GPS 10-K Annual Report Jan. 29, 2022 | Alphaminr
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GPS 10-K Fiscal year ended Jan. 29, 2022

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GAP INC
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PROXIES
DEF 14A
 		Filed on March 27, 2024
DEF 14A
 		Filed on March 29, 2023
DEF 14A
 		Filed on March 30, 2022
DEF 14A
 		Filed on March 30, 2021
DEF 14A
 		Filed on April 7, 2020
DEF 14A
 		Filed on April 9, 2019
DEF 14A
 		Filed on April 10, 2018
DEF 14A
 		Filed on April 4, 2017
DEF 14A
 		Filed on April 5, 2016
DEF 14A
 		Filed on April 7, 2015
DEF 14A
 		Filed on April 8, 2014
DEF 14A
 		Filed on April 9, 2013
DEF 14A
 		Filed on April 3, 2012
DEF 14A
 		Filed on April 5, 2011
DEF 14A
 		Filed on April 6, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Organization and Summary Of Significant Accounting PoliciesNote 2. Additional Financial Statement InformationNote 3. RevenueNote 4. AcquisitionsNote 5. Goodwill and Other Intangible AssetsNote 6. Debt and Credit FacilitiesNote 7. Fair Value MeasurementsNote 8. Income TaxesNote 9. Derivative Financial InstrumentsNote 10. Common StockNote 11. Share-based CompensationNote 12. LeasesNote 13. Employee Benefit PlansNote 14. Earnings (loss) Per ShareNote 15. Commitments and ContingenciesNote 16. Segment InformationNote 17. DivestituresItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.3 Amended and Restated Bylaws (effective March 23, 2020). 8-K 1-7562 3.1 March 5, 2020 4.1 Indenture, dated as of September 27, 2021, by and among the Registrant, the Guarantors party thereto and U.S. Bank National Association as trustee, registrar and paying agent. 8-K 1-7562 4.1 September 28, 2021 4.2 Form of 3.625% Senior Note due 2029, included as Exhibit A-1 to the Indenture. 8-K 1-7562 4.2 September 28, 2021 4.3 Form of 3.875% Senior Note due 2031, included as Exhibit A-2 to the Indenture. 8-K 1-7562 4.3 September 28, 2021 4.4 Description of Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 10.1 Third Amended and Restated Revolving Credit Agreement dated as of May 7, 2020. 8-K 1-7562 10.1 May 8, 2020 10.2 Amendment No. 1 to Third Amended and Restated Revolving Credit Agreement dated as of July 12, 2021. 10-Q 1-7562 10.2 August 27, 2021 10.3* Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., GE Capital Retail Bank and GE Capital Retail Finance Corporation, dated as of February 28, 2014. 10-Q/A 1-7562 10.1 October 10, 2014 10.4 First Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of January 31, 2015. 10-K 1-7562 10.12 March 23, 2015 10.5* Second Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of May 8, 2015. 10-Q 1-7562 10.1 September 8, 2015 10.6* Third Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of December 15, 2015. 10-K 1-7562 10.16 March 21, 2016 10.7* Fourth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of April 29, 2016. 10-Q 1-7562 10.1 June 3, 2016 10.8* Fifth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of April 7, 2017. 10-Q 1-7562 10.1 June 5, 2017 10.9* Sixth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of May 22, 2018. 10-Q 1-7562 10.2 August 31, 2018 10.10* Seventh Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among the Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of August 26, 2021. 10-Q 1-7562 10.1 November 24, 2021 10.11 Credit Card Program Agreement, dated as of April 8, 2021, by and among the Registrant, Old Navy, LLC, Banana Republic, LLC, Athleta LLC and Barclays Bank Delaware. 10-Q 1-7562 10.4 May 28, 2021 10.12 Executive Management Incentive Compensation Award Plan. DEF 14A 1-7562 App. A April 7, 2015 10.14 Amendment to Executive Deferred Compensation Plan - Freezing of Plan Effective December 31, 2005. 8-K 1-7562 10.1 November 8, 2005 10.15 Amendment to Executive Deferred Compensation Plan - Merging of Plan into the Supplemental Deferred Compensation Plan. 10-K 1-7562 10.29 March 27, 2009 10.16 Amendment to Executive Deferred Compensation Plan - Suspension of Pending Merger into Supplemental Deferred Compensation Plan. 10-K 1-7562 10.30 March 27, 2009 10.17 Amendment to Executive Deferred Compensation Plan - Merging of Plan into the Deferred Compensation Plan. 10-Q 1-7562 10.1 December 8, 2009 10.18 Deferred Compensation Plan, amended and restated effective September 1, 2011. 10-Q 1-7562 10.1 December 7, 2011 10.19 Deferred Compensation Plan, amended and restated effective November 17, 2015. 10-K 1-7562 10.24 March 21, 2016 10.20 Deferred Compensation Plan, amended and restated effective March 24, 2016. 10-Q 1-7562 10.2 June 3, 2016 10.21 Supplemental Deferred Compensation Plan. S-8 333-129986 4.1 November 29, 2005 10.22 First Amendment to Supplemental Deferred Compensation Plan. 10-K 1-7562 10.32 March 27, 2009 10.23 Second Amendment to Supplemental Deferred Compensation Plan - Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan. 10-K 1-7562 10.33 March 27, 2009 10.24 Third Amendment to Supplemental Deferred Compensation Plan - Suspension of Pending Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan. 10-K 1-7562 10.34 March 27, 2009 10.25 Fourth Amendment to Supplemental Deferred Compensation Plan - Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan. 10-Q 1-7562 10.2 December 8, 2009 10.26 2011 Long-Term Incentive Plan. DEF 14A 1-7562 App. A April 5, 2011 10.27 Amended and Restated 2011 Long-Term Incentive Plan (effective February 26, 2014). 8-K 1-7562 10.1 March 6, 2014 10.28 2016 Long-Term Incentive Plan. DEF 14A 1-7562 App. A April 5, 2016 10.29 Amended and Restated 2016 Long-Term Incentive Plan (effective February 22, 2017). 10-K 1-7562 10.30 March 20, 2018 10.30 Amended and Restated 2016 Long Term-Incentive Plan (effective May 21, 2019). DEF 14A 1-7562 App. A April 9, 2019 10.32 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. 10-Q 1-7562 10.8 June 8, 2011 10.33 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. 10-Q 1-7562 10.9 August 31, 2012 10.34 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. 10-K 1-7562 10.72 March 26, 2013 10.35 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. 8-K 1-7562 10.2 March 6, 2014 10.36 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. 8-K 1-7562 10.1 March 6, 2015 10.37 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan. 10-K 1-7562 10.60 March 21, 2016 10.38 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.1 March 9, 2017 10.39 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.1 March 16, 2018 10.40 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.1 March 15, 2019 10.41 2020 Form of Nonqualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.1 March 13, 2020 10.42 2021 Form of Nonqualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.1 March 9, 2021 10.43 2022 Form of Nonqualified Stock Option Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.1 March 11, 2022 10.44 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.3 March 9, 2017 10.45 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.3 March 16, 2018 10.46 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.3 March 15, 2019 10.47 2020 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.3 March 13, 2020 10.48 2021 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.3 March 9, 2021 10.49 2022 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.3 March 11, 2022 10.50 Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan. 10-K 1-7562 10.75 March 21, 2016 10.51 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.2 March 9, 2017 10.52 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.2 March 16, 2018 10.53 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.2 March 15, 2019 10.54 2020 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan 8-K 1-7562 10.2 March 13, 2020 10.55 2021 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.2 March 9, 2021 10.56 2022 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.2 March 11, 2022 10.57 Form of Restricted Stock Unit Award Agreement (Retention Version) under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.4 March 16, 2018 10.58 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan. 10-Q 1-7562 10.10 June 8, 2011 10.59 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.4 March 9, 2017 10.60 2020 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan. 8-K 1-7562 10.4 March 13, 2020 10.61 Agreement with Mark Breitbard dated February 27, 2017 and confirmed on March 2, 2017. 10-Q 1-7562 10.1 August 25, 2017 10.62 Agreement for Post-Termination Benefits with Mark Breitbard dated June 2, 2017. 10-Q 1-7562 10.2 June 5, 2017 10.63 Letter Agreement dated March 9, 2020 by and between Mark Breitbard and the Registrant. 10-K 1-7562 10.57 March 17, 2020 10.64 Amendment, dated November 23, 2020, to the Letter Agreement dated March 9, 2020 by and between Mark Breitbard and the Registrant. 10-Q 1-7562 10.4 November 25, 2020 10.65 Letter Agreement dated October 5, 2020 by and between Nancy Green and the Registrant. 10-Q 1-7562 10.3 November 25, 2020 10.66 Amendment, dated November 20, 2020, to the Letter Agreement dated October 5, 2020 by and between Nancy Green and the Registrant. 10-Q 1-7562 10.6 November 25, 2020 10.67 Agreement with Julie Gruber dated February 1, 2016 and confirmed on February 4, 2016. 10-Q 1-7562 10.3 June 3, 2016 10.68 Agreement for Post-Termination Benefits with Julie Gruber dated June 2, 2017. 10-Q 1-7562 10.5 June 5, 2017 10.69 Letter Agreement dated March 10, 2020 by and between Julie Gruber and the Registrant. 10-K 1-7562 10.64 March 17, 2020 10.70 Amendment, dated November 20, 2020, to the Letter Agreement dated March 10, 2020 by and between Julie Gruber and the Registrant. 10-Q 1-7562 10.7 November 25, 2020 10.71 Agreement with Sonia Syngal dated April 11, 2016 and confirmed on April 11, 2016. 8-K 1-7562 10.1 April 13, 2016 10.72 Agreement for Post-Termination Benefits with Sonia Syngal dated June 2, 2017. 10-Q 1-7562 10.10 June 5, 2017 10.73 Letter Agreement dated March 4, 2020 by and between Sonia Syngal and the Registrant. 8-K 1-7562 10.1 March 5, 2020 10.74 Amendment, dated November 23, 2020, to the Letter Agreement dated March 4, 2020 by and between Sonia Syngal and the Registrant. 10-Q 1-7562 10.10 November 25, 2020 10.75 Letter Agreement dated March 10, 2020 by and between Katrina O'Connell and the Registrant. 10-K 1-7562 10.74 March 17, 2020 10.76 Amendment, dated November 20, 2020, to the Letter Agreement dated March 10, 2020 by and between Katrina OConnell and the Registrant. 10-Q 1-7562 10.8 November 25, 2020 10.77 Letter Agreement dated March 6, 2020 by and between Sheila Peters and the Registrant. 10-Q 1-7562 10.1 November 25, 2020 10.78 Amendment, dated November 20, 2020, to the Letter Agreement dated March 6, 2020 by and between Sheila Peters and the Registrant. 10-Q 1-7562 10.9 November 25, 2020 10.79 Letter Agreement dated November 17, 2020 by and between Asheesh Saksena and the Registrant. 10-K 1-7562 10.82 March 16, 2021 10.80 Letter Agreement dated November 17, 2020 by and between Sandra Stangl and the Registrant. 10-K 1-7562 10.83 March 16, 2021 10.81 Letter Agreement dated March 15, 2021 by and between John Strain and the Registrant. 10.82 Letter Agreement dated November 3, 2021 by and between Mary Beth Laughton and the Registrant. 10.83 Form of Restricted Stock Unit Award Agreement with Bob L. Martin under the 2016 Long-Term Incentive Plan. 10-Q 1-7562 10.9 June 9, 2020 14 Code of Business Conduct. 10-K 1-7562 14 March 26, 2010 21 Subsidiaries of Registrant. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). 32.1 Certification of the Chief Executive Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.