FALSE2023Q30000039911February 300000399112023-01-292023-10-2800000399112023-11-14xbrli:shares00000399112023-10-28iso4217:USD00000399112023-01-2800000399112022-10-29iso4217:USDxbrli:shares00000399112023-07-302023-10-2800000399112022-07-312022-10-2900000399112022-01-302022-10-290000039911us-gaap:CommonStockMember2023-07-290000039911us-gaap:AdditionalPaidInCapitalMember2023-07-290000039911us-gaap:RetainedEarningsMember2023-07-290000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-2900000399112023-07-290000039911us-gaap:RetainedEarningsMember2023-07-302023-10-280000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-302023-10-280000039911us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2023-07-302023-10-280000039911us-gaap:CommonStockMember2023-07-302023-10-280000039911us-gaap:AdditionalPaidInCapitalMember2023-07-302023-10-280000039911gps:StockUnitsMemberus-gaap:CommonStockMember2023-07-302023-10-280000039911us-gaap:CommonStockMember2023-10-280000039911us-gaap:AdditionalPaidInCapitalMember2023-10-280000039911us-gaap:RetainedEarningsMember2023-10-280000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-10-280000039911us-gaap:CommonStockMember2022-07-300000039911us-gaap:AdditionalPaidInCapitalMember2022-07-300000039911us-gaap:RetainedEarningsMember2022-07-300000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-3000000399112022-07-300000039911us-gaap:RetainedEarningsMember2022-07-312022-10-290000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-312022-10-290000039911us-gaap:CommonStockMember2022-07-312022-10-290000039911us-gaap:AdditionalPaidInCapitalMember2022-07-312022-10-290000039911us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2022-07-312022-10-290000039911gps:StockUnitsMemberus-gaap:CommonStockMember2022-07-312022-10-290000039911us-gaap:CommonStockMember2022-10-290000039911us-gaap:AdditionalPaidInCapitalMember2022-10-290000039911us-gaap:RetainedEarningsMember2022-10-290000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-10-290000039911us-gaap:CommonStockMember2023-01-280000039911us-gaap:AdditionalPaidInCapitalMember2023-01-280000039911us-gaap:RetainedEarningsMember2023-01-280000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-280000039911us-gaap:RetainedEarningsMember2023-01-292023-10-280000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-292023-10-280000039911us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2023-01-292023-10-280000039911us-gaap:CommonStockMember2023-01-292023-10-280000039911us-gaap:AdditionalPaidInCapitalMember2023-01-292023-10-280000039911gps:StockUnitsMemberus-gaap:CommonStockMember2023-01-292023-10-280000039911us-gaap:CommonStockMember2022-01-290000039911us-gaap:AdditionalPaidInCapitalMember2022-01-290000039911us-gaap:RetainedEarningsMember2022-01-290000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-2900000399112022-01-290000039911us-gaap:RetainedEarningsMember2022-01-302022-10-290000039911us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-302022-10-290000039911us-gaap:CommonStockMember2022-01-302022-10-290000039911us-gaap:AdditionalPaidInCapitalMember2022-01-302022-10-290000039911us-gaap:EmployeeStockOptionMemberus-gaap:CommonStockMember2022-01-302022-10-290000039911gps:StockUnitsMemberus-gaap:CommonStockMember2022-01-302022-10-290000039911gps:ReconciliationOfCashFlowCashCashEquivAndRestrictedCashToBalanceSheetMember2023-10-280000039911gps:ReconciliationOfCashFlowCashCashEquivAndRestrictedCashToBalanceSheetMember2023-01-280000039911gps:ReconciliationOfCashFlowCashCashEquivAndRestrictedCashToBalanceSheetMember2022-10-290000039911gps:StoreAndFranchiseSalesMember2023-07-302023-10-280000039911gps:StoreAndFranchiseSalesMember2022-07-312022-10-290000039911gps:StoreAndFranchiseSalesMember2023-01-292023-10-280000039911gps:StoreAndFranchiseSalesMember2022-01-302022-10-290000039911gps:OnlineSalesMember2023-07-302023-10-280000039911gps:OnlineSalesMember2022-07-312022-10-290000039911gps:OnlineSalesMember2023-01-292023-10-280000039911gps:OnlineSalesMember2022-01-302022-10-290000039911gps:OldNavyMembercountry:US2023-07-302023-10-280000039911gps:GapMembercountry:US2023-07-302023-10-280000039911gps:BananaRepublicMembercountry:US2023-07-302023-10-280000039911country:USgps:AthletaMember2023-07-302023-10-280000039911country:USgps:OtherentitiesMember2023-07-302023-10-280000039911country:US2023-07-302023-10-280000039911gps:OldNavyMembercountry:CA2023-07-302023-10-280000039911gps:GapMembercountry:CA2023-07-302023-10-280000039911gps:BananaRepublicMembercountry:CA2023-07-302023-10-280000039911gps:AthletaMembercountry:CA2023-07-302023-10-280000039911gps:OtherentitiesMembercountry:CA2023-07-302023-10-280000039911country:CA2023-07-302023-10-280000039911gps:OldNavyMembersrt:EuropeMember2023-07-302023-10-280000039911gps:GapMembersrt:EuropeMember2023-07-302023-10-280000039911gps:BananaRepublicMembersrt:EuropeMember2023-07-302023-10-280000039911gps:AthletaMembersrt:EuropeMember2023-07-302023-10-280000039911gps:OtherentitiesMembersrt:EuropeMember2023-07-302023-10-280000039911srt:EuropeMember2023-07-302023-10-280000039911gps:OldNavyMembersrt:AsiaMember2023-07-302023-10-280000039911gps:GapMembersrt:AsiaMember2023-07-302023-10-280000039911gps:BananaRepublicMembersrt:AsiaMember2023-07-302023-10-280000039911srt:AsiaMembergps:AthletaMember2023-07-302023-10-280000039911srt:AsiaMembergps:OtherentitiesMember2023-07-302023-10-280000039911srt:AsiaMember2023-07-302023-10-280000039911gps:OtherRegionsMembergps:OldNavyMember2023-07-302023-10-280000039911gps:OtherRegionsMembergps:GapMember2023-07-302023-10-280000039911gps:OtherRegionsMembergps:BananaRepublicMember2023-07-302023-10-280000039911gps:OtherRegionsMembergps:AthletaMember2023-07-302023-10-280000039911gps:OtherRegionsMembergps:OtherentitiesMember2023-07-302023-10-280000039911gps:OtherRegionsMember2023-07-302023-10-280000039911gps:OldNavyMember2023-07-302023-10-280000039911gps:GapMember2023-07-302023-10-280000039911gps:BananaRepublicMember2023-07-302023-10-280000039911gps:AthletaMember2023-07-302023-10-280000039911gps:OtherentitiesMember2023-07-302023-10-280000039911gps:OldNavyMembercountry:US2022-07-312022-10-290000039911gps:GapMembercountry:US2022-07-312022-10-290000039911gps:BananaRepublicMembercountry:US2022-07-312022-10-290000039911country:USgps:AthletaMember2022-07-312022-10-290000039911country:USgps:OtherentitiesMember2022-07-312022-10-290000039911country:US2022-07-312022-10-290000039911gps:OldNavyMembercountry:CA2022-07-312022-10-290000039911gps:GapMembercountry:CA2022-07-312022-10-290000039911gps:BananaRepublicMembercountry:CA2022-07-312022-10-290000039911gps:AthletaMembercountry:CA2022-07-312022-10-290000039911gps:OtherentitiesMembercountry:CA2022-07-312022-10-290000039911country:CA2022-07-312022-10-290000039911gps:OldNavyMembersrt:EuropeMember2022-07-312022-10-290000039911gps:GapMembersrt:EuropeMember2022-07-312022-10-290000039911gps:BananaRepublicMembersrt:EuropeMember2022-07-312022-10-290000039911gps:AthletaMembersrt:EuropeMember2022-07-312022-10-290000039911gps:OtherentitiesMembersrt:EuropeMember2022-07-312022-10-290000039911srt:EuropeMember2022-07-312022-10-290000039911gps:OldNavyMembersrt:AsiaMember2022-07-312022-10-290000039911gps:GapMembersrt:AsiaMember2022-07-312022-10-290000039911gps:BananaRepublicMembersrt:AsiaMember2022-07-312022-10-290000039911srt:AsiaMembergps:AthletaMember2022-07-312022-10-290000039911srt:AsiaMembergps:OtherentitiesMember2022-07-312022-10-290000039911srt:AsiaMember2022-07-312022-10-290000039911gps:OtherRegionsMembergps:OldNavyMember2022-07-312022-10-290000039911gps:OtherRegionsMembergps:GapMember2022-07-312022-10-290000039911gps:OtherRegionsMembergps:BananaRepublicMember2022-07-312022-10-290000039911gps:OtherRegionsMembergps:AthletaMember2022-07-312022-10-290000039911gps:OtherRegionsMembergps:OtherentitiesMember2022-07-312022-10-290000039911gps:OtherRegionsMember2022-07-312022-10-290000039911gps:OldNavyMember2022-07-312022-10-290000039911gps:GapMember2022-07-312022-10-290000039911gps:BananaRepublicMember2022-07-312022-10-290000039911gps:AthletaMember2022-07-312022-10-290000039911gps:OtherentitiesMember2022-07-312022-10-290000039911gps:OldNavyMembercountry:US2023-01-292023-10-280000039911gps:GapMembercountry:US2023-01-292023-10-280000039911gps:BananaRepublicMembercountry:US2023-01-292023-10-280000039911country:USgps:AthletaMember2023-01-292023-10-280000039911country:USgps:OtherentitiesMember2023-01-292023-10-280000039911country:US2023-01-292023-10-280000039911gps:OldNavyMembercountry:CA2023-01-292023-10-280000039911gps:GapMembercountry:CA2023-01-292023-10-280000039911gps:BananaRepublicMembercountry:CA2023-01-292023-10-280000039911gps:AthletaMembercountry:CA2023-01-292023-10-280000039911gps:OtherentitiesMembercountry:CA2023-01-292023-10-280000039911country:CA2023-01-292023-10-280000039911gps:OldNavyMembersrt:EuropeMember2023-01-292023-10-280000039911gps:GapMembersrt:EuropeMember2023-01-292023-10-280000039911gps:BananaRepublicMembersrt:EuropeMember2023-01-292023-10-280000039911gps:AthletaMembersrt:EuropeMember2023-01-292023-10-280000039911gps:OtherentitiesMembersrt:EuropeMember2023-01-292023-10-280000039911srt:EuropeMember2023-01-292023-10-280000039911gps:OldNavyMembersrt:AsiaMember2023-01-292023-10-280000039911gps:GapMembersrt:AsiaMember2023-01-292023-10-280000039911gps:BananaRepublicMembersrt:AsiaMember2023-01-292023-10-280000039911srt:AsiaMembergps:AthletaMember2023-01-292023-10-280000039911srt:AsiaMembergps:OtherentitiesMember2023-01-292023-10-280000039911srt:AsiaMember2023-01-292023-10-280000039911gps:OtherRegionsMembergps:OldNavyMember2023-01-292023-10-280000039911gps:OtherRegionsMembergps:GapMember2023-01-292023-10-280000039911gps:OtherRegionsMembergps:BananaRepublicMember2023-01-292023-10-280000039911gps:OtherRegionsMembergps:AthletaMember2023-01-292023-10-280000039911gps:OtherRegionsMembergps:OtherentitiesMember2023-01-292023-10-280000039911gps:OtherRegionsMember2023-01-292023-10-280000039911gps:OldNavyMember2023-01-292023-10-280000039911gps:GapMember2023-01-292023-10-280000039911gps:BananaRepublicMember2023-01-292023-10-280000039911gps:AthletaMember2023-01-292023-10-280000039911gps:OtherentitiesMember2023-01-292023-10-280000039911gps:OldNavyMembercountry:US2022-01-302022-10-290000039911gps:GapMembercountry:US2022-01-302022-10-290000039911gps:BananaRepublicMembercountry:US2022-01-302022-10-290000039911country:USgps:AthletaMember2022-01-302022-10-290000039911country:USgps:OtherentitiesMember2022-01-302022-10-290000039911country:US2022-01-302022-10-290000039911gps:OldNavyMembercountry:CA2022-01-302022-10-290000039911gps:GapMembercountry:CA2022-01-302022-10-290000039911gps:BananaRepublicMembercountry:CA2022-01-302022-10-290000039911gps:AthletaMembercountry:CA2022-01-302022-10-290000039911gps:OtherentitiesMembercountry:CA2022-01-302022-10-290000039911country:CA2022-01-302022-10-290000039911gps:OldNavyMembersrt:EuropeMember2022-01-302022-10-290000039911gps:GapMembersrt:EuropeMember2022-01-302022-10-290000039911gps:BananaRepublicMembersrt:EuropeMember2022-01-302022-10-290000039911gps:AthletaMembersrt:EuropeMember2022-01-302022-10-290000039911gps:OtherentitiesMembersrt:EuropeMember2022-01-302022-10-290000039911srt:EuropeMember2022-01-302022-10-290000039911gps:OldNavyMembersrt:AsiaMember2022-01-302022-10-290000039911gps:GapMembersrt:AsiaMember2022-01-302022-10-290000039911gps:BananaRepublicMembersrt:AsiaMember2022-01-302022-10-290000039911srt:AsiaMembergps:AthletaMember2022-01-302022-10-290000039911srt:AsiaMembergps:OtherentitiesMember2022-01-302022-10-290000039911srt:AsiaMember2022-01-302022-10-290000039911gps:OtherRegionsMembergps:OldNavyMember2022-01-302022-10-290000039911gps:OtherRegionsMembergps:GapMember2022-01-302022-10-290000039911gps:OtherRegionsMembergps:BananaRepublicMember2022-01-302022-10-290000039911gps:OtherRegionsMembergps:AthletaMember2022-01-302022-10-290000039911gps:OtherRegionsMembergps:OtherentitiesMember2022-01-302022-10-290000039911gps:OtherRegionsMember2022-01-302022-10-290000039911gps:OldNavyMember2022-01-302022-10-290000039911gps:GapMember2022-01-302022-10-290000039911gps:BananaRepublicMember2022-01-302022-10-290000039911gps:AthletaMember2022-01-302022-10-290000039911gps:OtherentitiesMember2022-01-302022-10-2900000399112022-04-300000039911us-gaap:EmployeeSeveranceMembergps:CostOfGoodsSoldAndOccupancyExpenseMember2023-07-302023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:EmployeeSeveranceMember2023-07-302023-10-280000039911us-gaap:EmployeeSeveranceMember2023-07-302023-10-280000039911us-gaap:EmployeeSeveranceMembergps:CostOfGoodsSoldAndOccupancyExpenseMember2023-01-292023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:EmployeeSeveranceMember2023-01-292023-10-280000039911us-gaap:EmployeeSeveranceMember2023-01-292023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:OtherRestructuringMember2023-07-302023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:OtherRestructuringMember2023-07-302023-10-280000039911us-gaap:OtherRestructuringMember2023-07-302023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:OtherRestructuringMember2023-01-292023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:OtherRestructuringMember2023-01-292023-10-280000039911us-gaap:OtherRestructuringMember2023-01-292023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMember2023-07-302023-10-280000039911us-gaap:OperatingExpenseMember2023-07-302023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMember2023-01-292023-10-280000039911us-gaap:OperatingExpenseMember2023-01-292023-10-280000039911us-gaap:EmployeeSeveranceMember2023-01-280000039911us-gaap:OtherRestructuringMember2023-01-280000039911us-gaap:EmployeeSeveranceMembergps:ChargesThatWillBeSettledWithCashPaymentsMember2023-01-292023-04-290000039911gps:ChargesThatWillBeSettledWithCashPaymentsMemberus-gaap:OtherRestructuringMember2023-01-292023-04-290000039911gps:ChargesThatWillBeSettledWithCashPaymentsMember2023-01-292023-04-290000039911us-gaap:EmployeeSeveranceMember2023-01-292023-04-290000039911us-gaap:OtherRestructuringMember2023-01-292023-04-2900000399112023-01-292023-04-290000039911us-gaap:EmployeeSeveranceMember2023-04-290000039911us-gaap:OtherRestructuringMember2023-04-2900000399112023-04-290000039911us-gaap:EmployeeSeveranceMembergps:ChargesThatWillBeSettledWithCashPaymentsMember2023-04-302023-07-290000039911gps:ChargesThatWillBeSettledWithCashPaymentsMemberus-gaap:OtherRestructuringMember2023-04-302023-07-290000039911gps:ChargesThatWillBeSettledWithCashPaymentsMember2023-04-302023-07-290000039911us-gaap:EmployeeSeveranceMember2023-04-302023-07-290000039911us-gaap:OtherRestructuringMember2023-04-302023-07-2900000399112023-04-302023-07-290000039911us-gaap:EmployeeSeveranceMember2023-07-290000039911us-gaap:OtherRestructuringMember2023-07-290000039911us-gaap:EmployeeSeveranceMembergps:ChargesThatWillBeSettledWithCashPaymentsMember2023-07-302023-10-280000039911gps:ChargesThatWillBeSettledWithCashPaymentsMemberus-gaap:OtherRestructuringMember2023-07-302023-10-280000039911gps:ChargesThatWillBeSettledWithCashPaymentsMember2023-07-302023-10-280000039911us-gaap:EmployeeSeveranceMember2023-10-280000039911us-gaap:OtherRestructuringMember2023-10-28xbrli:pure0000039911gps:A2029NotesMember2023-10-280000039911gps:A2029NotesMember2023-01-280000039911gps:A2029NotesMember2022-10-290000039911gps:A2031NotesMember2023-10-280000039911gps:A2031NotesMember2023-01-280000039911gps:A2031NotesMember2022-10-290000039911gps:A2029NotesMember2023-01-292023-10-280000039911gps:A2031NotesMember2023-01-292023-10-280000039911gps:PreviousABLFacilityMembergps:ABLFacilityMember2022-07-300000039911gps:ABLFacilityMember2023-10-280000039911gps:ABLFacilityMember2022-10-290000039911gps:ABLFacilityMember2023-01-280000039911gps:ABLFacilityMember2023-07-290000039911us-gaap:FairValueInputsLevel1Member2023-10-280000039911us-gaap:FairValueInputsLevel2Member2023-10-280000039911us-gaap:FairValueInputsLevel3Member2023-10-280000039911us-gaap:FairValueInputsLevel1Member2023-01-280000039911us-gaap:FairValueInputsLevel2Member2023-01-280000039911us-gaap:FairValueInputsLevel3Member2023-01-280000039911us-gaap:FairValueInputsLevel1Member2022-10-290000039911us-gaap:FairValueInputsLevel2Member2022-10-290000039911us-gaap:FairValueInputsLevel3Member2022-10-290000039911gps:StoreAssetsMember2022-01-302022-10-290000039911gps:OperatingleaseImpairmentMember2022-01-302022-10-290000039911gps:StoreAssetsMember2022-10-290000039911gps:OperatingleaseImpairmentMember2022-10-290000039911us-gaap:CashFlowHedgingMember2023-10-280000039911us-gaap:CashFlowHedgingMember2023-01-280000039911us-gaap:CashFlowHedgingMember2022-10-290000039911us-gaap:NondesignatedMember2023-10-280000039911us-gaap:NondesignatedMember2023-01-280000039911us-gaap:NondesignatedMember2022-10-290000039911us-gaap:OtherCurrentAssetsMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-10-280000039911us-gaap:OtherCurrentAssetsMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-01-280000039911us-gaap:OtherCurrentAssetsMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-10-290000039911us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherAssetsMember2023-10-280000039911us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherAssetsMember2023-01-280000039911us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherAssetsMember2022-10-290000039911us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMembergps:AccruedLiabilitiesCurrentMember2023-10-280000039911us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMembergps:AccruedLiabilitiesCurrentMember2023-01-280000039911us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMembergps:AccruedLiabilitiesCurrentMember2022-10-290000039911gps:LeaseIncentiveAndOtherLongTermLiabilitiesMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-10-280000039911gps:LeaseIncentiveAndOtherLongTermLiabilitiesMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-01-280000039911gps:LeaseIncentiveAndOtherLongTermLiabilitiesMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-10-290000039911us-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2023-10-280000039911us-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2023-01-280000039911us-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2022-10-290000039911us-gaap:ForeignExchangeContractMembergps:AccruedLiabilitiesCurrentMemberus-gaap:NondesignatedMember2023-10-280000039911us-gaap:ForeignExchangeContractMembergps:AccruedLiabilitiesCurrentMemberus-gaap:NondesignatedMember2023-01-280000039911us-gaap:ForeignExchangeContractMembergps:AccruedLiabilitiesCurrentMemberus-gaap:NondesignatedMember2022-10-290000039911us-gaap:ForeignExchangeContractMember2023-10-280000039911us-gaap:ForeignExchangeContractMember2023-01-280000039911us-gaap:ForeignExchangeContractMember2022-10-290000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-07-302023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-07-302023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-07-312022-10-290000039911us-gaap:OperatingExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-07-312022-10-290000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2023-07-302023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2023-07-302023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2022-07-312022-10-290000039911us-gaap:OperatingExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2022-07-312022-10-290000039911gps:CostOfGoodsSoldAndOccupancyExpenseMember2022-07-312022-10-290000039911us-gaap:OperatingExpenseMember2022-07-312022-10-290000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-01-292023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2023-01-292023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-01-302022-10-290000039911us-gaap:OperatingExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-01-302022-10-290000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2023-01-292023-10-280000039911us-gaap:OperatingExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2023-01-292023-10-280000039911gps:CostOfGoodsSoldAndOccupancyExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2022-01-302022-10-290000039911us-gaap:OperatingExpenseMemberus-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2022-01-302022-10-290000039911gps:CostOfGoodsSoldAndOccupancyExpenseMember2022-01-302022-10-290000039911us-gaap:OperatingExpenseMember2022-01-302022-10-2900000399112019-02-26gps:Segment0000039911gps:DistributionCenterMember2022-07-312022-10-290000039911us-gaap:CollateralPledgedMember2022-10-290000039911us-gaap:CollateralPledgedMember2023-10-280000039911us-gaap:CollateralPledgedMember2023-01-280000039911gps:JulieGruberMember2023-07-302023-10-280000039911gps:JulieGruberMember2023-10-280000039911gps:KatrinaOConnellMember2023-07-302023-10-280000039911gps:KatrinaOConnellMember2023-10-28

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 October 28, 2023
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 valueGPSThe 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 14, 2023 was 370,833,344.


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 new credit card program agreements with Barclays and Mastercard;
•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;
•our arrangements with third parties to operate stores and websites selling apparel and related products under our brand names;
•our plans to rationalize the Gap and Banana Republic store fleet by reducing the number of Gap and Banana Republic stores in North America;
•managing inventory to facilitate margin recovery and optimizing our cost structure with operational and financial rigor;
•reinvigorating our brands to drive relevance and an engaging omni-channel experience;
•creating trend-right product assortments while driving creative excellence and delivering consistent product with storytelling that excites our customers;
•rationalizing the Gap and Banana Republic store fleet;
•attracting and retaining strong talent in our businesses and functions;
•continuing to integrate social and environmental sustainability into business practices to support long-term growth;
•our ability to supplement near-term liquidity, if necessary, with the ABL Facility or other available market instruments;
•the impact of seasonality and global economic conditions on certain asset and liability accounts as well as cash inflows and outflows;
•the ability of our cash flows from our operations, current balances of cash and cash equivalents, 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 Item 2 of Part 1 of this Form 10-Q below;
•our dividend policy, including the potential timing and amounts of future dividends;
•the impact of reductions in our credit ratings on our interest expense on future borrowings; and
•the impact of changes in internal control over financial reporting, including the impact of our restructuring plan on our 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:
•the overall global economic and geopolitical environment and the impact on consumer spending patterns;
•the risk that we fail to maintain, enhance, and protect our brand image and reputation;
•the highly competitive nature of our business in the United States and internationally;
•the risk that we may be unable to manage or protect our inventory effectively and the resulting impact on our gross margins, sales, and results of operations;
•the risk that we fail to manage key executive succession and retention and to continue to attract and retain qualified personnel;
•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 risk that restructuring our business may not generate the intended benefits and projected cost savings to the extent or on the timeline as expected;


•the risk that inflationary pressures continue to negatively impact gross margins or that we are unable to pass along price increases;
•the risks to our business, including our costs and 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 trade matters could increase the cost or reduce the supply of apparel available to us;
•reductions in income and cash flow from our credit card arrangement related to our private label and co-branded credit cards;
•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 franchisees and licensees could impair the value of our brands or fail to make payments for which we are liable;
•natural disasters, public health crises, political crises, negative global climate patterns, or other catastrophic events;
•acts of terrorism or war, including the conflict between Russia and Ukraine and the conflict in Israel, and the impact on global market stability;
•the risk that our investments in customer, digital, and omni-channel shopping initiatives may not deliver the results we anticipate;
•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 of foreign currency exchange rate fluctuations;
•the risk that our comparable sales and margins may experience fluctuations, that the seasonality of our business may experience changes, or that we may fail to meet financial market expectations;
•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;
•the adverse effects of climate change on our operations and those of our franchisees, vendors and other business partners;
•the risk that we will not be successful in defending various proceedings, lawsuits, disputes, and claims;
•our failure to comply with applicable laws and regulations and changes in the regulatory or administrative landscape;
•our failure to satisfy regulations and market expectations related to our ESG initiatives;
•the risk that changes in our credit profile or deterioration in market conditions may limit our access to the capital markets;
•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 worsening global economic and geopolitical conditions could result in changes to the assumptions and estimates used when preparing the Condensed Consolidated Financial Statements;
•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;
•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; 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 January 28, 2023 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 21, 2023. 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 January 28, 2023.


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)October 28,
2023		January 28,
2023		October 29,
2022
ASSETS
Current assets:
Cash and cash equivalents$1,351 $1,215 $679 
Merchandise inventory2,377 2,389 3,043 
Other current assets646 1,013 1,316 
Total current assets4,374 4,617 5,038 
Property and equipment, net of accumulated depreciation of $4,890, $4,837, and $4,957
2,552 2,688 2,788 
Operating lease assets3,200 3,173 3,341 
Other long-term assets926 908 833 
Total assets$11,052 $11,386 $12,000 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$1,433 $1,320 $1,388 
Accrued expenses and other current liabilities1,078 1,219 1,245 
Current portion of operating lease liabilities604 667 691 
Income taxes payable24 50 57 
Total current liabilities3,139 3,256 3,381 
Long-term liabilities:
Revolving credit facility— 350 350 
Long-term debt1,488 1,486 1,486 
Long-term operating lease liabilities3,456 3,517 3,673 
Other long-term liabilities 509 544 539 
Total long-term liabilities5,453 5,897 6,048 
Commitments and contingencies (see Note 10)
Stockholders’ equity:
Common stock $0.05 par value
Authorized 2,300 shares for all periods presented; Issued and Outstanding 371, 366, and 365 shares
18 18 18 
Additional paid-in capital93 27 16 
Retained earnings2,291 2,140 2,468 
Accumulated other comprehensive income 58 48 69 
Total stockholders’ equity2,460 2,233 2,571 
Total liabilities and stockholders’ equity$11,052 $11,386 $12,000 
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)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Net sales$3,767 $4,039 $10,591 $11,373 
Cost of goods sold and occupancy expenses2,211 2,530 6,488 7,438 
Gross profit1,556 1,509 4,103 3,935 
Operating expenses1,306 1,323 3,757 3,974 
Operating income (loss)250 186 346 (39)
Interest expense28 22 66 63 
Interest income(28)(4)(58)(6)
Income (loss) before income taxes250 168 338 (96)
Income tax expense (benefit)32 (114)21 (167)
Net income
$218 $282 $317 $71 
Weighted-average number of shares - basic371 365 369 367 
Weighted-average number of shares - diluted375 366 373 370 
Earnings per share - basic
$0.59 $0.77 $0.86 $0.19 
Earnings per share - diluted
$0.58 $0.77 $0.85 $0.19 
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)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Net income
$218 $282 $317 $71 
Other comprehensive income, net of tax
Foreign currency translation5 6 1 13 
Change in fair value of derivative financial instruments, net of tax expense of $1, $1, $3, $3
16 31 22 40 
Reclassification adjustment for gains on derivative financial instruments, net of tax benefit of $1, $—, $—, $—
(7)(14)(13)(22)
Other comprehensive income, net of tax
14 23 10 31 
Comprehensive income
$232 $305 $327 $102 
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 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 tax
Foreign currency translation 5 5 
Change in fair value of derivative financial instruments16 16 
Amounts reclassified from accumulated other comprehensive income(7)(7)
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 
Balance as of July 30, 2022364 $18 $— $2,241 $46 $2,305 
Net income for the 13 weeks ended October 29, 2022282 282 
Other comprehensive income, net of tax
Foreign currency translation 6 6 
Change in fair value of derivative financial instruments31 31 
Amounts reclassified from accumulated other comprehensive income(14)(14)
Repurchases and retirement of common stock(2)— (12)(12)
Issuance of common stock related to stock options and employee stock purchase plans1 — 8 8 
Issuance of common stock and withholding tax payments related to vesting of stock units2 — (2)(2)
Share-based compensation, net of forfeitures22 22 
Common stock dividends declared and paid ($0.15 per share)
(55)(55)
Balance as of October 29, 2022365 $18 $16 $2,468 $69 $2,571 
    
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 January 28, 2023366 $18 $27 $2,140 $48 $2,233 
Net income for the 39 weeks ended October 28, 2023317317 
Other comprehensive income, net of tax

Foreign currency translation1 1 
Change in fair value of derivative financial instruments22 22 
Amounts reclassified from accumulated other comprehensive income(13)(13)
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 
Balance as of January 29, 2022371 $19 $43 $2,622 $38 $2,722 
Net income for the 39 weeks ended October 29, 202271 71 
Other comprehensive income, net of tax
Foreign currency translation13 13 
Change in fair value of derivative financial instruments40 40 
Amounts reclassified from accumulated other comprehensive income(22)(22)
Repurchases and retirement of common stock(11)(1)(63)(59)(123)
Issuance of common stock related to stock options and employee stock purchase plans2 — 23 23 
Issuance of common stock and withholding tax payments related to vesting of stock units3 — (17)(17)
Share-based compensation, net of forfeitures30 30 
Common stock dividends declared and paid ($0.45 per share)
(166)(166)
Balance as of October 29, 2022365 $18 $16 $2,468 $69 $2,571 
See Accompanying Notes to Condensed Consolidated Financial Statements
5

THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 39 Weeks Ended
($ in millions)October 28,
2023		October 29,
2022
Cash flows from operating activities:
Net income
$317 $71 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization394 402 
Share-based compensation64 28 
Impairment of operating lease assets— 16 
Impairment of store assets2 10 
Amortization of debt issuance costs3 5 
Non-cash and other items36 (8)
Loss on divestiture activity— 35 
Gain on sale of building(47)(83)
Deferred income taxes(27)32 
Changes in operating assets and liabilities:
Merchandise inventory(5)(78)
Other current assets and other long-term assets81 (34)
Accounts payable133 (503)
Accrued expenses and other current liabilities(11)(123)
Income taxes payable, net of receivables and other tax-related items50 216 
Other long-term liabilities(11)(7)
Operating lease assets and liabilities, net(147)(91)
Net cash provided by (used for) operating activities832 (112)
Cash flows from investing activities:
Purchases of property and equipment(288)(577)
Net proceeds from sale of buildings
76 458 
Net proceeds from divestiture activity9 — 
Net cash used for investing activities
(203)(119)
Cash flows from financing activities:
Proceeds from revolving credit facility— 350 
Repayments of revolving credit facility(350)— 
Payments for debt issuance costs— (6)
Proceeds from issuances under share-based compensation plans18 23 
Withholding tax payments related to vesting of stock units(16)(17)
Repurchases of common stock— (123)
Cash dividends paid(166)(166)
Other(2)(1)
Net cash provided by (used for) financing activities(516)60 
Effect of foreign exchange rate fluctuations on cash, cash equivalents, and restricted cash(7)(25)
Net increase (decrease) in cash, cash equivalents, and restricted cash106 (196)
Cash, cash equivalents, and restricted cash at beginning of period1,273 902 
Cash, cash equivalents, and restricted cash at end of period$1,379 $706 
Supplemental disclosure of cash flow information:
Cash paid for interest during the period$72 $70 
Cash paid for income taxes during the period, net of refunds$(1)$(407)
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 October 28, 2023 and October 29, 2022 and for all periods presented. The Condensed Consolidated Balance Sheet as of January 28, 2023 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 January 28, 2023.
The results of operations for the 13 and 39 weeks ended October 28, 2023 are not necessarily indicative of the operating results that may be expected for the 53-week period ending 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 new legislation. 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 worsen 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 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)October 28,
2023		January 28,
2023		October 29,
2022
Cash and cash equivalents, per Condensed Consolidated Balance Sheets$1,351 $1,215 $679 
Restricted cash included in other current assets— 32 1 
Restricted cash included in other long-term assets28 26 26 
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows$1,379 $1,273 $706 
Accounting Pronouncements
Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements and disclosures, based on current information.
ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations
In September 2022, the Financial Accounting Standards Board issued accounting standards update ("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the transparency of the use of supplier finance programs by requiring that the buyers in those programs provide additional disclosures about the program’s nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2022, except for the rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The ASU does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. We adopted this ASU on January 29, 2023. See Note 13 of Notes to Condensed Consolidated Financial Statements for information regarding our supply chain finance program.
Note 2. Revenue
Disaggregation of Net Sales
We disaggregate our net sales by channel and also by brand and region. Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise or the distribution center or store from which the products were shipped.
Net sales disaggregated by channel are as follows:
13 Weeks Ended39 Weeks Ended
($ in millions)October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Store and franchise sales$2,331 $2,478 $6,771 $7,168 
Online sales (1)1,436 1,561 3,820 4,205 
Total net sales$3,767 $4,039 $10,591 $11,373 
__________
(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 October 28, 2023
U.S. (1)$1,917 $664 $398 $267 $15 $3,261 
Canada193 96 42 10 — 341 
Europe— 29 1 — — 30 
Asia1 71 12 — — 84 
Other regions15 27 7 2 — 51 
Total$2,126 $887 $460 $279 $15 $3,767 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 29, 2022
U.S. (1)$1,936 $690 $448 $326 $4 $3,404 
Canada184 95 47 7 — 333 
Europe1 58 1 1 — 61 
Asia— 143 14 — — 157 
Other regions16 55 7 6 — 84 
Total$2,137 $1,041 $517 $340 $4 $4,039 
($ 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 
Europe1 87 2 1 — 91 
Asia2 225 40 — — 267 
Other regions56 87 21 4 — 168 
Total$5,915 $2,334 $1,372 $941 $29 $10,591 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended October 29, 2022
U.S. (1)$5,489 $1,752 $1,324 $1,005 $10 $9,580 
Canada514 241 143 23 — 921 
Europe2 163 4 3 — 172 
Asia1 425 48 — — 474 
Other regions62 132 19 13 — 226 
Total$6,068 $2,713 $1,538 $1,044 $10 $11,373 
__________
(1)U.S. includes the United States and Puerto Rico.
(2)Primarily consists of net sales from revenue-generating strategic initiatives.
Deferred Revenue
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 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.
8

For the 13 weeks ended October 29, 2022, the opening balance of deferred revenue for these obligations was $321 million, of which $119 million was recognized as revenue during the period. For the 39 weeks ended October 29, 2022, the opening balance of deferred revenue for these obligations was $345 million, of which $212 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $323 million as of October 29, 2022.
In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a new long-term credit card program. In May 2022, the Company launched the new credit card program with Barclays and Mastercard and accordingly, our prior credit card program with Synchrony Financial was discontinued. The Company received an upfront payment of $60 million related to the new agreements prior to the program launch, which is being recognized as revenue over the term of the agreements.
9

Note 3. Restructuring
On April 25, 2023, the Company's management committed to a restructuring plan (the "Plan") as part of the Company's previously announced efforts to simplify and optimize its operating model and structure. The Plan includes a reduction in workforce of approximately 1,800 employees, primarily in headquarters locations. The actions associated with the reduction of the Company's workforce under the Plan have been substantially completed.
In connection with the Plan, the Company incurred $5 million and $93 million in pre-tax restructuring costs during the 13 and 39 weeks ended October 28, 2023, respectively. The costs incurred in connection with the Plan are as follows:
13 Weeks Ended
October 28, 2023		39 Weeks Ended
October 28, 2023
($ in millions)Cost of Goods Sold and Occupancy ExpensesOperating ExpensesTotal CostsCost of Goods Sold and Occupancy ExpensesOperating ExpensesTotal Costs
Employee-related costs$— $(1)$(1)$4 $60 $64 
Consulting and other associated costs— 6 6 — 29 29 
Total restructuring costs$— $5 $5 $4 $89 $93 
The following table summarizes restructuring costs that will be settled with cash payments and the related liability balances as of October 28, 2023, which are primarily included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet:
($ in millions)Employee-Related CostsConsulting and Other Associated CostsTotal
Balance at January 28, 2023$— $— $— 
13 Weeks Ended April 29, 2023
Provision62 13 75 
Cash payments— (10)(10)
Balance at April 29, 202362 3 65 
13 Weeks Ended July 29, 2023
Provision3 10 13 
Cash payments(45)(7)(52)
Balance at July 29, 202320 6 26 
13 Weeks Ended October 28, 2023
Provision— 6 6 
Adjustments(1)— (1)
Cash payments(11)(12)(23)
Balance at October 28, 2023$8 $— $8 
Note 4. Income Taxes
The effective income tax rate was 12.8 percent for the 13 weeks ended October 28, 2023, compared with negative 67.9 percent for the 13 weeks ended October 29, 2022. The change in the effective tax rate for the 13 weeks ended October 28, 2023 compared with the 13 weeks ended October 29, 2022 is primarily due to changes in the amount and jurisdictional mix of pre-tax earnings, the cumulative impact of a change in the Company's estimated annual effective tax rate recognized in the prior year, and a current year tax benefit from the impact of foreign valuation allowances.
The effective income tax rate was 6.2 percent for the 39 weeks ended October 28, 2023, compared with 174.0 percent for the 39 weeks ended October 29, 2022. The change in the effective tax rate for the 39 weeks ended October 28, 2023 compared with the 39 weeks ended October 29, 2022 is primarily due to changes in the amount and jurisdictional mix of pre-tax earnings, the cumulative impact of a change in the Company's estimated annual effective tax rate recognized in the prior year, and current year tax benefits from the impact of valuation allowances and a U.S. transfer pricing settlement related to our sourcing activities.
10

Note 5. Debt and Credit Facilities
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
2029 Notes$750 $750 $750 
2031 Notes750 750 750 
Less: Unamortized debt issuance costs(12)(14)(14)
Total long-term debt$1,488 $1,486 $1,486 
The scheduled maturity of the Senior Notes is as follows:
Scheduled Maturity ($ 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)Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. 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.
On September 27, 2021, we completed the issuance of $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 October 28, 2023, the aggregate estimated fair value of the Senior Notes was $1.10 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.
On May 7, 2020, we entered into a senior secured asset-based revolving credit agreement (the "ABL Facility"), which was previously scheduled to expire in May 2023. On July 13, 2022, we entered into an amendment and restatement of the ABL Facility. Among other changes, the amendment and restatement extended the maturity of the ABL Facility to July 2027, increased the borrowing capacity from $1.8675 billion to $2.2 billion, modified the reference rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"), and reduced the applicable interest rate margin. Following the amendment and restatement, the ABL Facility generally bears interest at a per annum rate based on SOFR (subject to a zero floor) plus a margin, depending on borrowing base availability. The ABL Facility is available for working capital, capital expenditures, and other general corporate purposes.
As of January 28, 2023 and October 29, 2022, the Company's outstanding borrowing under the ABL Facility was $350 million and was recorded in long-term liabilities on the Condensed Consolidated Balance Sheet. In the second quarter of fiscal 2023, the Company repaid an aggregate of $200 million to reduce the outstanding borrowing under the ABL Facility to $150 million as of July 29, 2023. During the 13 weeks ended October 28, 2023, the Company repaid the remaining $150 million outstanding borrowing under the ABL Facility. There were no borrowings under the ABL Facility as of October 28, 2023.
We also have the ability to issue letters of credit on our ABL Facility. As of October 28, 2023, we had $49 million in standby letters of credit issued under the ABL Facility.
Note 6. 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 October 28, 2023 or October 29, 2022.
11

Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents held at amortized cost are as follows:
  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 $4 
Liabilities:
Derivative financial instruments$— $— $— $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)January 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$15 $— $15 $— 
Derivative financial instruments11 — 11 — 
Deferred compensation plan assets34 34 — — 
Other assets4 — — 4 
Total$64 $34 $26 $4 
Liabilities:
Derivative financial instruments$20 $— $20 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)October 29, 2022Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$19 $— $19 $— 
Derivative financial instruments46 — 46 — 
Deferred compensation plan assets37 37 — — 
Other assets4 — — 4 
Total$106 $37 $65 $4 
Liabilities:
Derivative financial instruments$2 $— $2 $— 
We have highly liquid fixed and variable income investments classified as cash equivalents. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Our cash equivalents are placed primarily in time deposits.
Derivative financial instruments primarily include foreign exchange forward contracts. See Note 7 of Notes to Condensed Consolidated Financial Statements for information regarding currencies hedged against the U.S. dollar.
12

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 October 28, 2023.
During the 39 weeks ended October 29, 2022, the Company recorded impairment of store assets of $10 million and impairment of operating lease assets of $16 million. The impairment of the store assets reduced the carrying amount of the applicable long-lived assets of $12 million to their estimated fair value of $2 million. The impairment of operating lease assets reduced the carrying amount of the applicable long-lived assets of $62 million to their estimated fair value of $46 million. The impairment charges were recorded in operating expenses on the Condensed Consolidated Statement of Operations.
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 October 28, 2023 or October 29, 2022.
Note 7. 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, Mexican peso, 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 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.
13

Outstanding Notional Amounts
We had foreign exchange forward contracts outstanding in the following notional amounts:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
Derivatives designated as cash flow hedges$357 $441 $491 
Derivatives not designated as hedging instruments526 645 583 
Total$883 $1,086 $1,074 
Quantitative Disclosures about Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
Derivatives designated as cash flow hedges:
Other current assets$13 $9 $25 
Other long-term assets2 — 4 
Accrued expenses and other current liabilities— 5 — 
Other long-term liabilities— — — 
Derivatives not designated as hedging instruments:
Other current assets19 2 17 
Accrued expenses and other current liabilities— 15 2 
Total derivatives in an asset position$34 $11 $46 
Total derivatives in a liability position$— $20 $2 
The majority of the unrealized gains and losses from designated cash flow hedges as of October 28, 2023 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of October 28, 2023 shown above.
Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Condensed Consolidated Balance Sheets, and as such, the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements were not material for all periods presented.
See Note 6 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.
The pre-tax amounts recognized in net income related to derivative instruments are as follows:
Location and Amount of Gain
Recognized in Net Income
13 Weeks Ended
October 28, 2023		13 Weeks Ended
October 29, 2022
($ 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$2,211 $1,306 $2,530 $1,323 
Gain recognized in net income
Derivatives designated as cash flow hedges (6)— (14)— 
Derivatives not designated as hedging instruments— (27)— (51)
Total gain recognized in net income
$(6)$(27)$(14)$(51)
14

Location and Amount of Gain
Recognized in Net Income
39 Weeks Ended
October 28, 2023		39 Weeks Ended
October 29, 2022
($ 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$6,488 $3,757 $7,438 $3,974 
Gain recognized in net income
Derivatives designated as cash flow hedges (13)— (22)— 
Derivatives not designated as hedging instruments— (25)— (80)
Total gain recognized in net income
$(13)$(25)$(22)$(80)
Note 8. Share Repurchases
Share repurchase activity is as follows:
 13 Weeks Ended39 Weeks Ended
($ and shares in millions except average per share cost)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Number of shares repurchased (1)— 1.2 — 10.6 
Total cost$— $12 $— $123 
Average per share cost including commissions $— $10.20 $— $11.59 
_________
(1)Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
In February 2019, the Company's Board of Directors (the "Board") approved a $1.0 billion share repurchase authorization (the "February 2019 repurchase program"). The February 2019 repurchase program had $476 million remaining as of October 28, 2023. All common stock repurchased is immediately retired.
Note 9. Earnings Per Share
Weighted-average number of shares used for earnings per share is as follows:
 13 Weeks Ended39 Weeks Ended
(shares in millions)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Weighted-average number of shares - basic371 365 369 367 
Common stock equivalents
4 1 4 3 
Weighted-average number of shares - diluted375 366 373 370 
The anti-dilutive shares related to stock options and other stock awards excluded from the computation of weighted-average number of shares – diluted were 5 million and 14 million for the 13 weeks ended October 28, 2023 and October 29, 2022, respectively, and 6 million and 14 million for the 39 weeks ended October 28, 2023 and October 29, 2022, respectively, as their inclusion would have an anti-dilutive effect on earnings per share.
15

Note 10. 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 October 28, 2023, 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 October 28, 2023, January 28, 2023, and October 29, 2022, 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 October 28, 2023, 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 11. Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of October 28, 2023, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each operating segment has a brand president who is responsible for various geographies and channels. Each of our brands serves customer demand through stores and online channels, 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 October 28, 2023. 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 12. Divestitures
On February 1, 2022, we completed the transition of our Gap Italy operations to a third party, OVS S.p.A. ("OVS"), to operate Gap Italy stores as a franchise partner. We completed the transition of our United Kingdom and Ireland online operations to a franchise partner through a joint venture with Next Plc on August 10, 2022. The impacts from these transactions upon divestiture were not material to our results of operations for the 39 weeks ended October 29, 2022.
We sold our distribution center in Rugby, England for $125 million on September 30, 2022. As a result of this transaction, the Company recognized a pre-tax gain on sale of $83 million within operating expenses on the Condensed Consolidated Statement of Operations during the 13 weeks ended October 29, 2022.
We also completed the transition of our Old Navy Mexico operations to a third party, Grupo Axo, to operate Old Navy Mexico stores as a franchise partner, on August 1, 2022. As a result of this transaction, the Company recognized a pre-tax loss of $35 million in the second quarter of fiscal 2022 when the assets were reclassified as held for sale. The pre-tax loss was recognized within operating expenses on the Condensed Consolidated Statement of Operations.
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.
16

Note 13. 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.
We may agree to side letters with participating financial institutions related to the SCF program that require us to transfer a certain amount of cash to be used as collateral for our payment obligations in a specified period. These collateral amounts, if applicable, are classified as restricted cash on our Condensed Consolidated Balance Sheets. There were no collateral amounts under the SCF program as of October 28, 2023 and October 29, 2022. The collateral amount under the SCF program was $30 million as of January 28, 2023. Additionally, our lenders under the ABL Facility who also participate in the SCF program have their related financings secured pursuant to the terms of the ABL Facility.
The Company's outstanding obligations under the SCF program were $344 million, $316 million, and $206 million as of October 28, 2023, January 28, 2023, and October 29, 2022, respectively, and were included in accounts payable on the Condensed Consolidated Balance Sheets.
17

Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.
OUR BUSINESS
We are a collection of purpose-led, 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 curbside pick-up, 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 2023 are as follows:
•Net sales for the third quarter of fiscal 2023 decreased 7 percent compared with the third quarter of fiscal 2022.
•Online sales for the third quarter of fiscal 2023 decreased 8 percent compared with the third quarter of fiscal 2022 and store and franchise sales for the third quarter of fiscal 2023 decreased 6 percent compared with the third quarter of fiscal 2022.
•Gross profit for the third quarter of fiscal 2023 was $1.56 billion compared with $1.51 billion for the third quarter of fiscal 2022. Gross margin for the third quarter of fiscal 2023 was 41.3 percent compared with 37.4 percent for the third quarter of fiscal 2022.
•Operating income for the third quarter of fiscal 2023 was $250 million compared with operating income of $186 million for the third quarter of fiscal 2022.
•The effective income tax rate for the third quarter of fiscal 2023 was 12.8 percent compared with negative 67.9 percent for the third quarter of fiscal 2022.
•Net income for the third quarter of fiscal 2023 was $218 million compared with net income of $282 million for the third quarter of fiscal 2022.
•Diluted earnings per share was $0.58 for the third quarter of fiscal 2023 compared with diluted earnings per share of $0.77 for the third quarter of fiscal 2022.
•Merchandise inventory as of the third quarter of fiscal 2023 decreased 22 percent compared with the third quarter of fiscal 2022.
Effective August 22, 2023, Richard Dickson became the Company's President and Chief Executive Officer.
On April 25, 2023, the Company's management committed to the Plan as part of the Company's previously announced efforts to simplify and optimize its operating model and structure. The Plan includes a reduction in workforce of approximately 1,800 employees, primarily in headquarters locations. The actions associated with the reduction of the Company's workforce under the Plan have been substantially completed. In connection with the Plan, the Company incurred $5 million and $93 million in pre-tax restructuring costs during the 13 and 39 weeks ended October 28, 2023, respectively. Restructuring costs for the 13 weeks ended October 28, 2023 primarily included consulting and other associated costs. Restructuring costs for the 39 weeks ended October 28, 2023 included employee-related costs of $64 million and consulting and other associated costs of $29 million.
The Company is also continuing to reduce the number of Gap and Banana Republic stores in North America by approximately 350 stores from the beginning of fiscal 2020 to the end of fiscal 2023. As of October 28, 2023, we have closed, net of openings, 328 Gap and Banana Republic stores in North America since the beginning of fiscal 2020.
On November 7, 2022, we signed agreements to transition our Gap Greater China operations to a third party, 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.
18

We are focused on the following strategic priorities in the near term:
•managing inventory to facilitate margin recovery and optimizing our cost structure with operational and financial rigor;
•reinvigorating our brands to drive relevance and an engaging omni-channel experience;
•creating trend-right product assortments while driving creative excellence and delivering consistent product with storytelling that excites our customers;
•rationalizing the Gap and Banana Republic store fleet;
•attracting and retaining strong talent in our businesses and functions; and
•continuing to integrate social and environmental sustainability into business practices to support long-term growth.

19

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")
Comp Sales include the results of Company-operated stores and sales through our online channel. The calculation of Comp Sales excludes the results of our franchise business. Comp Sales also included the results of certain foreign operations until their respective transitions to third party franchise partners. See Note 12 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for related disclosures.
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
 October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Old Navy Global1 %(1)%(2)%(13)%
Gap Global(1)%4 %— %(4)%
Banana Republic Global(8)%10 %(8)%14 %
Athleta Global(19)%— %(13)%(5)%
The Gap, Inc.(2)%1 %(3)%(8)%


20

Store count, openings, closings, and square footage for our stores are as follows:
 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 America1,238 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 total 2,685 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 year4.5 %(4.6)%
 January 29, 202239 Weeks Ended October 29, 2022October 29, 2022
 Number of
Store Locations		Number of
Stores Opened		Number of
Stores Closed		Number of
Store Locations		Square Footage
(in millions)
Old Navy North America (2)
1,252 25 6 1,247 20.0 
Gap North America520 2 18 504 5.4 
Gap Asia329 4 74 259 2.2 
Gap Europe (3)
11 — — — — 
Banana Republic North America446 2 15 433 3.6 
Banana Republic Asia50 2 3 49 0.2 
Athleta North America227 29 5 251 1.0 
Company-operated stores total2,835 64 121 2,743 32.4 
Franchise (2) (3)
564 77 39 637 N/A
Total3,399 141 160 3,380 32.4 
Decrease over prior year(2.3)%(3.9)%
__________
(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.
(2)The 24 Old Navy Mexico stores that were transitioned to Grupo Axo during the period are not included as store closures or openings for Company-operated and Franchise store activity. The ending balance for Old Navy North America excludes Old Navy Mexico stores and the ending balance for Franchise includes Old Navy Mexico stores.
(3)The 11 Gap Italy stores that were transitioned to OVS during the period are not included as store closures or openings for Company-operated and Franchise store activity. The ending balance for Gap Europe excludes Gap Italy stores and the ending balance for Franchise includes Gap Italy stores.
Outlet and factory stores are reflected in each of the respective brands.
21

Net Sales
Our net sales decreased $272 million, or 7 percent, during the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022, and decreased $782 million, or 7 percent, during the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022. This was driven primarily by a decrease in Comp Sales, the transition of our Gap China business to a partnership model, and other strategic store closures. Additionally, there was an unfavorable impact of foreign exchange for the first three quarters of fiscal 2023 of $67 million. The foreign exchange impact is the translation impact if net sales for the prior year period were translated at exchange rates applicable during the current year period.
Cost of Goods Sold and Occupancy Expenses
  
13 Weeks Ended39 Weeks Ended
($ in millions)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Cost of goods sold and occupancy expenses$2,211 $2,530 $6,488 $7,438 
Gross profit$1,556 $1,509 $4,103 $3,935 
Cost of goods sold and occupancy expenses as a percentage of net sales
58.7 %62.6 %61.3 %65.4 %
Gross margin41.3 %37.4 %38.7 %34.6 %
Cost of goods sold and occupancy expenses decreased 3.9 percentage points as a percentage of net sales in the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022.
•Cost of goods sold decreased 4.6 percentage points as a percentage of net sales in the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022, primarily driven by lower commodity costs and air freight expenses, as well as improved promotional activity. Additionally, there was inventory impairment that occurred during the third quarter of fiscal 2022 as a result of the decision to discontinue the Yeezy Gap business.
•Occupancy expenses increased 0.7 percentage points as a percentage of net sales in the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022, primarily driven by a decrease in net sales without a corresponding decrease in fixed occupancy expenses.
Cost of goods sold and occupancy expenses decreased 4.1 percentage points as a percentage of net sales in the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022.
•Cost of goods sold decreased 4.8 percentage points as a percentage of net sales in the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022, primarily driven by a decrease in air freight expenses and improved promotional activity. Additionally, there was inventory impairment that occurred during the first three quarters of fiscal 2022 as a result of delayed seasonal product due to global supply chain disruption and extended size product discontinued at stores, and the decision to discontinue the Yeezy Gap business. This was partially offset by commodity price increases in the first half of fiscal 2023.
•Occupancy expenses increased 0.7 percentage points as a percentage of net sales in the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022, primarily driven by a decrease in Comp Sales without a corresponding decrease in fixed occupancy expenses.
Operating Expenses
  
13 Weeks Ended39 Weeks Ended
($ in millions)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Operating expenses$1,306 $1,323 $3,757 $3,974 
Operating expenses as a percentage of net sales34.7 %32.8 %35.5 %34.9 %
Operating margin6.6 %4.6 %3.3 %(0.3)%
Operating expenses decreased $17 million, but increased 1.9 percentage points as a percentage of net sales during the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022, primarily due to a decrease in net sales as well as the following:
•a decrease in payroll expenses primarily due to operating model and structure changes partially offset by higher performance-based compensation; and
•a decrease in advertising expenses; partially offset by
•a gain of $83 million on sale of building during the third quarter of fiscal 2022.

22

Operating expenses decreased $217 million, but increased 0.6 percentage points as a percentage of net sales during the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022, primarily due to a decrease in net sales as well as the following:
•a decrease in advertising expenses;
•a decrease in technology-related investments;
•a gain on sale of building of $47 million that occurred during the first quarter of fiscal 2023;
•a decrease in payroll expenses primarily due to operating model and structure changes partially offset by higher performance-based compensation; and
•a loss on divestiture activity of $35 million that occurred during the second quarter of fiscal 2022 related to the transition of the Old Navy Mexico business; 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 gain on sale of building of $83 million that occurred during the third quarter of fiscal 2022.
Interest Expense
  
13 Weeks Ended39 Weeks Ended
($ in millions)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Interest expense$28 $22 $66 $63 
Interest expense primarily includes interest on outstanding borrowings and obligations mainly related to our Senior Notes.
Interest Income
  
13 Weeks Ended39 Weeks Ended
($ in millions)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Interest income$(28)$(4)$(58)$(6)
Interest income increased $24 million during the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022 and increased $52 million during the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022 primarily due to higher cash balances and higher interest rates, as well as tax-related interest income.
Income Taxes
  
13 Weeks Ended39 Weeks Ended
($ in millions)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Income taxes$32 $(114)$21 $(167)
Effective tax rate12.8 %(67.9)%6.2 %174.0 %
The change in the effective tax rate for the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022 is primarily due to changes in the amount and jurisdictional mix of pre-tax earnings, the cumulative impact of a change in the Company's estimated annual effective tax rate recognized in the prior year, and a current year tax benefit from the impact of foreign valuation allowances.
The change in the effective tax rate for the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022 is primarily due to changes in the amount and jurisdictional mix of pre-tax earnings, the cumulative impact of a change in the Company's estimated annual effective tax rate recognized in the prior year, and current year tax benefits from the impact of valuation allowances and a U.S. transfer pricing settlement related to our sourcing activities.
23

LIQUIDITY AND CAPITAL RESOURCES
In addition to our cash flows from operating activities, our primary sources of liquidity include cash and cash equivalents, our Senior Notes, and our ABL Facility. As of October 28, 2023, we had cash and cash equivalents of approximately $1.4 billion. We hold our cash and cash equivalents 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 October 28, 2023. See Note 5 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. As our business typically follows a seasonal pattern, with sales peaking during the end-of-year holiday period, we fund inventory expenditures during normal and peak periods through cash flows from operating activities and available cash. 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 new legislation, 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 13 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 and cash equivalents, 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 was $832 million during the first three quarters of fiscal 2023 compared with $112 million of net cash used for operating activities during the first three quarters of fiscal 2022, primarily due to the following:
    Net Income
•an increase in net income;
Changes in operating assets and liabilities
•an increase of $636 million related to accounts payable primarily due to the timing of payments for inventory during the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022; and
•an increase of $112 million related to accrued expenses and other current liabilities primarily due to lower bonus payments during the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022; partially offset by
•a decrease of $166 million related to income taxes payable, net of receivables and other tax-related items, primarily due to receipt of tax refunds during the first three quarters of fiscal 2022 related to fiscal 2020 net operating loss carryback claims.
Cash Flows from Investing Activities
Net cash used for investing activities increased $84 million during the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022, primarily due to the following:
•$76 million in net proceeds from the sale of a building during the first three quarters of fiscal 2023 compared with $458 million in net proceeds from the sale of buildings during the first three quarters of fiscal 2022; partially offset by
•$289 million less purchases of property and equipment during the first three quarters of fiscal 2023 compared with the first three quarters of fiscal 2022, largely due to rationalizing our technology investments.
24

Cash Flows from Financing Activities
Net cash used for financing activities was $516 million during the first three quarters of fiscal 2023 compared with $60 million of net cash provided by financing activities during the first three quarters of fiscal 2022, primarily due to the following:
•$350 million from the ABL Facility that was borrowed during the first three quarters of fiscal 2022 and repaid during the first three quarters of fiscal 2023; partially offset by
•$123 million in repurchases of common stock during the first three quarters of fiscal 2022 compared with no repurchases during the first three quarters of fiscal 2023.
Free Cash Flow
Free cash flow is a non-GAAP financial measure. We believe free cash flow is an important metric because it represents a measure of how much cash a company has available for discretionary and non-discretionary items after the deduction of capital expenditures. We require regular capital expenditures including technology improvements as well as building and maintaining our stores and distribution centers. We use this metric internally, as we believe our sustained ability to generate free cash flow is an important driver of value creation. However, this non-GAAP financial measure is not intended to supersede or replace our GAAP results.
The following table reconciles free cash flow, a non-GAAP financial measure, from a GAAP financial measure.
 39 Weeks Ended
($ in millions)October 28,
2023		October 29,
2022
Net cash provided by (used for) operating activities$832 $(112)
Less: Purchases of property and equipment(288)(577)
Free cash flow$544 $(689)
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 2023. In November 2023, the Board authorized a dividend of $0.15 per share for the fourth quarter of fiscal 2023.
Share Repurchases
Certain financial information about the Company’s share repurchases is set forth in Note 8 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 January 28, 2023, other than those which occur in the normal course of business. See Note 10 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 January 28, 2023. 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 January 28, 2023 is disclosed in our Annual Report on Form 10-K and has not significantly changed other than as noted below. See Notes 5, 6, and 7 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.
On March 27, 2023, Moody's downgraded our corporate credit rating from Ba2 to Ba3 with a negative outlook and downgraded the rating of our Senior Notes from Ba3 to B1 with a negative outlook. These reductions and any future reduction in our credit ratings could result in an increase to our interest expense on future borrowings.
25

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 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company reviews its internal control over financial reporting following major organizational restructuring. The impact of the Plan on the Company's internal control over financial reporting has been assessed and will continue to be monitored throughout the fiscal year. See Note 3 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on the Plan.
26

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 January 28, 2023, other than as updated in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2023.
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, other than shares withheld to settle employee statutory tax withholding related to the vesting of stock units, during the 13 weeks ended October 28, 2023. The February 2019 repurchase program had $476 million remaining as of October 28, 2023.
Item 5.     Other Information
During the 13 weeks ended October 28, 2023, none of our directors or Section 16 officers adopted 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 August 29, 2023, Julie Gruber, Chief Legal and Compliance Officer and Corporate Secretary, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 417,892 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on March 14, 2025 or when all shares under the plan are sold.
On August 28, 2023, 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 471,700 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on August 28, 2024 or when all shares under the plan are sold.
27

Item 6.     Exhibits.
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled/
Furnished
Herewith
3.1Amended and Restated Certificate of Incorporation (P)10-K1-75623.1April 26, 1993
Certificate of Amendment of Amended and Restated Certificate of Incorporation10-K1-75623.2April 4, 2000
Amended and Restated Bylaws (effective August 15, 2022)10-Q1-75623.3August 26, 2022
Amendment, dated August 17, 2023, to Letter Agreement dated August 1, 2022 by and between Bob L. Martin and the Registrant
X
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 October 28, 2023, 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
_____________________________
(P)    This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.
† Indicates management contract or compensatory plan or arrangement.





28

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 21, 2023By/s/ Richard Dickson
Richard Dickson
President and Chief Executive Officer
(Principal Executive Officer)
Date:November 21, 2023By/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
29

Exhibit 10.1
image_1.jpg
Two Folsom Street
San Francisco, CA 94105



August 17, 2023


Bob L. Martin


Dear Bobby:
    
    
This letter is to confirm the amendments below to your offer letter dated August 1, 2022.

Effective August 22, 2023, you will step down as Interim Chief Executive Officer and continue as Executive Chair of The Gap, Inc. (the “Company” or “Gap Inc.”). You will report directly to the Company’s Board of Directors (the “Board”) and be given such duties, authorities and responsibilities commensurate with that of executive chairs of public companies of comparable size and such other duties, responsibilities and authorities, not inconsistent with your position, assigned to you by the Board. Your principal place of business will continue to be in Arkansas and the Company will reimburse your business travel expenses to San Francisco or other work locations pursuant to the Company’s travel and expense policy.

Start Date. The effective date of your new position is August 22, 2023. The initial length of assignment is for the remainder of fiscal Q3 2023.

Salary. Your annual rate of base salary will be $750,000, payable every two weeks.

Board Service. You will continue to serve as a member of the Board without prejudice to the shareholders’ ability to remove or not re-elect you.

Annual Bonus. You will continue to be eligible for an annual bonus based on Gap Inc. and/or Division financial and operational objectives as well as individual performance. Effective August 22, 2023, your annual target bonus will be 100% of your annual base salary. Depending on results and your individual performance, your actual bonus can range from 0 – 200% of target. Bonus payments will be prorated based on active time in position, divisional or country assignment and changes in base salary or incentive target that may occur during the fiscal year, including any changes related to your acceptance of this position. Subject to the paragraph below, bonuses for fiscal 2023 are scheduled for payment in March 2024 and you must be employed by Gap Inc. on the payment date. Gap Inc. has the right to modify the program at any time. Board discretion can be used to modify the final award amount. Bonus payments are subject to supplemental income tax withholding.

Annual Bonus Proration for FY23. In the event that your employment with the Company terminates for any reason other than termination by the Company for Cause (defined below) prior to the payment date, you will receive a prorated annual bonus for fiscal 2023 based on Gap Inc. financial objectives and active time in position, divisional or country assignment and changes in base salary or incentive target during the fiscal year, payable in March 2024. For purposes of this letter, “Cause” shall mean a good faith determination by the Company that your employment be terminated for any of the following reasons: (1) indictment, conviction or admission of any crimes involving theft, fraud or moral turpitude; (2) engaging in gross neglect of duties, including willfully failing or refusing to implement or follow direction of the Board; or (3) breaching the Company’s policies and procedures, including but not limited to the Code of Business Conduct; where applicable, the Company shall provide reasonable notice of any breach and opportunity to remediate.

Long-Term Incentive Awards. Subject to approval by the Compensation and Management Development Committee (the “Committee”) and the provisions of Gap Inc.'s 2016 Long-Term Incentive Plan (the “Stock Plan”) and the relevant grant agreement thereunder, effective August 22, 2023, you will be granted (a) restricted stock units with an aggregate value of approximately $650,000, representing your long-term

Bobby Martin
August 17, 2023
Page 2

incentive award in respect of Interim Chief Executive Officer service for August 2023 and (b) restricted stock units with an aggregate value of approximately $167,000, representing your long-term incentive award in respect of Executive Chair service for the remainder of fiscal Q3 2023. In the event your role as Executive Chair is extended beyond fiscal Q3 2023, subject to approval by the Committee, you will be eligible to receive additional quarterly grants of restricted stock units at the beginning of the applicable fiscal quarter having a quarterly aggregate value of approximately $250,000, prorated for any partial months of anticipated service during a quarter.

The number of shares under each award will be determined by dividing the aggregate value by the 20-trading day average of the closing price of one share of Gap Inc. common stock prior to the grant date, with such number rounded down to the nearest share. The awards are in the form of restricted stock units that are paid in Gap Inc. common stock upon vesting. The awards will vest on the one-year anniversary of the grant date, subject to the terms of the Stock Plan and the relevant grant agreement thereunder. Vesting of the restricted stock units will accelerate in the event that your employment is involuntarily terminated by the Company other than for Cause, death or Disability (defined below), or if you are not reelected as a member of the Board by the Company’s shareholders. For purposes of this letter, “Disability” shall have the meaning set forth in the Stock Plan. The restricted stock units are generally subject to income and employment tax withholding upon settlement following vesting.

Gift Match Program. Your $100,000 gift matching allowance previously approved by the Committee for calendar year 2023 will continue in effect through the end of calendar year 2023 and you will not be entitled to gift matching for the same period in your capacity as a Board member.

Other than as set forth above, the terms of your August 1, 2022 offer letter and any related documents remain unchanged.  


Yours sincerely,



/s/ Julie Gruber
Julie Gruber
Chief Legal and Compliance Officer, Gap Inc.

Confirmed this August 22, 2023



/s/ Bob L. Martin
Bob L. Martin


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 21, 2023
/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 21, 2023
/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 October 28, 2023 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 21, 2023
/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 October 28, 2023 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 21, 2023
/s/ Katrina O'Connell
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


v3.23.3
Cover Page - shares
 9 Months Ended
Oct. 28, 2023
Nov. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Oct. 28, 2023  
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, $0.05 par value  
Trading Symbol GPS  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   370,833,344
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0000039911  
Current Fiscal Year End Date --02-03  
Amendment Flag false  
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
shares in Millions, $ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Current assets:      
Cash and cash equivalents $ 1,351 $ 1,215 $ 679
Merchandise inventory 2,377 2,389 3,043
Other current assets 646 1,013 1,316
Total current assets 4,374 4,617 5,038
Property and equipment, net of accumulated depreciation 2,552 2,688 2,788
Operating Lease, Right-of-Use Asset 3,200 3,173 3,341
Other long-term assets 926 908 833
Total assets 11,052 11,386 12,000
Current liabilities:      
Accounts payable 1,433 1,320 1,388
Accrued expenses and other current liabilities 1,078 1,219 1,245
Operating Lease, Liability, Current 604 667 691
Income taxes payable 24 50 57
Total current liabilities 3,139 3,256 3,381
Long-term liabilities:      
Long-term Line of Credit 0 350 350
Total long-term debt 1,488 1,486 1,486
Operating Lease, Liability, Noncurrent 3,456 3,517 3,673
Lease incentives and other long-term liabilities 509 544 539
Total long-term liabilities $ 5,453 $ 5,897 $ 6,048
Common stock, shares outstanding (in shares) 371 366 365
Stockholders' equity:      
Authorized 2,300 shares for all periods presented $ 18 $ 18 $ 18
Additional Paid in Capital 93 27 16
Retained earnings 2,291 2,140 2,468
Amounts reclassified from accumulated other comprehensive income 58 48 69
Total stockholders' equity 2,460 2,233 2,571
Liabilities and Equity $ 11,052 $ 11,386 $ 12,000
Common stock, shares issued (in shares) 371 366 365
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
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
shares in Millions, $ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Property and equipment, accumulated depreciation $ 4,890 $ 4,837 $ 4,957
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
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Net Sales $ 3,767 $ 4,039 $ 10,591 $ 11,373
Cost of goods sold and occupancy expenses 2,211 2,530 6,488 7,438
Gross profit 1,556 1,509 4,103 3,935
Operating Expenses 1,306 1,323 3,757 3,974
Operating income (loss) 250 186 346 (39)
Interest Expense 28 22 66 63
Interest income (28) (4) (58) (6)
Income (Loss) before income taxes 250 168 338 (96)
Income taxes 32 (114) 21 (167)
Net income (loss) $ 218 $ 282 $ 317 $ 71
Weighted-average number of shares - basic (in shares) 371 365 369 367
Weighted-average number of shares - diluted (in shares) 375 366 373 370
Earnings (loss) per share - basic (in dollars per share) $ 0.59 $ 0.77 $ 0.86 $ 0.19
Earnings (loss) per share - diluted (in dollars per share) $ 0.58 $ 0.77 $ 0.85 $ 0.19
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Net income (loss) $ 218 $ 282 $ 317 $ 71
Other comprehensive income (loss), net of tax:        
Foreign currency translation 5 6 1 13
Change in fair value of derivative financial instruments, net of tax (tax benefit) 16 31 22 40
Reclassification adjustment for (gains) losses on derivative financial instruments, net of (tax) tax benefit 1 0 0 0
Reclassification adjustment for (gains) losses on derivative financial instruments, net of (tax) tax benefit (7) (14) (13) (22)
Other comprehensive income (loss), net of tax 14 23 10 31
Comprehensive income (loss) 232 305 327 102
Change in fair value of derivative financial instruments, net of tax (tax benefit) $ 1 $ 1 $ 3 $ 3
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Change in fair value of derivative financial instruments, net of tax (tax benefit) $ 1 $ 1 $ 3 $ 3
Reclassification adjustment for (gains) losses on derivative financial instruments, net of (tax) tax benefit $ 1 $ 0 $ 0 $ 0
v3.23.3
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)   371          
Stockholders' Equity Attributable to Parent $ 2,722 $ 19 $ 43 $ 2,622 $ 38    
Net income (loss) 71     71      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 13       13    
Change in fair value of derivative financial instruments, net of tax (tax benefit) 40       40    
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent (22)       (22)    
Stock Repurchased and Retired During Period, Shares   (11)          
Stock Repurchased and Retired During Period, Value (123) $ 1 (63) (59)      
Stock Issued During Period, Shares, Other           2 3
Stock Issued During Period, Value, Other 23 0 23        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (17) $ 0 (17)        
APIC, Share-based Payment Arrangement, Increase for Cost Recognition $ 30   30        
Common Stock, Dividends, Per Share, Declared $ 0.45            
Dividends, Cash $ (166)     (166)      
Common stock, shares issued (in shares)   364          
Stockholders' Equity Attributable to Parent 2,305 $ 18 0 2,241 46    
Net income (loss) 282     282      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 6       6    
Change in fair value of derivative financial instruments, net of tax (tax benefit) 31       31    
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent (14)       (14)    
Stock Repurchased and Retired During Period, Shares   (2)          
Stock Repurchased and Retired During Period, Value (12) $ 0 (12)        
Stock Issued During Period, Shares, Other           1 2
Stock Issued During Period, Value, Other 8 0 8        
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (2) $ 0 (2)        
APIC, Share-based Payment Arrangement, Increase for Cost Recognition $ 22   22        
Common Stock, Dividends, Per Share, Declared $ 0.15            
Dividends, Cash $ (55)     (55)      
Common stock, shares issued (in shares) 365 365          
Stockholders' Equity Attributable to Parent $ 2,571 $ 18 16 2,468 69    
Common stock, shares issued (in shares) 366 366          
Stockholders' Equity Attributable to Parent $ 2,233 $ 18 27 2,140 48    
Net income (loss) 317     317      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 1       1    
Change in fair value of derivative financial instruments, net of tax (tax benefit) 22       22    
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent (13)       (13)    
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), Foreign Currency Transaction and Translation Adjustment, Net of Tax 5       5    
Change in fair value of derivative financial instruments, net of tax (tax benefit) 16       16    
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent (7)       (7)    
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    
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Cash flows from operating activities:    
Net income (loss) $ 317 $ 71
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 394 402
Share-based compensation 64 28
Operating Lease, Impairment Loss 0 16
Other Asset Impairment Charges 2 10
Amortization of Debt Issuance Costs 3 5
Non-cash and other items 36 (8)
Gain (Loss) on Disposition of Business 0 35
Gain (Loss) on Disposition of Property Plant Equipment (47) (83)
Deferred income taxes (27) 32
Changes in operating assets and liabilities:    
Merchandise inventory (5) (78)
Other current assets and other long-term assets 81 (34)
Accounts payable 133 (503)
Accrued expenses and other current liabilities (11) (123)
Income taxes payable, net of receivables and other tax-related items 50 216
Lease incentives and other long-term liabilities (11) (7)
Operating lease assets and liabilities, net (147) (91)
Net cash provided by (used for) operating activities 832 (112)
Cash flows from investing activities:    
Purchases of property and equipment (288) (577)
Proceeds from Sale of Buildings 76 458
Proceeds from Divestiture of Businesses 9 0
Net cash provided by (used for) investing activities (203) (119)
Cash flows from financing activities:    
Proceeds from Lines of Credit 0 350
Repayments of revolving credit facility (350) 0
Proceeds from issuances under share-based compensation plans 18 23
Withholding tax payments related to vesting of stock units (16) (17)
Repurchases of common stock 0 (123)
Cash dividends paid (166) (166)
Other (2) (1)
Payments for Debt Issuance Costs 0 (6)
Net cash provided by (used for) financing activities (516) 60
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (7) (25)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect 106 (196)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents beginning of period 1,273 902
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period 1,379 706
Supplemental disclosure of cash flow information:    
Cash paid for interest during the period 72 70
Cash paid for income taxes during the period, net of refunds $ (1) $ (407)
v3.23.3
Accounting Policies
 9 Months Ended
Oct. 28, 2023
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 October 28, 2023 and October 29, 2022 and for all periods presented. The Condensed Consolidated Balance Sheet as of January 28, 2023 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 January 28, 2023.
The results of operations for the 13 and 39 weeks ended October 28, 2023 are not necessarily indicative of the operating results that may be expected for the 53-week period ending 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 new legislation. 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 worsen 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 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)October 28,
2023		January 28,
2023		October 29,
2022
Cash and cash equivalents, per Condensed Consolidated Balance Sheets$1,351 $1,215 $679 
Restricted cash included in other current assets— 32 1 
Restricted cash included in other long-term assets28 26 26 
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows$1,379 $1,273 $706 
Accounting Pronouncements
Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements and disclosures, based on current information.
ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations
In September 2022, the Financial Accounting Standards Board issued accounting standards update ("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the transparency of the use of supplier finance programs by requiring that the buyers in those programs provide additional disclosures about the program’s nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2022, except for the rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. The ASU does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. We adopted this ASU on January 29, 2023. See Note 13 of Notes to Condensed Consolidated Financial Statements for information regarding our supply chain finance program.
v3.23.3
Revenue - USD ($)
$ in Millions
 9 Months Ended
Oct. 28, 2023
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
Disaggregation of Net Sales
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 or the distribution center or store from which the products were shipped.
Net sales disaggregated by channel are as follows:
13 Weeks Ended39 Weeks Ended
($ in millions)October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Store and franchise sales$2,331 $2,478 $6,771 $7,168 
Online sales (1)1,436 1,561 3,820 4,205 
Total net sales$3,767 $4,039 $10,591 $11,373 
__________
(1)Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives.
Net sales disaggregated by brand and region are as follows:
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 28, 2023
U.S. (1)$1,917 $664 $398 $267 $15 $3,261 
Canada193 96 42 10 — 341 
Europe— 29 1 — — 30 
Asia1 71 12 — — 84 
Other regions15 27 7 2 — 51 
Total$2,126 $887 $460 $279 $15 $3,767 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 29, 2022
U.S. (1)$1,936 $690 $448 $326 $4 $3,404 
Canada184 95 47 7 — 333 
Europe1 58 1 1 — 61 
Asia— 143 14 — — 157 
Other regions16 55 7 6 — 84 
Total$2,137 $1,041 $517 $340 $4 $4,039 
($ 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 
Europe1 87 2 1 — 91 
Asia2 225 40 — — 267 
Other regions56 87 21 4 — 168 
Total$5,915 $2,334 $1,372 $941 $29 $10,591 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended October 29, 2022
U.S. (1)$5,489 $1,752 $1,324 $1,005 $10 $9,580 
Canada514 241 143 23 — 921 
Europe2 163 4 3 — 172 
Asia1 425 48 — — 474 
Other regions62 132 19 13 — 226 
Total$6,068 $2,713 $1,538 $1,044 $10 $11,373 
__________
(1)U.S. includes the United States and Puerto Rico.
(2)Primarily consists of net sales from revenue-generating strategic initiatives.
Deferred Revenue
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 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.
For the 13 weeks ended October 29, 2022, the opening balance of deferred revenue for these obligations was $321 million, of which $119 million was recognized as revenue during the period. For the 39 weeks ended October 29, 2022, the opening balance of deferred revenue for these obligations was $345 million, of which $212 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $323 million as of October 29, 2022.
In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a new long-term credit card program. In May 2022, the Company launched the new credit card program with Barclays and Mastercard and accordingly, our prior credit card program with Synchrony Financial was discontinued. The Company received an upfront payment of $60 million related to the new agreements prior to the program launch, which is being recognized as revenue over the term of the agreements.
  
v3.23.3
Restructuring
 9 Months Ended
Oct. 28, 2023
Restructuring and Related Activities [Abstract]  
Restructuring and Related Activities Disclosure [Text Block] Restructuring
On April 25, 2023, the Company's management committed to a restructuring plan (the "Plan") as part of the Company's previously announced efforts to simplify and optimize its operating model and structure. The Plan includes a reduction in workforce of approximately 1,800 employees, primarily in headquarters locations. The actions associated with the reduction of the Company's workforce under the Plan have been substantially completed.
In connection with the Plan, the Company incurred $5 million and $93 million in pre-tax restructuring costs during the 13 and 39 weeks ended October 28, 2023, respectively. The costs incurred in connection with the Plan are as follows:
13 Weeks Ended
October 28, 2023		39 Weeks Ended
October 28, 2023
($ in millions)Cost of Goods Sold and Occupancy ExpensesOperating ExpensesTotal CostsCost of Goods Sold and Occupancy ExpensesOperating ExpensesTotal Costs
Employee-related costs$— $(1)$(1)$4 $60 $64 
Consulting and other associated costs— 6 6 — 29 29 
Total restructuring costs$— $5 $5 $4 $89 $93 
The following table summarizes restructuring costs that will be settled with cash payments and the related liability balances as of October 28, 2023, which are primarily included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet:
($ in millions)Employee-Related CostsConsulting and Other Associated CostsTotal
Balance at January 28, 2023$— $— $— 
13 Weeks Ended April 29, 2023
Provision62 13 75 
Cash payments— (10)(10)
Balance at April 29, 202362 3 65 
13 Weeks Ended July 29, 2023
Provision3 10 13 
Cash payments(45)(7)(52)
Balance at July 29, 202320 6 26 
13 Weeks Ended October 28, 2023
Provision— 6 6 
Adjustments(1)— (1)
Cash payments(11)(12)(23)
Balance at October 28, 2023$8 $— $8 
v3.23.3
Income Taxes
 9 Months Ended
Oct. 28, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The effective income tax rate was 12.8 percent for the 13 weeks ended October 28, 2023, compared with negative 67.9 percent for the 13 weeks ended October 29, 2022. The change in the effective tax rate for the 13 weeks ended October 28, 2023 compared with the 13 weeks ended October 29, 2022 is primarily due to changes in the amount and jurisdictional mix of pre-tax earnings, the cumulative impact of a change in the Company's estimated annual effective tax rate recognized in the prior year, and a current year tax benefit from the impact of foreign valuation allowances.
The effective income tax rate was 6.2 percent for the 39 weeks ended October 28, 2023, compared with 174.0 percent for the 39 weeks ended October 29, 2022. The change in the effective tax rate for the 39 weeks ended October 28, 2023 compared with the 39 weeks ended October 29, 2022 is primarily due to changes in the amount and jurisdictional mix of pre-tax earnings, the cumulative impact of a change in the Company's estimated annual effective tax rate recognized in the prior year, and current year tax benefits from the impact of valuation allowances and a U.S. transfer pricing settlement related to our sourcing activities.
v3.23.3
Debt and Credit Facilities
 3 Months Ended
Oct. 28, 2023
Debt Disclosure [Abstract]  
Debt and Credit Facilities Debt and Credit Facilities
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
2029 Notes$750 $750 $750 
2031 Notes750 750 750 
Less: Unamortized debt issuance costs(12)(14)(14)
Total long-term debt$1,488 $1,486 $1,486 
The scheduled maturity of the Senior Notes is as follows:
Scheduled Maturity ($ 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)Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. 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.
On September 27, 2021, we completed the issuance of $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 October 28, 2023, the aggregate estimated fair value of the Senior Notes was $1.10 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.
On May 7, 2020, we entered into a senior secured asset-based revolving credit agreement (the "ABL Facility"), which was previously scheduled to expire in May 2023. On July 13, 2022, we entered into an amendment and restatement of the ABL Facility. Among other changes, the amendment and restatement extended the maturity of the ABL Facility to July 2027, increased the borrowing capacity from $1.8675 billion to $2.2 billion, modified the reference rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"), and reduced the applicable interest rate margin. Following the amendment and restatement, the ABL Facility generally bears interest at a per annum rate based on SOFR (subject to a zero floor) plus a margin, depending on borrowing base availability. The ABL Facility is available for working capital, capital expenditures, and other general corporate purposes.
As of January 28, 2023 and October 29, 2022, the Company's outstanding borrowing under the ABL Facility was $350 million and was recorded in long-term liabilities on the Condensed Consolidated Balance Sheet. In the second quarter of fiscal 2023, the Company repaid an aggregate of $200 million to reduce the outstanding borrowing under the ABL Facility to $150 million as of July 29, 2023. During the 13 weeks ended October 28, 2023, the Company repaid the remaining $150 million outstanding borrowing under the ABL Facility. There were no borrowings under the ABL Facility as of October 28, 2023.
We also have the ability to issue letters of credit on our ABL Facility. As of October 28, 2023, we had $49 million in standby letters of credit issued under the ABL Facility.
v3.23.3
Fair Value Measurements
 9 Months Ended
Oct. 28, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques.
There were no material purchases, sales, issuances, or settlements related to recurring level 3 measurements for the 13 and 39 weeks ended October 28, 2023 or October 29, 2022.
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents held at amortized cost are as follows:
  Fair Value Measurements at Reporting Date Using
($ 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 $4 
Liabilities:
Derivative financial instruments$— $— $— $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)January 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$15 $— $15 $— 
Derivative financial instruments11 — 11 — 
Deferred compensation plan assets34 34 — — 
Other assets4 — — 4 
Total$64 $34 $26 $4 
Liabilities:
Derivative financial instruments$20 $— $20 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)October 29, 2022Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$19 $— $19 $— 
Derivative financial instruments46 — 46 — 
Deferred compensation plan assets37 37 — — 
Other assets4 — — 4 
Total$106 $37 $65 $4 
Liabilities:
Derivative financial instruments$2 $— $2 $— 
We have highly liquid fixed and variable income investments classified as cash equivalents. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Our cash equivalents are placed primarily in time deposits.
Derivative financial instruments primarily include foreign exchange forward contracts. See Note 7 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 October 28, 2023.
During the 39 weeks ended October 29, 2022, the Company recorded impairment of store assets of $10 million and impairment of operating lease assets of $16 million. The impairment of the store assets reduced the carrying amount of the applicable long-lived assets of $12 million to their estimated fair value of $2 million. The impairment of operating lease assets reduced the carrying amount of the applicable long-lived assets of $62 million to their estimated fair value of $46 million. The impairment charges were recorded in operating expenses on the Condensed Consolidated Statement of Operations.
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 October 28, 2023 or October 29, 2022.
v3.23.3
Derivative Financial Instruments
 9 Months Ended
Oct. 28, 2023
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, Mexican peso, 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 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)October 28,
2023		January 28,
2023		October 29,
2022
Derivatives designated as cash flow hedges$357 $441 $491 
Derivatives not designated as hedging instruments526 645 583 
Total$883 $1,086 $1,074 
Quantitative Disclosures about Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
Derivatives designated as cash flow hedges:
Other current assets$13 $9 $25 
Other long-term assets2 — 4 
Accrued expenses and other current liabilities— 5 — 
Other long-term liabilities— — — 
Derivatives not designated as hedging instruments:
Other current assets19 2 17 
Accrued expenses and other current liabilities— 15 2 
Total derivatives in an asset position$34 $11 $46 
Total derivatives in a liability position$— $20 $2 
The majority of the unrealized gains and losses from designated cash flow hedges as of October 28, 2023 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of October 28, 2023 shown above.
Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Condensed Consolidated Balance Sheets, and as such, the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements were not material for all periods presented.
See Note 6 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.
The pre-tax amounts recognized in net income related to derivative instruments are as follows:
Location and Amount of Gain
Recognized in Net Income
13 Weeks Ended
October 28, 2023		13 Weeks Ended
October 29, 2022
($ 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$2,211 $1,306 $2,530 $1,323 
Gain recognized in net income
Derivatives designated as cash flow hedges (6)— (14)— 
Derivatives not designated as hedging instruments— (27)— (51)
Total gain recognized in net income
$(6)$(27)$(14)$(51)
Location and Amount of Gain
Recognized in Net Income
39 Weeks Ended
October 28, 2023		39 Weeks Ended
October 29, 2022
($ 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$6,488 $3,757 $7,438 $3,974 
Gain recognized in net income
Derivatives designated as cash flow hedges (13)— (22)— 
Derivatives not designated as hedging instruments— (25)— (80)
Total gain recognized in net income
$(13)$(25)$(22)$(80)
v3.23.3
Share Repurchases
 9 Months Ended
Oct. 28, 2023
Disclosure Share Repurchase Activity [Abstract]  
Share Repurchases Share Repurchases
Share repurchase activity is as follows:
 13 Weeks Ended39 Weeks Ended
($ and shares in millions except average per share cost)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Number of shares repurchased (1)— 1.2 — 10.6 
Total cost$— $12 $— $123 
Average per share cost including commissions $— $10.20 $— $11.59 
_________
(1)Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
In February 2019, the Company's Board of Directors (the "Board") approved a $1.0 billion share repurchase authorization (the "February 2019 repurchase program"). The February 2019 repurchase program had $476 million remaining as of October 28, 2023. All common stock repurchased is immediately retired.
v3.23.3
Earnings (Loss) Per Share
 9 Months Ended
Oct. 28, 2023
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)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Weighted-average number of shares - basic371 365 369 367 
Common stock equivalents
4 1 4 3 
Weighted-average number of shares - diluted375 366 373 370 
The anti-dilutive shares related to stock options and other stock awards excluded from the computation of weighted-average number of shares – diluted were 5 million and 14 million for the 13 weeks ended October 28, 2023 and October 29, 2022, respectively, and 6 million and 14 million for the 39 weeks ended October 28, 2023 and October 29, 2022, respectively, as their inclusion would have an anti-dilutive effect on earnings per share.
v3.23.3
Commitments and Contingencies
 9 Months Ended
Oct. 28, 2023
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 October 28, 2023, 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 October 28, 2023, January 28, 2023, and October 29, 2022, 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 October 28, 2023, 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.
v3.23.3
Segment Information
 9 Months Ended
Oct. 28, 2023
Segment Reporting [Abstract]  
Segment Information Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of October 28, 2023, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each operating segment has a brand president who is responsible for various geographies and channels. Each of our brands serves customer demand through stores and online channels, 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 October 28, 2023. 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.
v3.23.3
Divestitures
 9 Months Ended
Oct. 28, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure Divestitures
On February 1, 2022, we completed the transition of our Gap Italy operations to a third party, OVS S.p.A. ("OVS"), to operate Gap Italy stores as a franchise partner. We completed the transition of our United Kingdom and Ireland online operations to a franchise partner through a joint venture with Next Plc on August 10, 2022. The impacts from these transactions upon divestiture were not material to our results of operations for the 39 weeks ended October 29, 2022.
We sold our distribution center in Rugby, England for $125 million on September 30, 2022. As a result of this transaction, the Company recognized a pre-tax gain on sale of $83 million within operating expenses on the Condensed Consolidated Statement of Operations during the 13 weeks ended October 29, 2022.
We also completed the transition of our Old Navy Mexico operations to a third party, Grupo Axo, to operate Old Navy Mexico stores as a franchise partner, on August 1, 2022. As a result of this transaction, the Company recognized a pre-tax loss of $35 million in the second quarter of fiscal 2022 when the assets were reclassified as held for sale. The pre-tax loss was recognized within operating expenses on the Condensed Consolidated Statement of Operations.
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.
v3.23.3
Supply Chain Finance Program
 9 Months Ended
Oct. 28, 2023
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.
We may agree to side letters with participating financial institutions related to the SCF program that require us to transfer a certain amount of cash to be used as collateral for our payment obligations in a specified period. These collateral amounts, if applicable, are classified as restricted cash on our Condensed Consolidated Balance Sheets. There were no collateral amounts under the SCF program as of October 28, 2023 and October 29, 2022. The collateral amount under the SCF program was $30 million as of January 28, 2023. Additionally, our lenders under the ABL Facility who also participate in the SCF program have their related financings secured pursuant to the terms of the ABL Facility.
The Company's outstanding obligations under the SCF program were $344 million, $316 million, and $206 million as of October 28, 2023, January 28, 2023, and October 29, 2022, respectively, and were included in accounts payable on the Condensed Consolidated Balance Sheets.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Pay vs Performance Disclosure        
Net income (loss) $ 218 $ 282 $ 317 $ 71
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Oct. 28, 2023
shares
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Julie Gruber [Member]  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement On August 29, 2023, Julie Gruber, Chief Legal and Compliance Officer and Corporate Secretary, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 417,892 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on March 14, 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
Adoption Date August 29, 2023
Aggregate Available 417,892
Katrina O'Connell [Member]  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement On August 28, 2023, 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 471,700 shares of Gap Inc. common stock. Unless otherwise terminated pursuant to its terms, the plan will terminate on August 28, 2024 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 August 28, 2023
Aggregate Available 471,700
v3.23.3
Accounting Policies (Tables)
 9 Months Ended
Oct. 28, 2023
Supplemental Cash Flow Elements [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
As of 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)October 28,
2023		January 28,
2023		October 29,
2022
Cash and cash equivalents, per Condensed Consolidated Balance Sheets$1,351 $1,215 $679 
Restricted cash included in other current assets— 32 1 
Restricted cash included in other long-term assets28 26 26 
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows$1,379 $1,273 $706 
v3.23.3
Revenue (Tables)
 9 Months Ended
Oct. 28, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue [Table Text Block]
Net sales disaggregated by channel are as follows:
13 Weeks Ended39 Weeks Ended
($ in millions)October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Store and franchise sales$2,331 $2,478 $6,771 $7,168 
Online sales (1)1,436 1,561 3,820 4,205 
Total net sales$3,767 $4,039 $10,591 $11,373 
__________
(1)Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives.
Net Sales by Brand and Region
Net sales disaggregated by brand and region are as follows:
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 28, 2023
U.S. (1)$1,917 $664 $398 $267 $15 $3,261 
Canada193 96 42 10 — 341 
Europe— 29 1 — — 30 
Asia1 71 12 — — 84 
Other regions15 27 7 2 — 51 
Total$2,126 $887 $460 $279 $15 $3,767 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
13 Weeks Ended October 29, 2022
U.S. (1)$1,936 $690 $448 $326 $4 $3,404 
Canada184 95 47 7 — 333 
Europe1 58 1 1 — 61 
Asia— 143 14 — — 157 
Other regions16 55 7 6 — 84 
Total$2,137 $1,041 $517 $340 $4 $4,039 
($ 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 
Europe1 87 2 1 — 91 
Asia2 225 40 — — 267 
Other regions56 87 21 4 — 168 
Total$5,915 $2,334 $1,372 $941 $29 $10,591 
($ in millions)Old Navy GlobalGap GlobalBanana Republic GlobalAthleta GlobalOther (2)Total
39 Weeks Ended October 29, 2022
U.S. (1)$5,489 $1,752 $1,324 $1,005 $10 $9,580 
Canada514 241 143 23 — 921 
Europe2 163 4 3 — 172 
Asia1 425 48 — — 474 
Other regions62 132 19 13 — 226 
Total$6,068 $2,713 $1,538 $1,044 $10 $11,373 
__________
(1)U.S. includes the United States and Puerto Rico.
(2)Primarily consists of net sales from revenue-generating strategic initiatives.
v3.23.3
Restructuring (Tables)
 9 Months Ended
Oct. 28, 2023
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs The costs incurred in connection with the Plan are as follows:
13 Weeks Ended
October 28, 2023		39 Weeks Ended
October 28, 2023
($ in millions)Cost of Goods Sold and Occupancy ExpensesOperating ExpensesTotal CostsCost of Goods Sold and Occupancy ExpensesOperating ExpensesTotal Costs
Employee-related costs$— $(1)$(1)$4 $60 $64 
Consulting and other associated costs— 6 6 — 29 29 
Total restructuring costs$— $5 $5 $4 $89 $93 
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes restructuring costs that will be settled with cash payments and the related liability balances as of October 28, 2023, which are primarily included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet:
($ in millions)Employee-Related CostsConsulting and Other Associated CostsTotal
Balance at January 28, 2023$— $— $— 
13 Weeks Ended April 29, 2023
Provision62 13 75 
Cash payments— (10)(10)
Balance at April 29, 202362 3 65 
13 Weeks Ended July 29, 2023
Provision3 10 13 
Cash payments(45)(7)(52)
Balance at July 29, 202320 6 26 
13 Weeks Ended October 28, 2023
Provision— 6 6 
Adjustments(1)— (1)
Cash payments(11)(12)(23)
Balance at October 28, 2023$8 $— $8 
v3.23.3
Debt and Credit Facilities Long Term Debt (Tables)
 9 Months Ended
Oct. 28, 2023
Debt Disclosure [Abstract]  
Long Term Debt
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
2029 Notes$750 $750 $750 
2031 Notes750 750 750 
Less: Unamortized debt issuance costs(12)(14)(14)
Total long-term debt$1,488 $1,486 $1,486 
Schedule of Maturities of Long-term Debt [Table Text Block]
The scheduled maturity of the Senior Notes is as follows:
Scheduled Maturity ($ 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$1,500 
__________
(1)Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
(2)Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
v3.23.3
Fair Value Measurements (Tables)
 9 Months Ended
Oct. 28, 2023
Fair Value Disclosures [Abstract]  
Financial Assets And Liabilities Measured At Fair Value On Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents held at amortized cost are as follows:
  Fair Value Measurements at Reporting Date Using
($ 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 $4 
Liabilities:
Derivative financial instruments$— $— $— $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)January 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$15 $— $15 $— 
Derivative financial instruments11 — 11 — 
Deferred compensation plan assets34 34 — — 
Other assets4 — — 4 
Total$64 $34 $26 $4 
Liabilities:
Derivative financial instruments$20 $— $20 $— 
  Fair Value Measurements at Reporting Date Using
($ in millions)October 29, 2022Quoted Prices in
Active Markets for
Identical Assets
(Level 1)		Significant Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
Assets:
Cash equivalents$19 $— $19 $— 
Derivative financial instruments46 — 46 — 
Deferred compensation plan assets37 37 — — 
Other assets4 — — 4 
Total$106 $37 $65 $4 
Liabilities:
Derivative financial instruments$2 $— $2 $— 
v3.23.3
Derivative Financial Instruments (Tables)
 9 Months Ended
Oct. 28, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Foreign Exchange Forward Contracts Outstanding
We had foreign exchange forward contracts outstanding in the following notional amounts:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
Derivatives designated as cash flow hedges$357 $441 $491 
Derivatives not designated as hedging instruments526 645 583 
Total$883 $1,086 $1,074 
Fair Values of Asset and Liability Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
($ in millions)October 28,
2023		January 28,
2023		October 29,
2022
Derivatives designated as cash flow hedges:
Other current assets$13 $9 $25 
Other long-term assets2 — 4 
Accrued expenses and other current liabilities— 5 — 
Other long-term liabilities— — — 
Derivatives not designated as hedging instruments:
Other current assets19 2 17 
Accrued expenses and other current liabilities— 15 2 
Total derivatives in an asset position$34 $11 $46 
Total derivatives in a liability position$— $20 $2 
Effects of Derivative Financial Instruments on OCI and Condensed Consolidated Statements of Income
The pre-tax amounts recognized in net income related to derivative instruments are as follows:
Location and Amount of Gain
Recognized in Net Income
13 Weeks Ended
October 28, 2023		13 Weeks Ended
October 29, 2022
($ 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$2,211 $1,306 $2,530 $1,323 
Gain recognized in net income
Derivatives designated as cash flow hedges (6)— (14)— 
Derivatives not designated as hedging instruments— (27)— (51)
Total gain recognized in net income
$(6)$(27)$(14)$(51)
v3.23.3
Share Repurchases (Tables)
 9 Months Ended
Oct. 28, 2023
Disclosure Share Repurchase Activity [Abstract]  
Share Repurchase Activity
Share repurchase activity is as follows:
 13 Weeks Ended39 Weeks Ended
($ and shares in millions except average per share cost)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Number of shares repurchased (1)— 1.2 — 10.6 
Total cost$— $12 $— $123 
Average per share cost including commissions $— $10.20 $— $11.59 
_________
(1)Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
v3.23.3
Earnings (Loss) Per Share (Tables)
 9 Months Ended
Oct. 28, 2023
Earnings Per Share [Abstract]  
Weighted-Average Number of Shares
Weighted-average number of shares used for earnings per share is as follows:
 13 Weeks Ended39 Weeks Ended
(shares in millions)October 28,
2023		October 29,
2022		October 28,
2023		October 29,
2022
Weighted-average number of shares - basic371 365 369 367 
Common stock equivalents
4 1 4 3 
Weighted-average number of shares - diluted375 366 373 370 
v3.23.3
Accounting Policies Supplemental Cash Flow Disclosures (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Jan. 29, 2022
Restricted Cash and Cash Equivalents Items [Line Items]        
Cash and cash equivalents $ 1,351 $ 1,215 $ 679  
Restricted Cash, Current 0 32 1  
Restricted Cash, Noncurrent 28 26 26  
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period 1,379 1,273 706 $ 902
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 1,351 1,215 679  
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period $ 1,379 $ 1,273 $ 706  
v3.23.3
Revenue Disaggregation (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Disaggregation of Revenue        
Revenues $ 3,767 $ 4,039 $ 10,591 $ 11,373
Store and Franchise Sales        
Disaggregation of Revenue        
Revenues 2,331 2,478 6,771 7,168
Online Sales        
Disaggregation of Revenue        
Revenues [1] $ 1,436 $ 1,561 $ 3,820 $ 4,205
[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.
v3.23.3
Net Sales by Brand and Region (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales $ 3,767 $ 4,039 $ 10,591 $ 11,373
Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 2,126 2,137 5,915 6,068
Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 887 1,041 2,334 2,713
Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 460 517 1,372 1,538
Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 279 340 941 1,044
Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1] 15 4 29 10
U.S.        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 3,261 3,404 9,174 9,580
U.S. | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 1,917 1,936 5,353 5,489
U.S. | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 664 690 1,702 1,752
U.S. | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 398 448 1,187 1,324
U.S. | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [2] 267 326 903 1,005
U.S. | Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1],[2] 15 4 29 10
Canada        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 341 333 891 921
Canada | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 193 184 503 514
Canada | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 96 95 233 241
Canada | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 42 47 122 143
Canada | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 10 7 33 23
Canada | Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1] 0 0 0 0
Europe        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 30 61 91 172
Europe | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 0 1 1 2
Europe | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 29 58 87 163
Europe | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 1 1 2 4
Europe | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 0 1 1 3
Europe | Other entities [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales [1] 0 0 0 0
Asia        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 84 157 267 474
Asia | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 1 0 2 1
Asia | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 71 143 225 425
Asia | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 12 14 40 48
Asia | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 0 0 0 0
Asia | 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 51 84 168 226
Other Regions | Old Navy        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 15 16 56 62
Other Regions | Gap        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 27 55 87 132
Other Regions | Banana Republic [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 7 7 21 19
Other Regions | Athleta [Member]        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Net Sales 2 6 4 13
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.
v3.23.3
Revenue - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Jul. 29, 2023
Jan. 28, 2023
Jul. 30, 2022
Apr. 30, 2022
Jan. 29, 2022
Revenue from Contract with Customer [Abstract]                  
Contract with Customer, Liability $ 315 $ 323 $ 315 $ 323 $ 327 $ 354 $ 321   $ 345
Contract with Customer, Liability, Revenue Recognized $ 119 $ 119 $ 227 $ 212          
Liabilities, Other than Long-term Debt, Noncurrent               $ 60  
v3.23.3
Restructuring (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Jul. 29, 2023
Apr. 29, 2023
Oct. 28, 2023
Jan. 28, 2023
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges $ 5     $ 93  
Restructuring Reserve, Accrual Adjustment (1)        
Restructuring Reserve 8 $ 26 $ 65 8 $ 0
Payments for Restructuring (23) (52) (10)    
Charges that will be settled with cash payments          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 6 13 75    
Employee Severance          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges (1)     64  
Restructuring Reserve, Accrual Adjustment (1)        
Restructuring Reserve 8 20 62 8 0
Payments for Restructuring (11) (45) 0    
Employee Severance | Charges that will be settled with cash payments          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0 3 62    
Other Restructuring          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 6     29  
Restructuring Reserve, Accrual Adjustment 0        
Restructuring Reserve 0 6 3 0 $ 0
Payments for Restructuring (12) (7) (10)    
Other Restructuring | Charges that will be settled with cash payments          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 6 $ 10 $ 13    
Cost of Goods Sold and Occupancy Expense          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0     4  
Cost of Goods Sold and Occupancy Expense | Employee Severance          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0     4  
Cost of Goods Sold and Occupancy Expense | Other Restructuring          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 0     0  
Operating Expenses [Member]          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges 5     89  
Operating Expenses [Member] | Employee Severance          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges (1)     60  
Operating Expenses [Member] | Other Restructuring          
Restructuring Cost and Reserve [Line Items]          
Restructuring Charges $ 6     $ 29  
v3.23.3
Income Taxes - Additional Information (Details)
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Income Tax Disclosure [Abstract]        
Effective Income Tax Rate, Percent 12.80% (67.90%) 6.20% 174.00%
v3.23.3
Debt and Credit Facilities Long Term Debt (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Debt Instrument [Line Items]      
Notes $ 1,488 $ 1,486 $ 1,486
Total long-term debt 1,488 1,486 1,486
Unamortized Debt Issuance Expense (12) (14) (14)
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] Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. 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.
v3.23.3
Debt and Credit Facilities Scheduled Maturity of Notes (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Jul. 29, 2023
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Debt Instrument [Line Items]          
Debt Instrument, Face Amount $ 1,500   $ 1,500    
Repayments of Long-Term Lines of Credit 150 $ 200      
2031 Notes [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Face Amount $ 750 [1]   $ 750 [1] $ 750 $ 750
Debt Instrument, Interest Rate, Stated Percentage 3.875%   3.875%    
Debt Instrument, Payment Terms     Semi-Annual    
2029 Notes [Member]          
Debt Instrument [Line Items]          
Debt Instrument, Face Amount $ 750 [2]   $ 750 [2] $ 750 $ 750
Debt Instrument, Interest Rate, Stated Percentage 3.625%   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] Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. 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.
v3.23.3
Debt and Credit Facilities - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Oct. 28, 2023
Jul. 29, 2023
Jan. 28, 2023
Oct. 29, 2022
Jul. 30, 2022
Debt Instrument [Line Items]          
Debt Instrument, Face Amount $ 1,500.0        
Estimated fair value 1,100.0        
Long-term Line of Credit 0.0   $ 350.0 $ 350.0  
Line of Credit Facility [Line Items]          
Repayments of Long-Term Lines of Credit 150.0 $ 200.0      
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 $ 49.0        
Long-term Line of Credit   $ 150.0 $ 350.0 $ 350.0  
ABL Facility [Member] | Previous ABL Facility          
Debt Instrument [Line Items]          
Line of Credit Facility, Maximum borrowing capacity         $ 1,867.5
[1] Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. 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.
v3.23.3
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Assets:      
Cash equivalents $ 1 $ 15 $ 19
Derivative financial instruments 34 11 46
Deferred compensation plan assets 31 34 37
Other Assets, Fair Value Disclosure 4 4 4
Total 70 64 106
Liabilities:      
Derivative financial instruments 0 20 2
Fair Value, Inputs, Level 1 [Member]      
Assets:      
Cash equivalents 0 0 0
Derivative financial instruments 0 0 0
Deferred compensation plan assets 31 34 37
Other Assets, Fair Value Disclosure 0 0 0
Total 31 34 37
Liabilities:      
Derivative financial instruments 0 0 0
Fair Value, Inputs, Level 2 [Member]      
Assets:      
Cash equivalents 1 15 19
Derivative financial instruments 34 11 46
Deferred compensation plan assets 0 0 0
Other Assets, Fair Value Disclosure 0 0 0
Total 35 26 65
Liabilities:      
Derivative financial instruments 0 20 2
Fair Value, Inputs, Level 3 [Member]      
Assets:      
Cash equivalents 0 0 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
v3.23.3
Fair Value Measurements - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
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
v3.23.3
Fair Value Measurements Long Lived Assets Impairments (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Long Lived Assets [Line Items]        
Goodwill, Impairment Loss $ 0 $ 0 $ 0 $ 0
Total Impairment Charges 0   0  
Other indefinite-lived intangible assets impairment charges $ 0 0 $ 0 0
Store Assets [Member]        
Long Lived Assets [Line Items]        
Total Impairment Charges       10
Long Lived Asset Carrying Value   12   12
Impaired Asset at Fair Value   2   2
Operating lease Impairment [Member]        
Long Lived Assets [Line Items]        
Total Impairment Charges       16
Long Lived Asset Carrying Value   62   62
Impaired Asset at Fair Value   $ 46   $ 46
v3.23.3
Derivative Financial Instruments - Foreign Exchange Contracts Outstanding to Sell Various Currencies (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Derivative [Line Items]      
Derivative, Notional Amount $ 883 $ 1,086 $ 1,074
Derivatives in cash flow hedging relationships      
Derivative [Line Items]      
Derivative, Notional Amount 357 441 491
Not Designated as Hedging Instrument      
Derivative [Line Items]      
Derivative, Notional Amount $ 526 $ 645 $ 583
v3.23.3
Derivative Financial Instruments - Fair Values of Asset and Liability Derivative Financial Instruments (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets $ 34 $ 11 $ 46
Derivative financial instruments, liabilities 0 20 2
Foreign Exchange Forward Contract      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 34 11 46
Derivative financial instruments, liabilities 0 20 2
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Other Current Assets [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 13 9 25
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Other Assets [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 2 0 4
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Accrued Liabilities Current [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, liabilities 0 5 0
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Lease Incentive And Other Long Term Liabilities [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, liabilities 0 0 0
Not Designated as Hedging Instrument | Foreign Exchange Forward Contract | Other Current Assets [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, assets 19 2 17
Not Designated as Hedging Instrument | Foreign Exchange Forward Contract | Accrued Liabilities Current [Member]      
Derivatives, Fair Value [Line Items]      
Derivative financial instruments, liabilities $ 0 $ 15 $ 2
v3.23.3
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
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Derivative Instruments, (Gain) Loss [Line Items]        
Cost of goods sold and occupancy expenses $ 2,211 $ 2,530 $ 6,488 $ 7,438
Operating Expenses 1,306 1,323 3,757 3,974
Cost of Goods Sold and Occupancy Expense        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net (6) (14) (13) (22)
Operating Expenses [Member]        
Derivative Instruments, (Gain) Loss [Line Items]        
(Gain) loss reclassified from accumulated OCI into income, effective portion, net (27) (51) (25) (80)
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 (6) (14) (13) (22)
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 (27) (51) (25) (80)
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
v3.23.3
Derivative Financial Instruments - Additional Information (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Derivative [Line Items]      
Amounts Subject to Enforceable Master Netting Arrangements $ 0 $ 0 $ 0
v3.23.3
Share Repurchase Activity (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Feb. 26, 2019
Disclosure Share Repurchase Activity [Abstract]          
Number of shares repurchased 0.0 1.2 [1] 0.0 10.6 [1]  
Total cost $ 0 $ 12 $ 0 $ 123  
Average per share cost including commissions (in dollars per share) $ 0 $ 10.20 $ 0 $ 11.59  
Stock Repurchase Program, Authorized Amount         $ 1,000
Share repurchases, remaining amount $ 476   $ 476    
[1] Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
v3.23.3
Earnings (Loss) Per Share - Weighted Average Number of Shares (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Earnings Per Share [Abstract]        
Weighted-average number of shares - basic (in shares) 371 365 369 367
Common stock equivalents (in shares) 4 1 4 3
Weighted-average number of shares - diluted (in shares) 375 366 373 370
v3.23.3
Earnings (Loss) Per Share - Additional Information (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2023
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Earnings Per Share [Abstract]        
Shares excluded from the computations of weighted-average number of shares - diluted 5 14 6 14
v3.23.3
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Commitments and Contingencies [Line Items]      
Loss Contingency, Estimate of Possible Loss $ 0 $ 0 $ 0
v3.23.3
Segment Information - Additional Information (Details)
 9 Months Ended
Oct. 28, 2023
Segment
Segment Reporting [Abstract]  
Number of reportable segments (in segments) 1
v3.23.3
Divestitures - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 28, 2023
Oct. 29, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Proceeds from Sale of Buildings   $ 76 $ 458
Gain (Loss) on Disposition of Property Plant Equipment   47 83
Gain (Loss) on Disposition of Business   0 35
Proceeds from Sale of Buildings   76 458
Gain (Loss) on Disposition of Property Plant Equipment   $ 47 $ 83
Distribution Center [Member]      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Proceeds from Sale of Buildings $ 125    
Gain (Loss) on Disposition of Property Plant Equipment (83)    
Proceeds from Sale of Buildings 125    
Gain (Loss) on Disposition of Property Plant Equipment $ (83)    
v3.23.3
Supply Chain Finance Program (Details) - USD ($)
$ in Millions
Oct. 28, 2023
Jan. 28, 2023
Oct. 29, 2022
Supplier Finance Program Liabilities [Abstract]      
Supplier Finance Program, Obligation, Current $ 344 $ 316 $ 206
Collateral Pledged [Member]      
Supplier Finance Program [Line Items]      
Restricted Cash $ 0 $ 30 $ 0
Gap (NYSE:GPS)
Historical Stock Chart
Von Apr 2024 bis Mai 2024 Click Here for more Gap Charts.
Gap (NYSE:GPS)
Historical Stock Chart
Von Mai 2023 bis Mai 2024 Click Here for more Gap Charts.