2016 ANNUAL REPORT

1 13/17/17 7:45 PMBOARD OFDIRECTORSD omenico De Sole, 73 (*)Director since 2004. Chairman of Tom FordInternational, a luxury retailer. Former Presidentand Chief Executive Officer of Gucci Group of Sotheby s. Director of NewellRubbermaid, Inc. (Not standing for reelection atthe May 2017 ANNUAL Meeting of Shareholders.)Robert J. Fisher, 62 (+)Non-Executive Chairman. Director since Director of Pisces, Inc., an investmentgroup. Former Interim Chief Executive Officerand executive of the S. Fisher, 59 Director since 2009. Founder and Chief ExecutiveOfficer of Manzanita Capital Limited, a privateequity fund. Former executive of the Gardner, 53 Director since 2015. Principal of Tracy GardnerConsultancy. Former Chief Executive Officer ofdELiA*s Inc., an omni-channel retail companyprimarily marketing to teenage girls.

2 Formerexecutive of the Goldner, 53 (*)Director since 2016. Chairman, President, andChief Executive Officer of Hasbro, Inc. FormerExecutive Vice President and Chief OperatingOfficer of Bandai D. Goren, 56 (^)Director since 2011. Former Chief FinancialOfficer of AMR Corporation and AmericanAirlines, Inc. Director of Lyondell Basell and MassMutual Financial L. Martin, 68 (* +)Director since 2002. Operating Partner of StephensGroup, Inc., a private equity group. Chief ExecutiveOfficer (part-time) of Mcon Management Services,Ltd., a consulting company. Former President andChief Executive Officer of Wal-Mart of Conn s, P. Montoya, 70 (^)Director since 2004. Former executive of The Procter& Gamble Company. Director of The Kroger Peck, 61 Director since 2015.

3 President and ChiefExecutive Officer, Gap A. Shattuck III, 62 (+ ^)Director since 2002. Non-Executive Chairmanof Exelon Corporation, an energy Chairman, Chief Executive Officerand President of Constellation Energy of Capital One Financial Corporationand Holdings, Tsang, 59 (*)Director since 2010. Principal of Max Giant Limited,an investment company. Former Chairperson ofGreater China, Standard Chartered Bank, StandardChartered Bank (Taiwan) Limited, StandardChartered Bank (Hong Kong) Limited. FormerChief Executive Officer of Standard CharteredBank (China) F. FisherHonorary Lifetime Director since 2009. FormerDirector and merchandiser of the company. Co-founder of the company with her husband , who passed away in September PeckDirector, and President and CEO,Gap List-StollEVP and Chief Financial OfficerSonia SyngalPresident and CEO, Old NavyJeff KirwanPresident and CEO, GapNancy GreenPresident and CEO, AthletaJyothi RaoPresident and General Manager, IntermixPaul ChapmanEVP and Chief Information OfficerSebastian DiGrandeEVP, Strategy andChief Customer OfficerJulie GruberEVP, Global General Counsel, CorporateSecretary and Chief Compliance OfficerAbinta MalikEVP and General Manager,Greater ChinaBobbi SiltenEVP, Global Talent and SustainabilityMichael YeeEVP, Global Supply Chain: Sourcingand ProductionShawn CurranEVP, Global Supply Chain.

4 Logisticsand Product OperationsCORPORATEAND SHAREHOLDERINFORMATIONGap Inc. Investor RelationsPlease see the Investors tab Folsom StreetSan Francisco, CA Exchange ListingTrading Symbol GPS / New YorkStock ExchangeAnnual Shareholders MeetingMay 17, 2017, 10:00 Pacific TimeGap Inc. Headquarters2 Folsom StreetSan Francisco, CA 94105 Independent RegisteredPublic Accounting FirmDeloitte & Touche LLPSan Francisco, CARegistrar and Transfer Agent(For registered shareholders)Wells Fargo Bank, Services1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 Beneficial Shareholders(Shares held by your broker in the nameof the brokerage house)Direct questions to your 2017 Earnings Release DatesPlease visit for up-to-dateinformation about earnings release audio of each quarterly earningsconference call can be accessed throughthe Investors page of our website the day of the earningsrelease.

5 Replays are available forapproximately 90 days following the CONSIDERATIONSThe Gap Inc. 2016 ANNUAL REPORT wasprinted by an environmentally sustainableprinter, which utilizes 100 percent renewablewind power and sustainable manufacturingprinciples including: socially responsibleprocurement; green chemistry principles;reduced VOC inks and coatings; recyclingof residual materials; and carbon reductionstrategies supporting forest carbon offsetinitiatives. Printed on FSC -certified Finchpaper supporting responsible forestry.(*) Compensation and Management Development Committee (+) Governance and Sustainability Committee (^) Audit and Finance 23/20/17 4:51 PMUNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, 20549 FORM 10-K(Mark One) ANNUAL REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 28, 2017 Transition REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-7562 THE GAP, INC.

6 (Exact name of registrant as specified in its charter)Delaware 94-1697231(State of Incorporation) ( Employer Identification No.)Two Folsom Street, San Francisco, California 94105(Address of principal executive offices) (Zip code)Registrant s telephone number, including area code: (415) 427-0100 Securities registered pursuant to Section 12(b) of the Act:Common Stock, $ par value The New York Stock Exchange(Title of class) (Name of exchange where registered)Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

7 Yes No Indicate by check mark whether the 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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.

8 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July 29, 2016 was approximately $6 billion based upon the last price reported for such date in the NYSE-Composite number of shares of the registrant s common stock outstanding as of March 14, 2017 was 399,843, Incorporated by ReferencePortions of the registrant s Proxy Statement for the ANNUAL Meeting of Shareholders to be held on May 17, 2017 (hereinafter referred to as the 2017 Proxy Statement ) are incorporated into Part III.

9 Special Note on Forward-Looking StatementsThis ANNUAL REPORT on Form 10-K contains 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, but are not limited to, statements regarding the following: target cash balance and ability to provide for our working capital needs and for unexpected business downturns; the impact of foreign exchange rate fluctuations in fiscal 2017; the impact of store closures and streamlining measures, including annualized savings; the recovery of remaining costs related to the Fishkill distribution center fire; attracting, retaining, and training great talent in our businesses and functions; continuing our investment in customer experience both in stores and online; net store openings in fiscal 2017; the impact of continuing depreciation of certain foreign currencies on gross margin in fiscal 2017.

10 Current cash balances and cash flows being sufficient to support our business operations, including growth initiatives, planned capital expenditures, dividend payments, and repayment of debt; ability to supplement near-term liquidity, if necessary, with our $500 million revolving credit facility or other available market instruments; the impact of the seasonality of our operations; cash spending for purchases of property and equipment in fiscal 2017, including costs related to rebuilding the Fishkill, New York distribution center campus; dividend payments in fiscal 2017; share repurchases in fiscal 2017; the estimates and assumptions we use in our accounting policies; the impact of accounting pronouncements; unrealized gains and losses from designated cash flow hedges; total gross unrecognized tax benefits; the impact of losses due to indemnification obligations; the outcome of proceedings, lawsuits, disputes, and claims; and the impact of changes in internal control over financial these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements.