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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

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

 

Date of Report

(Date of earliest event reported)

 

February 24, 2005

 

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THE GAP, INC.

(Exact name of registrant as specified in its charter)

 

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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)

 

(650) 952-4400

(Registrant’s telephone number, including area code)

 

N/A

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

 

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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):

 

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

 

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

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 2.02. Results of Operations and Financial Condition

 

On February 24, 2005, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s preliminary earnings for the fourth quarter and the year ended January 29, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

 

Item 7.01 Regulation FD Disclosure

 

On February 24, 2005, the Company issued a press release announcing the Company’s preliminary earnings for the fourth quarter and the year ended January 29, 2005, and announcing expected lease-related accounting adjustments. A copy of this press release is attached hereto as Exhibit 99.1.

 

On February 24, 2005, the Company issued a press release announcing an additional $1.5 billion share repurchase program and announcing cash dividend plans. A copy of this press release is attached hereto as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits

 

99.1		Press Release dated February 24, 2005
99.2		Press Release dated February 24, 2005

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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: February 24, 2005		By:		/s/ Byron Pollitt
				Byron Pollitt
				Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release dated February 24, 2005
99.2		Press Release dated February 24, 2005