Gap (GPS)

Share Repurchase Program

In February 2008, our Board of Directors authorized $1 billion for share repurchases, of which $750 million was utilized through May 2, 2009. In connection with this authorization, we entered into purchase agreements with individual members of the Fisher family. We expect that approximately $158 million (approximately 16 percent) of the $1 billion share repurchase program will be purchased from the Fisher family members (related party transactions) under these purchase agreements. The shares are purchased at the same weighted-average market price that we pay for share repurchases in the open market. The purchase agreements may be

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terminated upon 15 business days notice by the Company or individual Fisher family members. During the first quarter of fiscal 2009, we repurchased approximately 0.4 million shares for $5 million, including commissions, at an average price per share of $11.34. Approximately 0.1 million of these shares were repurchased for $1 million from the Fisher family. All of the share repurchases were paid for as of May 2, 2009.

Share Repurchase Program

Since the beginning of fiscal 2004, the Company has repurchased approximately 340 million shares for $6.5 billion. In fiscal 2006, the Board of Directors authorized share repurchases of $1.3 billion, which were fully utilized in fiscal 2006 and 2007. In August 2007, the Board of Directors authorized $1.5 billion for share repurchases which was fully utilized in fiscal 2007. In February 2008, our Board of Directors authorized $1 billion for share repurchases, of which $745 million was utilized through January 31, 2009. In connection with the fiscal 2007 and 2008 authorizations, we entered into purchase agreements with individual members of the Fisher family. We expect that approximately $158 million (approximately 16 percent) of the $1 billion share repurchase program will be purchased from Fisher family members (related party transactions) under these purchase agreements. The shares are purchased at the same weighted-average market price that we are paying for share repurchases in the open market. During fiscal 2008, we repurchased approximately 46 million shares for $745 million, including commissions, at an average price per share of $16.36. Approximately 7 million shares were repurchased for $117 million from the Fisher family. All except $40 million of total share repurchases were paid for as of January 31, 2009. Of the $40 million accrual, $21 million was payable to Fisher family members as of January 31, 2009.

During fiscal 2007, we repurchased approximately 89 million shares for $1.7 billion, including commissions, at an average price per share of $19.05. Approximately 13 million shares were repurchased for $249 million from the Fisher family. All of the share repurchases were paid for as of February 2, 2008. In fiscal 2006, we repurchased approximately 58 million shares for $1.1 billion, including commissions, at an average price per share of $17.97.

Share Repurchase Program

Since the beginning of fiscal 2004, the Company has repurchased approximately 340 million shares for $6.5 billion. In fiscal 2006, the Board of Directors authorized share
repurchases of $1.3 billion, which were fully utilized in fiscal 2006 and 2007. In August 2007, the Board of Directors authorized $1.5 billion for share repurchases which was fully utilized in fiscal 2007. In February 2008, our Board of Directors
authorized $1 billion for share repurchases, of which $745 million was utilized through January 31, 2009. In connection with the fiscal 2007 and 2008 authorizations, we entered into purchase agreements with individual members of the Fisher
family. We expect that approximately $158 million (approximately 16 percent) of the $1 billion share repurchase program will be purchased from Fisher family members (related party transactions) under these purchase agreements. The shares are
purchased at the same weighted-average market price that we are paying for share repurchases in the open market. During fiscal 2008, we repurchased approximately 46 million shares for $745 million, including commissions, at an average price per
share of $16.36. Approximately 7 million shares were repurchased for $117 million from the Fisher family. All except $40 million of total share repurchases were paid for as of January 31, 2009. Of the $40 million accrual, $21 million
was payable to Fisher family members as of January 31, 2009.

During fiscal 2007, we repurchased approximately 89 million shares for $1.7 billion, including
commissions, at an average price per share of $19.05. Approximately 13 million shares were repurchased for $249 million from the Fisher family. All of the share repurchases were paid for as of February 2, 2008. In fiscal 2006, we
repurchased approximately 58 million shares for $1.1 billion, including commissions, at an average price per share of $17.97.

Share Repurchase Program

In February 2008, our Board of Directors authorized $1 billion for share repurchases. In connection with this authorization, we entered into purchase agreements with individual members of the Fisher family, related parties of the Company. We expect that approximately $158 million (approximately 16 percent) of the $1 billion share repurchase program will be purchased from Fisher family members under these purchase agreements. The shares will be purchased at the same weighted-average market price that we are paying for share repurchases in the open market. During the thirty-nine weeks ended November 1, 2008, we repurchased approximately 33 million shares for $600 million, of which approximately 5 million shares were repurchased for $94 million from the Fisher family. All of the share repurchases were paid for as of November 1, 2008 except $7 million which was payable to Fisher family members.

Share Repurchase Program

In February 2008, our Board of Directors authorized $1 billion for share repurchases. In connection with this authorization, we entered into purchase agreements with individual members of the Fisher family, related parties of the Company. We expect that approximately $158 million (approximately 16 percent) of the $1 billion share repurchase program will be purchased from Fisher family members under these purchase agreements. The shares will be purchased at the same weighted-average market price that we are paying for share repurchases in the open market. During the first half of fiscal 2008, we repurchased approximately 28 million shares for $500 million, of which approximately 4 million shares were repurchased for $79 million from the Fisher family.

Share Repurchase Program

In February 2008, our Board of Directors authorized $1 billion for share repurchases. In connection with this authorization, we entered into purchase agreements with individual members of the Fisher family, related parties of the Company, whose ownership represented approximately 16 percent of the Company’s outstanding shares at the end of fiscal 2007. We expect that approximately $158 million (approximately 16 percent) of the $1 billion share repurchase program will be purchased from Fisher family members under the agreements. The shares will be purchased each month at the same weighted-average market price that we are paying for share repurchases in the open market. During the first quarter of fiscal 2008, we repurchased approximately 11 million shares for $216 million, of which approximately 2 million shares were repurchased for $34 million from the Fisher family.

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Share Repurchase Program

Share repurchases for fiscal 2007, 2006, and 2005 were as follows:

In August 2007, the Board of Directors authorized $1.5 billion of our share repurchase program which was fully utilized in fiscal 2007. In February 2008, we announced that the Board of Directors had authorized $1 billion for additional share repurchases. In connection with these authorizations, we also entered into purchase agreements

Gap Inc. Form 10-K  53

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with individual members of the Fisher family. During fiscal 2007, approximately 13 million shares were repurchased for $249 million from the Fisher family. All of the share repurchases were paid for as of February 2, 2008. See Note 15 of Notes to Consolidated Financial Statements for further discussion on the purchase agreements with the Fisher family.

Share Repurchase Program

Share repurchases for fiscal 2007, 2006, and 2005 were as follows:

In August 2007, the Board of Directors
authorized $1.5 billion of our share repurchase program which was fully utilized in fiscal 2007. In February 2008, we announced that the Board of Directors had authorized $1 billion for additional share repurchases. In connection with these
authorizations, we also entered into purchase agreements

Gap Inc. Form 10-KSIZE="1">  53

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with individual members of the Fisher family. During fiscal 2007, approximately 13 million shares were repurchased for $249 million from the Fisher family. All of
the share repurchases were paid for as of February 2, 2008. See Note 15 of Notes to Consolidated Financial Statements for further discussion on the purchase agreements with the Fisher family.

Share Repurchase Program

During the first quarter of fiscal year 2007 there were no share repurchases. During the second quarter of fiscal year 2007, we repurchased 11 million shares for approximately $200 million. In August 2007, we announced that our board of directors had authorized an additional $1.5 billion for our ongoing share repurchase program. In connection with this authorization, we entered into purchase agreements with individual members of the Fisher family whose ownership represented approximately 17 percent of the Company’s outstanding shares at the end of the second quarter of fiscal year 2007. Multiple Fisher family members and controlled entities owned approximately 34 percent of our outstanding shares at the end of the second quarter of fiscal year 2007. We expect that approximately $250 million (approximately 17 percent) of the $1.5 billion share repurchase program will be purchased from Fisher family members under the agreements. The shares will be purchased each month at the same weighted average market price that we are paying for share repurchases in the open market. The purchase agreements may be terminated upon 15 business days notice by the Company or individual Fisher family members. During the third quarter of fiscal year 2007, we repurchased 48 million shares for approximately $887 million, of which eight million shares were repurchased for $147 million from the Fisher family.

Share Repurchase Program

In a separate release issued today, the company also announced that its Board of Directors has authorized an additional $1.5 billion for its share repurchase program, effective immediately. The company has completed a $1 billion share repurchase program, repurchasing about 48 million shares in 2004.

Share Repurchase Program

As of January 29, 2005, the company has completed a $1 billion share repurchase program, which repurchased about 48 million shares.