Evan Price - VP of IR Glenn Murphy - Chairman and CEO Sabrina Simmons - EVP and CFO

Lorraine Maikis - Bank of America/Merrill Lynch Michelle Tan - Goldman Sachs Brian Tunick - J.P. Morgan Paul Lejuez - Credit Suisse Kimberly Greenberger - Citigroup Michelle Clark - Morgan Stanley Jeff Black - Barclays Capital [Stacy Peck] - Espy Research Janet Kloppenburg - JJK Research Richard Jaffe - Stifel Nicolaus & Company, Inc.

Good afternoon, ladies and gentlemen. My name is [Kara] and I will be your conference operator today. At this time I would like to welcome everyone to the Gap Inc. fourth quarter 2008 conference call. (Operator Instructions) I would now like to introduce your host, Evan Price, Vice President of Investor Relations.

Good afternoon, everyone. Welcome to Gap Inc.'s fourth quarter 2008 earnings conference call. For those of you participating in the webcast, please turn to Slides 2 and 3. I'd like to remind you that the information made available on this webcast and conference call contains forward-looking statements, including those identified in today's earnings press release, which available on GapInc.com as well as other statements that express our expectations, anticipations, beliefs, estimates, intentions, plans and forecasts. Because 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. Information regarding factors that could cause results to differ can be found in our annual report on Form 10-K for the fiscal year ended February 2, 2008. Investors should also consult our quarterly report on Form 10-Q for the quarter ended November 1, 2008 and today's press release. Future economic and indices trends that could potentially impact net sales and profitability are difficult to predict. These forward-looking statements are based on information as of February 26, 2009 and we assume no obligation to publicly update or revise our forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. This presentation includes non-generally accepted accounting principal measure free cash flow, which under SEC Regulation G we are required to reconcile with GAAP. The reconciliation of this measure to the GAAP financial measure is included in today's earnings press release, which is available on GapInc.com. Joining us on the call today are Chairman and CEO Glenn Murphy and Executive Vice President and CFO Sabrina Simmons. Now I'd like to turn the call over to Glenn.

Thank you, Evan, and good afternoon, everybody. Before I turn it over to Sabrina to take you through the fourth quarter results and the full year results, I just thought I'd start off by making a few comments. First off, we were pleased with our results in 2008. We had a 28% increase in EPS, a 16% increase in net earnings, we had free cash flow of $1 billion, and we strengthened our return on invested capital. And in Q4, which arguably was the toughest quarter in which we operated in, we almost achieved last year's EPS number by almost $0.01 as we did $0.34 against $0.35 the year before. So all in all, we were quite pleased with our results and, to be fair, I think as an organization I'm very proud of not just people in the room with me today but the 150-odd thousand employees that make up Gap Inc. who, through their hard work and their dedication, really made a very good year in a very tough economic environment. As we think about next year and we sort of look forward, we've been talking a lot to our customers as we go to stores and visit and hear what they have to say. We've been looking at economic statistics, like everybody else does, particularly unemployment numbers, and what's clear to us is that, as we try to predict what next year could look like, it looks a little foggy to us and it's not very clear. Even with that said, we don't have any expectations that we will see much improvement, if any, in the next 12 months as we continue to operate in this very volatile environment. As I keep thinking about our business, I thought I'd give you an update just on the three core brands that make up Gap Inc. First off, let me talk about Gap brand. I actually feel pretty good about the Gap brand and the work that [Marc] and her team have done. They've been together now two years, almost to the day, and I just finished spending quite a bit of time with them recently going through their summer product. And I'm actually out on two-day store tour with them next week looking at the spring product in the stores. And I think that the work they've done in bringing the product to actually the aesthetic the Gap is known for and has been established on continues to gain pretty good momentum. And I think we feel good about the response we're getting from our store managers, from our customers. And as I break it down and think of that business by different sub brands, the Kids/Baby business has always been solid, and that team has been together for three years. It's a very solid business and continues to perform well for us. The Body sub brand has been completely re-done in the last six months. That business was taken over by Patrick and his team, and now if you go into our stores you see the beginning of what the Body business could look like going forward. And the Adult business is gaining momentum and we're feeling good about, again, how the team has positioned that properly to what the Gap aesthetic and what the brand position target consumer is. When we think about the Old Navy business, there is some light at the end of the tunnel. And in order for me to explain that to you, I've got to first reference our January business, where we had, by all measures, a very horrific comp number in January. But in fairness to that team, that was driven by last year, when we were on liquidation for all 31 days in January and therefore created such a mountain to climb that in spite of their best efforts they could have never produced a kind of comp result or a kind of performance that we would have been satisfied with. With that said, I think that if you're looking at our store right now there's a much better balance of product between basic, seasonal basic and fashion, which is something that Tom and his team have set out to get done. I think our value message is coming out much clearer than it was six or nine months ago. And internally one of the ways they're thinking about their business and positioning it, it's fun fashion for all. As you enter an Old Navy store today, you would notice, again, from the product through the value messaging, that it is starting to get better. It still has a very long way to go. We are by no way pleased currently, even when you take the January performance out of the picture for a second, we're still not pleased with where the business is today, but we do believe we're taking the right steps for the future. You know, Mark Breitbard, our new Chief Creative and Merchandising Officer, joins us next month and I think he will definitely add a new dimension to that business. Mark has great experience and clearly understands what Old Navy's about and where it needs to get to. And tonight is the launch of a brand new marketing campaign, which is critical to speaking to customers who may have left us in the last couple of years as we've gone back and forth in our market positioning to the consumer. I think the marketing message is clear, it's appropriate for Old Navy, and I think that's actually something we're looking forward to seeing how the responsiveness is from customers and what the performance of the business turns out to be. The Banana Republic business has been disappointing to us of late. We may have mentioned that in the last conference call. They obviously operate in a higher end market, which has been more negatively affected by the other segments of retail. But still we expect people to find ways to navigate their way through these difficult times. Jack and his team are hard at work. They've made some adjustments in their product mix between wear to work, which is one of their key profiles of their brand positioning inside their stores, moving that a little bit more to a casual part of their business. So they're making some adjustments to the assortment. They're working away very hard to try to get that business to at least as we think about Banana Republic as part of our portfolio, how do we get it to take advantage of what's going on right now in the marketplace under an affordable luxury positioning and start changing the course that we've seen over the last number of months. In 2009, as we look at our business and look at the state of affairs that's taking place right now in the marketplace, we feel good about how we're positioned. I think that although conditions are going to be very difficult, as we talked about earlier, we generate strong cash flow, we have almost no debt on our balance sheet, we have almost $2 billion of cash on hand, and even though next year is going to test all companies, including the retail sector that we operate in, in some ways we're a little more battle-tested than most. Before people were forced to take some of the tough decisions that have been taken that we've all been reading about over the last number of months, we were actually taking some of that medicine and making the changes that were necessary inside of our business. Is there more that we have to do on that front? Absolutely, there is more we have to do. But I think we're ahead of the pack and that would allow us to still concentrate on parts of the cost component within the company, whether it's AUC, which has more room to go and we have more opportunity on that front with our average unit cost, or SG&A. Even though we've taken out more than $400 million of SG&A in 2008, we believe there's still opportunity in SG&A. On our distribution and logistics costs, we've got a great team leading that force and we've seen some improvements in 2008, but early indications are they will continue to make progress in 2009, and our rent and occupancy, which through our real estate strategy will bring us some benefits through downsizes, through consolidations. But also when we think about rent and occupancy we think about the fact that we've had to offer more value to our customers in order to get them inside our store and get them to buy our product. Our third-party partners, like our vendors who make our clothes and manufacture for us in 48 countries, have also had to find a way to tighten their belts in order for us to get the best value from them. Other third-party arrangements like marketing companies, etc., people who supply goods to us or have supply arrangements with us have also had to do what they've had to do to bring us more value. And we expect the same from our landlord community. So all in all, the cost part of our business will continue to be a focus. We made some good inroads in 2008; there's more to do in 2009. Two big priorities for us as we move forward is traffic. Traffic or lack thereof has been the Achilles' heel of the company for a number of years. You're going to see us really get a very deep focus on how we use our stores and through product and through marketing. While still being very conscious about the brand equity and the brand positioning of our total business, how do we shift our focus and start to speak to customers and get them to cross the lease line with more frequency and get a bigger share of those customers in malls and in strip centers? More details on that to come, but obviously the marketing campaign that Old Navy is launching tonight is an example of steps we are taking and the investments we're willing to make in order to achieve our goals of improving the traffic inside our business. And lastly, because we are well positioned in our balance sheet and have taken some tough steps over the last 18 months, we are in a position to make some investments in our company. Even though we're going to have quarterly conference calls like this where we give the results of the past quarter, we do believe being custodians of the brand we have to think long term. So long-term investments for us include our store models. Every one of our brands will have a brand new store model in the ground, tested, by the end of Q3. The order of that is going to be Gap is going to be further ahead, followed by Old Navy, followed by our outlet business and then Banana Republic. We're going to continue to open franchise stores in 2009. We're very pleased with our franchise business; we believe there's more opportunity there. We'll continue to make investments in our online business. The acquisition of Athleta has proven to be quite a positive decision for us; the integration is going well. So we'll continue to make appropriate investments online. Then lastly our international business, which has performed better than our domestic business in 2008, also is an area that we will be making targeted strategic investments in the coming year. All in all, when we look at our business we feel good about the platform and the foundation. We know we have more work to do, but we also know as an organization that we have to make some of these investments in order to position the company for the long term. So with that being said, let me hand it over to Sabrina, who will give you the update on Q4 and full year 2008. Sabrina?

Thanks, Glenn. Good afternoon, everyone. I'll begin today by reviewing our full year and fourth quarter results and then provide an overview of outlook for 2009. As a reminder, our 2008 financial strategy was focused on delivering earnings growth through healthy margins and expense management. We're pleased that for the full year we delivered on these goals, especially in one of the most difficult economic climates in decades. And now full year highlights. Merchandise margins improved by 310 basis points, operating expenses were reduced by $478 million, operating margin improved by over 2 points to 10.7%, EPS grew by 28% to $1.34, we generated free cash flow of $981 million, returned about $1 billion to shareholders through dividends and share repurchases, and ended the year with $1.7 billion in cash net of debt. For webcast participants, please turn to Slide 4 for fourth quarter results. Fourth quarter earnings were $243 million, diluted earnings per share were $0.34 and fourth quarter weighted average shares were 706 million. Turning to Slide 5, Sales Performance, fourth quarter total sales were $4.08 billion, down 13% versus last year. Total company comp store sales were down 14% in the quarter. Full year total sales were down 8% to $14.5 billion, and full year comp store sales decreased 12%. Please refer to our earnings press release, which is located on GapInc.com for total sales and comps by division. Turning to Slide 6, Gross Profit, for the quarter merchandise margins improved 80 basis points, offset by 160 basis points of occupancy deleveraging. Gross margin was 34%; gross profit was $1.4 billion. For the year, merchandise margins improved 310 basis points, driven by reductions in average unit cost and better markdown margins. The improvement was offset by 170 basis points from occupancy deleveraging. Gross margin was 37.5%; gross profit was $5.4 billion. Please turn to Slide 7 for operating expenses. Fourth quarter operating expenses were $991 million, down $217 million versus the prior year. Store related expenses like store payroll, packaging and supplies, which tend to vary with sales, were the primary drivers of the decrease. Other drivers were reductions in marketing and lower corporate overhead expenses, primarily in the area of bonus and payroll and benefits. Marketing expenses for the quarter were $138 million, down $11 million versus last year. Full year operating expenses were $3.9 billion, down $478 million versus the prior year. Marketing expenses for the full year were $435 million, down $41 million versus last year. Turning to inventory on Slide 8, we ended the fourth quarter with $1.5 billion in inventory, down 4% versus the prior year. Investigate per square foot was $35, down 6.2% on top of a 15% reduction in 2007. Please turn to Slide 9 for capital expenditures and store count. Full year capital expenditures were $431 million. We opened 101 new stores and closed 119. These figures include 17 repositions, which were reported as both an opening and a closing. Company wide we ended the year with 3,149 stores and square footage was down slightly to last year. Regarding cash flow on Slide 10, we're very pleased with our cash flow generation and the strength of our balance sheet, which provide us with flexibility as well as a solid foundation for navigating these volatile conditions. Full year cash flow, defined as cash from operations less capital expenditures, was an inflow of $981 million. We have virtually no funded debt in our balance sheet and plan to repay the remaining $50 million in four days on March 2nd when it comes due. We ended the fourth quarter with about $1.8 billion in cash. Our strong cash flow generation, along with our healthy cash balance, allows us to continue self-funding our operating needs while maintaining a significant cash reserve. Please refer to today's press release, which is located on GapInc.com for a Reg G reconciliation of free cash flow. With regard to cash distribution, in the fourth quarter we repurchased about 12 million shares for $146 million and for the full year we repurchased about 46 million shares for $745 million. Now I'd like to share with your our approach to 2009. Please turn to Slide 11. We continue to manage the business in a prudent manner, focusing on the levers we can control. That said, given the economic environment and its uncertain impact on consumer spending, we believe there's a much wider than usual range of possible earnings outcomes for the full year. Therefore, we are not providing full year earnings per share guidance for 2009 at this time. However, we remain committed to being transparent about our business so I'd like to share with you our approach to 2009. Our financial priorities remain the same - delivering healthy merchandise margins, maintaining our discipline around cost management, generating free cash flow, and focusing on return on invested capital. I'll now provide additional insight into each of these priorities, first, delivering healthy merchandise margins. Our goal is to deliver healthy margins in the context of these challenging times. The two levers that we can control in this area are managing inventory and reducing our average unit cost. With regard to inventory, as we stated before, we view traffic as a proxy for consumer demand and current traffic trends are an important input for our inventory buying decisions. While realize that buying inventory down makes achieving positive comps unlikely, we intend to continue applying this principle in 2009. We would rather sell less inventory at healthier margins than risk being in the reactive position of having to clear excess units at low margin. Therefore, we expect the percentage change in inventory per square foot at the end of the first quarter to be down in the high single digits on top of the 17% decline last year. The other factor that can support healthy margins is a further reduction in average unit cost. Due to factors like excess vendor capacity, lower commodity prices combined with our size and our financial stability, as Glenn said, we're highly confident we can achieve this goal. Although we're confident about our inventory position and our average unit costing, in this environment average unit retail and therefore merchandise margin will be difficult to predict. Our second priority is cost. In addition to our focus on average unit cost savings, we remain committed to reducing our operating expenses. However, given that we reduced SG&A by nearly half a billion dollars in 2008, the level of savings will be less in 2009. We expect first quarter 2009 operating expenses to be down $10 to $30 million versus Q1 last year. Marketing expenses in the first quarter of this year are expected to be up slightly compared to the $93 million we spent in Q1 last year, driven by investments in our newly acquired business, Athleta. Our third priority is cash. Our target cash balance is about $1.5 billion. Our primary objective in investing our cash is principal preservation and liquidity. Unfortunately, given current market conditions, we expect the yield on our $1.8 billion of cash to be close to zero in the near term. With regard to cash flow, our history demonstrates that we consistently generate significant free cash flow. Since 2005 we've generated over $4 billion in free cash flow despite negative comps. Free cash flow will continue to be an important priority in 2009. Our fourth priority is ROIC. In light of the anticipated earnings headwinds, we're moderating our capital spend for 2009 and expect it to be about $350 million, a decrease of about $80 million over the prior year, driven by fewer new stores. Here's the breakdown - stores, about $230 million, with $60 million for new stores and $170 million for existing stores; IT, about $90 million; headquarters and distribution centers, about $30 million. We expect to open about 50 stores. Roughly half of those are international and the rest are weighted toward our outlet business. We expect to close about 100 stores weighted to Gap brand. And we expect full year net square footage to decrease about 2%. Please turn to Slide 12 for a summary of the guidance I just provided and some additional full year 2009 metrics. Depreciation and amortization, about $550 million for the full year. Effective tax rate, about 39%. Now let's turn to cash distribution. Our philosophy regarding returning excess cash to shareholders remains intact. We are maintaining our annual dividend of $0.34 per share. However, given that our cash balance is more in line with our target of about $1.5 billion, we will likely slow our share repurchase program in 2009, especially in the first half. As a reminder, we're very pleased that since 2004 we have returned about $7.5 billion to shareholders, $6.5 billion in the form of share repurchases and about $1 billion in dividends. In summary, as Glenn said, we are well positioned to navigate this downturn. Our healthy balance sheet and ability to generate significant free cash flow are true advantages that allow our globally recognized brands to compete effectively this year as we move forward with our strategic initiatives. Thank you and now I'll turn it over to Evan.

That concludes our prepared remarks. We will now open up the call to questions. We'd appreciate limiting your questions to one per person.

(Operator Instructions) Your first question comes from Lorraine Maikis - Bank of America/Merrill Lynch. Lorraine Maikis - Bank of America/Merrill Lynch: I saw that you're planning to open a number of stores in addition to closing some. Can you just talk about why in this environment you're taking the step to open new stores and just give us an idea maybe of the performance of the outlet, if that's what's driving those openings?

I would say it's two ways, Lorraine. One is, as I mentioned in my remarks, that we believe in our international business, namely the corporate international business we control in the U.K., the Republic of Ireland, France and Japan, we still have some opportunities to open some stores. One of those is that Banana Republic really just has one store currently and it's at Regent Street in London, so we see some opportunities for Banana Republic in the U.K. In Japan as we go forward there's also some Banana Republic opportunities. They're more store in store opportunities in department stores. And after that, really, it's an outlet play. Some outlet opportunities in North America, mostly in Canada, where we only have two outlet stores right now, and in Japan, where we only have 10 - 10 in the U.K. - where we have less than 10. So the math, I think, that Sabrina and I did last night is about 75% of that number you heard her quote, that 50 new stores, is split between international and outlets. Lorraine Maikis - Bank of America/Merrill Lynch: And then could you give us an update on your real estate initiatives on how the discussions with the landlords are going about closing or consolidating stores?

You know, I think when it comes to the store closures, those are always conversations we've had. And as leases expire and they get terminated, then we have a chance to close stores to a combination of relocations. Pure closures, we're looking at about 100 stores in 2009 that we're going to be dealing with, and that's just the normal course of business. That's about 3% of our fleet. We've had those conversations on a much larger scale in terms of closures over the last five or six years. In terms of our ability to reposition locations, I think that they recognize we are trying to consolidate stores where that makes sense. This is mostly Kids and Baby locations and the Gap locations and create a combo store, as we call it here, but also downsizes of Old Navies. The environment, we'll always know. If things are buoyant, there's always going to be some different kinds of conversations and negotiations. When times are a little rougher like they are right now, I think that there's no such thing as the perfect time to have these conversations, but I think our landlords understand our strategy, which is first and foremost important. We've been clear with them - we've been working on this for the last six months, so we provided clarity to them, which is important also - and we've been having good two-way dialogues with them. But at the end of the day our strategy is our strategy and it needs to be executed.

Your next question comes from Michelle Tan - Goldman Sachs. Michelle Tan - Goldman Sachs: I was wondering if you could give us a little more color on how you plan to emphasize the value message at Old Navy and how that might be changing versus what you did for holiday. And then also a question on how the timing would play out on seeing some of that unit cost benefit from deflation, quota restrictions easing into next year. Is it heavier in the second half or are you already seeing that benefit in the first quarter?

On the Old Navy campaign, I think our Christmas holiday campaign was a little more value based. It was a little more like Old Navy when we think of its personality. But that was a bridge. It was done with our agency that we've been working with for a few years, and we changed as everybody on the phone knows - we changed the target consumer, we got a little more focused on what Old Navy brand really stands for, which is, as I mentioned earlier, fun fashion for all - a combination of family, fun, and value. And when you put those together, I think we moved fairly quickly to change the marketing vehicle we had over the holiday. This campaign which is starting tonight which is with a new agency is a complete departure than what you saw over the holiday. And I think it plays to everything that Old Navy's about. If we were one-dimensional only then we would have a pure price campaign. If we thought our business was only about family, then it'd be 100% focused on it. Or if it was all about what I think brings Old Navy together, which is this fun component, the personality and the soul of the brand, I think our new agency working with Tom White and his team have really struck the right balance between the three of those. There's no question in this environment we would also have a value message. At the core that's what Old Navy's all about. But I think in this environment, we've managed for this campaign. And it's not just television; it's through the new circular that comes out on Sunday, how we'll position our message online, what we're doing through viral communication. So it's really a fully integrated marketing and communication campaign that's been worked on for the last three or four months. We felt, as we've talked before, if the product started to be right directionally, which Old Navy's is, if we started to make the right steps in executing at store level the way we should, if we got the right marketing message that we would consider going and spending the money. In this case here the last component of that is the consumer's willingness to accept the message, and I think when you talk about a value player like Old Navy, we couldn't think of a better time to actually go out and reposition the brand under those three pillars of what makes up the brand's personality.

And then, Michelle, real quick on AUC, we definitely have opportunity in the first and second quarter. We have yet to place orders in the back half, but we think the opportunity is just as great if not greater in the second half.

Your next question comes from Brian Tunick - J.P. Morgan. Brian Tunick - J.P. Morgan: I think, Glenn, at the analyst's day you mentioned that you were already testing or were about to test some of the Old Navy new prototype locations, so we were just sort of curious how that was trending. Does what you said to the last question tie into the fact that in this macro slowdown and most of us would assume that Old Navy would actually be picking up customers and obviously we haven't seen that yet - does that sort of fit into your thoughts here?

I think it does, Brian. I think I'll take the second part first. We are not obviously pleased that given the change in the consumer sentiment that started to show itself in 2008, but obviously really impacted us severely in October, that Old Navy was still working through its product mix challenges and its reposition because this is, you know, we'd rather not be operating in this environment, to be quite frank with you, but seeing as how we can't control that - that is the environment which we have - Old Navy serves a number of different purposes, but one it serves is when consumer sentiment does turn down its job, on top of our portfolio brand, is to go out and fight on behalf of the company. So yes, I think that we think that that brand is well positioned. I think that Tom has put the necessary steps in place. It's still not to his satisfaction or mine, but it is much better than it was and I think we decided this is the right time to go out and put the marketing campaign and have Old Navy take its rightful position within our portfolio brands, which is when the consumer is a little down and more value conscious, it's Old Navy's turn to gain a bigger share of wallet. In terms of the stores, we've done two in California. I would characterize them as about 50% to 60% right, but anytime you put a new model in place and try to reposition your business, that's probably an average score. We have three more going in the ground between the end of April and the middle of May, and I think those will be probably 75% or 80% complete. So we're watching, we're learning, big discussions with customers, looking at all our metrics, including traffic, as I mentioned, which is a key metric going forward, and so far we're pleased with the results we're seeing.

Your next question comes from Paul Lejuez - Credit Suisse. Paul Lejuez - Credit Suisse: A question on expenses. I'm just wondering if this down $10 to $30 million that we're expecting in the first quarter, if that's indicative of what we should expect in the following quarters? Is there anything unusual happening in the first quarter that's preventing more expense dollar savings? And then second, I just wanted to see what your thoughts are on the size of the Banana Republic fleet. You alluded to some increasing challenges there. I'm just wondering with 500 plus stores and their price point, does this environment maybe say to you guys that you should think about pulling back on some of the U.S. Banana Republic stores and close some stores?

I'll take the first part of the question, Paul. With regard to Q1, I guess I would start by just emphasizing that we wouldn't recommend extrapolating savings in any one quarter out to any other quarters because there's just differences that we'll try and point out when we get there and there's seasonality, etc. But with regard to Q1 in particular, I'll start by reminding that we are now beginning to anniversary deep savings that we garnered last year. So if you'll recall in Q1 of '08 we actually saved over $90 million in the first quarter. So that's what we're beginning to anniversary. And as Glenn said, we are making important investments in our business, so we feel committed to the Old Navy marketing campaign. We want to drive traffic. But at the same time we're balancing that against being really disciplined with our core expenses, our HQ expenses. And as you can see, we are still bringing expenses down overall. The other areas of focus that don't just show up on that SG&A line, as Glenn mentioned, include, of course, the continuation of AUC. Also savings in the areas of other non-merchandise procurement, logistics, and rent and occupancy.

And as far as Banana Republic goes, there's about 450 stores in North America. If we felt the model no longer had customer appeal or the segment in which it was operating, which is affordable luxury, was being squeezed out, would we be sitting back fundamentally looking at its economic model and wondering whether we should have less stores? I think the answer is yes. I think what we're going through right now, as I said earlier, we're disappointed. I do believe that the team is working on it. I believe this 30-year-old brand is still relevant, can still perform. It fits nicely within our portfolio. It's unfortunate that we have to go down a little bit and do some rework on it. It's not severe. Retail's retail - every now and then you have to make some adjustments and we're willing to make them, the team's committed to getting it done. If there's stores inside of the 450 that don't perform, don't fit our strategy, which we've completed six months, will we consider closing some of the 450? Yes. But to get to the level you talked about, Paul, that's not our plans for the future.

Your next question comes from Kimberly Greenberger - Citigroup. Kimberly Greenberger - Citigroup: Glenn, at the very beginning of the call you talked about the focus on driving traffic here in 2009, and I'm wondering if you can just share with us some of the ideas you have, either by brand or otherwise, on exactly how you guys plan to go about getting more traffic into the stores?

I think it's a good question. First of all, we don't have it all figured out. We've been starting to get focused this fall when I think it became clear to us that we could be a purist and we can put phenomenonal product out and push our design team and merchandising team and run great stores and do promotions when it's needed to move through inventory, or we can look at our business in a very honest way. And we've been studying it, particularly people who are new to the business, and looked to the last five years. And I think we've certainly not been a company that's gone out proactively and I would say, in some brands, to different levels, obviously with Old Navy being the first, I'd use the word aggressively gone after and spoken to customers and tried to get them inside the four walls of the store. Then it's the job of the store to convert them and obviously the quality of the product, being brand appropriate, and the work of the people who work in our stores, that's what they own in terms of conversion. But I would say our marketing, when we look at it, we've got to shift our mix. So does that mean that brand building marketing? You can take some examples, whether it's billboards, magazine advertising, other means we've used before, shifting some of that marketing, put a little bit more in store into the windows, put a little bit more into marketing vehicles that actually will get people to react positively and come into our stores, do more things that we actually buy into and plan. Because what I don't want us to be is I don't want us to be a company that is based on - our promotions are based on moving through inventory as opposed to driving in traffic. And to be completely fair to our company, I would think the last number of years anything we did promotional was based on moving through our inventory. I would like to think that going forward in 2009 any investment we make in our gross margin, anything we do in terms of that bucket is going to be based on trying to drive in traffic. And once we get the traffic in the door, let the stores and the product do the job of moving through the inventory. So it's a bit of a shift for us. It's taken a bit of time to make sure the right people are in place, the right accountability, the right metrics. It's how we're going to measure ourselves in a large way next year is are we able to get - one, recapture a lot of lost customers we've had before, but also bring in new customers. And we believe that some of the work we did this holiday season to test some of those concepts gave us the confidence to speak today on the conference call and tell you about something we believe very strongly in. And I think time will tell; time will be the judge of our success. But we know this is the right thing to do. Kimberly Greenberger - Citigroup: Glenn, any idea on the timing as to when we might see some of those new initiatives take hold?

I think tonight you'll see the beginning of it with Old Navy for sure in terms of its campaign and its communication, and it's much broader than the television. I'd say that television is the kickoff of a multi-dimensional program and campaign and integrated communication over the next number of months to speak to Old Navy's target customer and to get people inside of those stores. But I would say, Kimberly, if you walked our stores, I would say end of this month you'll see all of the brands starting to, while still be very brand appropriate, which is critical to all of us, critical to the brand presidents, while still being very brand appropriate be much more proactive in how we try to convince customers to cross the lease line and these are the brands that they should be walking into. And then, again, it's up to the stores, the signage, the marketing and the selling skills of our team to make sure we can convert people inside the store or in the fitting room.

Your next question comes from Michelle Clark - Morgan Stanley. Michelle Clark - Morgan Stanley: First question, we're hoping that you could give us inventory positions by division. And then secondly, update us on localization initiatives in your stores and how much more opportunity there is there to drive an improvement in the merchandise margin rate.

I'll start with the first part. We actually don't break it out by division, but I'll tell you overall directionally our principle in buying inventory for all our divisions is the same, so we anchor our inventory buys on current traffic. That's one of the most important inputs to our inventory buys. And we report traffic to you guys every month, so it's no surprise that to varying levels we've been experiencing negative traffic. So all of our divisions are going to be buying their inventories tightly. It's just a matter of degree how far down.

And on the localization, I'm sure, I mean, Kimberly was asking the right question on traffic, it was a top priority, and localization is also on our list of eight or 10 priorities we have for this year. We may have mentioned, I'm not sure, in a past conference call that we invested heavily on a new inventory system which was pioneered by Old Navy and is now being used fully by them in all their categories and will be taken up by Banana Republic, Gap and our outlet business throughout 2009. One of the benefits of this strategic inventory management system we put into place is our ability to really do some work we've never done before. Today we assort by size of store, which to somebody who comes from a different retail sector is to say, to be fair, surprising. We actually want to assort based on what consumer expectations and demand is going to be, and this new system will allow us actually to be much more localized, to look at the assortment in a much more different way, whether that's on women's or men's or kids or baby or temperature related or average household income, and it will allow us to do that work. I was recently in a meeting when the Banana Republic team was here representing all their stores, looking at all their options, and basically rebuilding the assortment of the store from the ground up, and that'll take place in their business in the fall. So there's been quite a bit of focus and I think that comes with us as a business culturally thinking of customers first. Not that we never thought about customers before, but I think with the heightened level of focus on customers we are going to assort our stores. To use Banana Republic as an example, we can't do 450 different assortments; that would be chaos for us. But we can certainly break it down in a much deeper way and a much more fragmented way than we do today, which could be three or four different assortments. So that work is under way. I think Banana Republic, Gap, Old Navy, and outlet will enjoy the benefit of that throughout the year. But we are big believers that we should have been doing this a long time ago. Our customers have certainly demanded it. We now have the technology that we made the investment to allow us to do it very easily, and I think it's going to be something we're going to get some benefit in the future.

Your next question comes from Jeff Black - Barclays Capital. Jeff Black - Barclays Capital: So, Glenn, I hear you on the traffic. I hear you on conversion. But do you think this spring is the kind of product that justifies the kind of spending you're going to do for marketing? I mean, how comfortable do we feel like we finally have product out there that's going to sell and do all the things you want it to do on comp?

If you're talking about Old Navy, I would say that we have a good enough comfort level to justify the marketing that we're putting in place. But yes, I mean, I think that if part of the undercurrent of your question is do we think this is the end result of the product we're going to have in terms of its brand appropriateness, its styling, its fashionability, it's final value position, no, I think Tom and Mark Breitbard are going to join us. They're going to continue to work that product over. It needs to get better. But we feel that it's made a fairly significant leap forward, and I think the March product you're going to see is going to be coming into our stores a little bit this week and fully next week, and when we look at the February product in there right now but, more importantly, the March product that's coming, yes, obviously we feel confident enough in it to spend the money on marketing. Now we also don't think the marketing is a one-weekend event. It's not like, as we've done a few times before at Old Navy, run a one day only special to try to get a whole bunch of traffic to come in on a Saturday. I think we felt as we look at when the marketing will start to get traction, to start it on February 26th and to have it run in parallel course with our product improving. And this is, you know, the beginning of I would say a long sustained campaign. So the answer to your question is yes. We certainly don't want to be irresponsible. We've mentioned before on conference calls we think the product is improving, the store presentation, execution is improving, and we get the right marketing message that we will take those three and test it and decide whether to spend the money. And obviously in order for us to do this starting tonight, all three of those tests were passed, but I want to make sure I'm crystal clear - we know the product at Old Navy needs to continuously get better. So it's not where we want to end up, but it's in a position we feel comfortable enough to spend this money. Jeff Black - Barclays Capital: And then, Glenn, just a quick follow on the costs overall. As we get through the year do we look at operating expenses that are higher or lower given marketing spend and these other investments that you're talking about? I know we're a little lower for Q1, but where do we end the year?

We haven't guided to full year SG&A, Jeff. And as you know, about 50% of our operating expense structure is store related, and a big chunk of that varies with sales. So it really depends where the view ends on sales on that store related piece of where the expenses goes. On the non-store related expenses, we are absolutely committed to tightly managing those and, where appropriate, decreasing those. And I think we've built some credibility in that area during 2008 and we're going to continue on that path. Then there is the other bucket that is marketing. And as we've been talking about, we are committed to driving traffic and using marketing as one vehicle to do that so long as we feel like we're getting a return. So we will be monitoring that closely, including this campaign that's running in Q1, to determine how much we will continue investing in marketing as the year goes on.

Your next question comes from [Stacy Peck] - Espy Research. Stacy Peck - Espy Research: Just to follow on that and then I have another question. Just on the SG&A, so if we were to assume that sales kind of stay as they are, i.e., it doesn't get a whole heck of a lot better, is the level of SG&A reduction you're achieving in Q1 the same type of reduction you would be able to achieve for the year, again assuming that sales kind of stay as is? And then my second real question is Glenn, you talked about being pleased with the Gap brand and I guess, not to be rude or anything, but I'm puzzled a little bit because the comps at Gap brand have been just about as bad as Old Navy and Banana, so I'm wondering what statistics you're encouraged by? Like what are you seeing that I'm not seeing? And on the Old Navy, how much testing did you do on this marketing? How confident do you feel it's really going to reinvigorate the brand? How did you test it, and do you think it will drive the traffic?

Stacy, I'll try and break it down again to try and be helpful. On the store-related sales, we are going to do our very best not to deleverage store payroll, store other expense. We've been successful in 2008. Honestly, it gets harder because the fixed piece will become larger relative to the variable piece as sales have come down, but that is absolutely our objective, to continue to manage those expenses so they stay in line with sales. Marketing, as I said, it will depend on the success of these campaigns how much we want to continue to invest. And we'll try and be helpful each quarter directionally about where our head's at and how we've evaluated that spend. With the non-marketing and non-store, we will manage that tightly and down.

And on the other two questions, on Gap, one of the things we've been doing is we've been looking at our business on a number of different dimensions. One, we looked to Canada, where the economy is nowhere near as challenged as it is here in the U.S., but the product is identical. This is not the only measurement of how we're measuring our business. And no question, from a comp perspective, we look at our business and we know we have a ways to go in order for me to put a fact-based number behind what I said earlier. I think that we're looking at it from a total product and how it's on brand and where we see the momentum building with the team that's in place. But when we go to Canada and look at a market that has not been as severely affected, we are actually very impressed, comparatively speaking, to the U.S. about how that business is doing and how that product is resonating. And I could make that case a little bit in the U.K. and a little bit in Japan also, where the product is 70% or 75% the same except for some localization on fit in a few selected categories that are right for those markets. So there are three or four other tests we would put into place in order for me to come forward today - and we do it internally, too - and say look, does Gap still have more innovation, more creativity, more incubation work they need to make sure that they're hitting their stride and getting people to come in and see that brand the way we want it to be seen? And they always have more work to do. I think the best brand in the world has more work to do. But I think we have a very good foundation that's established and I think the fact that the team's been there for two years I'm starting to see the product not only being designed, merchandised, but being presented in a store in a way that we are starting to feel quite comfortable with them. And then you have these other metrics I referred to that we look at. In terms of Old Navy, definitely did testing. I believe in it, but I believe more in us understanding the brand and making sure we feel very comfortable that this marketing campaign is appropriate for the brand. But yes, the agency we used, which is Crispin, did some very strong testing. It resonated very well. It's one data point. What matters to me is not, again, Day 1 when the campaign hits but over a sustained period of time as we continue to get the messaging out, using this marketing vehicle to talk about what makes Old Navy special fun, fashion and family - that we will be able to see some improvements in its recent comp trend. So good testing, good results, and we'll get a pretty good read over the next, I'd say, 30, 60, 90 days.

Your next question comes from Janet Kloppenburg - JJK Research. Janet Kloppenburg - JJK Research: A couple of questions, first on the inventory, Sabrina and Glenn. Are you comfortable with your inventory? I mean, I wish I could project that your comps were down 6%, but my guess is that they're down more than that. And generally you've been keeping your inventories very much in line with your sales trends. And if they're going to be down high single digits at the end of the first quarter I'm wondering if that's some sort of indication about how we should be thinking about top line going forward? And then, Glenn, I wanted to ask you a question about Old Navy and the marketing decision. Generally we see a marketing program reinstituted after the product has been proven and if you feel that Gap's product is doing so well and is much more on solid ground, I was wondering why you made the decision to invest in Old Navy when it might be early as opposed to Gap, where there's been a solid team in place for two years and you've seen some measurable success.

I'll start with the inventory, Janet. We are very comfortable with our inventory. Inventory is obviously a very key lever in our business, and all of our inventory buy decisions are taken after a lot of thoughtfulness of the team's work in part and our view of what's happening with our business. I'll tell you, you know, we anchor our buys on our current traffic because we view that as a proxy for customer demand. And more or less that has served us well. The other really important metric that we monitor when we think of our inventory buys are obviously our inventory turn. So, again, signs that we'd want to either buy up would be that our turns were speeding up a lot or signs that we're buying too much ahead of demand would be our turns slowing down. So at this point we feel really comfortable because turns are holding fairly steady, a little better in some places, but holding fairly steady. The other important metric is cost sales at reg because we definitely want to walk that tightrope where we're giving our customers an opportunity, especially in a recessionary environment, to buy value oriented, to offer promos, but we don't want to start to deteriorate too much our cost sales at reg, so that's an important metric. And then finally markdown margins we watch because certainly if we're carrying too much inventory that's where we have seen historically that your margins really get whacked. And so far like what we've seen in 2008 is our markdown margins were actually one of the levers that really enabled us to deliver these healthy merchandise margins, so we're comfortable. Janet Kloppenburg - JJK Research: Sabrina, what do you mean by that, that the margin you made on markdown was a healthy one therefore it's not so bad to have some markdowns around?

Yes, well, certainly in retail it's not bad to have some markdowns around. What's important is that we balance our cost sales at reg, which we also want to be healthy, right? We want to do a healthy amount at regular price, but when we do go to markdown we want to make sure our markdown margins are healthy. And in 2008 they grew, they were healthy and they were a driver to our year-over-year improvement in merchandise margin.

And why Old Navy over Gap? I think a couple things, one we stated earlier. Assuming that we're going to be in the value pressure we're under right now from the consumer for a minimum of the next 12 months, we believe - and we've not been happy with the fact that, as I mentioned earlier, the one brand that we have, that and our outlet business, that should be called upon during these times to go out and compete on behalf of the company, get more volume, get more customers, and go out and serve a purpose, that's the reason why we have multi-dimensional brands inside the portfolio - that we felt we certainly would never go - and we're not talking about hundreds of millions of dollars here in this first quarter, first half - but we would feel that we are not taking advantage of the opportunity in the marketplace right now. We feel good enough about the product. My point is that Old Navy was in a place that we were not happy about 12 and 9 months ago. There's certainly been a big swing to the product we see today that is very much appropriate. We've been talking to our customers a lot. We've been getting some reads and I said earlier January was obviously one of those horrible months for us to get a read on, but we did the best we could; we thought we came up with a very good marketing message. And it's the brand that we have to reinvigorate first. That doesn't mean Gap is not getting any marketing; it's just not getting a fully integrated campaign. And a lot of people measure marketing by television, so we've said before will Gap ever go back to television? Possibly. Do we feel that the media and the mediums they're using right now to communicate their message is appropriate for that brand? It is. But right now we recognize the missed opportunity with Old Navy. We believe that we're in a position now with this campaign to get it back up and change the trajectory of the comp that it's been on. It doesn't have enough inventory to positive comp out of the gate, but change the trajectory is key for us. And allow it on behalf of the total company to go and participate in this increasing value segment. Janet Kloppenburg - JJK Research: And Glenn could you evaluate for us the contribution or success level of Patrick Robinson and Todd Oldham to Gap and Old Navy, respectively?

Janet, we are going to limit it to one per caller, so Sabrina and I are available afterwards. And we have time for one more caller, Operator.

Your last question comes from Richard Jaffe - Stifel Nicolaus & Company, Inc. Richard Jaffe - Stifel Nicolaus & Company, Inc.: It's been a very helpful call and obviously you guys are trying to do a lot in arguably the toughest retail environment. I'm wondering how - and you touched on this - how you sort out the results, the good news, from this very overwhelming environment? If you could talk through just brand specific how you are seeing the good news amid all the tough economic news, the weak traffic nationwide, and how you sort of manage your responses to, I guess, the glimmers of hope that you find in the product mix.

I think that you've hit on a really good point. In an environment like this - well, first off, without being overt in our celebration, I think we will probably take all of this afternoon and maybe a little part of tomorrow morning to be thankful for the fact that this business and the people in this business performed at the level they performed last year. I think that people need to be recognized inside our company. We're not looking for any fanfare because part of getting to the numbers we got to, part of the way there, was that some people left our business and, as we tightened our belts, there was some impact on people. But we will take a little bit of time to say you know what? In this tough environment we were able to grow EPS by 28%. In this very challenging environment where a lot of companies were in the high, high negative double-digit performance in the EPS and their net income, we not only grew cash flow by a billion dollars but obviously now have $2 billion on our balance sheet. So it's recognized internally we have a very strong foundation. This is the first thing that I always bring people back to. And then you're absolutely right. It's what are the small wins? Every business, not just ours, there's no home runs now. You've got to find out the small wins, the little moments in which you do really well, and I think that I could take the better part of the rest of the afternoon to answer your question, but I would go through every single brand and there's a little glimmer of hope and there's a small win every single week in every single one of our brands. Our job, as the senior people in the business, is to put those together to actually start getting some momentum in the business. So step one for us in 2008 was to prove to ourselves under these conditions we can make the tough decisions - and they were tough decisions - without jeopardizing the company and its long-term position for the future. What I like about our position in 2009 is given what we did in 2008 we gave ourselves some flexibility. We're now not in a position where we're making decisions to generate extra cash. We're not in a position because our balance sheet is under stress. We're not in a position because we have $2 or $3 billion of debt. We are in control of our own destiny. And trust me, there are positive signs in little corners and little pockets all over our company. But at the end of the day we do not want to be known as a company that can just singlehandedly manage AUC, SG&A, rod, distribution costs, inventory - that's not what we signed up for. We did what we felt we had to do in 2008 and now. as we turn the page in 2009, we're not going to forget about those; that was all good work and we certainly are not going to go back to where we were and have a very heavy cost business. We made some tough decisions and now we're much leaner, battle tested, and cash rich. And now we've got to prove that we can bring customers inside our stores and start driving the top line of our business and, as I said earlier in my opening comment, make smart investments to position the company for the future - Athleta for the future, more investments in online for the future, franchise business for the future, international business for the future. But the core North American business has to start performing, and all the brand presidents know that. They don't have to listen to this call to be put on notice; they know very clearly from me every day they have to get that business on the top line in incremental gross margin dollars going because none of us signed up just to be in charge of managing SG&A and costs. Step one, good; step two is the one I'm most focused on now.

I'd like to thank everyone for joining us on the call today. As always, the Investor Relations team will be available afterwards for further questions. Thank you.

That concludes today's conference call. You may now disconnect.