Gap (GPS)

INSIDER TRADING

As a Gap Inc. employee or director, you are not allowed to trade securities or to tip others to trade securities of Gap Inc. or other companies when you are aware of material information that has not been made available to the public. Material information is any information that could be considered important by a person in deciding whether to trade in a company’s stock. Examples include: information relating to sales, inventory, margins, earnings, significant proposed acquisitions, planned stock splits, proposed changes in dividends and other information that has the potential to affect the stock price of Gap Inc. or another company. As a general rule, if the information makes you think of buying or selling the stock of Gap Inc. or another company, it probably would have the same effect on others and probably is material information.

Once material information has been fully disclosed to the public, you may trade in the Company’s stock. Full public disclosure generally means a widely distributed press release followed by publication in the print media and three or more days for distribution and interpretation of the information. If you are unsure whether information is material or has been released to the public, call Stock Administration in the Legal department to confirm before trading.

Question:

How can I be sure that documents I throw away stay confidential?

Answer:

When you dispose of confidential documents, use a locked disposal bin or shredder, if available. Do not use regular recycling bins for these materials. If you work in a store, dispose of confidential documents in a manner appropriate for your location. Ask your supervisor for guidance. See also “Accuracy of Company Records and Integrity in Reports and Communications” below with respect to document retention requirements.

Question:

I received a call recently from a local charity asking for a list of key Gap Inc. vendors. May I share this information?

Answer:

No. Sharing information about Gap Inc. vendors and business transactions would violate Company policy.

Trading on inside information can have severe consequences. The United States Securities and Exchange Commission and similar agencies are authorized to bring a civil lawsuit against anyone who trades on inside information (or who provides another person with inside information) and also against the Company. Insider trading is also a crime subject to criminal penalties, including jail terms.