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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 2, 2024
or
☐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.
(Exact name of registrant as specified in its charter)
Delaware 94-1697231
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Two Folsom Street
San Francisco, California 94105
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 427-0100

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.05 par value
GAP
The New York Stock Exchange
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐ Non-accelerated filer☐ Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑
The number of shares of the registrant’s common stock outstanding as of November 19, 2024 was 377,121,870.


FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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:
•the potential impact of global economic conditions on the assumptions and estimates used when preparing the Condensed Consolidated Financial Statements;
•the impact of recent accounting pronouncements;
•the timing of revenue recognition of upfront payments related to our credit card program agreement;
•the timing of recognition in income of unrealized gains and losses from designated cash flow hedges;
•the impact of losses due to indemnification obligations on the Condensed Consolidated Financial Statements;
•the outcome of proceedings, lawsuits, disputes, and claims, including the impact of such actions on the Condensed Consolidated Financial Statements and our financial results;
•meeting the closing conditions to transfer the Gap Taiwan operations;
•our arrangements with third parties to operate stores and websites selling apparel and related products under our brand names;
•maintaining and building upon financial and operational rigor, through an optimized cost structure and disciplined inventory management;
•reinvigorating our brands to drive relevance and an engaging omni-channel experience;
•strengthening and evolving our operating platform with a digital-first mindset to drive scale and efficiency;
•energizing our culture by attracting and retaining strong talent;
•continuing to integrate social and environmental sustainability into business practices to support long-term growth;
•the expected impact of the Pillar Two rules on our fiscal 2024 effective tax rate and ongoing monitoring of related legislative action;
•our ability to supplement near-term liquidity, if necessary, with our ABL Facility or other available market instruments;
•the impact of the seasonality of our operations, in addition to the impact of global economic conditions, on certain cash inflows and outflows;
•the ability of our cash flows from our operations, current balances of cash, cash equivalents, and short-term investments, the Senior Notes and the ABL Facility, and other available market instruments to support our business operations and liquidity requirements;
•the importance of our sustained ability to generate free cash flow, which is a non-GAAP financial measure and is defined and discussed in more detail in Part 1, Item 2 of this Form 10-Q below;
•our dividend policy, including the potential timing and amounts of future dividends; and
•the impact of changes in internal control over financial reporting.
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. These factors include, without limitation, the following risks, any of which could have an adverse effect on our business, financial condition, results of operations, or reputation:
•the overall global economic and geopolitical environment, including the ongoing Russia-Ukraine and Israel-Hamas conflicts and recent elections in the United States, and impacts on consumer spending patterns;
•social and political unrest in our sourcing countries, including Bangladesh, and disruptions to global trade and shipping capacity, including in the Red Sea;
•the risk that we or our franchisees may be unsuccessful in gauging apparel trends and changing consumer preferences or responding with sufficient lead time;
•the highly competitive nature of our business in the United States and internationally;
•the risk that we may be unable to manage our inventory effectively and the resulting impact on our gross margins and sales;
•the risk that our investments in customer, digital, and omni-channel shopping initiatives may not deliver the results we anticipate;
•the risk that we fail to maintain, enhance, and protect our brand image and reputation;


•the risk of loss or theft of assets, including inventory shortage;
•the risk that we fail to manage key executive succession and retention or continue to attract qualified personnel;
•reductions in income and cash flow from our credit card arrangement related to our private label and co-branded credit cards;
•the risk that changes in our business strategy or restructuring our operations may not generate the intended benefits or projected cost savings;
•the risk that trade matters could increase the cost or reduce the supply of apparel available to us;
•the risks to our business, including our costs and global supply chain, associated with global sourcing and manufacturing;
•the risks to our reputation or operations associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct;
•the risk that we or our franchisees may be unsuccessful in identifying, negotiating, and securing new store locations and renewing, modifying, or terminating leases for existing store locations effectively;
•engaging in or seeking to engage in strategic transactions that are subject to various risks and uncertainties;
•the risk that our efforts to expand internationally may not be successful;
•the risk that our franchisees and licensees could impair the value of our brands;
•the risk of data or other security breaches or vulnerabilities that may result in increased costs, violations of law, significant legal and financial exposure, and a loss of confidence in our security measures;
•the risk that failures of, or updates or changes to, our IT systems may disrupt our operations;
•the risk that our comparable sales and margins may experience fluctuations, that we may fail to meet financial market expectations, or that the seasonality of our business may experience fluctuations;
•the risk of foreign currency exchange rate fluctuations;
•the risk that our level of indebtedness may impact our ability to operate and expand our business;
•the risk that we and our subsidiaries may be unable to meet our obligations under our indebtedness agreements;
•the risk that changes in our credit profile or deterioration in market conditions may limit our access to the capital markets;
•natural disasters, public health crises (such as pandemics and epidemics), political crises (such as the ongoing Russia-Ukraine and Israel-Hamas conflicts), negative global climate patterns, or other catastrophic events;
•evolving regulations and expectations with respect to ESG matters, including climate reporting;
•the adverse effects of climate change on our operations and those of our franchisees, vendors, and other business partners;
•our failure to comply with applicable laws and regulations and changes in the regulatory or administrative landscape;
•the risk that we will not be successful in defending various proceedings, lawsuits, disputes, and claims;
•the risk that our estimates and assumptions used when preparing the Condensed Consolidated Financial Statements are inaccurate or may change;
•the risk that changes in the geographic mix and level of income or losses, the expected or actual outcome of audits, changes in deferred tax valuation allowances, and new legislation could impact our effective tax rate, or that we may be required to pay amounts in excess of established tax liabilities;
•the risk that changes in our business structure, our performance, or our industry could result in reductions in our pre-tax income or utilization of existing tax carryforwards in future periods, and require additional deferred tax valuation allowances; and
•the risk that the adoption of new accounting pronouncements will impact future results.
Additional 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 3, 2024 and our other filings with the U.S. Securities and Exchange Commission.
Future economic and industry trends that could potentially impact net sales and profitability are difficult to predict. These forward-looking statements are based on information as of November 26, 2024. 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.
We suggest that this document be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.


THE GAP, INC.
TABLE OF CONTENTS
 
 Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.


PART I – FINANCIAL INFORMATION
Item 1.     Financial Statements.
THE GAP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
($ and shares in millions except par value)November 2,
2024		February 3,
2024		October 28,
2023
ASSETS
Current assets:
Cash and cash equivalents$1,969 $1,873 $1,351 
Short-term investments250 — — 
Merchandise inventory2,331 1,995 2,377 
Other current assets580 527 646 
Total current assets5,130 4,395 4,374 
Property and equipment, net of accumulated depreciation of $4,985, $4,874, and $4,890
2,546 2,566 2,552 
Operating lease assets3,217 3,115 3,200 
Other long-term assets960 968 926 
Total assets$11,853 $11,044 $11,052 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$1,523 $1,349 $1,433 
Accrued expenses and other current liabilities1,135 1,108 1,078 
Current portion of operating lease liabilities617 600 604 
Income taxes payable50 39 24 
Total current liabilities3,325 3,096 3,139 
Long-term liabilities:
Long-term debt1,489 1,488 1,488 
Long-term operating lease liabilities3,360 3,353 3,456 
Other long-term liabilities 544 512 509 
Total long-term liabilities5,393 5,353 5,453 
Commitments and contingencies (see Note 9)
Stockholders’ equity:
Common stock $0.05 par value
Authorized 2,300 shares for all periods presented; Issued and Outstanding 377, 372, and 371 shares
19 19 18 
Additional paid-in capital177 113 93 
Retained earnings2,889 2,420 2,291 
Accumulated other comprehensive income 50 43 58 
Total stockholders’ equity3,135 2,595 2,460 
Total liabilities and stockholders’ equity$11,853 $11,044 $11,052 
See Accompanying Notes to Condensed Consolidated Financial Statements
1

THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 13 Weeks Ended39 Weeks Ended
($ and shares in millions except per share amounts)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Net sales$3,829 $3,767 $10,937 $10,591 
Cost of goods sold and occupancy expenses2,194 2,211 6,322 6,488 
Gross profit1,635 1,556 4,615 4,103 
Operating expenses1,280 1,306 3,762 3,757 
Operating income
355 250 853 346 
Interest expense23 28 68 66 
Interest income(29)(28)(80)(58)
Income before income taxes
361 250 865 338 
Income tax expense
87 32 227 21 
Net income
$274 $218 $638 $317 
Weighted-average number of shares - basic377 371 376 369 
Weighted-average number of shares - diluted383 375 383 373 
Earnings per share - basic
$0.73 $0.59 $1.70 $0.86 
Earnings per share - diluted
$0.72 $0.58 $1.67 $0.85 
See Accompanying Notes to Condensed Consolidated Financial Statements
2

THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 13 Weeks Ended39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Net income
$274 $218 $638 $317 
Other comprehensive income (loss), net of tax
Foreign currency translation and other
(3)5 — 1 
Change in fair value of derivative financial instruments, net of tax expense of $1, $1, $6, $3
5 16 11 22 
Reclassification adjustment for gains on derivative financial instruments, net of (tax expense) tax benefit of $(1), $1, $(6), $—
(3)(7)(4)(13)
Other comprehensive income (loss), net of tax
(1)14 7 10 
Comprehensive income
$273 $232 $645 $327 
See Accompanying Notes to Condensed Consolidated Financial Statements
3

THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
 Common StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income		 
($ and shares in millions except per share amounts)SharesAmountTotal
Balance as of August 3, 2024376 $19 $159 $2,672 $51 $2,901 
Net income for the 13 weeks ended November 2, 2024274 274 
Other comprehensive loss, net of tax(1)(1)
Issuance of common stock related to stock options and employee stock purchase plans1 — 6 6 
Issuance of common stock and withholding tax payments related to vesting of stock units— — (15)(15)
Share-based compensation, net of forfeitures27 27 
Common stock dividends declared and paid ($0.15 per share)
(57)(57)
Balance as of November 2, 2024377 $19 $177 $2,889 $50 $3,135 
Balance as of July 29, 2023369 $18 $73 $2,128 $44 $2,263 
Net income for the 13 weeks ended October 28, 2023218 218 
Other comprehensive income, net of tax14 14 
Issuance of common stock related to stock options and employee stock purchase plans1 — 5 5 
Issuance of common stock and withholding tax payments related to vesting of stock units1 — (5)(5)
Share-based compensation, net of forfeitures20 20 
Common stock dividends declared and paid ($0.15 per share)
(55)(55)
Balance as of October 28, 2023371 $18 $93 $2,291 $58 $2,460 
    
See Accompanying Notes to Condensed Consolidated Financial Statements












4

THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Common StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income
($ and shares in millions except per share amounts)SharesAmountTotal
Balance as of February 3, 2024372 $19 $113 $2,420 $43 $2,595 
Net income for the 39 weeks ended November 2, 2024638 638 
Other comprehensive income, net of tax7 7 
Issuance of common stock related to stock options and employee stock purchase plans2 — 27 27 
Issuance of common stock and withholding tax payments related to vesting of stock units3 — (48)(48)
Share-based compensation, net of forfeitures85 85 
Common stock dividends declared and paid ($0.45 per share)
(169)(169)
Balance as of November 2, 2024377$19 $177 $2,889 $50 $3,135 
Balance as of January 28, 2023366 $18 $27 $2,140 $48 $2,233 
Net income for the 39 weeks ended October 28, 2023317 317 
Other comprehensive income, net of tax10 10 
Issuance of common stock related to stock options and employee stock purchase plans2 — 18 18 
Issuance of common stock and withholding tax payments related to vesting of stock units3 — (16)(16)
Share-based compensation, net of forfeitures64 64 
Common stock dividends declared and paid ($0.45 per share)
(166)(166)
Balance as of October 28, 2023371 $18 $93 $2,291 $58 $2,460 
See Accompanying Notes to Condensed Consolidated Financial Statements
5

THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023
Cash flows from operating activities:
Net income
$638 $317 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization371 394 
Share-based compensation85 64 
Non-cash and other items(4)41 
Gain on sale of building— (47)
Deferred income taxes17 (27)
Changes in operating assets and liabilities:
Merchandise inventory(344)(5)
Other current assets and other long-term assets(35)81 
Accounts payable156 133 
Accrued expenses and other current liabilities29 (11)
Income taxes payable, net of receivables and other tax-related items50 50 
Other long-term liabilities(18)(11)
Operating lease assets and liabilities, net(75)(147)
Net cash provided by operating activities
870 832 
Cash flows from investing activities:
Purchases of property and equipment(330)(288)
Net proceeds from sale of building
— 76 
Purchases of short-term investments(343)— 
Proceeds from sales and maturities of short-term investments97 — 
Net proceeds from divestiture activity, net of cash paid
— 9 
Net cash used for investing activities
(576)(203)
Cash flows from financing activities:
Repayments of revolving credit facility— (350)
Proceeds from issuances under share-based compensation plans27 18 
Withholding tax payments related to vesting of stock units(48)(16)
Cash dividends paid(169)(166)
Other(3)(2)
Net cash used for financing activities
(193)(516)
Effect of foreign exchange rate fluctuations on cash, cash equivalents, and restricted cash(4)(7)
Net increase in cash, cash equivalents, and restricted cash
97 106 
Cash, cash equivalents, and restricted cash at beginning of period1,901 1,273 
Cash, cash equivalents, and restricted cash at end of period$1,998 $1,379 
Supplemental disclosure of cash flow information:
Cash paid for interest during the period$61 $72 
Cash paid for income taxes during the period, net of refunds$173 $(1)
See Accompanying Notes to Condensed Consolidated Financial Statements
6

THE GAP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Accounting Policies
Basis of Presentation
In the opinion of The Gap, Inc. (the “Company,” “we,” and “our”) management, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments (except as otherwise disclosed) considered necessary to present fairly our financial position, results of operations, comprehensive income, stockholders' equity, and cash flows as of November 2, 2024 and October 28, 2023 and for all periods presented. The Condensed Consolidated Balance Sheet as of February 3, 2024 has been derived from our audited financial statements.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted from these interim financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. We suggest that you read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Additionally, these estimates and assumptions may change as a result of the impact of global economic conditions such as the uncertainty regarding global inflationary pressures, acts of terrorism or war, global credit and banking markets, and the geopolitical landscape including new legislation and the potential impacts of recent elections. We will continue to consider the impact of the global economic conditions on the assumptions and estimates used when preparing these Condensed Consolidated Financial Statements including inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, deferred revenue, and the impairment of long-lived assets. If the global economic conditions change beyond what is currently estimated by management, such future changes may have an adverse impact on the Company's results of operations and financial position.
Restricted Cash
As of November 2, 2024, February 3, 2024, and October 28, 2023, restricted cash primarily included consideration that serves as collateral for our insurance obligations and certain other obligations occurring in the normal course of business. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Cash and cash equivalents, per Condensed Consolidated Balance Sheets$1,969 $1,873 $1,351 
Restricted cash included in other long-term assets29 28 28 
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows$1,998 $1,901 $1,379 
Accounting Pronouncements
Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements and disclosures, based on current information.
Accounting Pronouncement Recently Adopted
ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations
In September 2022, the Financial Accounting Standards Board ("FASB") issued accounting standards update ("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the transparency of the use of supplier finance programs by requiring additional disclosures about the program’s nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The ASU does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. We adopted the required guidance on January 29, 2023. See Note 12 of Notes to Condensed Consolidated Financial Statements for information regarding our supply chain finance program.
Accounting Pronouncements Not Yet Adopted
ASU No. 2023-07, Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures. The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective retrospectively for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. We are currently assessing the impact that this ASU will have on the Company's disclosures.
ASU No. 2023-09, Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. The ASU is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact that this ASU will have on the Company's disclosures.
ASU No. 2024-03, Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The ASU is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied on either a prospective or retrospective basis. We are currently assessing the impact that this ASU will have on the Company's disclosures.
Note 2. Revenue
We disaggregate our net sales by channel and also by brand and region. Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise; the distribution center or store from which the products were shipped; or the region of the franchise or licensing partner.
Net sales disaggregated by channel are as follows:
13 Weeks Ended39 Weeks Ended
($ in millions)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Store and franchise sales$2,289 $2,331 $6,871 $6,771 
Online sales (1)1,540 1,436 4,066 3,820 
Total net sales$3,829 $3,767 $10,937 $10,591 
__________
(1)Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives.

7

Net sales disaggregated by brand and region are as follows:
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended November 2, 2024
U.S. (1)$1,949 $683 $406 $281 $21 $3,340 
Canada190 95 43 9 — 337 
Other regions11 121 20 — — 152 
Total$2,150 $899 $469 $290 $21 $3,829 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 28, 2023
U.S. (1)$1,917 $664 $398 $267 $15 $3,261 
Canada193 96 42 10 — 341 
Other regions16 127 20 2 — 165 
Total$2,126 $887 $460 $279 $15 $3,767 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended November 2, 2024
U.S. (1)$5,663 $1,775 $1,203 $926 $49 $9,616 
Canada495 238 122 29 — 884 
Other regions31 341 63 2 — 437 
Total$6,189 $2,354 $1,388 $957 $49 $10,937 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended October 28, 2023
U.S. (1)$5,353 $1,702 $1,187 $903 $29 $9,174 
Canada503 233 122 33 — 891 
Other regions59 399 63 5 — 526 
Total$5,915 $2,334 $1,372 $941 $29 $10,591 
__________
(1)U.S. includes the United States and Puerto Rico.
(2)Primarily consists of net sales from revenue-generating strategic initiatives.
We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, licensing agreements, outstanding loyalty points, and reimbursements of loyalty program discounts associated with our credit card agreement. For the 13 weeks ended November 2, 2024, the opening balance of deferred revenue for these obligations was $280 million, of which $95 million was recognized as revenue during the period. For the 39 weeks ended November 2, 2024, the opening balance of deferred revenue for these obligations was $337 million, of which $209 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $260 million as of November 2, 2024.
For the 13 weeks ended October 28, 2023, the opening balance of deferred revenue for these obligations was $327 million, of which $119 million was recognized as revenue during the period. For the 39 weeks ended October 28, 2023, the opening balance of deferred revenue for these obligations was $354 million, of which $227 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $315 million as of October 28, 2023.
In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a long-term credit card program. The Company received an upfront payment of $60 million related to the agreements prior to the program launch in May 2022, which is being recognized as revenue over the term of the agreements. We also receive revenue sharing from our credit card agreement for private label and co-branded credit cards.
8

Note 3. Income Taxes
The effective income tax rate was 24.1 percent for the 13 weeks ended November 2, 2024, compared with 12.8 percent for the 13 weeks ended October 28, 2023. The increase is primarily due to changes in valuation allowances in the prior year.
The effective income tax rate was 26.2 percent for the 39 weeks ended November 2, 2024, compared with 6.2 percent for the 39 weeks ended October 28, 2023. The increase is primarily due to tax benefits recognized in the prior year from a U.S. transfer pricing settlement related to our sourcing activities, changes in valuation allowances in the prior year, current year increases to certain income tax reserves, and changes in the amount and mix of jurisdictional earnings, partially offset by a favorable impact from stock-based compensation.
Note 4. Debt and Credit Facilities
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
2029 Notes$750 $750 $750 
2031 Notes750 750 750 
Less: Unamortized debt issuance costs(11)(12)(12)
Total long-term debt$1,489 $1,488 $1,488 
The scheduled maturity of the Senior Notes is as follows:
Scheduled Maturity ($ in millions)PrincipalInterest RateInterest Payments
October 1, 2029 (1)$750 3.625 %Semi-Annual
October 1, 2031 (2)750 3.875 %Semi-Annual
Total issuance$1,500 
__________
(1)On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
(2)Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
We have $1.5 billion aggregate principal amount of 3.625 percent senior notes due 2029 (“2029 Notes”) and 3.875 percent senior notes due 2031 (“2031 Notes”) (the 2029 Notes and the 2031 Notes, collectively, the “Senior Notes”). As of November 2, 2024, the aggregate estimated fair value of the Senior Notes was $1.31 billion and was based on the quoted market prices for each of the Senior Notes (level 1 inputs) as of the last business day of the fiscal quarter. The aggregate principal amount of the Senior Notes is recorded in long-term debt on the Condensed Consolidated Balance Sheets, net of the unamortized debt issuance costs.
We also have a senior secured asset-based revolving credit agreement (the "ABL Facility"), which has a $2.2 billion borrowing capacity and generally bears interest at a per annum rate based on Secured Overnight Financing Rate ("SOFR") (subject to a zero floor) plus a margin, depending on borrowing base availability. The ABL Facility is scheduled to expire in July 2027. The ABL Facility is available for working capital, capital expenditures, and other general corporate purposes.
There were no borrowings under the ABL Facility as of November 2, 2024, February 3, 2024, or October 28, 2023.
We also have the ability to issue letters of credit on our ABL Facility. As of November 2, 2024, we had $47 million in standby letters of credit issued under the ABL Facility.
Note 5. Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques.
There were no material purchases, sales, issuances, or settlements related to recurring level 3 measurements for the 13 and 39 weeks ended November 2, 2024 or October 28, 2023.
9

Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows:
  Fair Value Measurements at Reporting Date Using
($ in millions)November 2, 2024Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$8 $1 $7 $— 
Short-term investments250 130 120 — 
Derivative financial instruments19 — 19 — 
Deferred compensation plan assets38 38 — — 
Other assets4 — — 4 
Total$319 $169 $146 $4 
Liabilities:
Derivative financial instruments$1 $— $1 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)February 3, 2024Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$1 $— $1 $— 
Derivative financial instruments7 — 7 — 
Deferred compensation plan assets31 31 — — 
Other assets4 — — 4 
Total$43 $31 $8 $4 
Liabilities:
Derivative financial instruments$8 $— $8 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)October 28, 2023Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$1 $— $1 $— 
Derivative financial instruments34 — 34 — 
Deferred compensation plan assets31 31 — — 
Other assets4 — — 4 
Total$70 $31 $35 $4 
Liabilities:
Derivative financial instruments$— $— $— $— 
We have highly liquid fixed and variable income investments classified as cash equivalents and short-term investments. All highly liquid investments with original maturities of three months or less at the time of purchase are classified as cash and cash equivalents on the Condensed Consolidated Balance Sheets. Our cash equivalents are placed primarily in debt securities which are recorded at fair value using market prices for identical or similar assets and time deposits which are recorded at amortized cost. We also have highly liquid investments with original maturities of greater than three months and less than two years that are classified as short-term investments on the Condensed Consolidated Balance Sheet. These debt securities are also recorded at fair value using market prices for identical or similar assets.
There were no material realized or unrealized gains or losses or impairment charges related to short-term investments during the 13 and 39 weeks ended November 2, 2024.
Derivative financial instruments primarily include foreign exchange forward contracts. See Note 6 of Notes to Condensed Consolidated Financial Statements for information regarding currencies hedged against the U.S. dollar.
10

We maintain the Gap, Inc. Deferred Compensation Plan (“DCP”), which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee directors to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded in other long-term assets on the Condensed Consolidated Balance Sheets.
Nonfinancial Assets
We review the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of the long-lived assets is determined using level 3 inputs and based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the risk. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level.
There were no material impairment charges recorded for long-lived assets during the 13 and 39 weeks ended November 2, 2024 or October 28, 2023.
We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.
There were no impairment charges recorded for goodwill or other indefinite-lived intangible assets for the 13 and 39 weeks ended November 2, 2024 or October 28, 2023.
Note 6. Derivative Financial Instruments
We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into with large, reputable financial institutions that are monitored for counterparty risk. The currencies hedged against changes in the U.S. dollar are the Canadian dollar, Japanese yen, British pound, New Taiwan dollar, and Euro. Cash flows from derivative financial instruments are classified as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.
Derivative financial instruments are recorded at fair value on the Condensed Consolidated Balance Sheets as other current assets, other long-term assets, accrued expenses and other current liabilities, or other long-term liabilities.
Cash Flow Hedges
We designate foreign exchange forward contracts used to hedge forecasted merchandise purchases and related costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their local currencies as cash flow hedges. The foreign exchange forward contracts entered into to hedge forecasted merchandise purchases and related costs generally have terms of up to 24 months. The effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income (loss) and is recognized into net income during the period in which the underlying transaction impacts the Condensed Consolidated Statements of Operations.
Other Derivatives Not Designated as Hedging Instruments
We use foreign exchange forward contracts to hedge our market risk exposure associated with foreign currency exchange rate fluctuations for certain intercompany balances denominated in currencies other than the functional currency of the entity with the intercompany balance. The gain or loss on the derivative financial instruments that represent economic hedges, as well as the remeasurement impact of the underlying intercompany balances, is recorded in operating expenses on the Condensed Consolidated Statements of Operations in the same period and generally offset each other.
11

Outstanding Notional Amounts
We had foreign exchange forward contracts outstanding in the following notional amounts:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Derivatives designated as cash flow hedges$458 $381 $357 
Derivatives not designated as hedging instruments427 568 526 
Total$885 $949 $883 
Quantitative Disclosures about Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Derivatives designated as cash flow hedges:
Other current assets$10 $6 $13 
Other long-term assets1 — 2 
Accrued expenses and other current liabilities— 2 — 
Derivatives not designated as hedging instruments:
Other current assets8 1 19 
Accrued expenses and other current liabilities1 6 — 
Total derivatives in an asset position$19 $7 $34 
Total derivatives in a liability position$1 $8 $— 
The majority of the unrealized gains and losses from designated cash flow hedges as of November 2, 2024 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of November 2, 2024 shown above.
Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Condensed Consolidated Balance Sheets, and as such, the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements were not material for all periods presented.
See Note 5 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.
The pre-tax amounts recognized in net income related to derivative instruments are as follows:
Location and Amount of Gain
Recognized in Net Income
13 Weeks Ended
November 2, 2024		13 Weeks Ended
October 28, 2023
($ in millions)Cost of goods sold and occupancy expensesOperating expensesCost of goods sold and occupancy expensesOperating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded$2,194 $1,280 $2,211 $1,306 
Gain recognized in net income
Derivatives designated as cash flow hedges (4)— (6)— 
Derivatives not designated as hedging instruments— (4)— (27)
Total gain recognized in net income
$(4)$(4)$(6)$(27)
12

Location and Amount of Gain
Recognized in Net Income
39 Weeks Ended
November 2, 2024		39 Weeks Ended
October 28, 2023
($ in millions)Cost of goods sold and occupancy expenseOperating expensesCost of goods sold and occupancy expenseOperating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded$6,322 $3,762 $6,488 $3,757 
Gain recognized in net income
Derivatives designated as cash flow hedges (10)— (13)— 
Derivatives not designated as hedging instruments— (17)— (25)
Total gain recognized in net income
$(10)$(17)$(13)$(25)
Note 7. Share Repurchases
In February 2019, the Company's Board of Directors (the "Board") approved a $1.0 billion share repurchase authorization (the "February 2019 repurchase program"). There were no shares repurchased, excluding shares withheld to settle employee tax withholding payments related to the vesting of stock units, during the 13 and 39 weeks ended November 2, 2024 and October 28, 2023. The February 2019 repurchase program had $476 million remaining as of November 2, 2024. All common stock repurchased is immediately retired.
Note 8. Earnings Per Share
Weighted-average number of shares used for earnings per share is as follows:
 13 Weeks Ended39 Weeks Ended
(shares in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Weighted-average number of shares - basic377 371 376 369 
Common stock equivalents
6 4 7 4 
Weighted-average number of shares - diluted383 375 383 373 
The anti-dilutive shares related to stock options and other stock awards excluded from the computation of weighted-average number of shares – diluted were 2 million and 5 million for the 13 weeks ended November 2, 2024 and October 28, 2023, respectively, and 3 million and 6 million for the 39 weeks ended November 2, 2024 and October 28, 2023, respectively, as their inclusion would have an anti-dilutive effect on earnings per share.
13

Note 9. Commitments and Contingencies
We are a party to a variety of contractual agreements under which we may be obligated to indemnify the other party for certain matters. These contracts primarily relate to our commercial contracts, operating leases, trademarks, intellectual property, financial agreements, and various other agreements. Under these contracts, we may provide certain routine indemnifications relating to representations and warranties (e.g., ownership of assets, environmental or tax indemnifications), or personal injury matters. The terms of these indemnifications range in duration and may not be explicitly defined. Generally, the maximum obligation under such indemnifications is not explicitly stated, and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our Condensed Consolidated Financial Statements taken as a whole.
As a multinational company, we are subject to various proceedings, lawsuits, disputes, and claims ("Actions") arising in the ordinary course of our business. Many of these Actions raise complex factual and legal issues and are subject to uncertainties. As of November 2, 2024, Actions filed against us included commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages and some are covered in part by insurance. As of November 2, 2024, February 3, 2024, and October 28, 2023, we recorded a liability for an estimated loss if the outcome of an Action is expected to result in a loss that is considered probable and reasonably estimable. The liability recorded was not material for any individual Action or in total for all periods presented. Subsequent to November 2, 2024, and through the filing date of this Quarterly Report on Form 10-Q, no information has become available that indicates a change is required that would be material to our Condensed Consolidated Financial Statements taken as a whole.
We cannot predict with assurance the outcome of Actions brought against us. However, we do not believe that the outcome of any current Action would have a material effect on our Condensed Consolidated Financial Statements taken as a whole.
Note 10. Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of November 2, 2024, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each of our brands serves customer demand through our store and franchise channel and our online channel, leveraging our omni-channel capabilities that allow customers to shop seamlessly across all of our brands. We have determined that each of our operating segments share similar economic and other qualitative characteristics, and therefore the results of our operating segments are aggregated into one reportable segment as of November 2, 2024. We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments.
See Note 2 of Notes to Condensed Consolidated Financial Statements for disaggregation of revenue by channel and by brand and region.
Note 11. Divestitures
On November 7, 2022, we signed agreements to transition our Gap China and Gap Taiwan ("Gap Greater China") operations to a third party, Baozun Inc. ("Baozun"), to operate Gap Greater China stores and the in-market website as a franchise partner, subject to regulatory approvals and closing conditions. On January 31, 2023, the Gap China transaction closed with Baozun. The impact upon divestiture was not material to our results of operations for the 39 weeks ended October 28, 2023. The Gap Taiwan operations will continue to operate as usual until regulatory approvals and closing conditions are met.
Note 12. Supply Chain Finance Program
Our voluntary supply chain finance ("SCF") program provides certain suppliers with the opportunity to sell their receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. We are not a party to the agreements between our suppliers and the financial institutions and our payment terms are not impacted by whether a supplier participates in the SCF program.
The Company's outstanding obligations under the SCF program were $350 million, $373 million, and $344 million as of November 2, 2024, February 3, 2024, and October 28, 2023, respectively, and were included in accounts payable on the Condensed Consolidated Balance Sheets.
14

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.
OUR BUSINESS
We are a collection of lifestyle brands offering apparel, accessories, and personal care products for men, women, and children under the Old Navy, Gap, Banana Republic, and Athleta brands. We have Company-operated stores in the United States, Canada, Japan, and Taiwan. Our products are available to customers online through Company-owned websites and through third-party arrangements. We also have franchise agreements to operate Old Navy, Gap, Banana Republic, and Athleta throughout Asia, Europe, Latin America, the Middle East, and Africa. Under these agreements, third parties operate, or will operate, stores and websites that sell apparel and related products under our brand names. In addition to operating in the specialty, outlet, online, and franchise channels, we use our omni-channel capabilities to bridge the digital world and physical stores to further enhance our shopping experience for our customers. Our omni-channel services, including buy online pick-up in store, order-in-store, find-in-store, and ship-from-store, as well as enhanced mobile-enabled experiences, are tailored uniquely across our collection of brands. Most of the products sold under our brand names are designed by us and manufactured by independent sources.
OVERVIEW
Financial results for the third quarter of fiscal 2024 are as follows:
•Net sales for the third quarter of fiscal 2024 increased 2 percent compared with the third quarter of fiscal 2023.
•Store and franchise sales for the third quarter of fiscal 2024 decreased 2 percent compared with the third quarter of fiscal 2023 and online sales for the third quarter of fiscal 2024 increased 7 percent compared with the third quarter of fiscal 2023.
•Gross profit for the third quarter of fiscal 2024 was $1.64 billion compared with $1.56 billion for the third quarter of fiscal 2023. Gross margin for the third quarter of fiscal 2024 was 42.7 percent compared with 41.3 percent for the third quarter of fiscal 2023.
•Operating income for the third quarter of fiscal 2024 was $355 million compared with $250 million for the third quarter of fiscal 2023.
•The effective income tax rate for the third quarter of fiscal 2024 was 24.1 percent compared with 12.8 percent for the third quarter of fiscal 2023.
•Net income for the third quarter of fiscal 2024 was $274 million compared with $218 million for the third quarter of fiscal 2023.
•Diluted earnings per share was $0.72 for the third quarter of fiscal 2024 compared with $0.58 for the third quarter of fiscal 2023.
•Merchandise inventory as of the third quarter of fiscal 2024 decreased 2 percent compared with the third quarter of fiscal 2023.
We are focused on the following strategic priorities in the near term:
•maintaining and building upon financial and operational rigor, through an optimized cost structure and disciplined inventory management;
•reinvigorating our brands to drive relevance and an engaging omni-channel experience;
•strengthening and evolving our operating platform with a digital-first mindset to drive scale and efficiency;
•energizing our culture by attracting and retaining strong talent; and
•continuing to integrate social and environmental sustainability into business practices to support long-term growth.

15

RESULTS OF OPERATIONS
Net Sales
See Note 2 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for net sales disaggregation.
Comparable Sales ("Comp Sales")
Fiscal 2024 consists of 52 weeks versus 53 weeks in fiscal 2023. Due to the 53rd week in fiscal 2023, in order to maintain consistency, Comp Sales for the third quarter of fiscal 2024 and the first three quarters of fiscal 2024 are compared to the 13 and 39 weeks ended November 4, 2023.
Comp Sales include the results of Company-operated stores and sales through our online channel. The calculation of Comp Sales excludes the results of the franchise and licensing business.
A store is included in the Comp Sales calculations when it has been open and operated by the Company for at least one year and the selling square footage has not changed by 15 percent or more within the past year. A store is included in the Comp Sales calculations on the first day it has comparable prior year sales. Stores in which the selling square footage has changed by 15 percent or more as a result of a remodel, expansion, or reduction are excluded from the Comp Sales calculations until the first day they have comparable prior year sales.
A store is considered non-comparable ("Non-comp") when it has been open and operated by the Company for less than one year or has changed its selling square footage by 15 percent or more within the past year.
A store is considered "Closed" if it is temporarily closed for three or more full consecutive days or it is permanently closed. When a temporarily closed store reopens, the store will be placed in the Comp/Non-comp status it was in prior to its closure. If a store was in Closed status for three or more days in the prior year, the store will be in Non-comp status for the same days the following year.
Current year foreign exchange rates are applied to both current year and prior year Comp Sales to achieve a consistent basis for comparison.
The percentage change in Comp Sales by global brand and for The Gap, Inc., as compared with the preceding year, is as follows:
 13 Weeks Ended39 Weeks Ended
 November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Old Navy Global— %1 %3 %(2)%
Gap Global3 %(1)%3 %— %
Banana Republic Global(1)%(8)%— %(8)%
Athleta Global5 %(19)%1 %(13)%
The Gap, Inc.1 %(2)%2 %(3)%


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Store count, openings, closings, and square footage for our stores are as follows:
 February 3, 202439 Weeks Ended November 2, 2024November 2, 2024
 Number of
Store Locations		Number of
Stores Opened		Number of
Stores Closed		Number of
Store Locations		Square Footage
(in millions)
Old Navy North America1,243 19 7 1,255 19.9 
Gap North America472 3 14 461 4.9 
Gap Asia
134 — 9 125 1.1 
Banana Republic North America400 3 10 393 3.3 
Banana Republic Asia43 2 5 40 0.1 
Athleta North America270 2 2 270 1.1 
Company-operated stores total 2,562 29 47 2,544 30.4 
Franchise
998 121 60 1,059  N/A
Total3,560 150 107 3,603 30.4 
Increase (decrease) over prior year2.0 %(1.6)%
 January 28, 202339 Weeks Ended October 28, 2023October 28, 2023
 Number of
Store Locations		Number of
Stores Opened		Number of
Stores Closed		Number of
Store Locations		Square Footage
(in millions)
Old Navy North America
1,238 24 11 1,251 19.9 
Gap North America493 1 14 480 5.1 
Gap Asia (1)
232 1 7 137 1.2 
Banana Republic North America419 2 13 408 3.4 
Banana Republic Asia46 4 2 48 0.2 
Athleta North America257 24 7 274 1.1 
Company-operated stores total2,685 56 54 2,598 30.9 
Franchise (1)
667 219 85 935 N/A
Total3,352 275 139 3,533 30.9 
Increase (decrease) over prior year
4.5 %(4.6)%
__________
(1)The 89 Gap China stores that were transitioned to Baozun during the period are not included as store closures or openings for Company-operated and Franchise store activity. The ending balance for Gap Asia excludes Gap China stores and the ending balance for Franchise includes Gap China locations transitioned during the period.
Outlet and factory stores are reflected in each of the respective brands.
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Net Sales
Our net sales increased $62 million, or 2 percent, during the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023, driven primarily by an increase in online sales. Our net sales increased $346 million, or 3 percent, during the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, driven primarily by an increase in Comp Sales.
Cost of Goods Sold and Occupancy Expenses
  
13 Weeks Ended39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Cost of goods sold and occupancy expenses$2,194 $2,211 $6,322 $6,488 
Gross profit$1,635 $1,556 $4,615 $4,103 
Cost of goods sold and occupancy expenses as a percentage of net sales
57.3 %58.7 %57.8 %61.3 %
Gross margin42.7 %41.3 %42.2 %38.7 %
Cost of goods sold and occupancy expenses decreased 1.4 percentage points as a percentage of net sales in the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023.
•Cost of goods sold decreased 0.9 percentage points as a percentage of net sales in the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023, primarily driven by disciplined inventory management. The impact of commodity costs was relatively flat for the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023.
•Occupancy expenses decreased 0.5 percentage points as a percentage of net sales in the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023, primarily driven by an increase in online sales without a corresponding increase in occupancy expenses.
Cost of goods sold and occupancy expenses decreased 3.5 percentage points as a percentage of net sales in the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023.
•Cost of goods sold decreased 2.8 percentage points as a percentage of net sales in the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, primarily driven by lower commodity costs and improved promotional activity.
•Occupancy expenses decreased 0.7 percentage points as a percentage of net sales in the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, primarily driven by an increase in net sales without a corresponding increase in occupancy expenses.
Operating Expenses
  
13 Weeks Ended39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Operating expenses$1,280 $1,306 $3,762 $3,757 
Operating expenses as a percentage of net sales33.4 %34.7 %34.4 %35.5 %
Operating margin9.3 %6.6 %7.8 %3.3 %
Operating expenses decreased $26 million, or 1.3 percentage points as a percentage of net sales during the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023, primarily due to a decrease in advertising expenses.
Operating expenses increased $5 million, but decreased 1.1 percentage points as a percentage of net sales during the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, due to an increase in net sales as well as the following:
•an increase in performance-based compensation; and
•a gain on sale of building of $47 million that occurred during the first quarter of fiscal 2023; partially offset by
•restructuring expenses of $89 million incurred during the first three quarters of fiscal 2023 as a result of actions taken to simplify and optimize our operating model and structure; and
•a decrease in advertising expenses.
18

Interest Expense
  
13 Weeks Ended39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Interest expense
$23 $28 $68 $66 
Interest expense primarily includes interest on outstanding borrowings and obligations mainly related to our Senior Notes and tax-related interest expense.
Interest Income
  
13 Weeks Ended39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Interest income
$(29)$(28)$(80)$(58)
Interest income increased slightly during the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023, primarily due to higher cash balances, partially offset by a decrease in tax-related interest income. Interest income increased $22 million during the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, primarily due to higher cash balances and higher interest rates during the first half of fiscal 2024, partially offset by a decrease in tax-related interest income.
Income Taxes
  
13 Weeks Ended39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Income tax expense
$87 $32 $227 $21 
Effective tax rate24.1 %12.8 %26.2 %6.2 %
The increase in the effective tax rate for the third quarter of fiscal 2024 compared with the third quarter of fiscal 2023 is primarily due to changes in valuation allowances in the prior year.
The increase in the effective tax rate for the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023 is primarily due to tax benefits recognized in the prior year from a U.S. transfer pricing settlement related to our sourcing activities, changes in valuation allowances in the prior year, current year increases to certain income tax reserves, and changes in the amount and mix of jurisdictional earnings, partially offset by a favorable impact from stock-based compensation.
The Organization for Economic Co-operation and Development ("OECD") has introduced a new global minimum corporate tax of 15%, commonly referred to as Pillar Two. The rules, as they currently stand, did not have a material impact on the effective tax rate for the third quarter of fiscal 2024 or for the first three quarters of fiscal 2024 and are not expected to have a material impact on our fiscal 2024 effective tax rate. We will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
19

LIQUIDITY AND CAPITAL RESOURCES
In addition to our cash flows from operating activities, our primary sources of liquidity include cash and cash equivalents, short-term investments, our Senior Notes, and our ABL Facility. As of November 2, 2024, we had cash and cash equivalents of $1.97 billion and short-term investments of $250 million. We hold our cash, cash equivalents, and short-term investments across a diversified set of reputable financial institutions and monitor the credit standing of those financial institutions. In addition, we have issued $1.5 billion aggregate principal amount of our Senior Notes, and are also able to supplement near-term liquidity, if necessary, with our ABL Facility or other available market instruments. There were no borrowings under the ABL Facility as of November 2, 2024. See Note 4 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on the Senior Notes and ABL Facility.
Our largest source of operating cash flows is cash collections from the sale of our merchandise. Our primary uses of cash include merchandise inventory purchases, lease and occupancy costs, personnel-related expenses, purchases of property and equipment, shipping costs, and payment of taxes. The seasonality of our operations, in addition to the impact of global economic conditions such as the uncertainty surrounding global inflationary pressures, acts of terrorism or war, global credit and banking markets, and the geopolitical landscape including new legislation and the potential impacts of recent elections, may lead to significant fluctuations in certain asset and liability accounts as well as cash inflows and outflows between fiscal year-end and subsequent interim periods.
Our voluntary SCF program provides certain suppliers with the opportunity to sell their receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. We are not a party to the agreements between our suppliers and the financial institutions and our payment terms are not impacted by whether a supplier participates in the SCF program. See Note 12 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on the Company's SCF program.
We believe our existing balances of cash, cash equivalents, and short-term investments, along with our cash flows from operations, and instruments mentioned above, provide sufficient funds for our business operations as well as capital expenditures, dividends, and other liquidity requirements associated with our business operations over the next 12 months and beyond.
Cash Flows from Operating Activities
Net cash provided by operating activities increased $38 million during the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, primarily due to the following:
    Net Income
•an increase in net income;
Non-cash item
•an increase of $47 million due to a gain that occurred during the first three quarters of fiscal 2023 resulting from the sale of a building;
Change in operating assets and liabilities
•a decrease of $339 million related to merchandise inventory due to the seasonal increase in inventory during the first three quarters of fiscal 2024 compared with no increase in the first three quarters of fiscal 2023 due to an elevated opening balance of inventory.
Cash Flows from Investing Activities
Net cash used for investing activities increased $373 million during the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, primarily due to the following:
•$246 million of net purchases of short-term investments during the first three quarters of fiscal 2024; and
•$76 million in net proceeds from the sale of a building during the first three quarters of fiscal 2023.
Cash Flows from Financing Activities
Net cash used for financing activities decreased $323 million during the first three quarters of fiscal 2024 compared with the first three quarters of fiscal 2023, primarily due to $350 million for repayments of revolving credit facility borrowings during the first three quarters of fiscal 2023.
20

Free Cash Flow
Free cash flow is a non-GAAP financial measure. We believe free cash flow is an important metric because it represents a measure of how much cash a company has available for discretionary and non-discretionary items after the deduction of capital expenditures. We require regular capital expenditures including technology improvements as well as building and maintaining our stores and distribution centers. We use this metric internally, as we believe our sustained ability to generate free cash flow is an important driver of value creation. However, this non-GAAP financial measure is not intended to supersede or replace our GAAP results.
The following table reconciles free cash flow, a non-GAAP financial measure, from a GAAP financial measure.
 39 Weeks Ended
($ in millions)November 2,
2024		October 28,
2023
Net cash provided by operating activities
$870 $832 
Less: Purchases of property and equipment(330)(288)
Free cash flow$540 $544 
Dividend Policy
In determining whether and at what level to declare a dividend, we consider a number of factors including sustainability, operating performance, liquidity, and market conditions.
We paid a dividend of $0.15 per share during the third quarter of fiscal 2024. In November 2024, the Board authorized a dividend of $0.15 per share for the fourth quarter of fiscal 2024.
Share Repurchases
Certain information about the Company’s share repurchases is set forth in Note 7 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
Summary Disclosures about Contractual Cash Obligations and Commercial Commitments
There have been no material changes to our contractual obligations and commercial commitments as disclosed in our Annual Report on Form 10-K as of February 3, 2024, other than those which occur in the normal course of business. See Note 9 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on commitments and contingencies.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024. See Note 1 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on accounting policies.
Item 3.     Quantitative and Qualitative Disclosures About Market Risk.
Our market risk profile as of February 3, 2024 is disclosed in our Annual Report on Form 10-K and has not significantly changed other than as noted below.
As of November 2, 2024, we had $250 million in short-term investments and $8 million in cash equivalents which were recorded on the Condensed Consolidated Balance Sheet. Changes in interest rates impact the fair value of our investments and the interest income derived from our investments.
See Notes 4, 5, and 6 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on our debt and credit facilities, investments, and derivative financial instruments.

21

Item 4.     Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s third quarter of fiscal 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
22

PART II – OTHER INFORMATION
Item 1.     Legal Proceedings.
As a multinational company, we are subject to various proceedings, lawsuits, disputes, and claims ("Actions") arising in the ordinary course of our business. Many of these Actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against us from time to time include commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages, and some are covered in part by insurance.
We cannot predict with assurance the outcome of Actions brought against us. Accordingly, developments, settlements, or resolutions may occur and impact operations in the quarter of such development, settlement, or resolution. However, we do not believe that the outcome of any current Action would have a material effect on our financial results.
Item 1A.     Risk Factors.
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.
In February 2019, the Board approved a $1.0 billion share repurchase authorization, which has no expiration date. There were no shares repurchased, excluding shares withheld to settle employee tax withholding payments related to the vesting of stock units, during the 13 weeks ended November 2, 2024. The February 2019 repurchase program had $476 million remaining as of November 2, 2024.
Item 5.     Other Information.
During the 13 weeks ended November 2, 2024, none of our directors or Section 16 officers adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408(a) of Regulation S-K, except as follows:
On September 19, 2024, Mark Breitbard, President and CEO of Gap brand, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 964,990 shares of Gap Inc. common stock (all pursuant to unexercised stock options granted from 2017 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on December 31, 2025, or when all shares under the plan are sold.
On September 11, 2024, Julie Gruber, Chief Legal and Compliance Officer and Corporate Secretary, modified a trading plan previously adopted on August 29, 2023, intended to satisfy the affirmative defense of Rule 10b5-1(c). Previously, the plan provided for the sale of up to 417,892 shares of Gap Inc. common stock (including 161,804 shares pursuant to unexercised stock options granted from 2014 to 2022). 196,565 shares were sold under the plan before the modification date. As modified, up to 492,578 shares of Gap Inc. common stock may be sold under the plan (including 326,368 shares pursuant to unexercised stock options granted from 2015 to 2020). This figure does not include shares already sold under the plan. Unless otherwise terminated pursuant to its terms, the modified plan will still terminate on September 2, 2025, or when all shares under the plan are sold.
On September 4, 2024, Chris Blakeslee, President and CEO of Athleta, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 103,246 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on August 29, 2025, or when all shares under the plan are sold.
On September 3, 2024, Katrina O'Connell, Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 550,543 shares of Gap Inc. common stock (including 221,216 shares pursuant to unexercised stock options granted from 2015 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on September 3, 2025, or when all shares under the plan are sold.

23

Item 6.     Exhibits.
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled/
Furnished
Herewith
Restated Certificate of Incorporation
10-Q
1-7562
3.1
August 30, 2024
Amended and Restated Bylaws (effective August 15, 2022)10-Q1-75623.3August 26, 2022
Form of Amendment No. 1 to 2024 Performance Share Agreement under the 2016 Long-Term Incentive Plan
8-K
1-7562
10.1October 11, 2024
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002)X
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002)X
Certification of the Chief Executive Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
Certification of the Chief Financial Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101
The following materials from The Gap, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders' Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements
X
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)X
_____________________________
† Indicates management contract or compensatory plan or arrangement.





24

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 thereunto duly authorized.
THE GAP, INC.
Date:November 26, 2024By/s/ Richard Dickson
Richard Dickson
President and Chief Executive Officer
(Principal Executive Officer)
Date:November 26, 2024By/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
25

Exhibit 31.1
CERTIFICATIONS
I, Richard Dickson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Gap, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:November 26, 2024
/s/ Richard Dickson
Richard Dickson
President and Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2
CERTIFICATIONS
I, Katrina O'Connell, certify that:

1.I have reviewed this quarterly report on Form 10-Q of The Gap, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:November 26, 2024
/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)



Exhibit 32.1

Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    In connection with the Quarterly Report of The Gap, Inc. (the “Company”) on Form 10-Q for the period ended November 2, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Dickson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:November 26, 2024
/s/ Richard Dickson
Richard Dickson
President and Chief Executive Officer
(Principal Executive Officer)

 




Exhibit 32.2

Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    In connection with the Quarterly Report of The Gap, Inc. (the “Company”) on Form 10-Q for the period ended November 2, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Katrina O'Connell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:November 26, 2024
/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


v3.24.3
Cover Page - shares
 9 Months Ended
Nov. 02, 2024
Nov. 19, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Nov. 02, 2024  
Document Transition Report false  
Entity File Number 1-7562  
Entity Registrant Name GAP, INC  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 94-1697231  
Entity Address, Address Line One Two Folsom Street  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94105  
City Area Code 415  
Local Phone Number 427-0100  
Title of 12(b) Security Common Stock, $0.05 par value  
Trading Symbol GAP  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   377,121,870
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0000039911  
Current Fiscal Year End Date --02-01  
Amendment Flag false  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
shares in Millions, $ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Current assets:      
Cash and cash equivalents $ 1,969 $ 1,873 $ 1,351
Short-term investments 250 0 0
Merchandise inventory 2,331 1,995 2,377
Other current assets 580 527 646
Total current assets 5,130 4,395 4,374
Property and equipment, net of accumulated depreciation 2,546 2,566 2,552
Operating Lease, Right-of-Use Asset 3,217 3,115 3,200
Other long-term assets 960 968 926
Total assets 11,853 11,044 11,052
Current liabilities:      
Accounts payable 1,523 1,349 1,433
Accrued expenses and other current liabilities 1,135 1,108 1,078
Operating Lease, Liability, Current 617 600 604
Income taxes payable 50 39 24
Total current liabilities 3,325 3,096 3,139
Long-term liabilities:      
Total long-term debt 1,489 1,488 1,488
Operating Lease, Liability, Noncurrent 3,360 3,353 3,456
Lease incentives and other long-term liabilities 544 512 509
Total long-term liabilities $ 5,393 $ 5,353 $ 5,453
Common stock, shares outstanding (in shares) 377 372 371
Stockholders' equity:      
Authorized 2,300 shares for all periods presented $ 19 $ 19 $ 18
Additional Paid in Capital 177 113 93
Retained earnings 2,889 2,420 2,291
Amounts reclassified from accumulated other comprehensive income 50 43 58
Total stockholders' equity 3,135 2,595 2,460
Liabilities and Equity $ 11,853 $ 11,044 $ 11,052
Common stock, shares issued (in shares) 377 372 371
Common stock, shares authorized (in shares) 2,300 2,300 2,300
Common stock, par value (in dollars per share) $ 0.05 $ 0.05 $ 0.05
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
shares in Millions, $ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Property and equipment, accumulated depreciation $ 4,985 $ 4,874 $ 4,890
Common stock, par value (in dollars per share) $ 0.05 $ 0.05 $ 0.05
Common stock, shares authorized (in shares) 2,300 2,300 2,300
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Net Sales $ 3,829 $ 3,767 $ 10,937 $ 10,591
Cost of goods sold and occupancy expenses 2,194 2,211 6,322 6,488
Gross profit 1,635 1,556 4,615 4,103
Operating Expenses 1,280 1,306 3,762 3,757
Operating income (loss) 355 250 853 346
Interest Expense 23 28 68 66
Interest income (29) (28) (80) (58)
Income (Loss) before income taxes 361 250 865 338
Income taxes 87 32 227 21
Net income (loss) $ 274 $ 218 $ 638 $ 317
Weighted-average number of shares - basic (in shares) 377 371 376 369
Weighted-average number of shares - diluted (in shares) 383 375 383 373
Earnings (loss) per share - basic (in dollars per share) $ 0.73 $ 0.59 $ 1.70 $ 0.86
Earnings (loss) per share - diluted (in dollars per share) $ 0.72 $ 0.58 $ 1.67 $ 0.85
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Net income (loss) $ 274 $ 218 $ 638 $ 317
Other comprehensive income (loss), net of tax:        
Foreign currency translation (3) 5 0 1
Change in fair value of derivative financial instruments, net of tax (tax benefit) 5 16 11 22
Reclassification adjustment for (gains) losses on derivative financial instruments, net of (tax) tax benefit (3) (7) (4) (13)
Other comprehensive income (loss), net of tax (1) 14 7 10
Comprehensive income (loss) $ 273 $ 232 $ 645 $ 327
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Change in fair value of derivative financial instruments, net of tax (tax benefit) $ 1 $ 1 $ 6 $ 3
Reclassification adjustment for (gains) losses on derivative financial instruments, net of (tax) tax benefit $ (1) $ 1 $ (6) $ 0
v3.24.3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
shares in Millions, $ in Millions
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Stock options
Common Stock [Member]
Stock Units [Member]
Common Stock [Member]
Common stock, shares issued (in shares)   366          
Stockholders' Equity Attributable to Parent $ 2,233 $ 18 $ 27 $ 2,140 $ 48    
Net income (loss) 317     317      
Other Comprehensive Income (Loss), Net of Tax 10       10    
Stock Issued During Period, Shares, Other           2 3
Stock Issued During Period, Value, Other 18 0 18        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (16) $ 0 (16)        
APIC, Share-based Payment Arrangement, Increase for Cost Recognition $ 64   64        
Common Stock, Dividends, Per Share, Declared $ 0.45            
Dividends, Cash $ (166)     (166)      
Common stock, shares issued (in shares)   369          
Stockholders' Equity Attributable to Parent 2,263 $ 18 73 2,128 44    
Net income (loss) 218     218      
Other Comprehensive Income (Loss), Net of Tax 14       14    
Stock Issued During Period, Shares, Other           1 1
Stock Issued During Period, Value, Other 5 0 5        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (5) $ 0 (5)        
APIC, Share-based Payment Arrangement, Increase for Cost Recognition $ 20   20        
Common Stock, Dividends, Per Share, Declared $ 0.15            
Dividends, Cash $ (55)     (55)      
Common stock, shares issued (in shares) 371 371          
Stockholders' Equity Attributable to Parent $ 2,460 $ 18 93 2,291 58    
Common stock, shares issued (in shares) 372 372          
Stockholders' Equity Attributable to Parent $ 2,595 $ 19 113 2,420 43    
Net income (loss) 638     638      
Other Comprehensive Income (Loss), Net of Tax 7       7    
Stock Issued During Period, Shares, Other           2 3
Stock Issued During Period, Value, Other 27 0 27        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (48) $ 0 (48)        
APIC, Share-based Payment Arrangement, Increase for Cost Recognition $ 85   85        
Common Stock, Dividends, Per Share, Declared $ 0.45            
Dividends, Cash $ (169)     (169)      
Common stock, shares issued (in shares)   376          
Stockholders' Equity Attributable to Parent 2,901 $ 19 159 2,672 51    
Net income (loss) 274     274      
Other Comprehensive Income (Loss), Net of Tax (1)       (1)    
Stock Issued During Period, Shares, Other           1 0
Stock Issued During Period, Value, Other 6 0 6        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (15) $ 0 (15)        
APIC, Share-based Payment Arrangement, Increase for Cost Recognition $ 27   27        
Common Stock, Dividends, Per Share, Declared $ 0.15            
Dividends, Cash $ (57)     (57)      
Common stock, shares issued (in shares) 377 377          
Stockholders' Equity Attributable to Parent $ 3,135 $ 19 $ 177 $ 2,889 $ 50    
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Cash flows from operating activities:    
Net income (loss) $ 638 $ 317
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 371 394
Share-based compensation 85 64
Non-cash and other items (4) 41
Gain (Loss) on Disposition of Property Plant Equipment 0 47
Deferred income taxes 17 (27)
Changes in operating assets and liabilities:    
Merchandise inventory (344) (5)
Other current assets and other long-term assets (35) 81
Accounts payable 156 133
Accrued expenses and other current liabilities 29 (11)
Income taxes payable, net of receivables and other tax-related items 50 50
Lease incentives and other long-term liabilities (18) (11)
Operating lease assets and liabilities, net (75) (147)
Net cash provided by (used for) operating activities 870 832
Cash flows from investing activities:    
Purchases of property and equipment (330) (288)
Net proceeds from sale of building 0 76
Purchases of short-term investments (343) 0
Proceeds from sales and maturities of short-term investments 97 0
Net proceeds from divestiture activity, net of cash paid 0 9
Net cash provided by (used for) investing activities (576) (203)
Cash flows from financing activities:    
Repayments of revolving credit facility 0 (350)
Proceeds from issuances under share-based compensation plans 27 18
Withholding tax payments related to vesting of stock units (48) (16)
Cash dividends paid (169) (166)
Other (3) (2)
Net cash provided by (used for) financing activities (193) (516)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (4) (7)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect 97 106
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents beginning of period 1,901 1,273
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period 1,998 1,379
Supplemental disclosure of cash flow information:    
Cash paid for interest during the period 61 72
Cash paid for income taxes during the period, net of refunds $ 173 $ (1)
v3.24.3
Accounting Policies
 9 Months Ended
Nov. 02, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Accounting Policies [Text Block] Accounting Policies
Basis of Presentation
In the opinion of The Gap, Inc. (the “Company,” “we,” and “our”) management, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments (except as otherwise disclosed) considered necessary to present fairly our financial position, results of operations, comprehensive income, stockholders' equity, and cash flows as of November 2, 2024 and October 28, 2023 and for all periods presented. The Condensed Consolidated Balance Sheet as of February 3, 2024 has been derived from our audited financial statements.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted from these interim financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. We suggest that you read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Additionally, these estimates and assumptions may change as a result of the impact of global economic conditions such as the uncertainty regarding global inflationary pressures, acts of terrorism or war, global credit and banking markets, and the geopolitical landscape including new legislation and the potential impacts of recent elections. We will continue to consider the impact of the global economic conditions on the assumptions and estimates used when preparing these Condensed Consolidated Financial Statements including inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, deferred revenue, and the impairment of long-lived assets. If the global economic conditions change beyond what is currently estimated by management, such future changes may have an adverse impact on the Company's results of operations and financial position.
Restricted Cash
As of November 2, 2024, February 3, 2024, and October 28, 2023, restricted cash primarily included consideration that serves as collateral for our insurance obligations and certain other obligations occurring in the normal course of business. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Cash and cash equivalents, per Condensed Consolidated Balance Sheets$1,969 $1,873 $1,351 
Restricted cash included in other long-term assets29 28 28 
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows$1,998 $1,901 $1,379 
Accounting Pronouncements
Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements and disclosures, based on current information.
Accounting Pronouncement Recently Adopted
ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations
In September 2022, the Financial Accounting Standards Board ("FASB") issued accounting standards update ("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the transparency of the use of supplier finance programs by requiring additional disclosures about the program’s nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The ASU does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. We adopted the required guidance on January 29, 2023. See Note 12 of Notes to Condensed Consolidated Financial Statements for information regarding our supply chain finance program.
Accounting Pronouncements Not Yet Adopted
ASU No. 2023-07, Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures. The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective retrospectively for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. We are currently assessing the impact that this ASU will have on the Company's disclosures.
ASU No. 2023-09, Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. The ASU is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact that this ASU will have on the Company's disclosures.
ASU No. 2024-03, Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The ASU is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied on either a prospective or retrospective basis. We are currently assessing the impact that this ASU will have on the Company's disclosures.
v3.24.3
Revenue - USD ($)
$ in Millions
 9 Months Ended
Nov. 02, 2024
Apr. 30, 2022
Revenue from Contract with Customer [Abstract]    
Liabilities, Other than Long-term Debt, Noncurrent   $ 60
Revenue from Contract with Customer [Text Block] Revenue
We disaggregate our net sales by channel and also by brand and region. Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise; the distribution center or store from which the products were shipped; or the region of the franchise or licensing partner.
Net sales disaggregated by channel are as follows:
13 Weeks Ended39 Weeks Ended
($ in millions)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Store and franchise sales$2,289 $2,331 $6,871 $6,771 
Online sales (1)1,540 1,436 4,066 3,820 
Total net sales$3,829 $3,767 $10,937 $10,591 
__________
(1)Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives.
Net sales disaggregated by brand and region are as follows:
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended November 2, 2024
U.S. (1)$1,949 $683 $406 $281 $21 $3,340 
Canada190 95 43 9 — 337 
Other regions11 121 20 — — 152 
Total$2,150 $899 $469 $290 $21 $3,829 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 28, 2023
U.S. (1)$1,917 $664 $398 $267 $15 $3,261 
Canada193 96 42 10 — 341 
Other regions16 127 20 2 — 165 
Total$2,126 $887 $460 $279 $15 $3,767 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended November 2, 2024
U.S. (1)$5,663 $1,775 $1,203 $926 $49 $9,616 
Canada495 238 122 29 — 884 
Other regions31 341 63 2 — 437 
Total$6,189 $2,354 $1,388 $957 $49 $10,937 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended October 28, 2023
U.S. (1)$5,353 $1,702 $1,187 $903 $29 $9,174 
Canada503 233 122 33 — 891 
Other regions59 399 63 5 — 526 
Total$5,915 $2,334 $1,372 $941 $29 $10,591 
__________
(1)U.S. includes the United States and Puerto Rico.
(2)Primarily consists of net sales from revenue-generating strategic initiatives.
We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, licensing agreements, outstanding loyalty points, and reimbursements of loyalty program discounts associated with our credit card agreement. For the 13 weeks ended November 2, 2024, the opening balance of deferred revenue for these obligations was $280 million, of which $95 million was recognized as revenue during the period. For the 39 weeks ended November 2, 2024, the opening balance of deferred revenue for these obligations was $337 million, of which $209 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $260 million as of November 2, 2024.
For the 13 weeks ended October 28, 2023, the opening balance of deferred revenue for these obligations was $327 million, of which $119 million was recognized as revenue during the period. For the 39 weeks ended October 28, 2023, the opening balance of deferred revenue for these obligations was $354 million, of which $227 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $315 million as of October 28, 2023.
In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a long-term credit card program. The Company received an upfront payment of $60 million related to the agreements prior to the program launch in May 2022, which is being recognized as revenue over the term of the agreements. We also receive revenue sharing from our credit card agreement for private label and co-branded credit cards.
  
v3.24.3
Income Taxes
 9 Months Ended
Nov. 02, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The effective income tax rate was 24.1 percent for the 13 weeks ended November 2, 2024, compared with 12.8 percent for the 13 weeks ended October 28, 2023. The increase is primarily due to changes in valuation allowances in the prior year.
The effective income tax rate was 26.2 percent for the 39 weeks ended November 2, 2024, compared with 6.2 percent for the 39 weeks ended October 28, 2023. The increase is primarily due to tax benefits recognized in the prior year from a U.S. transfer pricing settlement related to our sourcing activities, changes in valuation allowances in the prior year, current year increases to certain income tax reserves, and changes in the amount and mix of jurisdictional earnings, partially offset by a favorable impact from stock-based compensation.
v3.24.3
Debt and Credit Facilities
 9 Months Ended
Nov. 02, 2024
Debt Disclosure [Abstract]  
Debt and Credit Facilities Debt and Credit Facilities
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
2029 Notes$750 $750 $750 
2031 Notes750 750 750 
Less: Unamortized debt issuance costs(11)(12)(12)
Total long-term debt$1,489 $1,488 $1,488 
The scheduled maturity of the Senior Notes is as follows:
Scheduled Maturity ($ in millions)PrincipalInterest RateInterest Payments
October 1, 2029 (1)$750 3.625 %Semi-Annual
October 1, 2031 (2)750 3.875 %Semi-Annual
Total issuance$1,500 
__________
(1)On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
(2)Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
We have $1.5 billion aggregate principal amount of 3.625 percent senior notes due 2029 (“2029 Notes”) and 3.875 percent senior notes due 2031 (“2031 Notes”) (the 2029 Notes and the 2031 Notes, collectively, the “Senior Notes”). As of November 2, 2024, the aggregate estimated fair value of the Senior Notes was $1.31 billion and was based on the quoted market prices for each of the Senior Notes (level 1 inputs) as of the last business day of the fiscal quarter. The aggregate principal amount of the Senior Notes is recorded in long-term debt on the Condensed Consolidated Balance Sheets, net of the unamortized debt issuance costs.
We also have a senior secured asset-based revolving credit agreement (the "ABL Facility"), which has a $2.2 billion borrowing capacity and generally bears interest at a per annum rate based on Secured Overnight Financing Rate ("SOFR") (subject to a zero floor) plus a margin, depending on borrowing base availability. The ABL Facility is scheduled to expire in July 2027. The ABL Facility is available for working capital, capital expenditures, and other general corporate purposes.
There were no borrowings under the ABL Facility as of November 2, 2024, February 3, 2024, or October 28, 2023.
We also have the ability to issue letters of credit on our ABL Facility. As of November 2, 2024, we had $47 million in standby letters of credit issued under the ABL Facility.
v3.24.3
Fair Value Measurements
 9 Months Ended
Nov. 02, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques.
There were no material purchases, sales, issuances, or settlements related to recurring level 3 measurements for the 13 and 39 weeks ended November 2, 2024 or October 28, 2023.
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows:
  Fair Value Measurements at Reporting Date Using
($ in millions)November 2, 2024Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$8 $1 $7 $— 
Short-term investments250 130 120 — 
Derivative financial instruments19 — 19 — 
Deferred compensation plan assets38 38 — — 
Other assets4 — — 4 
Total$319 $169 $146 $4 
Liabilities:
Derivative financial instruments$1 $— $1 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)February 3, 2024Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$1 $— $1 $— 
Derivative financial instruments7 — 7 — 
Deferred compensation plan assets31 31 — — 
Other assets4 — — 4 
Total$43 $31 $8 $4 
Liabilities:
Derivative financial instruments$8 $— $8 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)October 28, 2023Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$1 $— $1 $— 
Derivative financial instruments34 — 34 — 
Deferred compensation plan assets31 31 — — 
Other assets4 — — 4 
Total$70 $31 $35 $4 
Liabilities:
Derivative financial instruments$— $— $— $— 
We have highly liquid fixed and variable income investments classified as cash equivalents and short-term investments. All highly liquid investments with original maturities of three months or less at the time of purchase are classified as cash and cash equivalents on the Condensed Consolidated Balance Sheets. Our cash equivalents are placed primarily in debt securities which are recorded at fair value using market prices for identical or similar assets and time deposits which are recorded at amortized cost. We also have highly liquid investments with original maturities of greater than three months and less than two years that are classified as short-term investments on the Condensed Consolidated Balance Sheet. These debt securities are also recorded at fair value using market prices for identical or similar assets.
There were no material realized or unrealized gains or losses or impairment charges related to short-term investments during the 13 and 39 weeks ended November 2, 2024.
Derivative financial instruments primarily include foreign exchange forward contracts. See Note 6 of Notes to Condensed Consolidated Financial Statements for information regarding currencies hedged against the U.S. dollar.
We maintain the Gap, Inc. Deferred Compensation Plan (“DCP”), which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee directors to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded in other long-term assets on the Condensed Consolidated Balance Sheets.
Nonfinancial Assets
We review the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of the long-lived assets is determined using level 3 inputs and based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the risk. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level.
There were no material impairment charges recorded for long-lived assets during the 13 and 39 weeks ended November 2, 2024 or October 28, 2023.
We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.
There were no impairment charges recorded for goodwill or other indefinite-lived intangible assets for the 13 and 39 weeks ended November 2, 2024 or October 28, 2023.
v3.24.3
Derivative Financial Instruments
 9 Months Ended
Nov. 02, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments Derivative Financial Instruments
We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into with large, reputable financial institutions that are monitored for counterparty risk. The currencies hedged against changes in the U.S. dollar are the Canadian dollar, Japanese yen, British pound, New Taiwan dollar, and Euro. Cash flows from derivative financial instruments are classified as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.
Derivative financial instruments are recorded at fair value on the Condensed Consolidated Balance Sheets as other current assets, other long-term assets, accrued expenses and other current liabilities, or other long-term liabilities.
Cash Flow Hedges
We designate foreign exchange forward contracts used to hedge forecasted merchandise purchases and related costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their local currencies as cash flow hedges. The foreign exchange forward contracts entered into to hedge forecasted merchandise purchases and related costs generally have terms of up to 24 months. The effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income (loss) and is recognized into net income during the period in which the underlying transaction impacts the Condensed Consolidated Statements of Operations.
Other Derivatives Not Designated as Hedging Instruments
We use foreign exchange forward contracts to hedge our market risk exposure associated with foreign currency exchange rate fluctuations for certain intercompany balances denominated in currencies other than the functional currency of the entity with the intercompany balance. The gain or loss on the derivative financial instruments that represent economic hedges, as well as the remeasurement impact of the underlying intercompany balances, is recorded in operating expenses on the Condensed Consolidated Statements of Operations in the same period and generally offset each other.
Outstanding Notional Amounts
We had foreign exchange forward contracts outstanding in the following notional amounts:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Derivatives designated as cash flow hedges$458 $381 $357 
Derivatives not designated as hedging instruments427 568 526 
Total$885 $949 $883 
Quantitative Disclosures about Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Derivatives designated as cash flow hedges:
Other current assets$10 $6 $13 
Other long-term assets1 — 2 
Accrued expenses and other current liabilities— 2 — 
Derivatives not designated as hedging instruments:
Other current assets8 1 19 
Accrued expenses and other current liabilities1 6 — 
Total derivatives in an asset position$19 $7 $34 
Total derivatives in a liability position$1 $8 $— 
The majority of the unrealized gains and losses from designated cash flow hedges as of November 2, 2024 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of November 2, 2024 shown above.
Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Condensed Consolidated Balance Sheets, and as such, the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements were not material for all periods presented.
See Note 5 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.
The pre-tax amounts recognized in net income related to derivative instruments are as follows:
Location and Amount of Gain
Recognized in Net Income
13 Weeks Ended
November 2, 2024		13 Weeks Ended
October 28, 2023
($ in millions)Cost of goods sold and occupancy expensesOperating expensesCost of goods sold and occupancy expensesOperating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded$2,194 $1,280 $2,211 $1,306 
Gain recognized in net income
Derivatives designated as cash flow hedges (4)— (6)— 
Derivatives not designated as hedging instruments— (4)— (27)
Total gain recognized in net income
$(4)$(4)$(6)$(27)
Location and Amount of Gain
Recognized in Net Income
39 Weeks Ended
November 2, 2024		39 Weeks Ended
October 28, 2023
($ in millions)Cost of goods sold and occupancy expenseOperating expensesCost of goods sold and occupancy expenseOperating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded$6,322 $3,762 $6,488 $3,757 
Gain recognized in net income
Derivatives designated as cash flow hedges (10)— (13)— 
Derivatives not designated as hedging instruments— (17)— (25)
Total gain recognized in net income
$(10)$(17)$(13)$(25)
v3.24.3
Share Repurchases
 9 Months Ended
Nov. 02, 2024
Disclosure Share Repurchase Activity [Abstract]  
Share Repurchases Share Repurchases
In February 2019, the Company's Board of Directors (the "Board") approved a $1.0 billion share repurchase authorization (the "February 2019 repurchase program"). There were no shares repurchased, excluding shares withheld to settle employee tax withholding payments related to the vesting of stock units, during the 13 and 39 weeks ended November 2, 2024 and October 28, 2023. The February 2019 repurchase program had $476 million remaining as of November 2, 2024. All common stock repurchased is immediately retired.
v3.24.3
Earnings (Loss) Per Share
 9 Months Ended
Nov. 02, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Weighted-average number of shares used for earnings per share is as follows:
 13 Weeks Ended39 Weeks Ended
(shares in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Weighted-average number of shares - basic377 371 376 369 
Common stock equivalents
6 4 7 4 
Weighted-average number of shares - diluted383 375 383 373 
The anti-dilutive shares related to stock options and other stock awards excluded from the computation of weighted-average number of shares – diluted were 2 million and 5 million for the 13 weeks ended November 2, 2024 and October 28, 2023, respectively, and 3 million and 6 million for the 39 weeks ended November 2, 2024 and October 28, 2023, respectively, as their inclusion would have an anti-dilutive effect on earnings per share.
v3.24.3
Commitments and Contingencies
 9 Months Ended
Nov. 02, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
We are a party to a variety of contractual agreements under which we may be obligated to indemnify the other party for certain matters. These contracts primarily relate to our commercial contracts, operating leases, trademarks, intellectual property, financial agreements, and various other agreements. Under these contracts, we may provide certain routine indemnifications relating to representations and warranties (e.g., ownership of assets, environmental or tax indemnifications), or personal injury matters. The terms of these indemnifications range in duration and may not be explicitly defined. Generally, the maximum obligation under such indemnifications is not explicitly stated, and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our Condensed Consolidated Financial Statements taken as a whole.
As a multinational company, we are subject to various proceedings, lawsuits, disputes, and claims ("Actions") arising in the ordinary course of our business. Many of these Actions raise complex factual and legal issues and are subject to uncertainties. As of November 2, 2024, Actions filed against us included commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages and some are covered in part by insurance. As of November 2, 2024, February 3, 2024, and October 28, 2023, we recorded a liability for an estimated loss if the outcome of an Action is expected to result in a loss that is considered probable and reasonably estimable. The liability recorded was not material for any individual Action or in total for all periods presented. Subsequent to November 2, 2024, and through the filing date of this Quarterly Report on Form 10-Q, no information has become available that indicates a change is required that would be material to our Condensed Consolidated Financial Statements taken as a whole.
We cannot predict with assurance the outcome of Actions brought against us. However, we do not believe that the outcome of any current Action would have a material effect on our Condensed Consolidated Financial Statements taken as a whole.
v3.24.3
Segment Information
 9 Months Ended
Nov. 02, 2024
Segment Reporting [Abstract]  
Segment Information Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of November 2, 2024, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each of our brands serves customer demand through our store and franchise channel and our online channel, leveraging our omni-channel capabilities that allow customers to shop seamlessly across all of our brands. We have determined that each of our operating segments share similar economic and other qualitative characteristics, and therefore the results of our operating segments are aggregated into one reportable segment as of November 2, 2024. We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments.
See Note 2 of Notes to Condensed Consolidated Financial Statements for disaggregation of revenue by channel and by brand and region.
v3.24.3
Divestitures
 9 Months Ended
Nov. 02, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure Divestitures
On November 7, 2022, we signed agreements to transition our Gap China and Gap Taiwan ("Gap Greater China") operations to a third party, Baozun Inc. ("Baozun"), to operate Gap Greater China stores and the in-market website as a franchise partner, subject to regulatory approvals and closing conditions. On January 31, 2023, the Gap China transaction closed with Baozun. The impact upon divestiture was not material to our results of operations for the 39 weeks ended October 28, 2023. The Gap Taiwan operations will continue to operate as usual until regulatory approvals and closing conditions are met.
v3.24.3
Supply Chain Finance Program
 9 Months Ended
Nov. 02, 2024
Supplier Finance Program Liabilities [Abstract]  
Supplier Finance Program Supply Chain Finance Program
Our voluntary supply chain finance ("SCF") program provides certain suppliers with the opportunity to sell their receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. We are not a party to the agreements between our suppliers and the financial institutions and our payment terms are not impacted by whether a supplier participates in the SCF program.
The Company's outstanding obligations under the SCF program were $350 million, $373 million, and $344 million as of November 2, 2024, February 3, 2024, and October 28, 2023, respectively, and were included in accounts payable on the Condensed Consolidated Balance Sheets.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Pay vs Performance Disclosure        
Net income (loss) $ 274 $ 218 $ 638 $ 317
v3.24.3
Insider Trading Arrangements - shares
 3 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Mark Breitbard [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement
On September 19, 2024, Mark Breitbard, President and CEO of Gap brand, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 964,990 shares of Gap Inc. common stock (all pursuant to unexercised stock options granted from 2017 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on December 31, 2025, or when all shares under the plan are sold.
  
Name Mark Breitbard  
Title President and CEO of Gap brand  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date September 19, 2024  
Julie Gruber [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement
On September 11, 2024, Julie Gruber, Chief Legal and Compliance Officer and Corporate Secretary, modified a trading plan previously adopted on August 29, 2023, intended to satisfy the affirmative defense of Rule 10b5-1(c). Previously, the plan provided for the sale of up to 417,892 shares of Gap Inc. common stock (including 161,804 shares pursuant to unexercised stock options granted from 2014 to 2022). 196,565 shares were sold under the plan before the modification date. As modified, up to 492,578 shares of Gap Inc. common stock may be sold under the plan (including 326,368 shares pursuant to unexercised stock options granted from 2015 to 2020). This figure does not include shares already sold under the plan. Unless otherwise terminated pursuant to its terms, the modified plan will still terminate on September 2, 2025, or when all shares under the plan are sold.
  
Name Julie Gruber  
Title Chief Legal and Compliance Officer and Corporate Secretary  
Rule 10b5-1 Arrangement Adopted true true
Adoption Date September 11, 2024 August 29, 2023
Aggregate Available 492,578 417,892
Chris Blakeslee [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement
On September 4, 2024, Chris Blakeslee, President and CEO of Athleta, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 103,246 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on August 29, 2025, or when all shares under the plan are sold.
  
Name Chris Blakeslee  
Title President and CEO of Athleta  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date September 4, 2024  
Aggregate Available 103,246  
Katrina O'Connell [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement
On September 3, 2024, Katrina O'Connell, Chief Financial Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 550,543 shares of Gap Inc. common stock (including 221,216 shares pursuant to unexercised stock options granted from 2015 to 2022). Unless otherwise terminated pursuant to its terms, the plan will terminate on September 3, 2025, or when all shares under the plan are sold.
  
Name Katrina O'Connell  
Title Chief Financial Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date September 3, 2024  
Aggregate Available 550,543  
Total pursuant to unexercised stock options [Member] | Mark Breitbard [Member]    
Trading Arrangements, by Individual    
Aggregate Available 964,990  
Total pursuant to unexercised stock options [Member] | Julie Gruber [Member]    
Trading Arrangements, by Individual    
Aggregate Available 326,368 161,804
Total pursuant to unexercised stock options [Member] | Katrina O'Connell [Member]    
Trading Arrangements, by Individual    
Aggregate Available 221,216  
v3.24.3
Accounting Policies (Tables)
 9 Months Ended
Nov. 02, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
As of November 2, 2024, February 3, 2024, and October 28, 2023, restricted cash primarily included consideration that serves as collateral for our insurance obligations and certain other obligations occurring in the normal course of business. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Cash and cash equivalents, per Condensed Consolidated Balance Sheets$1,969 $1,873 $1,351 
Restricted cash included in other long-term assets29 28 28 
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows$1,998 $1,901 $1,379 
v3.24.3
Revenue (Tables)
 9 Months Ended
Nov. 02, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue [Table Text Block]
Net sales disaggregated by channel are as follows:
13 Weeks Ended39 Weeks Ended
($ in millions)November 2, 2024October 28, 2023November 2, 2024October 28, 2023
Store and franchise sales$2,289 $2,331 $6,871 $6,771 
Online sales (1)1,540 1,436 4,066 3,820 
Total net sales$3,829 $3,767 $10,937 $10,591 
__________
(1)Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives.
Net Sales by Brand and Region
Net sales disaggregated by brand and region are as follows:
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended November 2, 2024
U.S. (1)$1,949 $683 $406 $281 $21 $3,340 
Canada190 95 43 9 — 337 
Other regions11 121 20 — — 152 
Total$2,150 $899 $469 $290 $21 $3,829 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 28, 2023
U.S. (1)$1,917 $664 $398 $267 $15 $3,261 
Canada193 96 42 10 — 341 
Other regions16 127 20 2 — 165 
Total$2,126 $887 $460 $279 $15 $3,767 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended November 2, 2024
U.S. (1)$5,663 $1,775 $1,203 $926 $49 $9,616 
Canada495 238 122 29 — 884 
Other regions31 341 63 2 — 437 
Total$6,189 $2,354 $1,388 $957 $49 $10,937 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended October 28, 2023
U.S. (1)$5,353 $1,702 $1,187 $903 $29 $9,174 
Canada503 233 122 33 — 891 
Other regions59 399 63 5 — 526 
Total$5,915 $2,334 $1,372 $941 $29 $10,591 
__________
(1)U.S. includes the United States and Puerto Rico.
(2)Primarily consists of net sales from revenue-generating strategic initiatives.
v3.24.3
Debt and Credit Facilities Long Term Debt (Tables)
 9 Months Ended
Nov. 02, 2024
Debt Disclosure [Abstract]  
Long Term Debt
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
2029 Notes$750 $750 $750 
2031 Notes750 750 750 
Less: Unamortized debt issuance costs(11)(12)(12)
Total long-term debt$1,489 $1,488 $1,488 
Schedule of Maturities of Long-term Debt [Table Text Block]
The scheduled maturity of the Senior Notes is as follows:
Scheduled Maturity ($ in millions)PrincipalInterest RateInterest Payments
October 1, 2029 (1)$750 3.625 %Semi-Annual
October 1, 2031 (2)750 3.875 %Semi-Annual
Total issuance$1,500 
__________
(1)On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
(2)Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
v3.24.3
Fair Value Measurements (Tables)
 9 Months Ended
Nov. 02, 2024
Fair Value Disclosures [Abstract]  
Financial Assets And Liabilities Measured At Fair Value On Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows:
  Fair Value Measurements at Reporting Date Using
($ in millions)November 2, 2024Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$8 $1 $7 $— 
Short-term investments250 130 120 — 
Derivative financial instruments19 — 19 — 
Deferred compensation plan assets38 38 — — 
Other assets4 — — 4 
Total$319 $169 $146 $4 
Liabilities:
Derivative financial instruments$1 $— $1 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)February 3, 2024Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$1 $— $1 $— 
Derivative financial instruments7 — 7 — 
Deferred compensation plan assets31 31 — — 
Other assets4 — — 4 
Total$43 $31 $8 $4 
Liabilities:
Derivative financial instruments$8 $— $8 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)October 28, 2023Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$1 $— $1 $— 
Derivative financial instruments34 — 34 — 
Deferred compensation plan assets31 31 — — 
Other assets4 — — 4 
Total$70 $31 $35 $4 
Liabilities:
Derivative financial instruments$— $— $— $— 
v3.24.3
Derivative Financial Instruments (Tables)
 9 Months Ended
Nov. 02, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Foreign Exchange Forward Contracts Outstanding
We had foreign exchange forward contracts outstanding in the following notional amounts:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Derivatives designated as cash flow hedges$458 $381 $357 
Derivatives not designated as hedging instruments427 568 526 
Total$885 $949 $883 
Fair Values of Asset and Liability Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
($ in millions)November 2,
2024		February 3,
2024		October 28,
2023
Derivatives designated as cash flow hedges:
Other current assets$10 $6 $13 
Other long-term assets1 — 2 
Accrued expenses and other current liabilities— 2 — 
Derivatives not designated as hedging instruments:
Other current assets8 1 19 
Accrued expenses and other current liabilities1 6 — 
Total derivatives in an asset position$19 $7 $34 
Total derivatives in a liability position$1 $8 $— 
Effects of Derivative Financial Instruments on OCI and Condensed Consolidated Statements of Income
The pre-tax amounts recognized in net income related to derivative instruments are as follows:
Location and Amount of Gain
Recognized in Net Income
13 Weeks Ended
November 2, 2024		13 Weeks Ended
October 28, 2023
($ in millions)Cost of goods sold and occupancy expensesOperating expensesCost of goods sold and occupancy expensesOperating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded$2,194 $1,280 $2,211 $1,306 
Gain recognized in net income
Derivatives designated as cash flow hedges (4)— (6)— 
Derivatives not designated as hedging instruments— (4)— (27)
Total gain recognized in net income
$(4)$(4)$(6)$(27)
Location and Amount of Gain
Recognized in Net Income
39 Weeks Ended
November 2, 2024		39 Weeks Ended
October 28, 2023
($ in millions)Cost of goods sold and occupancy expenseOperating expensesCost of goods sold and occupancy expenseOperating expenses
Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded$6,322 $3,762 $6,488 $3,757 
Gain recognized in net income
Derivatives designated as cash flow hedges (10)— (13)— 
Derivatives not designated as hedging instruments— (17)— (25)
Total gain recognized in net income
$(10)$(17)$(13)$(25)
v3.24.3
Earnings (Loss) Per Share (Tables)
 9 Months Ended
Nov. 02, 2024
Earnings Per Share [Abstract]  
Weighted-Average Number of Shares
Weighted-average number of shares used for earnings per share is as follows:
 13 Weeks Ended39 Weeks Ended
(shares in millions)November 2,
2024		October 28,
2023		November 2,
2024		October 28,
2023
Weighted-average number of shares - basic377 371 376 369 
Common stock equivalents
6 4 7 4 
Weighted-average number of shares - diluted383 375 383 373 
v3.24.3
Accounting Policies Supplemental Cash Flow Disclosures (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Jan. 28, 2023
Restricted Cash and Cash Equivalents Items [Line Items]        
Cash and cash equivalents $ 1,969 $ 1,873 $ 1,351  
Restricted Cash, Noncurrent 29 28 28  
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period 1,998 1,901 1,379 $ 1,273
Reconciliation of Cash Flow Cash, Cash Equiv. and Restricted Cash to Balance Sheet        
Restricted Cash and Cash Equivalents Items [Line Items]        
Cash and cash equivalents 1,969 1,873 1,351  
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period $ 1,998 $ 1,901 $ 1,379  
v3.24.3
Revenue Disaggregation (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Disaggregation of Revenue        
Revenues $ 3,829 $ 3,767 $ 10,937 $ 10,591
Store and Franchise Sales        
Disaggregation of Revenue        
Revenues 2,289 2,331 6,871 6,771
Online Sales        
Disaggregation of Revenue        
Revenues [1] $ 1,540 $ 1,436 $ 4,066 $ 3,820
[1] Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives.
v3.24.3
Net Sales by Brand and Region (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales $ 3,829 $ 3,767 $ 10,937 $ 10,591
Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 2,150 2,126 6,189 5,915
Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 899 887 2,354 2,334
Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 469 460 1,388 1,372
Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 290 279 957 941
Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1] 21 15 49 29
U.S.        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 3,340 3,261 9,616 9,174
U.S. | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 1,949 1,917 5,663 5,353
U.S. | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 683 664 1,775 1,702
U.S. | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 406 398 1,203 1,187
U.S. | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 281 267 926 903
U.S. | Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1],[2] 21 15 49 29
Canada        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 337 341 884 891
Canada | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 190 193 495 503
Canada | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 95 96 238 233
Canada | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 43 42 122 122
Canada | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 9 10 29 33
Canada | Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1] 0 0 0 0
Other Regions        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 152 165 437 526
Other Regions | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 11 16 31 59
Other Regions | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 121 127 341 399
Other Regions | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 20 20 63 63
Other Regions | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 0 2 2 5
Other Regions | Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1] $ 0 $ 0 $ 0 $ 0
[1] Primarily consists of net sales from revenue-generating strategic initiatives.
[2] U.S. includes the United States and Puerto Rico.
v3.24.3
Revenue - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Aug. 03, 2024
Feb. 03, 2024
Jul. 29, 2023
Jan. 28, 2023
Apr. 30, 2022
Revenue from Contract with Customer [Abstract]                  
Liabilities, Other than Long-term Debt, Noncurrent                 $ 60
Deferred Revenue, Revenue Recognized $ 95 $ 119 $ 209 $ 227          
Deferred Revenue, Current $ 260 $ 315 $ 260 $ 315 $ 280 $ 337 $ 327 $ 354  
v3.24.3
Income Taxes - Additional Information (Details)
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Income Tax Disclosure [Abstract]        
Effective Income Tax Rate, Percent 24.10% 12.80% 26.20% 6.20%
v3.24.3
Debt and Credit Facilities Long Term Debt (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Debt Instrument [Line Items]      
Notes $ 1,489 $ 1,488 $ 1,488
Total long-term debt 1,489 1,488 1,488
Unamortized Debt Issuance Expense (11) (12) (12)
Debt Instrument, Face Amount 1,500    
2029 Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 750 [1] 750 750
2031 Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 750 [2] $ 750 $ 750
[1] On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
[2] Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
v3.24.3
Debt and Credit Facilities Scheduled Maturity of Notes (Details) - USD ($)
$ in Millions
 9 Months Ended
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 1,500    
2031 Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 750 [1] $ 750 $ 750
Debt Instrument, Interest Rate, Stated Percentage 3.875%    
Debt Instrument, Payment Terms Semi-Annual    
2029 Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 750 [2] $ 750 $ 750
Debt Instrument, Interest Rate, Stated Percentage 3.625%    
Debt Instrument, Payment Terms Semi-Annual    
[1] Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
[2] On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
v3.24.3
Debt and Credit Facilities - Additional Information (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 1,500.0    
Estimated fair value 1,310.0    
2029 Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 750.0 [1] $ 750.0 $ 750.0
Debt Instrument, Interest Rate, Stated Percentage 3.625%    
2031 Notes [Member]      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 750.0 [2] 750.0 750.0
Debt Instrument, Interest Rate, Stated Percentage 3.875%    
ABL Facility [Member]      
Debt Instrument [Line Items]      
Line of Credit Facility, Maximum borrowing capacity $ 2,200.0    
Unsecured committed letter of credit amount 47.0    
Long-term Line of Credit $ 0.0 $ 0.0 $ 0.0
[1] On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
[2] Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
v3.24.3
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Assets:      
Cash equivalents $ 8 $ 1 $ 1
Short-term investments 250 0 0
Derivative financial instruments 19 7 34
Deferred compensation plan assets 38 31 31
Other Assets, Fair Value Disclosure 4 4 4
Total 319 43 70
Liabilities:      
Derivative financial instruments 1 8 0
Fair Value, Inputs, Level 1 [Member]      
Assets:      
Cash equivalents 1 0 0
Short-term investments 130    
Derivative financial instruments 0 0 0
Deferred compensation plan assets 38 31 31
Other Assets, Fair Value Disclosure 0 0 0
Total 169 31 31
Liabilities:      
Derivative financial instruments 0 0 0
Fair Value, Inputs, Level 2 [Member]      
Assets:      
Cash equivalents 7 1 1
Short-term investments 120    
Derivative financial instruments 19 7 34
Deferred compensation plan assets 0 0 0
Other Assets, Fair Value Disclosure 0 0 0
Total 146 8 35
Liabilities:      
Derivative financial instruments 1 8 0
Fair Value, Inputs, Level 3 [Member]      
Assets:      
Cash equivalents 0 0 0
Short-term investments 0    
Derivative financial instruments 0 0 0
Deferred compensation plan assets 0 0 0
Other Assets, Fair Value Disclosure 4 4 4
Total 4 4 4
Liabilities:      
Derivative financial instruments $ 0 $ 0 $ 0
v3.24.3
Fair Value Measurements - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Feb. 03, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Purchases, sales, issuances, or settlements related to recurring level 3 measurements $ 0 $ 0 $ 0 $ 0  
Short-term investments 250,000,000 $ 0 250,000,000 $ 0 $ 0
Debt Securities, Available-for-sale, Unrealized Gain (Loss) 0   0    
Debt Securities, Available-for-Sale, Realized Gain (Loss) $ 0   $ 0    
v3.24.3
Fair Value Measurements Impairments (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Long Lived Assets [Line Items]        
Goodwill, Impairment Loss $ 0 $ 0 $ 0 $ 0
Other indefinite-lived intangible assets impairment charges 0 0 0 0
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale 0   0  
Total Impairment Charges $ 0 $ 0 $ 0 $ 0
v3.24.3
Derivative Financial Instruments - Foreign Exchange Contracts Outstanding to Sell Various Currencies (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Derivative [Line Items]      
Derivative, Notional Amount $ 885 $ 949 $ 883
Derivatives in cash flow hedging relationships      
Derivative [Line Items]      
Derivative, Notional Amount 458 381 357
Not Designated as Hedging Instrument      
Derivative [Line Items]      
Derivative, Notional Amount $ 427 $ 568 $ 526
v3.24.3
Derivative Financial Instruments - Fair Values of Asset and Liability Derivative Financial Instruments (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets $ 19 $ 7 $ 34
Derivative financial instruments, liabilities 1 8 0
Foreign Exchange Forward Contract      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 19 7 34
Derivative financial instruments, liabilities 1 8 0
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Other Current Assets [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 10 6 13
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Other Assets [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 1 0 2
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Accrued Liabilities Current [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, liabilities 0 2 0
Not Designated as Hedging Instrument | Foreign Exchange Forward Contract | Other Current Assets [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 8 1 19
Not Designated as Hedging Instrument | Foreign Exchange Forward Contract | Accrued Liabilities Current [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, liabilities $ 1 $ 6 $ 0
v3.24.3
Derivative Financial Instruments - Effects Of Derivative Financial Instruments On OCI And Condensed Consolidated Statements Of Income (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Derivative Instruments, (Gain) Loss [Line Items]        
Cost of goods sold and occupancy expenses $ 2,194 $ 2,211 $ 6,322 $ 6,488
Operating Expenses 1,280 1,306 3,762 3,757
Cost of Goods Sold and Occupancy Expense        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net (4) (6) (10) (13)
Operating Expenses [Member]        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net (4) (27) (17) (25)
Foreign Exchange Forward Contract | Cost of Goods Sold and Occupancy Expense | Not Designated as Hedging Instrument        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net 0 0 0 0
Foreign Exchange Forward Contract | Cost of Goods Sold and Occupancy Expense | Derivatives in cash flow hedging relationships        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net (4) (6) (10) (13)
Foreign Exchange Forward Contract | Operating Expenses [Member] | Not Designated as Hedging Instrument        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net (4) (27) (17) (25)
Foreign Exchange Forward Contract | Operating Expenses [Member] | Derivatives in cash flow hedging relationships        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net $ 0 $ 0 $ 0 $ 0
v3.24.3
Derivative Financial Instruments - Additional Information (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Derivative [Line Items]      
Amounts Subject to Enforceable Master Netting Arrangements $ 0 $ 0 $ 0
v3.24.3
Share Repurchase Activity (Details) - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Feb. 26, 2019
Disclosure Share Repurchase Activity [Abstract]          
Number of shares repurchased 0.0 0.0 0.0 0.0  
Stock Repurchase Program, Authorized Amount         $ 1,000
Share repurchases, remaining amount $ 476   $ 476    
v3.24.3
Earnings (Loss) Per Share - Weighted Average Number of Shares (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Earnings Per Share [Abstract]        
Weighted-average number of shares - basic (in shares) 377 371 376 369
Common stock equivalents (in shares) 6 4 7 4
Weighted-average number of shares - diluted (in shares) 383 375 383 373
v3.24.3
Earnings (Loss) Per Share - Additional Information (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Nov. 02, 2024
Oct. 28, 2023
Earnings Per Share [Abstract]        
Shares excluded from the computations of weighted-average number of shares - diluted 2 5 3 6
v3.24.3
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Commitments and Contingencies [Line Items]      
Loss Contingency, Estimate of Possible Loss $ 0 $ 0 $ 0
v3.24.3
Segment Information - Additional Information (Details)
 9 Months Ended
Nov. 02, 2024
Segment
Segment Reporting [Abstract]  
Number of reportable segments (in segments) 1
v3.24.3
Divestitures - Additional Information (Details) - USD ($)
$ in Millions
 9 Months Ended
Nov. 02, 2024
Oct. 28, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net proceeds from sale of building $ 0 $ 76
Gain (Loss) on Disposition of Property Plant Equipment $ 0 $ 47
v3.24.3
Supply Chain Finance Program (Details) - USD ($)
$ in Millions
Nov. 02, 2024
Feb. 03, 2024
Oct. 28, 2023
Supplier Finance Program Liabilities [Abstract]      
Supplier Finance Program, Obligation, Current $ 350 $ 373 $ 344
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