.

Benefits. You will be eligible to participate in the Company’s employee benefit plans on terms and conditions generally applicable to other senior executives of the Company. Notwithstanding, under the Company’s Gift Matching program, your annual match limit will be $100,000.

Legal Fees. The Company shall reimburse you for all reasonable legal fees and expenses incurred in connection with the negotiation, preparation and execution of this letter not to exceed $25,000 net in the aggregate.

Termination/Severance. In the event that your employment is involuntarily terminated by the Company for reasons other than For Cause (as defined below) prior to February 13, 2020, the Company will provide you the following after your "separation from service" within the meaning of Section 409A of the Internal Revenue Code (the "Separation from Service”), provided you sign a general release of claims in the form requested by the Company and it becomes effective within 45 calendar days after such Separation from Service (such 45^th day, the “Release Deadline”):

(1) Your then current salary, at regular pay cycle intervals, for eighteen months commencing in the first regular pay cycle following the Release Deadline (the “severance period”). Payments will cease if you accept other employment or professional relationship with a competitor of the Company (defined as another company primarily engaged in the apparel design or apparel retail business or any retailer with apparel sales in excess of $500 million annually), or if you breach your remaining obligations to the Company (e.g., your duty to protect confidential information, agreement not to solicit Company employees). Payments will be reduced by any compensation you receive (as received) during the severance period from other employment or professional relationship with a non-competitor.

(2) Through the end of the period in which you are receiving payments under paragraph (1) above, if you properly elect and maintain COBRA coverage, payment of a portion of your COBRA premium in a method as determined by the Company. This payment may be taxable income to you and subject to tax withholding. Notwithstanding the foregoing, the Company’s payment of the monthly COBRA premium shall cease immediately if the Company determines in its discretion that paying such monthly COBRA premium would result in the Company being in violation of, or incurring any fine, penalty, or excise tax under, applicable law (including, without limitation, any penalty imposed for violation of the nondiscrimination requirements under the Patient Protection and Affordable Care Act or guidance issued thereunder).

(3) Through the end of the period in which you are receiving payments under paragraph (1) above, reimbursement for your costs to maintain the same or comparable financial counseling program the Company provides to senior executives in effect at the time of your Separation from Service. The amount of expenses eligible for reimbursement during a calendar year shall not affect the expenses eligible for reimbursement in any other calendar year. Reimbursement shall be made on or before the last day of the calendar year following the calendar year in which the reimbursement is incurred but not later than the end of the second calendar year following the calendar year of your Separation from Service.

(4) Prorated Annual Bonus for the fiscal year in which the termination occurs, on the condition that you have worked at least 3 months of the fiscal year in which you are terminated, based on actual financial results. Such bonus will paid in March of the year following termination at the time Annual Bonuses for the year of termination are paid, but in no event later than the 15th day of the third month following the later of the end of the Company’s taxable year or the end of the calendar year in which such termination occurs.

(5) Accelerated vesting (but not settlement) of restricted stock units (“RSUs”) and performance shares that remain subject only to time vesting conditions (excluding any performance shares that remain subject to performance-based vesting conditions) scheduled to vest prior to April 1 following the fiscal year of termination. Shares of the Company stock in settlement of any vested RSUs and/or performance shares under this section will be delivered on the applicable regularly scheduled vesting dates subject to the terms and conditions of the applicable award agreement including, without limitation, the Internal Revenue Code Section 409A six-month delay language thereunder to the extent necessary to avoid taxation under Section 409A of the Internal Revenue Code.

The payments in (1), (3), (4) and (5) above are, and the payment described in (2) above may be, taxable income to you and are subject to tax withholding. If the aggregate amount that would be payable to you under paragraphs (1), (2), (3)

and (4) above through the date which is six months after your Separation from Service (excluding amounts exempt from Section 409A of the Internal Revenue Code under the short-term deferral rule thereunder or Treas. Reg. Section 1.409A-1(b)(9)(v)) exceeds the limit under Treas. Reg. Section 1.409A-1(b)(9)(iii)(A) and you are a “specified employee” under Treas. Reg. Section 1.409A-1(i) on the date of your Separation from Service, then the excess will be paid to you no earlier than the date which is six months after the date of such separation (or such earlier time permitted under Section 409A(a)(2)(B)(i) of the Internal Revenue Code). This delay will only be imposed to the extent required to avoid the tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Internal Revenue Code. Any delayed payment instead will be made on the first business day following the expiration of the six month period, as applicable (or such earlier time permitted under Section 409A(a)(2)(B)(i) of the Internal Revenue Code). Payments that are not delayed will be paid in accordance with their terms determined without regard to such delay.

For all purposes under this letter, the term “Cause” shall mean any of the following committed by you: (i) willful failure to follow the reasonable and lawful directions of the Board; (ii) conviction of a felony (or a plea of guilty or nolo contendere by you to a felony); (iii) acts of fraud, material dishonesty or misappropriation committed by you against the Company and intended to result in personal enrichment; (iv) willful misconduct by you in the performance of your material duties required by this letter which is likely to materially damage the Company’s financial position or reputation; (v) a material breach of this letter; (vi) your material breach of the Company’s policies and procedures; or (vii) any breach by you of the Company’s Code of Business Conduct. To terminate your employment for “Cause”, the Board must determine in good faith that Cause has occurred, the Company must give you written notice detailing the specific clause of the definition of Cause on which termination is based and the Company must deliver to you a copy of a resolution duly adopted by a majority of the entire Board (excluding you) at a meeting of the Board called and held for such purpose that finds in the good faith opinion of the Board, Cause has occurred and states the basis of that belief. With respect to Sections (i), (v), (vi), and (vii), the Board shall give you 10 business days’ notice of its good faith determination that Cause has occurred and shall give you 10 business days following the end of such notice period during which to cure the applicable failure or breach to the good faith satisfaction of the entire Board (excluding you) at a meeting of the Board called and held for such purpose.

At any time, if you voluntarily resign your employment from Gap Inc. or your employment is terminated For Cause, you will receive no compensation, payment or benefits after your last day of employment. If your employment terminates for any reason, you will not be entitled to any payments, benefits or compensation other than as provided in this letter.

Stock Ownership. Under Company policy, you are required to comply with certain stock ownership requirements as determined by the Board. Under current policy, you are required to own 300,000 shares of Company common stock within five years of the Start Date.

Recoupment Policy. The Company’s recoupment policy will apply to you. Under the current policy, subject to the discretion and approval of the Board, Gap Inc. will, to the extent permitted by governing law, in all appropriate cases as determined by the Board, require reimbursement and/or cancellation of any bonus or other incentive compensation, including stock-based compensation, awarded to an executive officer or other member of the Gap Inc.’s executive leadership team where all of the following factors are present: (a) the award was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement, (b) in the Board’s view, the executive engaged in fraud or intentional misconduct that was a substantial contributing cause to the need for the restatement, and (c) a lower award would have been made to the executive based upon the restated financial results. In each such instance, Gap Inc. will seek to recover the individual executive’s entire annual bonus or award for the relevant period, plus a reasonable rate of interest.

Abide by Gap Inc. Policies/Protection of Gap Inc. Information. You agree to abide by all Gap Inc. policies including, but not limited to, policies contained in the Code of Business Conduct. You also agree to abide by the Confidentiality and Non-Solicitation terms below during and after your employment with Gap Inc.

Insider Trading Policies. You are subject to Gap Inc.'s Securities Law Compliance Manual, which among other things places restrictions on your ability to buy and sell Gap Inc. stock and requires you to pre-clear trades. This position will subject you to the requirements of Section 16 of the United States Securities and Exchange Act of 1934, as amended. If you do not already have a copy of the compliance manual, or have questions about it, you should contact Gap Inc. Global Equity Administration, at (415) 427-8478.

Confidentiality. You acknowledge that you are in a relationship of confidence and trust with Gap Inc. As a result, during your employment with Gap Inc., you will acquire “Confidential Information,” which is information (whether in electronic

or any other format) that people outside Gap Inc. never see, such as unannounced product information or designs, business or strategic plans, financial information and organizational charts, and other materials.

You agree that you will keep the Confidential Information in strictest confidence and trust. You will not, without the prior written consent of Gap Inc.’s General Counsel, directly or indirectly use or disclose to any person or entity any Confidential Information, during or after your employment, except as is necessary in the ordinary course of performing your duties while employed by Gap Inc., or if required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by subpoena, summons or other legal process, provided that prior to such disclosure, Gap Inc. is given reasonable advance notice of such order and an opportunity to object to such disclosure.

You agree that in the event your employment terminates for any reason, you will immediately deliver to Gap Inc. all company property, including all documents, materials or property of any description, or any reproduction of such materials, containing or pertaining to any Confidential Information.

Non-Solicitation of Employees. In order to protect Confidential Information, you agree that so long as you are employed by Gap Inc., and for a period of one year thereafter, you will not directly or indirectly, on behalf of yourself, any other person or entity, solicit, call upon, recruit, or attempt to solicit any of Gap Inc.’s employees or in any way encourage any Gap Inc. employee to leave their employment with Gap Inc. You further agree that you will not directly or indirectly, on behalf of yourself, any other person or entity, interfere or attempt to interfere with Gap Inc.’s relationship with any person who at any time was an employee, consultant, customer or vendor or otherwise has or had a business relationship with Gap Inc.

Non-disparagement. You agree now, and after your employment with the Gap Inc. terminates not to, directly or indirectly, disparage Gap Inc. in any way or to make negative, derogatory or untrue statements about Gap Inc., its business activities, or any of its directors, managers, officers, employees, affiliates, agents or representatives to any person or entity.

Employment Status. You understand that your employment is “at-will”. This means that you do not have a contract of employment for any particular duration or limiting the grounds for your termination in any way. You are free to resign at any time. Similarly, Gap Inc. is free to terminate your employment at any time for any reason. The only way your at-will status can be changed is through a written agreement with Gap Inc.

Please note that except for those agreements or plans referenced in this letter and attachments, this letter contains the entire understanding of the parties with respect to this offer of employment and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) with respect to this offer.

Art, welcome to your new position and congratulations on this latest achievement in your career path at Gap Inc.

Yours sincerely,

/s/ Bob L. Martin

Bob L. Martin

Chairman, Compensation and Management Development Committee

Acknowledged and Agreed on this 3rd day of October, 2014

/s/ Art Peck

Art Peck

Exhibit 99.1 (Oct 8 8-K)

Exhibit 99.1

GAP INC.’S GLENN MURPHY TO PASS REINS TO DIGITAL LEADER ART PECK

AS NEXT CHIEF EXECUTIVE OFFICER

Board names proven company veteran Peck to become CEO in early 2015 as Murphy transitions from the company; Bob Fisher to become Chairman of the Board

SAN FRANCISCO - October 8, 2014 - Gap Inc. today announced that Art Peck, the president of its Growth, Innovation and Digital division, has been selected by the Board of Directors to succeed Glenn Murphy as the company’s next chief executive officer, effective February 1, 2015. Murphy and Peck have worked side-by-side for the better part of a decade as Gap Inc. dramatically improved its financial performance while expanding globally.

Following seven successful years in his role, Murphy made the personal decision to retire from the company at the end of the fiscal year, allowing for a smooth and seamless leadership transition. Since the end of 2007, Gap Inc. has delivered exceptional financial results, with an impressive six-year compounded annual growth rate (CAGR) on earnings per share of 17 percent and a total shareholder return of more than 160 percent. Under Murphy’s stewardship, the company acquired new brands and globalized its business by expanding store locations from about 10 to 50 countries, including China.

“Today, Gap Inc. is a formidable global fashion retailer with a strong foundation in place for long-term growth, therefore making this an appropriate inflection point for me to pass the baton to a leader who will take our portfolio of brands to even greater heights,” Murphy said. “With consumer expectations rapidly evolving, Art is the right leader at the right time to build on our success and ensure a compelling experience for our customers across both our physical and digital channels.”

Peck has delivered significant results for Gap Inc. in a variety of brand, strategy and operational roles since joining the company in 2005. He is currently responsible for creating the company’s omni-channel and digital strategies, and guiding the emerging Athleta, Intermix and Piperlime brands.

The company’s commitment to a robust succession process enabled the Board to evaluate, over time, many impressive internal and external candidates. The Board unanimously agreed that Peck is the ideal leader for the role.

“We are pleased to have an internal leader with Art’s proven track record and management capabilities to chart the path for the company to further compete, win and grow,” said Bobby Martin, lead independent director for Gap Inc.’s Board of Directors. “Art has created substantial value for the company over the past decade, and the Board is confident he will further increase long-term returns for our shareholders. The Murphy era at Gap Inc. will be long remembered for successful global expansion, strategic investments in key growth areas, and the consistent shareholder returns that our management team delivered.”

Among his various roles within the company, Peck led the North American division for Gap brand in 2011 and 2012, overseeing the product resurgence that successfully improved its business results. Previously, as head of the outlet business for Gap and Banana Republic, Peck grew earnings and sales for the divisions and opened outlet stores globally. In his first few years with the company, he led the development of the global strategy that continues to guide the company, and established and launched its first franchise markets.

“I’m honored to be given the opportunity to lead this company with such powerful brands and incredible talent - a combination that sets us apart globally,” Peck said. “Our success will be based upon presenting brand-right, emotional product to our customers, both in stores and online. Building upon the foundation Glenn has established, we will be focused on continuing to execute our strategy to drive long-term shareholder value.”

In his leadership roles, Peck is known for managing and developing people, including many of the creative, store and operational leaders across the company. Prior to joining Gap Inc., he spent more than 20 years at The Boston Consulting Group where he rose to senior partner, with a focus on consumer technology, media and entertainment, consumer products, and retail.

As part of the transition, Bob Fisher, who has a 35-year history with the company founded by his parents, will become non-executive Chairman of the Board, and Peck will join the Board, effective February 1, 2015.

“Art Peck is an inspiring leader who thinks big, brings out the best in people, and understands how retail is changing today,” commented Fisher. “We owe a debt of gratitude to Glenn for his leadership, vision and selfless devotion to the company, and he’s created the path forward for the smooth and seamless transition our shareholders and employees deserve.”

Conference Call

The company will host a conference call with investors and analysts to discuss today’s leadership announcement starting at 1:30 p.m. Pacific Time. Murphy, Peck, Fisher and Chief Financial Officer Sabrina Simmons will participate in the call, hosted by Katrina O’Connell, vice president of Investor Relations. The conference call can be accessed by calling 1-855-5000-GPS or 1-855-500-0477 (participant passcode: 2638501). International callers may dial 913-643-0954.

Forward-Looking Statements

This press release and related investor conference call contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as "expect," "anticipate," "believe," "estimate," "intend," "plan," "project," and similar expressions also identify forward-looking statements. Forward-looking statements include statements regarding increasing long-term returns, driving long-term shareholder value, and the size of the China market for the company.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause the company's actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following:


•	the risk that changes in global economic conditions or consumer spending patterns could adversely impact the company’s results of operations;


•	the highly competitive nature of the company’s business in the United States and internationally;


•	the risk that the company will be unsuccessful in gauging apparel trends and changing consumer preferences;


•	the risk that if the company is unable to manage its inventory effectively, its gross margins will be adversely affected;


•	the risks to the company’s efforts to expand internationally;


•	the risks to the company’s reputation or operations associated with importing merchandise from foreign countries, including failure of the company’s vendors to adhere to its Code of Vendor Conduct;


•	the risk that comparable sales and margins will experience fluctuations;


•	the risk that our investments in omni-channel shopping initiatives may not deliver the results the company anticipate; and


•	the risk that changes in the regulatory or administrative landscape could adversely affect our financial condition, strategies, and results of operations.

Additional information regarding factors that could cause results to differ can be found in the company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014, as well as the company’s subsequent filings with the Securities and Exchange Commission.

These forward-looking statements are based on information as of October 8, 2014. 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.

About Gap Inc.

Gap Inc. is a leading global retailer offering clothing, accessories, and personal care products for men, women, and children under the Gap, Banana Republic, Old Navy, Piperlime, Athleta, and Intermix brands. Fiscal year 2013 net sales were $16.1 billion. Gap Inc. products are available for purchase in more than 90 countries worldwide through about 3,200 company-operated stores, almost 400 franchise stores, and e-commerce sites. For more information, please visit www.gapinc.com.

Investor Relations Contact:

Katrina O’Connell

(415) 427-2832

Investor_relations@gap.com

Media Relations Contact:

Edie Kissko

(415) 427-4173

Press@gap.com