2 0 2 3
ANNUAL
ANNUAL
REPORT
REPORT
DEAR
DEAR
SHAREHOLDERS,
SHAREHOLDERS,
In my first letter to you as CEO of Gap Inc., I want to
begin by thanking you for your support of this remarkable
Company. It’s impossible to ignore the impressive scale
of Gap Inc. We have four iconic brands with nearly 2,600
Company operated stores. We are the #2 player in US
apparel ecommerce. And we have millions of customers
who rely on us for fashion that both functions and makes
them feel good.
While fiscal 2023 was a year marked by volatility for most
of the industry, it was also a turning point for Gap Inc.
The comprehensive transformation effort, kick-started
by then interim CEO and Executive Chair, Bobby Martin,
was a big factor in Gap Inc.’s fiscal 2023 performance,
successfully setting us on a path to strengthen Gap Inc.’s
financial footing.
In August, I was proud to be appointed CEO, to lead Gap
Inc. into a new era. Since then, we have continued to build
on progress to strengthen our financial footing, and we
are resetting our Company strategy with an aspiration
to become a high-performing house of iconic American
brands – guided by four clear strategic priorities:
maintaining financial and operational rigor, reinvigorating
our brands, strengthening our platform, and energizing
our culture.
We are resetting our Company
We are resetting our Company
strategy with an aspiration to
strategy with an aspiration to
become a high-performing house
become a high-performing house
of iconic American brands.
of iconic American brands.
Maintaining financial and operational rigor
each brand center on its unique purpose, develop trend-
strengthened our financial footing in fiscal 2023 and
right product rooted in customer wants and needs,
demonstrated that we can drive more efficiency and
connect the brand to popular culture, dial-up brand
productivity throughout the Company.
experiences, and execute with excellence.
We also created a playbook for reinvigoration to help
Specifically, our focus on controlling the controllables
Each of our brands is at a different stage of
delivered cost savings, gross margin expansion, and a
reinvigoration:
significant improvement in operating margin. Rigor also
resulted in better working capital and a stronger balance
sheet at year end.
• Old Navy is the largest brand in our portfolio, and
we are reasserting its authority as the #2 apparel
brand in the US. Old Navy ended fiscal 2023 with
As we begin fiscal 2024, our continued emphasis on
market share gains in all four quarters and an
maintaining rigor in the business will enable us to focus
encouraging performance in the back half of the
more intently on brand reinvigoration.
Reinvigorating our brands is about driving both
relevance and revenue, inspired by our brands’ incredible
year. The progress we are making at Old Navy gives
us confidence in our ability to build consistency while
we deliver against our priorities.
heritage. In fiscal 2023, we identified the opportunity in
• Gap is the second largest brand in our portfolio.
each: reassert Old Navy, reignite Gap, reestablish Banana
From the end of fiscal 2022 and throughout fiscal
Republic, reset Athleta.
2023, we saw the brand improve performance
and deliver five straight quarters of market share
growth in Women’s. In fiscal 2024, we will continue
to focus on reigniting Gap, drawing on what made
the brand special in the first place: on-trend basics
that champion self-expression and drive cultural
conversations.
• Banana Republic is an important player in our
portfolio, and we are focused on reestablishing the
brand to thrive in the premium lifestyle space. And
while we are encouraged by the brand’s aesthetic
direction, we are also clear that strengthening the
fundamentals to unlock the potential of this business
will take time.
In 2024, we intend to build on
In 2024, we intend to build on
that progress by doing what we
that progress by doing what we
say we will do, further unlocking
say we will do, further unlocking
the potential in Gap Inc. and our
the potential in Gap Inc. and our
brands, and actively working to set
brands, and actively working to set
our mid- to long-term strategies.
our mid- to long-term strategies.
Since 1969, Gap Inc. has done more than sell clothes.
Our Company and brands have bridged gaps between
• Athleta is resetting back to its performance roots.
generations, provided equal pay for equal work,
In recent years, missteps in executing product,
marketing, and experience have weighed on
performance. In fiscal 2023, we took steps to
empowered women in our supply chain with critical job
skills and training, created career pathways domestically
for youth in underserved communities, as well as refugees
correct this including appointing new leadership and
and immigrants seeking their first jobs and financial
beginning a concerted effort to put Athleta back
at the center of the cultural wellness conversation.
security. We know the more we can grow relevance and
revenue, the greater our platform to enrich our planet and
While meaningful progress will take time, we continue
peoples’ lives.
to believe Athleta has significant long-term growth
potential rooted in the “Power of She.”
Strengthening our operating platform means building
and sharpening our operational capabilities to improve
effectiveness and efficiency, and in turn, drive cost
leverage and demand generation.
Gap Inc.’s supply chain is a pillar of strength where our
scale and incredible long-standing partnerships have
given us cost leverage. With Gap Inc. on stronger financial
footing, it’s time to accelerate innovation and become a
truly high-performing apparel company. In technology,
we have made important strategic investments. Now it’s
about optimizing those investments with the intent to
cultivate a digital-first mindset where technology enables
business strategy, enhances the customer experience,
and captures future opportunities.
Gap Inc.’s platform can be a powerful competitive
advantage for us. That’s why we are rapidly working to
build out the capabilities we need to unlock additional
value creation.
Our people make all the difference and together, we’re
ready to shape a new, defining chapter for our Company.
I’m proud to have led Gap Inc. in a year that strengthened
our financial footing, delivered early proof points of
progress on brand reinvigoration, and a view toward the
future that envisions Gap Inc. as a consistent leader in the
industry, once more.
In 2024, we intend to build on that progress by doing
what we say we will do, further unlocking the potential in
Gap Inc. and our brands, and actively working to set our
mid- to long-term strategies.
We mean it when we say we are intent on becoming
a high-performing house of iconic American brands
that shape culture and create long-term value for our
shareholders.
And we invite you to follow our progress.
Onward!
Energizing our culture is key to inspiring and sustaining
a successful, high-performing Company. Today, we’re
RICHARD DICKSON
not where we need to be. But that’s changing. In 2024
C H I E F E X E C U T I V E O F F I C E R
we’ll roll out a new strategic brand framework including:
purpose, mission, vision, and values to guide how we work
G A P I N C .
and where we’re headed as a Company.
This letter contains information which may be considered forward-looking within the meaning of the U.S. federal securities laws.
Please see the section entitled “Special Note on Forward-Looking Statements” in this Annual Report for additional information
regarding factors that could cause results to differ materially from the results expressed or implied by such forward-looking statements.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended February 3, 2024
☐ 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
(State of Incorporation)
94-1697231
(I.R.S. Employer Identification No.)
Two Folsom Street
San Francisco, California 94105
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Registrant’s telephone number, including area code: (415) 427-0100
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.05 par value
GPS
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit 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 has filed a report on and attestation to its management's assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July 28, 2023
was approximately $2 billion based upon the last price reported for such date in the NYSE-Composite transactions.
The number of shares of the registrant’s common stock outstanding as of March 13, 2024 was 373,512,503.
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 7, 2024 (hereinafter referred
to as the “2024 Proxy Statement”) are incorporated into Part III.
Special Note on Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are
forward-looking statements. Words such as “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “project,”
and similar expressions also identify forward-looking statements. Forward-looking statements include, but are not
limited to, statements regarding the following:
• our strategies, plans, prospects, priorities, and expectations regarding our brands, business, industry, results,
and financial condition;
• meeting the closing conditions to transfer the Gap Taiwan operations to Baozun;
• our agreements with third parties to operate stores and websites selling apparel and related products under our
brand names;
• our integrated loyalty program and the expected benefits therefrom;
• pursuing technology and product innovation that supports our sustainability efforts and delivering great quality
product to customers;
• investing in our business and enhancing the customer experience;
• strategically registering our trademarks, domain names, and copyrights;
• aggressively policing our intellectual property and pursuing those who infringe;
• compliance with United States and foreign laws, rules, and regulations;
• initiatives to optimize inventory levels and increase supply chain efficiency and responsiveness;
• initiatives to improve assortments and increase sell-through;
• initiatives to develop an omni-channel shopping experience and integrate our stores and digital shopping
channels;
• completing construction of our distribution center in London, Ontario, Canada;
• 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;
• 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;
• the anticipated timing of settlement of purchase obligations and commitments;
• the ability of our existing balances of cash and cash equivalents, cash flows from operations, and debt
instruments to support our business operations and liquidity requirements;
• the importance of our sustained ability to generate free cash flow, which is a non-GAAP financial measure and
is defined and discussed in more detail in Part II, Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations, of this Form 10-K;
• our dividend policy and the payment of our first quarter fiscal 2024 dividend;
• changes to the estimates and assumptions used to calculate our inventory valuation;
• the impact of recent accounting pronouncements on our Consolidated Financial Statements;
• the expected impact of the Pillar Two rules and ongoing monitoring of related legislative action;
• settling liability balances related to our restructuring during fiscal 2024;
• the impact of recognizing a decrease in gross unrecognized tax benefits within the next 12 months;
• recognition of unrealized gains and losses from designated cash flow hedges;
• recognition of unrecognized share-based compensation expense;
• the impact of losses due to indemnification obligations on our Consolidated Financial Statements;
• the outcome of proceedings, lawsuits, disputes, and claims, and the impact on our Consolidated Financial
Statements; and
• the impact of changes in internal control over financial reporting.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could
cause our actual results to differ materially from those in the forward-looking statements. These factors include,
without limitation, the following:
• the overall global economic and geopolitical environment and consumer spending patterns;
• the highly competitive nature of our business in the United States and internationally;
• 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 we fail to maintain, enhance and protect our brand image and reputation;
• the risk that we may be unable to manage our inventory effectively and the resulting impact on our gross
margins and sales;
• the risk of loss or theft of assets, including inventory shortage;
• the risk that we fail to manage key executive succession and retention and to continue to attract qualified
personnel;
• the risks to our business, including our costs and global supply chain, associated with global sourcing and
manufacturing;
• the risks to our reputation or operations associated with importing merchandise from foreign countries, including
failure of our vendors to adhere to our Code of Vendor Conduct;
• the risk that trade matters could increase the cost or reduce the supply of apparel available to us;
• the risk that we or our franchisees may be unsuccessful in identifying, negotiating, and securing new store
locations and renewing, modifying, or terminating leases for existing store locations effectively;
• engaging in or seeking to engage in strategic transactions that are subject to various risks and uncertainties;
• the risk that changes in our business strategy or restructuring our operations may not generate the intended
benefits or projected cost savings;
• the risk that our efforts to expand internationally may not be successful;
• the risk that our franchisees and licensees could impair the value of our brands;
• the risk that our investments in customer, digital, and omni-channel shopping initiatives may not deliver the
results we anticipate;
• 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;
• reductions in income and cash flow from our credit card arrangement related to our private label and co-
branded credit cards;
• the risk of foreign currency exchange rate fluctuations;
• the risk that our comparable sales and margins may experience fluctuations, that we may fail to meet financial
market expectations, or that the seasonality of our business may experience fluctuations;
• the risk that our level of indebtedness may impact our ability to operate and expand our business;
• the risk that we and our subsidiaries may be unable to meet our obligations under our indebtedness
agreements;
• the risk that changes in our credit profile or deterioration in market conditions may limit our access to the capital
markets;
• evolving regulations and expectations with respect to ESG matters;
• the adverse effects of climate change on our operations and those of our franchisees, vendors and other
business partners;
• natural disasters, public health crises (such as pandemics and epidemics), political crises (such as the ongoing
Russia-Ukraine and Israel-Hamas conflicts), negative global climate patterns, or other catastrophic events;
• our failure to comply with applicable laws and regulations and changes in the regulatory or administrative
landscape;
• the risk that we will not be successful in defending various proceedings, lawsuits, disputes, and claims;
• the risk that our estimates and assumptions used when preparing the Consolidated Financial Statements are
inaccurate or may change;
• the risk that changes in the geographic mix and level of income or losses, the expected or actual outcome of
audits, changes in deferred tax valuation allowances, and new legislation could impact our effective tax rate, or
that we may be required to pay amounts in excess of established tax liabilities;
• the risk that changes in our business structure, our performance or our industry could result in reductions in our
pre-tax income or utilization of existing tax carryforwards in future periods, and require additional deferred tax
valuation allowances; and
• the risk that the adoption of new accounting pronouncements will impact future results.
Additional information regarding factors that could cause results to differ can be found in this Annual Report on
Form 10-K and our other filings with the U.S. Securities and Exchange Commission (“SEC”).
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 March 19, 2024, and we assume no obligation
to publicly update or revise our forward-looking statements even if experience or future changes make it clear that
any projected results expressed or implied therein will not be realized.
THE GAP, INC.
2023 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1C. Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Item 3.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . .
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
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Part I
Item 1. Business.
General
The Gap, Inc. (Gap Inc., the "Company," "we," and "our") is a collection of lifestyle brands offering apparel,
accessories, and personal care products for women, men, and children under the Old Navy, Gap, Banana
Republic, and Athleta brands.
Gap Inc. is an omni-channel retailer, with sales to customers both in stores and online, through Company-
operated and franchise stores, Company-owned websites, and third-party arrangements. As of February 3, 2024,
we had Company-operated stores in the United States, Canada, Japan, and Taiwan. In fiscal 2022, we signed
agreements with a third party, Baozun Inc. ("Baozun"), to operate Gap China and Gap Taiwan ("Gap Greater
China") stores and the in-market website as a franchise partner. On January 31, 2023, the Gap China transaction
closed with Baozun. The Gap Taiwan operations will continue to operate as usual until regulatory approvals and
closing conditions are met.
We 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. We also have licensing agreements
with licensees to sell products using 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 the shopping experience for our
customers. Our omni-channel services, including buy online pick-up in store, order-in-store, find-in-store, and
ship-from-store, as well as enhanced mobile-enabled experiences, are tailored uniquely across our collection of
brands.
Old Navy. Old Navy is a North American value apparel brand that makes on-trend fashion accessible to
everyone. The brand democratizes style through its combination of on-trend product, consistent quality, and
affordable pricing. Old Navy is committed to creating an accessible, frictionless, and delightful shopping
experience including a fun store environment, a dynamic online channel, and convenient omni-channel
capabilities. Old Navy opened its first store in 1994 in the United States and since then has expanded to more
than 1,200 Company-operated stores in the U.S. and Canada, as well as franchise stores around the world.
Gap. Founded in San Francisco in 1969, Gap is an authority on modern American style and continues to build
on its heritage of championing originality. The brand includes adult apparel and accessories, GapKids, babyGap,
Gap Maternity, GapBody, and GapFit collections. Gap connects with customers online, in Company-operated
and franchise retail locations globally, and through licensing partnerships. Gap also serves value-conscious
customers with exclusively designed collections for Gap Outlet and Gap Factory Stores.
Banana Republic. Acquired in 1983 as a travel and adventure outfitter, Banana Republic is a premium lifestyle
retailer celebrating exploration and self-expression through timeless quality, versatile fabrics, and exceptionally
made womenswear, menswear, and home designs. Customers can purchase Banana Republic products globally
in the brand's specialty stores, factory stores, online, and franchise stores.
Athleta. Athleta is a premium fitness and lifestyle brand whose mission is to foster empowerment, confidence,
strength, and well-being through movement. Established in 1998 and acquired by Gap Inc. in 2008, Athleta
integrates technical features and innovative design across its women's and girls' collection to carry her through a
life in motion, from yoga, training, and sports to everyday activities and travel.
Since 2018, Athleta has been certified as a benefit corporation ("B Corp"), furthering its commitment to using the
business as a force for good to drive social and environmental impact. The Company continues to meet rigorous
standards across social and environmental performance, with accountability and transparency. With this
accreditation, Gap Inc. is one of the largest publicly-traded retail companies with a B Corp certified subsidiary
apparel brand.
1
We ended fiscal 2023 with 2,562 Company-operated stores and 998 franchise store locations. For more
information on the number of stores by brand and region, see the table included in Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, of this Form 10-K.
Old Navy, Gap, Banana Republic, and Athleta each have a private label credit card program and a co-branded
credit card program through which customers receive benefits. Private label and co-branded credit cards are
provided by a third-party financing company, with associated revenue sharing arrangements reflected in Gap Inc.
operations. We also have an integrated loyalty program across the U.S. and Puerto Rico that aims to attract new
customers and create enduring relationships by turning customers into lifelong loyalists. We are focused on
increasing the lifetime value of our loyalty members through greater personalization, including leveraging first
party data and increasing promotions with targeted content, offers, and experiences. Although each brand
expression has a different look and feel, customers can earn and redeem rewards across all of our brands. All of
our brands issue and redeem gift cards.
Product Development
We design, develop, market, and sell a wide range of apparel and accessory products reflecting a mix of basics
and fashion items based on widely accepted fashion trends, striving to bring product to market quickly and provide
unrivaled value to customers. We are committed to pursuing technology and product innovation that supports our
sustainability efforts while also delivering great quality products to our customers. Our product teams research,
test, and iterate each season to deliver the latest styles in fabrics and silhouettes that are made to last while
remaining conscious of the types of materials being sourced and the suppliers they work with. We leverage
feedback and purchasing data from our customer database, along with market trend insights, to guide our product
and merchandising decision-making.
Marketing and Advertising
We use a variety of marketing and advertising mediums to drive brand health, customer acquisition, and
engagement. We leverage our customer database and respond to shopping behaviors and needs with
personalized content across email, site, and digital media to drive relevance and urgency. Our diversified media
mix spans traditional to digital to social media. We focus on productivity of demand generation investments to
drive increased effectiveness.
2
Merchandise Vendors
We purchase private label and non-private label merchandise from over 250 vendors. Our vendors have factories
in about 30 countries. Our two largest vendors accounted for approximately 9 percent and 7 percent of the dollar
amount of our total fiscal 2023 purchases. Of our merchandise purchased during fiscal 2023, substantially all
purchases, by dollar value, were from factories outside the United States. Approximately 29 percent of our fiscal
2023 purchases, by dollar value, were from factories in Vietnam. Approximately 18 percent of our fiscal 2023
purchases, by dollar value, were from factories in Indonesia. Product cost increases or events causing disruption
of imports from Vietnam, Indonesia, or other foreign countries, including the imposition of additional import
restrictions or taxes, or vendors temporarily closing or potentially failing due to political, financial, or regulatory
issues, could have an adverse effect on our operations. Substantially all of our foreign purchases of merchandise
are negotiated and paid for in U.S. dollars. For additional information on risks related to our merchandise vendors,
see the below sections in Item 1A, Risk Factors, of this Form 10-K.
•
•
•
•
"Risks Related to Our Business Operations—Our business is subject to risks associated with global
sourcing and manufacturing,"
"Risks Related to Our Business Operations—Risks associated with importing merchandise from foreign
countries, including failure of our vendors to adhere to our Code of Vendor Conduct, could harm our
business,"
“Risks Related to Our Business Operations—Trade matters may disrupt our supply chain,” and
“General Risks—Our business and results of operations could be adversely affected by natural disasters,
public health crises, political crises, negative global climate patterns, or other catastrophic events.”
Seasonal Business
Our business typically follows a seasonal pattern, with sales peaking during the end-of-year holiday period.
Additionally, other macroeconomic conditions such as the uncertainty surrounding global inflationary pressures,
acts of terrorism or war, global credit and banking markets, and new legislation have had and may continue to
have an impact on customer behavior that could result in temporary changes in the seasonality of our business.
Brand Building
Our ability to develop and evolve our existing brands is a key to our success. We believe our distinct brands are
among our most important assets. Virtually all aspects of brand development, from product design and distribution
to marketing, merchandising, and shopping environments, are controlled by Gap Inc. employees. We continue to
invest in our business and enhance the customer experience through ongoing supply chain, digital, marketing,
and omni-channel initiatives. For additional information on risks related to building our brands, see the section
entitled “Risk Factors—Risks Related to Strategic Transactions and Investments—Our investments in customer,
digital, and omni-channel shopping initiatives may not deliver the results we anticipate” in Item 1A, Risk Factors,
of this Form 10-K.
Trademarks and Service Marks
We own the material trademarks used in connection with the marketing, distribution and sale of our products,
domestically and internationally, where our products are currently sold or manufactured. Our major trademarks
include the Old Navy, Gap, Gap Kids, babyGap, Gap Body, GapFit, Banana Republic, and Athleta trademarks and
service marks, and certain other trademarks and service marks. We have obtained and continue to maintain
registrations for the aforementioned marks in the United States, Canada, Mexico, the United Kingdom, the
European Union, Japan, China, and numerous other countries throughout the world. In addition, we own domain
names for our primary trademarks and numerous copyright registrations. We intend to continue to strategically
register, both domestically and internationally, trademarks, domain names, and copyrights that we utilize today
and those we develop in the future. We will continue to aggressively police our intellectual property and pursue
those who infringe, both domestically and internationally. We believe the distinctive trademarks we use in
connection with our products are important in building our brand image and distinguishing our products from those
of others.
3
Franchise and Licensing
We have franchise agreements to operate Old Navy, Gap, Banana Republic, and Athleta in about 40 countries
around the world. Under these agreements, third parties operate, or will operate, stores and websites that sell
apparel and related products under our brand names. We also have licensing agreements with licensees to sell
products using our brand names. For additional information on risks related to our franchise and licensing
business, see the below sections in Item 1A, Risk Factors, of this Form 10-K.
•
•
“Risks Related to Strategic Transactions and Investments—Our efforts to expand internationally may not
be successful,” and
“Risks Related to Strategic Transactions and Investments—Our franchise and licensing businesses are
subject to certain risks not directly within our control that could impair the value of our brands.”
Inventory
The nature of the retail business requires us to carry a significant amount of inventory, especially prior to the peak
holiday selling season when we, along with other retailers, generally build up inventory levels. We maintain a
large part of our inventory in distribution centers. We review our inventory levels in order to identify slow-moving
merchandise and broken assortments (items no longer in stock in a sufficient range of sizes or colors) and we
primarily use promotions and markdowns to clear merchandise. For additional information on risks related to our
inventory, see the below sections in Item 1A, Risk Factors, of this Form 10-K.
•
•
•
•
“Risks Related to Competition, Brand Relevance and Brand Execution—We must successfully gauge
apparel trends and changing consumer preferences to succeed,"
"Risks Related to Our Business Operations—If we are unable to manage our inventory effectively, our
results of operations could be adversely affected,"
"Risks Related to Our Business Operations—Failure to protect our inventory from loss and theft may
adversely affect our results of operations," and
“General Risks—Our business and results of operations could be adversely affected by natural disasters,
public health crises, political crises, negative global climate patterns, or other catastrophic events.”
Competitors
The global apparel retail industry is highly competitive. We compete with local, national, and global apparel
retailers. For additional information on risks related to competition, see the section entitled “Risk Factors—“Risks
Related to Competition, Brand Relevance and Brand Execution—Our business is highly competitive” in Item 1A,
Risk Factors, of this Form 10-K.
Human Capital
As of February 3, 2024, we had a workforce of approximately 85,000 employees. We also hire seasonal
employees, primarily during the peak holiday selling season. As of February 3, 2024, approximately 83 percent of
employees worked in retail locations, approximately 9 percent of employees worked in distribution centers, and
approximately 8 percent of employees worked in headquarters locations. In addition, as of that date,
approximately 82 percent of employees were located in the U.S. and approximately 18 percent of employees
were located outside of the U.S., with a majority of those non-U.S. based employees located in Canada and
Japan.
We know that in order to remain competitive in the retail apparel industry, we must attract, develop, and retain
skilled employees in our design, merchandising, supply chain, marketing, information technology, and other
functions, as well as in our stores and distribution centers. Competition for such personnel is intense. Our success
is dependent to a significant degree on the continued contributions of our employees. We understand the
importance of human capital and prioritize building talent; creating a culture of equality and belonging; ensuring
pay equity; gathering and actioning on employee feedback; and supporting the health, wellness, and safety of our
employees, customers, and communities.
4
Building Talent. We invest in our employees through accessible resources and structured training programs that
offer opportunities for professional and personal development. Our Retail Academy for our headquarters
employees combines classroom, e-learning, and experiential programming to onboard new hires, develop early
talent, and provide functional and technical training. Our Rotational Management Program develops leaders
across a range of functions. Full-time U.S.-based employees who have completed one year of employment
receive a tuition reimbursement benefit. We also offer functional and technical training to our employees in our
stores and distribution centers.
Equality and Belonging. Our Equality and Belonging Strategy leverages our people, brands, and voice to unlock
opportunities and enable a culture of belonging for our teams, customers, and future generations. Within Gap Inc.,
we offer year-round programming, including heritage month celebrations, and opportunities for employees to
participate in our Equality & Belonging Groups. We also continue to annually disclose our people data on our
website (www.gapinc.com).
Pay Equity. In 2014, we were the first Fortune 500 company to announce that we pay women and men equally for
equal work, and since then we have conducted internal pay equity reviews using a third-party firm.
Employee Feedback. We value our employees' feedback and use opinion surveys as a critical component of our
ongoing listening strategy. We use these insights to understand what is important to our employees, to determine
where we should focus our efforts, and to inform ongoing programs and strategies, all to help us create a thriving,
productive work environment. We have modernized our approach to soliciting employee feedback through the use
of pulse surveys on topical issues to capture data so we can understand and respond faster to employees' needs.
We also collect feedback about our employees' work experience during performance reviews.
Health, Wellness and Safety. The health and safety of our employees, customers and communities is a top
priority. For our employees, we provide an array of financial incentives and health, well-being and leave benefits
to help them make the most of their professional and personal lives. Our store and distribution center employees
are trained on safe work practices and learn procedural knowledge through on-the-job training programs that are
aligned to industry and Occupational Safety & Health standards. Our internal Safety and Claims teams analyze
risks and collaborate with operational leaders to understand and adjust business practices to align with emerging
trends, and our Internal Audit team gauges procedural compliance at distribution centers and stores.
Human Capital Management Oversight. The Board of Directors (the "Board") and its Compensation and
Management Development Committee oversee human capital management issues. The Compensation and
Management Development Committee has formal oversight over the Company's policies and strategies relating to
its human capital management function, including policies, processes and strategies relating to employee
recruitment, retention, appraisal, and development; talent management; workplace culture and employee
engagement; workforce diversity, equity, and inclusion, and any risks or goals related thereto; and the Company's
general approach to broad-based compensation, benefits, workplace, and employment practices, as outlined in its
charter. The Compensation and Management Development Committee regularly receives reports on talent
management, succession planning, and diversity, equity, and inclusion, and engages periodically on
compensation program design for all employees at all levels.
For additional information on risks related to our human capital management, see the section entitled “Risk
Factors—Risks Related to Our Business Operations—Our failure to manage key executive succession and
retention and to continue to attract qualified personnel could adversely affect our results of operations” in Item 1A,
Risk Factors, of this Form 10-K.
Government Regulation
As a company with global operations, we are subject to the laws of the United States and the multiple foreign
jurisdictions in which we operate and the rules, reporting obligations, and regulations of various governing bodies,
which may differ among jurisdictions. Compliance with these laws, rules, reporting obligations, and regulations,
which can change, could result in significant costs but has not had, and is not expected to have, a material effect
on our capital expenditures, results of operations, or competitive position as compared to prior periods.
5
Available Information
We make available on our website (www.gapinc.com) under “Investors, Financial Information, SEC Filings” our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports as soon as reasonably practicable after we electronically file or furnish them to the SEC.
Our Board of Directors Committee Charters (Audit and Finance, Compensation and Management Development,
and Governance and Sustainability Committees) and Corporate Governance Guidelines are also available on our
website under “Investors, Governance.” Our Code of Business Conduct is available on our website under
“Investors, Corporate Compliance.” Any waivers to the Code of Business Conduct will be publicly disclosed.
Environmental, Social, Governance ("ESG")
Information about our ESG efforts is available on our website (www.gapinc.com) under "Values, Sustainability"
which provides information on our public commitments, policies, social and environmental programs, sustainability
strategy, and ESG data. Also available are downloads of our reporting standards and frameworks - Task Force on
Climate-Related Financial Disclosures (TCFD), Sustainability Accounting Standards Board (SASB) and Global
Reporting Index (GRI) - and our Annual ESG reports.
For additional information on risks related to our ESG efforts, see the section entitled “Risks Related to
Sustainability and Climate Change” in Item 1A, Risk Factors, of this Form 10-K.
The information contained in, or referred to, on our website is not deemed to be incorporated into this Annual
Report unless otherwise expressly noted.
6
Information about our Executive Officers
The following are our executive officers:
Name, Age, Position, and Principal Occupation:
Horacio Barbeito, 53, President and Chief Executive Officer, Old Navy effective August 2022; President and
CEO, Walmart Canada from November 2019 to July 2022; President and CEO, Walmart Argentina and Chile
from February 2015 to November 2019; and President and CEO, Walmart Argentina from February 2012 to
February 2015.
Chris Blakeslee, 46, President and Chief Executive Officer, Athleta effective August 2023; President,
BELLA+CANVAS and Alo Yoga from January 2020 to July 2023; and Executive Vice President, Color Image
Apparel from October 2017 to December 2019.
Mark Breitbard, 56, President and Chief Executive Officer, Gap brand effective September 2020; President and
Chief Executive Officer, Specialty Brands from March 2020 to September 2020; President and Chief Executive
Officer, Banana Republic from May 2017 to March 2020; Chief Executive Officer, The Gymboree Corporation
from January 2013 to April 2017; President, Gap North America from 2012 to January 2013; Executive Vice
President, Gap North America Merchandising from 2011 to 2012; and Executive Vice President, GapKids and
babyGap from 2010 to 2011.
Eric Chan, 47, Executive Vice President, Chief Business and Strategy Officer effective January 2024; Chief
Financial Officer, LA Clippers from August 2018 to December 2023; Chief Operating Officer, Bouqs Company
from February 2017 to August 2018; and Chief Financial Officer, Loot Crate from October 2015 to February
2017.
Richard Dickson, 55, President and Chief Executive Officer, Gap Inc. effective August 2023; President and
Chief Operating Officer, Mattel, Inc. from 2015 to 2023; Chief Brands Officer, Mattel, Inc. from 2014 to 2015; and
President and Chief Executive Officer, Branded Businesses of The Jones Group (now Premier Brands Group
Holdings), which owned a portfolio of premier apparel, footwear, and accessories brands, from 2010 to 2014.
Sally Gilligan, 51, Executive Vice President, Chief Supply Chain and Transformation Officer effective January
2024; Chief Supply Chain, Strategy and Transformation Officer from March 2023 to January 2024; Chief Growth
Transformation Officer from April 2021 to March 2023; Chief Information Officer & Head of Strategy from April
2018 to March 2021; and Senior Vice President, Product Operations and Supply Chain from 2015 to April 2018.
Julie Gruber, 58, Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary
effective May 2021; Executive Vice President, Chief Legal, Compliance and Sustainability Officer, and Corporate
Secretary from March 2020 to May 2021; and Executive Vice President, Global General Counsel, Corporate
Secretary, and Chief Compliance Officer from February 2016 to March 2020. Ms. Gruber previously held various
senior roles within the Company's Legal department.
Katrina O'Connell, 54, Executive Vice President, Chief Financial Officer effective March 2020; Chief Financial
Officer and Senior Vice President of Strategy & Innovation, Old Navy from January 2017 to March 2020; and
Chief Financial Officer and Senior Vice President of Strategy, Banana Republic from March 2015 to January
2017. Ms. O'Connell has previously held various roles at the Company focused on both financial budgeting and
forecasting for the Company's portfolio of brands, as well as roles in Supply Chain, IT, Treasury and Investor
Relations.
Gurmeet Singh, 54, Chief Digital and Technology Officer effective July 2022; Chief Technology and Chief
Information Officer, Big Lots Inc. from July 2021 to July 2022; Group Chief Digital Officer, Al Futtaim Group from
February 2020 to July 2021; Chief Digital, Information and Marketing Officer, 7-Eleven from January 2019 to
September 2019, and Chief Digital Officer and Chief Information Officer, 7-Eleven from November 2017 to
January 2019.
7
Sandra Stangl, 56, President and Chief Executive Officer, Banana Republic effective December 2020; Co-
Founder and Chief Merchant, MINE (Pearl Design Co.) from February 2019 to November 2020; Co-President,
Chief Merchandising and Business Development Officer, Restoration Hardware, Inc. from December 2017 to
August 2018; Co-President, New Business Development, Restoration Hardware, Inc. from May 2017 to
December 2017; and President, Pottery Barn Kids and Pottery Barn Teen, Williams-Sonoma, Inc. from 2013 to
January 2017.
Amy Thompson, 48, Executive Vice President, Chief People Officer effective January 2024; Chief People
Officer, Mattel, Inc. from 2017 to 2023; and Chief People Officer, TOMS Shoes from 2012 to 2017. Ms.
Thompson previously held several executive and leadership roles at Starbucks Coffee Company from 2006 to
2012.
8
Item 1A. Risk Factors.
Our past performance may not be a reliable indicator of future performance because actual future results and
trends may differ materially depending on a variety of factors, including but not limited to the risks and
uncertainties discussed below and in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in Part II, Item 7 of this Form 10-K and “Quantitative and Qualitative Disclosures About Market
Risk” in Part II, Item 7A of this Form 10-K. In addition, historical trends should not be used to anticipate results or
trends in future periods. The occurrence of any of the following risks or additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial could materially and adversely affect our
business, financial condition and results of operations. In such case, the market price of our common stock could
decline.
Risks Related to Macroeconomic Conditions
Global economic conditions have and could continue to adversely affect our business, financial condition
and results of operations.
Our business is affected by global economic conditions and the related impact on consumer spending worldwide.
Global economic conditions have and could continue to impact our business and other businesses around the
world. Some of the factors that may influence consumer spending patterns include higher unemployment levels,
pandemics (such as the COVID-19 pandemic, or the resurgence of the pandemic or the emergence of new strains
or variants), extreme weather conditions and natural disasters, higher consumer debt levels, inflationary
pressures, recession or fear of recession, global geopolitical instability (including the ongoing Russia-Ukraine and
Israel-Hamas conflicts), reductions in net worth based on market declines and uncertainty, home foreclosures and
reductions in home values, fluctuating interest and foreign currency rates and credit availability, government
austerity measures, fluctuating fuel and other energy costs, fluctuating commodity prices, and general uncertainty
regarding the overall future economic environment. Historically, consumer purchases of discretionary items,
including our merchandise, generally decline during recessionary periods when disposable income is lower or
during other periods of economic instability or uncertainty.
Deteriorating economic conditions or geopolitical instability in any of the regions in which we and our franchisees
sell our products could reduce consumer confidence and adversely impact consumer spending patterns, and
thereby could adversely affect our sales and results of operations, and result in changes to the assumptions and
estimates used when preparing our Consolidated Financial Statements. Examples include, but are not limited to,
assumptions and estimates used for inventory valuation, income taxes and valuation allowances, sales return and
bad debt allowances, deferred revenue, and the impairment of long-lived assets. In challenging and uncertain
economic environments, we cannot predict whether or when such circumstances may improve or worsen, or what
impact, if any, such circumstances could have on our business, financial condition and results of operations, or on
the price of our common stock.
Risks Related to Competition, Brand Relevance and Brand Execution
Our business is highly competitive.
The global apparel retail industry is highly competitive. We and our franchisees compete with local, national, and
global department stores, mass-market retailers, specialty and discount store chains, independent retail stores,
and online businesses that market similar lines of merchandise. We face a variety of competitive challenges in an
increasingly complex and fast-paced environment, including:
•
•
•
anticipating and quickly responding to changing apparel trends and customer demands;
attracting customer traffic both in stores and online;
competitively pricing our products and achieving customer perception of value;
• maintaining favorable brand recognition and effectively marketing our products to customers in diverse
market segments and geographic locations;
9
•
•
•
•
•
anticipating and responding to changing customer shopping preferences and practices, including the
increasing shift to digital brand engagement, social media communication, and online shopping;
developing innovative, high-quality products in sizes, colors, and styles that appeal to customers of
varying demographics and tastes;
purchasing and stocking merchandise to match seasonal weather patterns, and our ability to react to
shifts in weather that impact consumer demand;
sourcing and allocating merchandise efficiently; and
improving the effectiveness and efficiency of our processes in order to deliver cost savings to fund growth.
If we or our franchisees are not able to respond effectively to competitive pressures, changes in retail markets or
customer expectations in the United States or internationally, our results of operations would be adversely
affected.
We must successfully gauge apparel trends and changing consumer preferences to succeed.
Our success is largely dependent upon our ability to gauge the tastes of our customers and to provide
merchandise that satisfies customer demand in a timely manner. However, lead times for many of our design and
purchasing decisions may make it more difficult for us to respond rapidly to new or changing apparel trends or
consumer acceptance of our products. Transportation shortages, factory closures, labor shortages, port
congestion and other supply chain disruptions have in the past and may in the future lead to prolonged delays in
receiving inventory. The global apparel retail business fluctuates according to changes in consumer preferences,
dictated in part by apparel trends and season. To the extent we misjudge the market for our merchandise or the
products suitable for local markets, or fail to execute trends and deliver products to the market as timely as our
competitors, our sales will be adversely affected, and the markdowns required to move the resulting excess
inventory will adversely affect our margins and results of operations.
We must maintain our reputation and brand image.
Our brands have wide recognition, and the success of our business depends in large part on our ability to
maintain, enhance and protect our brand image and reputation and our customers’ connection to our brands. We
must also adapt to a rapidly changing media environment, including our increasing reliance on social media and
online dissemination of advertising campaigns. Even if we react appropriately to negative posts or comments
about us or our brands on social media and online, our customers’ perception of our brand image and our
reputation could be negatively impacted. Customer sentiment could also be shaped by our partnerships with
artists, athletes and other public figures, as well as our sustainability policies and related sourcing and operations
decisions. Failure to maintain, enhance and protect our brand image could adversely affect our business and
results of operations.
Risks Related to Our Business Operations
If we are unable to manage our inventory effectively, our results of operations could be adversely
affected.
Fluctuations in the global apparel retail markets impact the levels of inventory maintained by apparel retailers. The
nature of the global apparel retail business requires us to carry a significant amount of inventory, especially prior
to the peak holiday selling season when we build up our inventory levels. Merchandise usually must be ordered
well in advance of the applicable selling season and frequently before apparel trends are confirmed by customer
purchases. Transportation shortages, factory closures, labor shortages, port congestion and other supply chain
disruptions may lead to prolonged delays in receiving inventory. As a result, we are vulnerable to demand and
pricing shifts and to suboptimal selection and timing of merchandise purchases. We have not always predicted
our customers’ preferences and acceptance levels of our trend items with accuracy. If sales do not meet
expectations, including due to the impact of current macroeconomic conditions on consumer demand, too much
inventory may cause excessive markdowns and, therefore, lower-than-planned gross margins. We could also be
10
required to take significant impairment charges on delayed or unproductive inventory, which we experienced in
2022. Conversely, if we underestimate or are unable to satisfy consumer demand for our products, we may
experience inventory shortages, which could result in lower than anticipated sales, delayed shipments to
customers and negative impacts on consumer relationships and brand loyalty. Any of these risks could adversely
affect our results of operations.
We have strategic initiatives designed to optimize our inventory levels and increase the efficiency and
responsiveness of our supply chain, including vendor fabric platforming, product testing, and in-season response
to demand. We are also developing additional capabilities to analyze customer behavior and demand, which we
believe will allow us to better localize assortment and improve store-level allocations to further tailor our
assortments to customer needs and increase sell-through. These capabilities involve changes to our inventory
management systems and processes. If we are unable to implement these initiatives and integrate these
additional capabilities successfully, we may not realize the return on our investments that we anticipate, and our
results of operations could be adversely affected.
Failure to protect our inventory from loss and theft may adversely affect our results of operations.
Risk of loss or theft of assets, including inventory shortage, is inherent in the retail business. Loss may be caused
by error or misconduct of employees, customers, vendors or other third parties including through organized retail
crime and professional theft, which may be further impacted by macroeconomic factors, including the
enforcement environment. Our inability to effectively prevent or minimize the loss or theft of assets, or to
effectively reduce, or to accurately predict and accrue for the impact of those losses, could adversely affect our
results of operations.
Our failure to manage key executive succession and retention and to continue to attract qualified
personnel could adversely affect our results of operations.
The loss of one or more of our key personnel or the inability to effectively identify a suitable successor to a key
role could adversely affect our business. We made significant changes to our executive leadership team in recent
years, including hiring a new President and Chief Executive Officer in 2023. The failure to successfully transition
and assimilate key employees, including our new CEO, the effectiveness of our leaders, and any further
transitions could adversely affect our results of operations.
Our business and future success depends in part on our ability to attract and retain key personnel in our design,
merchandising, sourcing, marketing, and other functions. In addition, executing strategic initiatives may require us
to hire and develop employees with appropriate and specialized experience. We must also attract, develop, and
retain a sufficient number of qualified field and distribution center personnel. Competition for talent is intense and
the turnover rate in the retail industry is generally high. Furthermore, we have experienced a shortage of labor for
field and distribution center positions, and we cannot be sure that we will be able to attract and retain a sufficient
number of qualified personnel for these and other positions in future periods. Our ability to meet our labor needs
while controlling costs is subject to external factors such as unemployment levels, prevailing wage rates and
competitive wage pressures, minimum wage legislation, and overtime and paid leave regulations.
In addition, there has been an increase in workers exercising their right to form or join a union, both generally and
in the retail industry, and the U.S. National Labor Relations Board (NLRB) has issued decisions making it easier
for employees to organize. Although none of our U.S. and Canadian employees are currently covered by
collective bargaining agreements, we have experienced union organizing activity from time to time, and there can
be no assurance that our employees will not elect to be represented by labor unions in the future. If a significant
portion of our work force were to become unionized, our culture and operating model could change and our labor
costs could increase. Our responses to any union organizing efforts could also impact how our Company and
brands are perceived by customers and employees.
Traditional geographic competition for talent has changed as a result of the shift to remote work. If our
employment proposition is not perceived as favorable compared to other companies, including due to our
requirements or expectations about when or how often certain employees work on-site or remotely, it could
negatively impact our ability to attract and retain our employees.
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If we are unable to retain, attract, and motivate talented employees with the appropriate skill sets, or if changes to
our organizational structure or business model adversely affect morale or retention, we may not achieve our
objectives and our business could be adversely affected.
Our business is subject to risks associated with global sourcing and manufacturing.
Independent third parties manufacture all of our products for us. As a result, we are directly impacted by increases
in the cost of those products.
If we experience significant increases in demand or need to replace an existing vendor, there can be no
assurance that additional manufacturing capacity will be available when required on terms that are acceptable to
us or that any vendor would allocate sufficient capacity to us to meet our requirements. In addition, for any new
manufacturing source, we may encounter delays in production and added costs as a result of the time it takes to
train our vendors in our methods and products, as well as our quality control, environmental, labor, health, and
safety standards. Moreover, in the event of a significant disruption in the supply of the fabrics or raw materials
used by our vendors in the manufacture of our products, our vendors might not be able to locate alternative
suppliers of materials of comparable quality at an acceptable price. Any delays, interruptions, or increased costs
in the manufacture of our products could impact our ability to source product and result in lower than anticipated
sales.
A large portion of our global sourcing comes from a few specific countries. For example, in fiscal 2023,
approximately 29 percent and 18 percent of our merchandise, by dollar value, was purchased from factories in
Vietnam and Indonesia, respectively. Delays in production and added costs in these countries have in the past
and may in the future adversely affect our results of operations.
Because independent vendors manufacture virtually all of our products outside of our principal sales markets,
third parties must transport our products over large geographic distances. Increases in transportation costs or
delays in the shipment or delivery of our products due to the availability of transportation, work stoppages, port
strikes, port and infrastructure congestion, public health crises, social unrest, changes in local economic
conditions, political upheavals, or other factors, and costs and delays associated with transitioning between
vendors, could adversely affect our results of operations. Attacks on cargo ships in the Red Sea, catalyzed by the
Israel-Hamas conflict, have disrupted Red Sea shipping lanes and may continue to disrupt global trade flows and
impact shipping capacity. Operating or manufacturing delays, transportation delays, or unexpected demand for
our products may require us to use faster, but more expensive, transportation methods such as air freight, which
have in the past and may in the future adversely affect our gross margins. In addition, the cost of fuel is a
significant component of transportation costs, so increases in the price of petroleum products (including due to
inflationary pressures, geopolitical instability, or regulation of energy inputs and greenhouse gas emissions) could
adversely affect our gross margins.
If our vendors, or any raw material suppliers on which our vendors rely, suffer prolonged manufacturing or
transportation disruptions due to pandemics and public health crises, extreme weather conditions and natural
disasters, geopolitical instability, or other unforeseen events, our ability to source product could be adversely
impacted which would adversely affect our sales and results of operations.
Risks associated with importing merchandise from foreign countries, including failure of our vendors to
adhere to our Code of Vendor Conduct, could harm our business.
We purchase merchandise from third-party vendors in many different countries, and we require those vendors to
adhere to a Code of Vendor Conduct, which includes anti-corruption, environmental, labor, health, and safety
standards. From time to time, our vendors and their suppliers may not be in compliance with these standards or
applicable local laws. Significant or continuing noncompliance with such standards and laws by one or more
vendors, suppliers or other third parties could subject us to liability, and could adversely affect our reputation,
business and results of operations.
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Trade matters may disrupt our supply chain.
Our operations are subject to complex trade and customs laws, regulations and tax requirements. The countries
in which our products are manufactured or imported, or may be manufactured or imported in the future, may from
time to time impose duties, tariffs, or other restrictions on our imports or adversely change existing restrictions.
For example, the United States has imposed tariffs and bans on goods imported from China (such as the Uyghur
Forced Labor Prevention Act). The current political landscape, including with respect to United States-China
relations, has introduced greater uncertainty with respect to future tax and trade policy. We are unable to
determine the impact that changes in tax and trade policy could have on our global sourcing operations. Our
sourcing operations could also be adversely affected by geopolitical and financial instability in our sourcing
countries, as well as U.S. or foreign labor strikes, work stoppages, or boycotts, resulting in the disruption of trade
from our sourcing countries, significant fluctuations in the value of the U.S. dollar against foreign currencies,
restrictions on the transfer of funds, or other trade disruptions. Changes in tax and trade policy, such as the
imposition of new duties or tariffs on imported products, or disruptions to our sourcing operations in our sourcing
countries, could increase the cost or reduce the supply of apparel available to us and adversely affect our
business and results of operations.
The global market for real estate is competitive.
Our ability to effectively obtain real estate to open new stores, distribution centers, and corporate offices nationally
and internationally depends on the availability of real estate that meets our criteria for traffic, square footage, co-
tenancies, lease economics, demographics, and other factors. We also must be able to effectively renew our
existing store leases. In addition, we may seek to downsize, consolidate, reposition, relocate, or close some of our
real estate locations, which in most cases requires a modification or termination of an existing store lease.
Beginning in fiscal 2020 through the end of fiscal 2023, we closed, net of openings, 344 Gap and Banana
Republic stores in North America. Failure to secure adequate new locations, successfully modify or exit existing
locations, or effectively manage the profitability of our existing fleet of stores, could adversely affect our results of
operations.
Additionally, the economic environment may at times make it difficult to determine the fair market rent of real
estate properties within the United States and internationally. This could impact the quality of our decisions to
enter into leases, exercise lease options or renew expiring leases at negotiated rents. Any adverse effect on the
quality of these decisions could impact our ability to retain real estate locations adequate to meet our targets or
efficiently manage the profitability of our existing fleet of stores, and could adversely affect our financial condition
or results of operations.
Risks Related to Strategic Transactions and Investments
We have and may continue to engage in or seek to engage in strategic transactions, such as acquisitions,
partnerships, divestitures and other dispositions, that are subject to various risks and uncertainties and
which could disrupt or adversely affect our business.
We have and may continue to engage in or seek to engage in strategic transactions, such as acquisitions,
partnerships, divestitures or other dispositions. In recent years, we transferred our European, Mexico and China
businesses to a partnership model, and are awaiting regulatory approvals to transfer our Taiwan business. We
also divested our Janie and Jack and Intermix brands and acquired two technology companies.
We may not be able to complete strategic transactions on anticipated terms or time frames or at all, and such
transactions may not generate some or all of the expected strategic, financial, operational or other benefits if and
when completed on such anticipated time frames or at all. In addition, these transactions may be complex in
nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment,
market conditions, the retail industry or political conditions may affect our ability to complete such transactions. In
addition, the process of completing these transactions may be time-consuming and involve considerable costs
and expenses, which may be significantly higher than what we anticipate and may not yield a benefit if the
transactions are not completed successfully. Executing these transactions may require significant time and
attention from our senior management and employees, which could disrupt our ongoing business and adversely
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affect our results of operations. We may also experience increased difficulties in attracting, retaining and
motivating employees and/or attracting and retaining customers during the pendency or following the completion
of any of these transactions, which could harm our business.
Changes in our business strategy or restructuring our operations may not generate the intended benefits
or projected cost savings we anticipate.
We have and may continue to adjust our business strategies or restructure our operations to meet changes in our
business environment. In 2022, we began taking steps to drive long-term improvements across our business,
which included reducing open and existing corporate roles, renegotiating our advertising agency contracts,
reducing technology operating costs, and rationalizing digital investments. In March 2023, we shared plans to
further simplify and optimize our operating model and structure, including actions such as increasing spans of
control and decreasing management layers to improve quality and speed of decision making, as well as creating a
consistent organizational structure across our brands. In connection with those actions, in April 2023, we
announced a restructuring plan that included a reduction of the Company’s workforce primarily in headquarters
locations. As of the first half of fiscal 2023, the reduction of the Company’s workforce under the restructuring plan
was substantially completed.
Our ability to achieve the intended benefits and projected cost savings from these actions are subject to many
estimates and assumptions. For example, savings associated with these actions could be lower than anticipated.
These actions are also subject to execution risk and may not generate the intended benefits and projected cost
savings to the extent or on the timeline as expected, and our new organizational structure and strategies could be
less successful than our previous organizational structure and strategies.
Our efforts to expand internationally may not be successful.
Our current business strategies include pursuing selective international expansion in a number of countries
around the world through a number of channels. This includes our franchisees opening additional stores
internationally. We have limited experience operating or franchising in some of these locations. In many of these
locations, we face major established competitors. In addition, in many of these locations, the real estate,
employment and labor, transportation and logistics, and other operating requirements differ dramatically from
those in the places where we have more experience. Consumer tastes and trends may differ in these locations
and, as a result, the sales of our products may not be successful or result in the margins we anticipate. If our
international expansion plans are unsuccessful or do not deliver an appropriate return on our investments, our
results of operations could be adversely affected.
Our franchise and licensing businesses are subject to certain risks not directly within our control that
could impair the value of our brands.
We have entered into franchise agreements to operate stores and websites in many countries around the world.
Under these agreements, third parties operate, or will operate, stores and websites that sell apparel and related
products under our brand names. We have also entered into licensing agreements to sell products using our
brand names. The effect of these arrangements on our business and results of operations is uncertain and will
depend upon various factors, including the demand for our products in international markets, the demand for new
product categories and our ability to successfully identify appropriate third parties to act as franchisees, licensees,
distributors, or in a similar capacity. In addition, certain aspects of these arrangements are not directly within our
control, such as franchisee and licensee financial stability and the ability of these third parties to meet their
projections regarding store locations, store openings, and sales. Additionally, certain of our franchisees have in
the past and may in the future be unable to make payments to landlords, distributors and suppliers, as well as
payments to service any debt they may have outstanding, including to us. We have also provided loan guarantees
to various lenders on behalf of certain franchisees, and have guaranteed or are contingently liable for certain
franchisees' leases. These arrangements could have an adverse effect on our liquidity and results of operations.
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Other risks that may affect these third parties include general economic conditions in specific countries or
markets, foreign exchange rates, changes in diplomatic and trade relationships, restrictions on the transfer of
funds, and geopolitical instability. The value of our brands could be impaired to the extent that these third parties
do not operate their stores or websites or sell our branded products in a manner consistent with our requirements
regarding our brand identities and customer experience standards. Failure to protect the value of our brands, or
any other harmful acts or omissions by a franchisee or licensee, could also adversely affect our results of
operations and our reputation.
Our investments in customer, digital, and omni-channel shopping initiatives may not deliver the results
we anticipate.
One of our strategic priorities is to further develop an omni-channel shopping experience for our customers
through the integration of our store and digital shopping channels. Our omni-channel initiatives include cross-
channel logistics optimization and exploring additional ways to develop an omni-channel shopping experience,
including further digital integration and customer personalization. These initiatives involve significant investments
in information technology ("IT") systems, data science and artificial intelligence initiatives, and significant
operational changes. Our competitors are also investing in omni-channel initiatives, some of which may be more
successful than our initiatives. If the implementation of our customer, digital, and omni-channel initiatives is not
successful, or we do not realize the return on our investments in these initiatives that we anticipate, our results of
operations would be adversely affected.
Risks Related to Data Privacy and Cybersecurity
We are subject to data and security risks, which could adversely affect our operations and consumer
confidence in our security measures or result in liability.
As part of our normal operations, we receive and maintain confidential, proprietary, and personally identifiable
information, including credit card information, and information about our customers, our employees, job
applicants, and other third parties. The secure operation of our networks and systems, and those of our business
partners, suppliers and third-party service providers, including those on which this type of information is stored,
processed and maintained is critical to our business operations. These networks and systems are subject to an
increasing threat of continually evolving data and security risks, which we must manage.
Security breaches and vulnerabilities impacting our systems and those of our business partners and third-party
service providers could cause harm to our systems or compromise data stored on our networks or those of our
business partners and third-party service providers, and could expose us to remedial, legal and other costs which
could be material. The retail industry, in particular, has been the target of recent cyberattacks. Our efforts to take
appropriate measures to safeguard our information security and privacy environment from security breaches and
vulnerabilities, and to train our employees to identify security threats as part of our security efforts, vary in maturity
across our business. The constantly changing nature of the cyber threats landscape means that we are not able
to anticipate or prevent all types of cyberattacks, and our logging processes may not be sufficient to fully
investigate a cyberattack. Additionally, as cybercriminals become more sophisticated, the cost of proactive
defensive measures continues to increase. Like our peers, we have been targeted by cyberattacks, which in some
cases have been successful.
Actual or anticipated cyberattacks and vulnerabilities may disrupt or impair our operations, and may cause us to
incur costs, including costs to deploy additional personnel and protection technologies, train employees, and
engage third-party experts and consultants. Advances in technological capabilities, new technological discoveries,
or other developments may result in the technology used by us to protect transactions and other data being more
easily breached or compromised. Measures we implement to protect against cyberattacks and address
vulnerabilities may also have the potential to impact our customers’ shopping experience or decrease activity on
our websites by making them more difficult to use. Data and security breaches can also occur as a result of non-
technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we
have commercial relationships that result in the unauthorized release of personal or confidential information.
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The global regulatory environment surrounding data privacy and cybersecurity is increasingly demanding, and we
are required to comply with new and constantly evolving laws, such as various state-level privacy laws in the
United States and international laws such as the General Data Protection Regulation in the European Union and
United Kingdom, which give consumers the right to control how their personal information is collected, used,
shared and retained. Our failure to comply with these and other data privacy laws or to secure personal or
confidential information could result in significant legal and financial exposure, and a loss of consumer confidence
in our security measures, which could adversely affect our results of operations and our reputation.
Failures of, or updates or changes to, our IT systems may disrupt operations.
We maintain a complex technology platform consisting of both legacy and modern systems, and we also
increasingly rely on third-party service providers for public cloud infrastructure that powers our e-commerce
platform and other systems. Our owned and operated systems require continual maintenance, upgrades and
changes, some of which are significant. Upgrades may involve replacing existing systems with successor
systems, making changes to existing systems, or cost-effectively acquiring new systems with new functionality.
We are aware of the inherent risks associated with maintaining and replacing these systems, including accurately
capturing data and addressing system disruptions. We may not successfully maintain or launch these systems as
planned or implement them without disruptions to our operations. IT system disruptions or failures, if not
anticipated and appropriately mitigated, or failure to successfully implement new or upgraded systems, could
disrupt our operations and adversely affect our results of operations. As we continue to move to their platforms,
our reliance on third-party systems means that any downtime or security issues they experience poses a greater
risk of a single point of failure. Any failure by our third-party service providers could disrupt our operations and
adversely affect our results of operations.
Financial Risks
Reductions in income and cash flow from our credit card arrangement related to our private label and co-
branded credit cards could adversely affect our results of operations and financial condition.
A third party, Barclays Bank Delaware ("Barclays"), currently issues and services our portfolios of private label
credit card and co-branded credit card programs for our Gap, Old Navy, Banana Republic and Athleta brands. Our
agreement with Barclays provides for certain payments to be made by Barclays to us, including a share of
revenues from the performance of the credit card portfolios. The income and cash flow that we receive from
Barclays is dependent upon a number of factors, including the level of sales on private label and co-branded
accounts, the level of balances carried on the accounts, payment rates on the accounts, finance charge rates and
other fees on the accounts, the level of credit losses for the accounts, Barclay’s ability to extend credit to our
customers, as well as the cost of customer rewards programs. All of these factors can vary based on changes in
federal and state credit card, banking, and consumer protection laws. For example, the U.S. Consumer Financial
Protection Bureau (“CFPB”) recently capped credit card fees for late payments. The factors affecting the income
and cash flow that we receive from our credit card arrangement can also vary based on a variety of economic,
legal, social, and other factors that we cannot control. If the income and cash flow that we receive from our credit
card arrangement decreases significantly, our results of operations and financial condition could be adversely
affected.
Our business is exposed to the risks of foreign currency exchange rate fluctuations and our hedging
strategies may not be effective in mitigating those risks.
We are exposed to foreign currency exchange rate risk with respect to our sales, operating expenses, profits,
assets, and liabilities generated or incurred in foreign currencies as well as inventory purchases in U.S. dollars for
our foreign subsidiaries. Fluctuations in foreign currency exchange rates could impact consumer spending or
adversely affect the profitability of our foreign operations or those of our franchisees and licensees. Global
economic and geopolitical uncertainty, such as the ongoing conflicts between Russia and Ukraine and Israel and
Hamas, have in the past and may in the future result in volatility in foreign exchange rates. Financial instruments
that we use to hedge certain foreign currency risks may not succeed in fully offsetting the negative impact of
foreign currency rate movements and generally only delay the impact of adverse foreign currency rate movements
on our business and results of operations.
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We experience fluctuations in our comparable sales and margins, which could adversely affect the market
price of our common stock, our credit ratings and our liquidity.
Our success depends in part on our ability to grow sales and improve margins. A variety of factors affect
comparable sales and margins, including but not limited to apparel trends, competition, current economic
conditions (including due to macroeconomic pressures and geopolitical instability), the timing of new merchandise
releases and promotional events, changes in our merchandise mix, the success of our marketing programs
(including our loyalty program), supply chain disruptions and transitory costs, foreign currency fluctuations,
industry traffic trends, and weather conditions. These factors may cause our comparable sales results and
margins to differ materially from prior periods and from financial market expectations. Our comparable sales,
including the associated comparable online sales, have fluctuated significantly in the past on an annual and
quarterly basis. Over the past five fiscal years, our reported annual comparable sales have ranged from a high of
6 percent in fiscal 2021 to a low of of negative 7 percent in fiscal 2022. As a result of the extensive temporary
store closures during the first quarter of fiscal 2020 due to the COVID-19 pandemic, comparable sales are not a
meaningful metric for fiscal 2020 and are excluded from this range. Over the past five fiscal years, our reported
gross margins have ranged from a high of 39.8 percent in fiscal 2021 to a low of 34.1 percent in fiscal 2020. In
addition, over the past five fiscal years, our reported operating margins have ranged from a high of 4.9 percent in
fiscal 2021 to a low of negative 6.2 percent in fiscal 2020.
Our ability to deliver strong comparable sales results and margins depends in large part on accurately forecasting
demand and apparel trends, selecting effective marketing techniques, providing an appropriate mix of
merchandise for our broad and diverse customer base, managing inventory effectively, using effective pricing
strategies, and optimizing store performance. Fluctuations in our comparable sales and margins or failure to meet
financial market expectations in one or more future periods could reduce the market price of our common stock,
cause our credit ratings to decline, and negatively impact our liquidity.
Our level of indebtedness may adversely affect our ability to operate and expand our business.
We have a secured asset-based revolving credit agreement (the "ABL Facility") which has a borrowing capacity of
$2.2 billion. We have also issued $1.5 billion aggregate principal amount of Senior Notes due 2029 and 2031 (the
“Senior Notes”), which remain outstanding. As a result, we are subject to risks relating to our indebtedness.
As of February 3, 2024, the aggregate principal amount of our total outstanding indebtedness was $1.5 billion
under the Senior Notes. As of February 3, 2024, we had $2.2 billion in principal amount of undrawn commitments
available for additional borrowings under the ABL Facility, subject to borrowing base availability.
Our level of indebtedness could impact our business in the following ways:
• make it more difficult for us to satisfy our debt obligations, including with respect to the Senior Notes and
ABL Facility;
•
•
•
•
•
•
increase our vulnerability to general adverse economic and external conditions;
impair our ability to obtain additional debt or equity financing in the future for working capital, capital
expenditures, acquisitions or general corporate or other purposes;
require us to dedicate a material portion of our cash flows from operations to the payment of principal and
interest on our indebtedness, thereby reducing the availability of our cash flows to fund working capital
needs, capital expenditures, acquisitions and other general corporate purposes;
expose us to the risk of increased interest rates for borrowings under the ABL Facility, which bear interest
at a variable rate;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;
place us at a disadvantage compared to our competitors that have less indebtedness; and
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•
limit our ability to adjust to changing market conditions.
Any of these risks could impact our ability to operate and expand our business, which could adversely affect our
business, financial condition and results of operations. Furthermore, we may in the future incur additional
indebtedness, which could intensify these risks and make it more difficult for us to satisfy our obligations under
our indebtedness.
We may not be able to generate sufficient cash to service all of our indebtedness and fund our working
capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under
our indebtedness, which may not be successful.
We may be required to dedicate a substantial portion of cash flows from operations to the payment of principal
and interest under our indebtedness. For example, in 2023 we repaid our $350 million outstanding borrowing
under the ABL Facility. We generated net cash from operating activities of $1,532 million in fiscal 2023 and ended
fiscal 2023 with $1,873 million of cash and cash equivalents on our balance sheet.
Our ability to make scheduled payments on our indebtedness depends upon our future operating performance
and on our ability to generate cash flows in the future, which is subject to general economic, financial, business,
competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our
business will generate sufficient cash flows from operations or that future borrowings will be available to us in an
amount sufficient to enable us to fund our debt service obligations and other liquidity needs.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face
substantial liquidity problems and could be forced to reduce or delay investment and capital expenditures or to
dispose of material assets or operations, seek additional debt or equity financing or restructure or refinance our
indebtedness. We may not be able to effect any such alternative measures (including due to restrictions in our
indebtedness agreements), if necessary, on commercially reasonable terms or at all and, even if successful, such
alternative actions may not allow us to meet our scheduled debt service obligations.
If we cannot make scheduled payments on our indebtedness, we will be in default and, as a result, our lenders
could declare all outstanding principal and interest to be due and payable, could terminate their commitments to
loan money to us and could foreclose against any assets securing our indebtedness under the ABL Facility, and
we could be forced into bankruptcy or liquidation.
Covenants in the ABL Facility may restrict our business and could limit our ability to implement our
business plan.
The ABL Facility includes covenants restricting, among other things, our ability to do the following under certain
circumstances:
•
•
grant or incur liens;
sell or otherwise dispose of assets, including capital stock of subsidiaries;
• make investments in certain subsidiaries;
•
•
pay dividends, make distributions or redeem or repurchase capital stock; and
consolidate or merge with or into, or sell substantially all of our assets to another entity.
Compliance with these and the other covenants in the ABL Facility may restrict our ability to implement our
business plan, finance future operations, respond to changing business and economic conditions, secure
additional financing, and engage in strategic transactions. We cannot assure you that we will be able to comply
with our financial or other covenants under the ABL Facility or that any covenant violations would be waived in the
future. Any violation that is not waived could result in an event of default and, as a result, our lenders under the
ABL Facility could declare all outstanding principal and interest to be due and payable, could suspend
commitments to make any advances or could require any outstanding letters of credit to be collateralized by an
interest bearing cash account, any or all of which could adversely affect our business, financial condition and
results of operations.
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Changes in our credit profile or deterioration in market conditions may limit our access to the capital
markets and adversely impact our business and financial condition.
We currently have corporate credit ratings of BB with a negative outlook from Standard & Poor's and Ba3 with a
negative outlook from Moody’s. Any reduction in our credit ratings could result in reduced access to the credit and
capital markets, more restrictive covenants in future financing documents and higher interest costs, and
potentially increased lease or hedging costs. In addition, market conditions such as increased volatility or
disruption in the credit markets could adversely affect our ability to obtain financing or refinance existing debt on
terms that would be acceptable to us.
Risks Related to Sustainability and Climate Change
Our business is subject to evolving regulations and expectations with respect to environmental, social
and governance (“ESG”) matters that could expose us to numerous risks.
Increasingly regulators, customers, investors, employees and other stakeholders are focusing on ESG matters
and related disclosures. These developments have resulted in, and are likely to continue to result in, increased
general and administrative expenses and increased management time and attention spent complying with or
meeting ESG-related requirements and expectations. For example, developing and acting on ESG-related
initiatives, including design, sourcing and operations decisions, and collecting, measuring and reporting ESG-
related information and metrics can be costly, difficult and time consuming and is subject to evolving reporting
standards, including the SEC’s recently approved climate-related reporting requirements and sustainability
reporting requirements in the European Union. We may also communicate certain ESG-related initiatives and
goals in our SEC filings or in other public disclosures. These ESG-related initiatives and goals could be difficult
and expensive to implement, the technologies needed to implement them may not be cost effective and may not
advance at a sufficient pace, and we could be criticized for the accuracy, adequacy or completeness of our
disclosures. Further, statements about our ESG-related initiatives and goals, and progress against those goals,
may be based on standards for measuring progress that are still developing, internal controls and processes that
continue to evolve, and assumptions that are subject to change in the future. In addition, we could be criticized for
the scope or nature of such initiatives or goals, or for any revisions to these goals. If our ESG-related data,
processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG-
related goals on a timely basis, or at all, our reputation, business, financial condition and results of operations
could be adversely affected.
Climate change may have an adverse impact on our business.
There are inherent climate-related risks wherever business is conducted. Our properties and operations, and
those of our franchisees, vendors and other business partners, may be vulnerable to the adverse effects of
climate change, which may include an increase in the frequency and severity of weather conditions and other
natural cycles such as wildfires and droughts and shifts in climate patterns. The physical changes prompted by
climate change could result in increased regulation or changes in consumer preferences and spending patterns.
Such events have the potential to disrupt our operations and those of our franchisees, vendors and other
business partners, cause store and factory closures, and impact our customers, employees and workers in our
supply chain, all of which may adversely affect our business.
General Risks
Our business and results of operations could be adversely affected by natural disasters, public health
crises, political crises, negative global climate patterns, or other catastrophic events.
Natural disasters, such as hurricanes, tornadoes, floods, earthquakes, wildfires, and other extreme weather
conditions; unforeseen public health crises, such as pandemics and epidemics; political crises, such as terrorist
attacks, war, labor unrest, and other political instability; negative global climate patterns, especially in water
stressed regions; or other catastrophic events or disasters occurring in or impacting the areas in which our stores,
distribution centers, corporate offices or our vendors’ manufacturing facilities are located, whether occurring in the
United States or internationally, could disrupt our, our franchisees' and our vendors' operations. Our disaster
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recovery and business continuity planning may not be sufficient in all instances to mitigate the impact of such
catastrophic events.
In particular, these types of events could impact our supply chain from or to the impacted region and could impact
our ability or the ability of our franchisees or other third parties to operate our stores or websites. These types of
events could also negatively impact consumer spending in the impacted regions or globally, depending upon the
severity. Disasters occurring at our vendors’ manufacturing facilities could impact our reputation and our
customers’ perception of our brands. To the extent any of these events occur, our business and results of
operations could be adversely affected.
Several military conflicts are taking place around the world which may adversely affect our business. The ongoing
conflicts between Russia and Ukraine and Israel and Hamas have caused and may continue to cause instability
and disruption in global markets. The potential impact of these conflicts and any resulting bans, sanctions and
boycotts on our business is uncertain at the current time due to the fluid nature of these conflicts as they are
unfolding in real-time. The potential impacts could include supply chain and logistics disruptions, volatility in
foreign exchange rates and interest rates, inflationary pressures on raw materials and energy and heightened
cybersecurity threats. We do not and cannot know if these conflicts could escalate and result in broader economic
and security concerns which could adversely affect our business, financial condition or results of operations.
Failure to comply with applicable laws and regulations, and changes in the regulatory or administrative
landscape, could adversely affect our business, financial condition and results of operations.
Laws and regulations at the local, state, federal, and international levels frequently change, and the ultimate cost
of compliance cannot be precisely estimated. In addition, we cannot predict with assurance the impact that may
result from changes in the regulatory or administrative landscape. Such laws and regulations are complex and
often subject to differing interpretations, which can lead to unintentional or unknown instances of non-compliance.
Our failure, or the failure of our employees, franchisees, licensees, vendors, or other business partners, to comply
with applicable laws and regulations, and any changes in laws or regulations, the imposition of additional laws or
regulations, or the enactment of any new or more stringent legislation that impacts employment and labor, anti-
corruption, trade, product safety, transportation and logistics, health care, tax, cybersecurity, privacy, operations,
or environmental issues, among others, could adversely affect our business, financial condition and results of
operations.
We are subject to various proceedings, lawsuits, disputes, and claims from time to time, which could
adversely affect our business, financial condition and results of operations.
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
may be covered in part by insurance. We cannot predict with assurance the outcome of Actions brought against
us. Additionally, defending against Actions may involve significant expense and diversion of management's
attention and resources. Accordingly, developments, settlements, or resolutions may occur and impact income in
the quarter of such development, settlement, or resolution. An unfavorable outcome could adversely affect our
business, financial condition and results of operations.
Item 1B. Unresolved Staff Comments.
None.
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Item 1C. Cybersecurity.
Risk Management and Strategy
Safeguarding our information systems as well as the information that we receive and store about our customers,
employees, vendors and others is a priority for Gap Inc. We maintain a cybersecurity program with technical and
organizational safeguards that is designed to identify, assess, manage, mitigate and respond to cybersecurity
threats, including threats associated with the use of third-party systems. The program leverages our overall
enterprise risk management (“ERM”) processes. Cybersecurity risk management processes are also embedded
within our operating procedures, internal controls and information systems.
Annually, employees receive cybersecurity training, and we provide additional targeted cybersecurity awareness
and education activities throughout the year. In partnership with external consultants, we periodically conduct
“tabletop” exercises with management and members of our Information Security, Information Technology and
Privacy teams during which we simulate real-life cybersecurity incident scenarios to assess our preparedness,
test our incident response plans and highlight potential areas for improvement. Audits of our cybersecurity risk
management processes are conducted periodically in order to test the effectiveness of controls designed to
prevent and respond to cyberattacks at different levels within Gap Inc. In addition, we maintain cybersecurity risk
insurance.
Our Information Security and Information Technology teams manage and monitor our cybersecurity environment.
These teams track cybersecurity incidents across Gap Inc., our vendors and third-party service providers to
remediate and resolve incidents. Incidents are escalated as appropriate based on a risk assessment framework,
including as needed to senior management. Gap Inc.’s Privacy team is involved to the extent data privacy
concerns are implicated. We maintain incident response plans to coordinate activities taken to respond to and
remediate cybersecurity incidents. We consult with outside counsel as appropriate, including on materiality
analysis and disclosure matters, and senior management makes final materiality determination and disclosure
decisions.
Our cybersecurity risk management processes are based on industry-recognized standards. We partner with
leading cybersecurity companies to leverage third-party technology and expertise, and we engage with these
partners to support monitoring and maintaining the performance and effectiveness of controls implemented in our
environment.
To date, our business strategy, results of operations and financial condition have not been materially affected by
risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but we
cannot provide assurance that they will not be materially affected in the future by such risks or any future material
incidents. For more information on our cybersecurity-related risks, see “Risks Related to Data Privacy and
Cybersecurity” in Item 1A, Risk Factors, of this Form 10-K.
Governance
Gap Inc.’s Chief Information Security Officer (“CISO”) oversees the cybersecurity program. The CISO reports to
the Chief Digital & Technology Officer (“CDTO”) and is responsible for assessing and maintaining the Company’s
cybersecurity risk management processes. The CISO informs senior management regarding the prevention,
detection, mitigation and remediation of cybersecurity incidents. The CISO, CDTO, and members of the
Information Security, Information Technology and Privacy teams have broad experience and expertise in
selecting, deploying and operating cybersecurity technologies, initiatives and processes around the world.
Information about our executive officers’ work experience, including our CDTO, is included in “Information about
our Executive Officers” in Item 1, Business, of this Form 10-K.
Our Board understands the importance of maintaining a robust and effective cybersecurity program. The Audit
and Finance Committee of the Board oversees the Company’s cybersecurity program as well as risk exposures
and steps taken by management to monitor and mitigate cybersecurity risks. The CISO and/or CDTO provide a
quarterly update on the cybersecurity program, on an alternating basis to the Audit and Finance Committee or the
full Board.
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Our Internal Audit department facilitates an annual ERM assessment that is designed to gather information
regarding key enterprise risks, emerging risks, critical risk events, and key third-party dependencies that could
impact our objectives and strategies. The Internal Audit department partners with our Information Security,
Information Technology and Privacy teams to gather information about risks related to cybersecurity threats. The
ERM assessment is presented to the Board and provides the foundation for the annual Internal Audit plan,
management’s monitoring and risk mitigation efforts, and ongoing Board-level oversight. On a quarterly basis,
Gap Inc.’s Chief Audit Executive updates the Audit and Finance Committee on the Internal Audit plan and any
updates to the Company’s enterprise risk profile, including identified cybersecurity risks.
Item 2. Properties.
As of February 3, 2024, we had 2,562 Company-operated stores in the United States, Canada, Japan, and
Taiwan, which totaled approximately 30.6 million square feet. Almost all of these stores are leased, typically with
one or more renewal options after the initial term. Terms vary by type and location of store.
We own approximately 0.8 million square feet of corporate office space located in: San Francisco, Pleasanton,
and Rocklin, California. We lease approximately 0.5 million square feet of corporate office space located in: San
Francisco, California; New York, New York; Albuquerque, New Mexico; and Hyderabad, India. We also lease
regional offices in North America and in various international locations. We own approximately 9.6 million square
feet of distribution space located in: Fresno, California; Fishkill, New York; Groveport, Ohio; Gallatin, Tennessee;
Brampton, Ontario, Canada; and Longview, Texas. We also have a distribution center in construction in London,
Ontario, Canada with estimated occupancy in fiscal 2025. We lease approximately 0.5 million square feet of
distribution space located in: Phoenix, Arizona; and Erlanger and Hebron, Kentucky. Third-party logistics
companies provide logistics services to us through distribution warehouses in: Chiba, Japan; Hong Kong, China;
and New Taipei City, Taiwan. We also use a number of distribution facilities located globally that are leased and
operated by third-party logistics providers related to our franchise business.
Item 3. Legal Proceedings.
We do not believe that the outcome of any current Action would have a material effect on our Consolidated
Financial Statements.
Item 4. Mine Safety Disclosures.
Not applicable.
22
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
The principal market on which our stock is traded is the New York Stock Exchange under the symbol "GPS". Our
website is www.gapinc.com. The number of holders of record of our stock as of March 13, 2024 was 5,394.
The Company has paid dividends on a quarterly basis and expects to continue to do so, subject to approval by
the Board. Additional dividend information can be found in Liquidity and Capital Resources in Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Form 10-K.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In February 2019, the Board approved a $1.0 billion share repurchase authorization (the "February 2019
repurchase program"), 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 14 weeks
ended February 3, 2024. The February 2019 repurchase program had $476 million remaining as of February 3,
2024.
23
Stock Performance Graph
The graph below compares our cumulative total stockholder return on our common stock for the five-year period
ended February 3, 2024, with the cumulative total returns of (i) the S&P 500 Index and (ii) the Dow Jones
U.S. Apparel Retailers Index. The total stockholder return for our common stock assumes reinvestment of any
dividends paid.
TOTAL RETURN TO STOCKHOLDERS
(Assumes $100 investment on 2/2/2019)
Total Return Analysis
The Gap, Inc.
$ 100.00 $ 73.30 $ 85.25 $ 76.56 $ 60.21 $ 95.36
S&P 500
$ 100.00 $ 121.68 $ 142.67 $ 175.90 $ 161.45 $ 195.06
Dow Jones U.S. Apparel Retailers $ 100.00 $ 111.46 $ 119.16 $ 131.90 $ 144.08 $ 161.22
2/2/2019
2/1/2020
1/30/2021
1/29/2022
1/28/2023
2/3/2024
Source: Research Data Group, Inc.
Item 6. [Reserved]
24
The Gap, Inc.S&P 500Dow Jones U.S. Apparel Retailers02/02/1902/01/2001/30/2101/29/2201/28/2302/03/24$0$20$40$60$80$100$120$140$160$180$200$220$240$260 Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Our Business
We are a collection of lifestyle brands offering apparel, accessories, and personal care products for men, women,
and children under the Old Navy, Gap, Banana Republic, and Athleta brands. As of February 3, 2024, we had
Company-operated stores in the United States, Canada, Japan, and Taiwan. Our products are available to
customers online through Company-owned websites and through third-party arrangements. We also have
franchise agreements to operate Old Navy, Gap, Banana Republic, and Athleta throughout Asia, Europe, Latin
America, the Middle East, and Africa. Under these agreements, third parties operate, or will operate, stores and
websites that sell apparel and related products under our brand names. In addition to operating in the specialty,
outlet, online, and franchise channels, we use our omni-channel capabilities to bridge the digital world and
physical stores to further enhance our shopping experience for our customers. Our omni-channel services,
including buy online pick-up in store, order-in-store, find-in-store, and ship-from-store, as well as enhanced
mobile-enabled experiences, are tailored uniquely across our collection of brands. Most of the products sold
under our brand names are designed by us and manufactured by independent sources.
Overview
Financial results for fiscal 2023 are as follows:
• Net sales for fiscal 2023 decreased 5 percent to $14.9 billion compared with $15.6 billion for fiscal 2022.
• Store and franchise sales for fiscal 2023 decreased 3 percent compared with fiscal 2022 and online sales for
fiscal 2023 decreased 7 percent compared with fiscal 2022.
• Gross profit for fiscal 2023 was $5.8 billion compared with $5.4 billion for fiscal 2022. Gross margin for fiscal
2023 was 38.8 percent compared with 34.3 percent for fiscal 2022.
• Operating income for fiscal 2023 was $560 million compared with operating loss of $(69) million for fiscal 2022.
• Effective tax rate for fiscal 2023 was 9.7 percent compared with negative 45.3 percent for fiscal 2022.
• Net income for fiscal 2023 was $502 million compared with net loss of $(202) million for fiscal 2022.
• Diluted earnings per share was $1.34 for fiscal 2023 compared with diluted loss per share of $(0.55) for fiscal
2022.
• Merchandise inventory as of the fourth quarter of fiscal 2023 decreased 16 percent compared with the fourth
quarter of fiscal 2022.
Fiscal 2023 consisted of 53 weeks versus 52 weeks in fiscal 2022. Net sales and operating results, as well as
other metrics derived from the Consolidated Statement of Operations, include the impact of the additional week;
however, the comparable sales calculation excludes the 53rd week.
Effective August 22, 2023, Richard Dickson became the Company's President and Chief Executive Officer. Bob L.
Martin, who had been serving as the Company's Chief Executive Officer on an interim basis, remained as the
Executive Board Chair until October 28, 2023, when he transitioned to a non-employee Board Chair role.
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
included 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 were substantially completed in
the first half of fiscal 2023. In connection with the Plan, the Company incurred $93 million in pre-tax restructuring
costs during fiscal 2023, which included employee-related costs of $64 million and consulting and other
associated costs of $29 million. These restructuring costs were primarily recorded within operating expenses on
the Consolidated Statement of Operations.
25
The Company has also completed its initiative of rationalizing the Gap and Banana Republic store fleet by closing,
net of openings, 344 Gap and Banana Republic stores in North America from the beginning of fiscal 2020 to the
end of fiscal 2023. The majority of the selected stores had leases that expired between these fiscal years, which
allowed us to exit stores with a minimal net impact to our Consolidated Statements of Operations.
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 fiscal 2023. The Gap Taiwan
operations will continue to operate as usual until regulatory approvals and closing conditions are met.
During the first quarter of fiscal 2023, the Company also sold a building for $76 million and recorded a pre-tax
gain on sale of $47 million within operating expenses on the Consolidated Statement of Operations.
We are focused on the following strategic priorities in the near term:
• maintaining and building upon the financial and operational rigor, through an optimized cost structure and
disciplined inventory management;
•
•
•
•
reinvigorating our brands to drive relevance and an engaging omni-channel experience;
strengthening our platform and evolving with a digital first mindset;
energizing our culture by attracting and retaining strong talent; and
continuing to integrate social and environmental sustainability into business practices to support long-term
growth.
We identify our operating segments according to how our business activities are managed and evaluated. As of
February 3, 2024, our operating segments included Old Navy Global, Gap Global, Banana Republic Global, and
Athleta Global. 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.
26
Results of Operations
A discussion regarding our results of operations for fiscal year 2023 compared with fiscal year 2022 is presented
below. A discussion regarding our results of operations for fiscal year 2022 compared with fiscal year 2021 can be
found under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of
Operations, in our Annual Report on the Form 10-K for the year ended January 28, 2023, filed with the SEC on
March 14, 2023.
Net Sales
See Note 3 of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and
Supplementary Data, of this Form 10-K 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 the franchise and licensing business. Comp Sales included the
results of certain foreign operations until their respective transitions to third-party franchise partners. See Note 17
of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data,
of this Form 10-K for further details.
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:
Old Navy Global
Gap Global
Banana Republic Global
Athleta Global
The Gap, Inc.
Fiscal Year
2023
2022
(1) %
1 %
(7) %
(12) %
(2) %
(12) %
(4) %
9 %
(5) %
(7) %
27
Store count, openings, closings, and square footage for our stores are as follows:
Old Navy North America
Gap North America
Gap Asia (1)
Banana Republic North America
Banana Republic Asia
Athleta North America
Company-operated stores total
Franchise (1)
Total
Increase (decrease) over prior
year
Old Navy North America (2)
Gap North America
Gap Asia
Gap Europe (3)
Banana Republic North America
Banana Republic Asia
Athleta North America
Company-operated stores total
Franchise (2)(3)
Total
Decrease over prior year
__________
January 28, 2023
Fiscal 2023
February 3, 2024
Number of
Store Locations
1,238
493
232
419
Number of
Stores Opened
25
1
2
2
Number of
Stores Closed
20
22
11
21
46
257
2,685
667
3,352
4
25
59
293
352
7
12
93
96
189
Number of
Store Locations
1,243
472
134
400
43
270
2,562
998
3,560
6.2 %
Square Footage
(in millions)
19.8
5.0
1.2
3.3
0.2
1.1
30.6
N/A
30.6
(3.8) %
January 29, 2022
Fiscal 2022
January 28, 2023
Number of
Store Locations
1,252
520
329
11
446
50
227
2,835
564
3,399
Number of
Stores Opened
30
10
5
—
2
3
40
90
138
228
Number of
Stores Closed
20
37
102
—
29
7
10
205
70
275
Number of
Store Locations
1,238
493
232
—
419
46
257
2,685
667
3,352
(1.4) %
Square Footage
(in millions)
19.8
5.2
2.0
—
3.5
0.2
1.1
31.8
N/A
31.8
(4.5) %
(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 S.p.A. ("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.
28
Net Sales Discussion
Our net sales for fiscal 2023 decreased $727 million, or 5 percent, compared with fiscal 2022, driven primarily by
a decrease in Comp Sales, the transition of our Gap China business to a partnership model, and other strategic
store closures. Fiscal 2023 also includes incremental sales attributable to the 53rd week. Additionally, there was
an unfavorable impact of foreign exchange of $74 million. The foreign exchange impact is the translation impact if
net sales for fiscal 2022 were translated at exchange rates applicable during fiscal 2023.
Cost of Goods Sold and Occupancy Expenses
($ in millions)
Cost of goods sold and occupancy expenses
Gross profit
Cost of goods sold and occupancy expenses as a percentage of net sales
$
$
Gross margin
Fiscal Year
2023
2022
9,114
5,775
$
$
61.2 %
38.8 %
10,257
5,359
65.7 %
34.3 %
Cost of goods sold and occupancy expenses decreased 4.5 percentage points as a percentage of net sales in
fiscal 2023 compared with fiscal 2022.
• Cost of goods sold decreased 4.9 percentage points as a percentage of net sales in fiscal 2023 compared with
fiscal 2022, primarily driven by a decrease in air freight expenses and improved promotional activity.
Additionally, there was a decrease in inventory impairment charges compared with fiscal 2022. The impact of
commodity costs was relatively flat for fiscal 2023 compared with fiscal 2022.
• Occupancy expenses increased 0.4 percentage points as a percentage of net sales in fiscal 2023 compared
with fiscal 2022, primarily driven by a decrease in Comp Sales without a corresponding decrease in fixed
occupancy expenses.
29
Operating Expenses and Operating Margin
($ in millions)
Operating expenses
Operating expenses as a percentage of net sales
Operating margin
Fiscal Year
2023
2022
$
5,215
$
5,428
35.0 %
3.8 %
34.8 %
(0.4) %
Operating expenses decreased $213 million, but increased 0.2 percentage points as a percentage of net sales
during fiscal 2023 compared with fiscal 2022, due to a decrease in net sales as well as the following:
• a decrease in advertising expenses;
• a decrease in payroll expenses related to our operating model and structure changes;
• a decrease due to the transition of our China business to a partnership model;
• a decrease in technology-related investments;
• a gain on sale of building of $47 million that occurred during fiscal 2023; and
• a loss on divestiture activity of $35 million that occurred during fiscal 2022 related to the transition of the Old
Navy Mexico business; partially offset by
• an increase in performance-based compensation; and
• restructuring expenses of $89 million incurred during fiscal 2023 as a result of actions taken to simplify and
optimize our operating model and structure.
Interest Expense
($ in millions)
Interest expense
Fiscal Year
2023
2022
$
90 $
88
Interest expense primarily includes interest on outstanding borrowings and obligations mainly related to our
Senior Notes.
Interest Income
($ in millions)
Interest income
Fiscal Year
2023
2022
$
(86) $
(18)
Interest income increased $68 million during fiscal 2023 compared with fiscal 2022 primarily due to higher cash
balances and higher interest rates, as well as tax-related interest income.
Income Taxes
($ in millions)
Income tax expense
Effective tax rate
Fiscal Year
2023
2022
$
$
54
9.7 %
63
(45.3) %
The change in the effective tax rate for fiscal 2023 compared with fiscal 2022 was primarily due to changes in the
amount and jurisdictional mix of pre-tax earnings, partially offset by prior year divestiture activity, the current year
benefit from the impact of changes in valuation allowances, and current year benefit from a U.S. transfer pricing
settlement related to our sourcing activities.
See Note 5 of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and
Supplementary Data, of this Form 10-K for further details.
30
Liquidity and Capital Resources
We consider the following to be measures of our liquidity and capital resources:
($ in millions)
Cash and cash equivalents
Debt
3.625 percent Senior Notes due 2029
3.875 percent Senior Notes due 2031
Working capital
Current ratio
February 3,
2024
January 28,
2023
$
1,873 $
1,215
750
750
1,299
1.42:1
750
750
1,361
1.42:1
As of February 3, 2024, the majority of our cash and cash equivalents were held in the United States and are
generally accessible without any limitations.
We are also able to supplement near-term liquidity, if necessary, with our senior secured asset-based revolving
credit agreement (the "ABL Facility") or other available market instruments. During fiscal 2023, the Company
repaid an aggregate of $350 million to reduce the outstanding borrowing under the ABL Facility to zero. There
were no borrowings under the ABL Facility as of February 3, 2024. See Note 7 of Notes to Consolidated Financial
Statements included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K for disclosures
on the 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 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. See Note 18 of Notes
to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of this
Form 10-K, for disclosures on the Company's SCF program.
We are party to many contractual obligations involving commitments to make payments to third parties. These
obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual
obligations are reflected on the Consolidated Balance Sheet as of February 3, 2024, while others are considered
future obligations. Our contractual obligations primarily consist of operating leases, purchase obligations and
commitments, long-term debt and related interest payments, and income taxes. See Notes 7 and 12 of Notes to
Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of this
Form 10-K for information related to our debt and operating leases, respectively.
Purchase obligations and commitments consist of open purchase orders to purchase inventory as well as
commitments for products and services used in the normal course of business. As of February 3, 2024, our
purchase obligations and commitments were approximately $4 billion. We expect that the majority of these
purchase obligations and commitments will be settled within one year.
Our contractual obligations related to income taxes are primarily related to unrecognized tax benefits. See Note 5
of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data,
of this Form 10-K for information related to income taxes.
31
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 increased $925 million during fiscal 2023 compared with fiscal 2022,
primarily due to the following:
Net income (loss)
• Net income compared with net loss in the prior year;
Changes in operating assets and liabilities
• an increase of $582 million related to accounts payable primarily due to the timing of payments for
inventory during fiscal 2023 compared with fiscal 2022; and
• an increase of $255 million related to accrued expenses and other current liabilities primarily due to an
increase in performance-based compensation during fiscal 2023 compared with fiscal 2022; partially
offset by
• a decrease of $342 million related to income taxes payable, net of receivables and other tax-related
items, primarily due to receipt of tax refunds during fiscal 2022 related to fiscal 2020 net operating loss
carryback claims; and
• a decrease of $171 million related to merchandise inventory primarily due to a continued reduction of
inventory during fiscal 2023 that was less than the reduction of inventory during fiscal 2022.
Cash Flows from Investing Activities
Net cash used for investing activities increased $107 million during fiscal 2023 compared with fiscal 2022,
primarily due to the following:
• $76 million in net proceeds from the sale of a building during fiscal 2023 compared with $458 million in net
proceeds from the sale of buildings during fiscal 2022; partially offset by
• $265 million less purchases of property and equipment during fiscal 2023 compared with fiscal 2022, largely
due to rationalizing our technology investments and a decrease in new store and supply chain spend.
In fiscal 2023, cash used for purchases of property and equipment was $420 million primarily related to
information technology, store investments, and supply chain to support our omni and digital strategies.
Cash Flows from Financing Activities
Net cash used for financing activities was $567 million during fiscal 2023 compared with $6 million of net cash
provided by financing activities during fiscal 2022, primarily due to the following:
• $350 million from the ABL Facility that was borrowed during fiscal 2022 and repaid during fiscal 2023; partially
offset by
• $123 million in repurchases of common stock during fiscal 2022 compared with no repurchases during fiscal
2023.
Free Cash Flow
Free cash flow is a non-GAAP financial measure. We believe free cash flow is an important metric because it
represents a measure of how much cash a company has available for discretionary and non-discretionary items
after the deduction of capital expenditures. We require regular capital expenditures including technology
improvements as well as building and maintaining our stores and distribution centers. We use this metric
internally, as we believe our sustained ability to generate free cash flow is an important driver of value creation.
However, this non-GAAP financial measure is not intended to supersede or replace our GAAP results.
32
The following table reconciles free cash flow, a non-GAAP financial measure, from net cash provided by operating
activities, a GAAP financial measure.
($ in millions)
Net cash provided by operating activities
Less: Purchases of property and equipment
Free cash flow
Debt and Credit Facilities
Fiscal Year
2023
2022
$
$
1,532 $
(420)
1,112 $
607
(685)
(78)
Certain financial information about the Company's debt and credit facilities is set forth under the headings "Debt
and Credit Facilities" in Note 7 of Notes to Consolidated Financial Statements included in Item 8, Financial
Statements and Supplementary Data, of this Form 10-K.
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 an annual dividend of $0.60 per share in fiscal 2023 and fiscal 2022. In February 2024, the Board
authorized a dividend of $0.15 per share for the first quarter of fiscal 2024.
Share Repurchases
Certain financial information about the Company's share repurchases is set forth under the heading "Share
Repurchases" in Note 10 of Notes to Consolidated Financial Statements included in Item 8, Financial Statements
and Supplementary Data, of this Form 10-K.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United
States of America ("U.S. GAAP") requires management to adopt accounting policies and make significant
judgments and estimates to develop amounts reflected and disclosed in the financial statements.
Our significant accounting policies can be found under the heading "Organization and Summary of Significant
Accounting Policies" in Note 1 of Notes to Consolidated Financial Statements included in Item 8, Financial
Statements and Supplementary Data, of this Form 10-K. The policies and estimates discussed below include the
financial statement elements that are either judgmental or involve the selection or application of alternative
accounting policies and are material to our financial statements.
Inventory Valuation
We value inventory at the lower of cost or net realizable value (“LCNRV”), with cost determined using the
weighted-average cost method. We review our inventory levels in order to identify slow-moving merchandise and
broken assortments (items no longer in stock in a sufficient range of sizes or colors), and we primarily use
promotions and markdowns to clear merchandise. We record an adjustment to inventory when future estimated
selling price is less than cost. Our LCNRV adjustment calculation requires management to make assumptions to
estimate the selling price and amount of slow-moving merchandise and broken assortments subject to
markdowns, which is dependent upon factors such as historical trends with similar merchandise, inventory aging,
forecasted consumer demand, and the promotional environment.
We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or
assumptions we use to calculate our LCNRV. However, if estimates regarding consumer demand are inaccurate,
or if economic conditions including global inflationary pressures change beyond what is currently estimated by
management, our operating results could be affected.
33
Impairment of Long-Lived Assets
Long-lived assets, which primarily consist of property and equipment and operating lease assets, are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset
group may not be recoverable. Events that result in an impairment review include a significant decrease in the
operating performance of the long-lived asset or the decision to close a store, corporate facility, or distribution
center.
Long-lived assets are considered impaired if the carrying amount exceeds the estimated undiscounted future cash
flows of the asset or asset group over the estimated remaining useful life. 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. For our Company-operated stores, the individual store generally represents the lowest level of
independent identifiable cash flows and the asset group is comprised of both property and equipment and
operating lease assets.
For impaired assets, we recognize a loss equal to the difference between the carrying amount of the asset or
asset group and its estimated fair value. The estimated fair value of the asset or asset group is based on
discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk.
For operating lease assets, the Company determines the estimated fair value of the assets by comparing the
discounted contractual rent payments to estimated market rental rates using available valuation techniques.
Our estimate of future cash flows requires management to make assumptions and to apply judgment, including
forecasting future sales and gross profits and estimating useful lives of the assets. These estimates can be
affected by factors such as future sales results, real estate market conditions, store closure plans, economic
conditions, business interruptions, interest rates and government regulations that can be difficult to predict. If
actual results and conditions are not consistent with the estimates and assumptions used in our calculations, we
may be exposed to additional impairments of long-lived assets.
See Note 8 of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and
Supplementary Data, of this Form 10-K for additional information and disclosures about impairment of long-lived
assets.
Income Taxes
We are a multinational company operating in multiple domestic and foreign locations with different tax laws and
regulations. The Company's management is required to interpret and apply these tax laws and regulations in
determining the amount of its income tax liability for financial statement purposes. We record valuation allowances
against our deferred tax assets when it is more likely than not that some portion or all of such deferred tax assets
will not be realized. In determining the need for valuation allowances, management is required to make
assumptions and to apply judgment, including tax planning strategies, forecasting future income, taxable income,
and the geographic mix of income or losses in the jurisdictions in which we operate. Our effective tax rate in a
given financial statement period may also be materially impacted by changes in the geographic mix and level of
income or losses, changes in the expected or actual outcome of audits, and changes in the deferred tax valuation
allowances or new tax legislation.
On a recurring basis, we assess the need for valuation allowances related to our deferred income tax assets,
which includes consideration of both positive and negative evidence to determine, based on the weight of the
available evidence, whether it is more likely than not that some or all of our deferred tax assets will not be
realized. In our assessment, we consider recent financial operating results, the scheduled expiration of our net
operating losses, potential sources of taxable income, the reversal of existing taxable differences, taxable income
in prior carryback years (if permitted under tax law), and tax planning strategies.
It is possible that there will be changes in our business structure, our performance, our industry or otherwise that
cause results to differ materially in future periods. If the changes result in significant and sustained reductions in
our pre-tax income or utilization of existing tax carryforwards in future periods, additional valuation allowances
may be required with corresponding adverse impacts on results of operations. Such adverse impacts may be
material.
34
At any point in time, many tax years are subject to or in the process of being audited by various U.S. and foreign
tax jurisdictions. These audits include reviews of our tax filing positions, including the timing and amount of
deductions taken and the allocation of income between tax jurisdictions. When an uncertain tax position is
identified, we recognize a benefit only if we believe it is more likely than not that the tax position based on its
technical merits will be sustained upon examination by the relevant tax authorities. We recognize a benefit for tax
positions using the highest cumulative tax benefit that is more likely than not to be realized. We establish a liability
for tax positions that do not meet this threshold. The evaluation of uncertain tax positions requires management to
apply specialized skill and knowledge related to tax laws and regulations and to make assumptions that are
subject to factors such as possible assessments by tax authorities, changes in facts and circumstances, issuance
of new regulations, and resolutions of tax audits. To the extent we prevail in matters for which a liability has been
established or are required to pay amounts in excess of our established liability, our effective income tax rate in a
given financial statement period could be materially affected.
See Note 5 of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and
Supplementary Data, of this Form 10-K for additional information on income taxes.
Revenue Recognition
The Company’s revenues primarily include merchandise sales at stores, online, and through franchise and
licensing agreements. We also receive revenue sharing from our credit card agreement for private label and co-
branded credit cards, and breakage revenue related to our gift cards, merchandise return cards, and outstanding
loyalty points, which are realized based upon historical redemption patterns. For online sales, the Company has
elected to treat shipping and handling as fulfillment activities and not a separate performance obligation.
Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control
of the merchandise passes to the customer, which is generally at the time of shipment. Revenues are presented
net of any taxes collected from customers and remitted to governmental authorities.
We record sales return allowances and a right of returns asset on a gross basis for expected future merchandise
returns, based on historical return patterns, merchandise mix, and recent trends. The actual amount of customer
returns, which are inherently uncertain, may differ from our estimates. Sales return allowances are recorded within
accrued expenses and other current liabilities and the right of returns asset is recorded within other current assets
on our Consolidated Balance Sheets.
We also 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.
See Note 3 of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and
Supplementary Data, of this Form 10-K for related revenue disclosures.
Recent Accounting Pronouncements
See "Organization and Summary of Significant Accounting Policies" in Note 1 of Notes to Consolidated Financial
Statements included in Item 8, Financial Statements and Supplementary Data, of this Form 10-K for recent
accounting pronouncements, including the expected dates of adoption and estimated effects on our Consolidated
Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Derivative Financial Instruments
Certain financial information about the Company's derivative financial instruments is set forth under the heading
"Derivative Financial Instruments" in Note 9 of Notes to Consolidated Financial Statements included in Item 8,
Financial Statements and Supplementary Data, of this Form 10-K.
35
We have performed a sensitivity analysis as of February 3, 2024 based on a model that measures the impact of a
hypothetical 10 percent adverse change in foreign currency exchange rates to U.S. dollars (with all other variables
held constant) on our underlying estimated major foreign currency exposures, net of derivative financial
instruments. The foreign currency exchange rates used in the model were based on the spot rates in effect as of
February 3, 2024. The sensitivity analysis indicated that a hypothetical 10 percent adverse movement in foreign
currency exchange rates would have an unfavorable impact on the underlying cash flow, net of our foreign
exchange derivative financial instruments, of $18 million as of February 3, 2024.
Debt
Certain financial information about the Company's debt is set forth under the heading "Debt and Credit Facilities"
in Note 7 of Notes to Consolidated Financial Statements included in Item 8, Financial Statements and
Supplementary Data, of this Form 10-K.
Our Senior Notes have fixed interest rates and are exposed to interest rate risk that is limited to changes in fair
value. Changes in interest rates do not impact our cash flows.
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.
36
Item 8. Financial Statements and Supplementary Data.
THE GAP, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of February 3, 2024 and January 28. 2023 . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the fiscal years ended February 3, 2024, January 28, 2023,
and January 29, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended February 3, 2024,
January 28, 2023, and January 29, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders' Equity for the fiscal years ended February 3, 2024, January
28, 2023, and January 29, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2024, January 28, 2023,
and January 29, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
38
41
42
43
44
45
46
37
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of The Gap, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Gap, Inc. and subsidiaries (the
"Company") as of February 3, 2024 and January 28, 2023, the related consolidated statements of operations,
comprehensive income (loss), stockholders’ equity, and cash flows, for each of the fiscal years ended February 3,
2024, January 28, 2023 and January 29, 2022 and the related notes (collectively referred to as the "financial
statements"). We also have audited the Company’s internal control over financial reporting as of February 3,
2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of February 3, 2024 and January 28, 2023, and the results of its operations and its
cash flows for each of the fiscal years ended February 3, 2024, January 28, 2023 and January 29, 2022, in
conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of February 3,
2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
38
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Sales Return Allowances and Right of Returns Asset — Refer to Note 1 in the financial statements
Critical Audit Matter Description
As of February 3, 2024, the Company recorded sales return allowances of $62 million within accrued expenses
and other current liabilities and a right of returns asset of $28 million within other current assets. The Company
establishes sales return allowances and a right of returns asset on a gross basis for expected future merchandise
returns, based on historical return patterns, merchandise mix, and recent trends.
We identified sales return allowances and the right of returns asset as a critical audit matter due to the uncertainty
and judgment in estimating the amount of outstanding customer returns as of the balance sheet date. A high
degree of auditor judgment was required when performing audit procedures to evaluate the reasonableness of
management's estimate.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to sales return allowances and the right of returns asset included the following,
among others:
• We tested the effectiveness of controls over the process for establishing sales return allowances and the
right of returns asset.
• We evaluated the Company’s methodology and assumptions used to develop sales return allowances
and the right of returns asset by:
– Testing the completeness and accuracy of underlying data used in the sales return allowance
estimate
– Evaluating whether the inputs used in the estimate were relevant and consistent with evidence
obtained externally and in other areas of the audit
39
– Testing the mathematical accuracy of the sales return allowance estimate
– Assessing the Company's ability to accurately estimate merchandise returns by comparing prior
period estimates to actual merchandise returns
• We developed an independent estimate of sales return allowances and the right of returns asset and
compared it to the recorded amount.
/s/ Deloitte & Touche LLP
San Francisco, California
March 19, 2024
We have served as the Company’s auditor since at least 1976, in connection with its initial public offering;
however, an earlier year could not be reliably determined.
40
THE GAP, INC.
CONSOLIDATED BALANCE SHEETS
($ and shares in millions except par value)
ASSETS
Current assets:
Cash and cash equivalents
Merchandise inventory
Other current assets
Total current assets
Property and equipment, net of accumulated depreciation
Operating lease assets
Other long-term assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Current portion of operating lease liabilities
Income taxes payable
Total current liabilities
Long-term liabilities:
Revolving credit facility
Long-term debt
Long-term operating lease liabilities
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies (see Note 15)
Stockholders' equity:
Common stock $0.05 par value
Authorized 2,300 shares for all periods presented; Issued and
Outstanding 372 and 366 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Total stockholders' equity
Total liabilities and stockholders' equity
February 3,
2024
January 28,
2023
1,873 $
1,995
527
4,395
2,566
3,115
968
1,215
2,389
1,013
4,617
2,688
3,173
908
11,044 $
11,386
$
$
$
1,349 $
1,108
600
39
3,096
—
1,488
3,353
512
5,353
19
113
2,420
43
2,595
1,320
1,219
667
50
3,256
350
1,486
3,517
544
5,897
18
27
2,140
48
2,233
11,386
$
11,044 $
See Accompanying Notes to Consolidated Financial Statements
41
THE GAP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
($ and shares in millions except per share amounts)
Net sales
Cost of goods sold and occupancy expenses
Gross profit
Operating expenses
Operating income (loss)
Loss on extinguishment of debt
Interest expense
Interest income
Income (loss) before income taxes
Income tax expense
Net income (loss)
Weighted-average number of shares—basic
Weighted-average number of shares—diluted
Earnings (loss) per share—basic
Earnings (loss) per share—diluted
2023
$
14,889 $
9,114
5,775
5,215
560
—
90
(86)
556
54
502 $
370
376
1.36 $
1.34 $
$
$
$
Fiscal Year
2022
2021
15,616 $
10,257
5,359
5,428
(69)
—
88
(18)
(139)
63
(202) $
367
367
(0.55) $
(0.55) $
16,670
10,033
6,637
5,827
810
325
167
(5)
323
67
256
376
383
0.68
0.67
See Accompanying Notes to Consolidated Financial Statements
42
THE GAP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
($ in millions)
Net income (loss)
2023
Fiscal Year
2022
2021
$
502 $
(202) $
256
Other comprehensive income (loss), net of tax:
Foreign currency translation
Change in fair value of derivative financial
instruments, net of tax expense of $2, $—,
and $—
Reclassification adjustment for losses (gains)
on derivative financial instruments, net of (tax
expense) tax benefit of $(1), $(2), and $3
Other comprehensive income (loss), net of tax
Comprehensive income (loss)
$
(4)
16
(17)
(5)
497 $
14
27
(31)
10
(192) $
9
8
12
29
285
See Accompanying Notes to Consolidated Financial Statements
43
THE GAP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
($ and shares in millions except per share amounts)
Balance as of January 30, 2021
Net income
Other comprehensive income, net of tax
Foreign currency translation
Change in fair value of derivative instruments
Amounts reclassified from accumulated other comprehensive income
Repurchases and retirement of common stock
Issuance of common stock related to stock options and employee stock purchase plans
Issuance of common stock and withholding tax payments related to vesting of stock units
Share-based compensation, net of forfeitures
Common stock dividends declared and paid ($0.36 per share)
Balance as of January 29, 2022
Net loss
Other comprehensive income, net of tax
Foreign currency translation
Change in fair value of derivative instruments
Amounts reclassified from accumulated other comprehensive income
Repurchases and retirement of common stock
Issuance of common stock related to stock options and employee stock purchase plans
Issuance of common stock and withholding tax payments related to vesting of stock units
Share-based compensation, net of forfeitures
Common stock dividends declared and paid ($0.60 per share)
Balance as of January 28, 2023
Net income
Other comprehensive loss, net of tax
Foreign currency translation
Change in fair value of derivative instruments
Amounts reclassified from accumulated other comprehensive income
Issuance of common stock related to stock options and employee stock purchase plans
Issuance of common stock and withholding tax payments related to vesting of stock units
Share-based compensation, net of forfeitures
Common stock dividends declared and paid ($0.60 per share)
Balance as of February 3, 2024
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Total
374 $
19 $
85 $
2,501 $
256
9 $ 2,614
256
(9)
3
3
—
—
—
(201)
54
(36)
141
371
19
43
(11)
3
3
(1)
—
—
366
18
3
3
—
1
(62)
27
(20)
39
27
27
(21)
80
(135)
2,622
(202)
(60)
(220)
2,140
502
372 $
19 $
113 $
(222)
2,420 $
9
8
12
38
14
27
(31)
48
9
8
12
(201)
54
(36)
141
(135)
2,722
(202)
14
27
(31)
(123)
27
(20)
39
(220)
2,233
502
(4)
16
(17)
(4)
16
(17)
27
(20)
80
(222)
43 $ 2,595
See Accompanying Notes to Consolidated Financial Statements
44
THE GAP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
Share-based compensation
Impairment of operating lease assets
Impairment of store assets
Loss on extinguishment of debt
Amortization of debt issuance costs
Non-cash and other items
Loss on divestiture activity
Gain on sale of building
Deferred income taxes
Changes in operating assets and liabilities:
Merchandise inventory
Other current assets and other long-term assets
Accounts payable
Accrued expenses and other current liabilities
Income taxes payable, net of receivables and other tax-related items
Other long-term liabilities
Operating lease assets and liabilities, net
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Net proceeds from sale of buildings
Purchases of short-term investments
Proceeds from sales and maturities of short-term investments
Payments for acquisition activity, net of cash acquired
Net proceeds from divestiture activity, net of cash paid
Other
Net cash used for investing activities
Cash flows from financing activities:
Proceeds from revolving credit facility
Repayments of revolving credit facility
Proceeds from issuance of long-term debt
Payments to extinguish debt
Payments for debt issuance costs
Proceeds from issuances under share-based compensation plans
Withholding tax payments related to vesting of stock units
Repurchases of common stock
Cash dividends paid
Other
Net cash provided by (used for) financing activities
Effect of foreign exchange rate fluctuations on cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
Non-cash investing activities:
Purchases of property and equipment not yet paid at end of period
Supplemental disclosure of cash flow information:
Cash paid for interest during the period
Cash paid for income taxes during the period, net of refunds
Cash paid for operating lease liabilities
2023
Fiscal Year
2022
2021
$
502 $
(202) $
256
522
80
4
3
—
4
28
—
(47)
(64)
383
179
42
12
75
(15)
(176)
1,532
(420)
76
—
—
—
9
1
(334)
—
(350)
—
—
—
27
(20)
—
540
37
33
18
—
6
(16)
35
(83)
42
554
161
(540)
(243)
417
(45)
(107)
607
(685)
458
—
—
—
—
—
(227)
350
—
—
—
(6)
27
(20)
(123)
504
139
8
1
325
14
31
59
—
(61)
(593)
(42)
186
172
(85)
(3)
(102)
809
(694)
—
(753)
1,162
(135)
(21)
(5)
(446)
—
—
1,500
(2,546)
(16)
54
(36)
(201)
(222)
(2)
(567)
(3)
628
1,273
$ 1,901 $ 1,273 $
(220)
(2)
6
(15)
371
902
(226)
—
(1,471)
(6)
(1,114)
2,016
902
$
$
$
$
43 $
55 $
124
74 $
49 $
932 $
180
76 $
(388) $
215
942 $ 1,061
See Accompanying Notes to Consolidated Financial Statements
45
Notes to Consolidated Financial Statements
For the Fiscal Years Ended February 3, 2024, January 28, 2023, and January 29, 2022
Note 1. Organization and Summary of Significant Accounting Policies
Organization
The Gap, Inc., a Delaware corporation, is a collection of lifestyle brands offering apparel, accessories, and
personal care products for men, women, and children under the Old Navy, Gap, Banana Republic, and Athleta
brands. As of February 3, 2024, we had 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.
In fiscal 2023, 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. On January 31, 2023, the
Gap China transaction closed with Baozun. The Gap Taiwan operations will continue to operate as usual until
regulatory approvals and closing conditions are met.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of The Gap, Inc. and its wholly owned subsidiaries.
All intercompany transactions and balances have been eliminated.
Fiscal Year and Presentation
Our fiscal year is a 52-week or 53-week period ending on the Saturday closest to January 31. The fiscal year
ended February 3, 2024 (fiscal 2023) consisted of 53 weeks. The fiscal years ended January 28, 2023 (fiscal
2022) and January 29, 2022 (fiscal 2021) consisted of 52 weeks.
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 Consolidated Financial Statements. Examples include, but are not limited to, assumptions and
estimates used for inventory valuation, income taxes and valuation allowances, sales return and bad debt
allowances, deferred revenue, and the impairment of long-lived assets. If the global economic conditions change
beyond what is currently estimated by management, such future changes may have an adverse impact on the
Company's results of operations and financial position.
Cash and Cash Equivalents
Cash includes funds deposited in banks and amounts in transit from banks for customer credit card and debit card
transactions that process in less than seven days.
All highly liquid investments with original maturities of three months or less at the time of purchase are 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 in time deposits. Income related to these securities is recorded
within interest income on the Consolidated Statements of Operations.
46
Restricted Cash
Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash is
related to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period
longer than one year from the balance sheet date, the restricted cash is included within other long-term assets on
our Consolidated Balance Sheets. Otherwise, restricted cash is included within other current assets on our
Consolidated Balance Sheets.
As of February 3, 2024, January 28, 2023, and January 29, 2022, restricted cash primarily includes consideration
that serves as collateral for our insurance obligations and certain other obligations occurring in the normal course
of business. As of January 28, 2023, restricted cash also included a collateral amount under the SCF program of
$30 million. See Note 18 of Notes to Consolidated Financial Statements for related disclosures.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on our
Consolidated Balance Sheets to the total shown on our Consolidated Statements of Cash Flows:
($ in millions)
Cash and cash equivalents
Restricted cash included in other current assets
Restricted cash included in other long-term assets
Total cash, cash equivalents, and restricted cash shown on the
Consolidated Statement of Cash Flows
February 3,
2024
January 28,
2023
January 29,
2022
$
1,873 $
1,215 $
—
28
32
26
877
—
25
$
1,901 $
1,273 $
902
Merchandise Inventory
We value inventory at the LCNRV, with cost determined using the weighted-average cost method. We record an
adjustment to inventory when future estimated selling price is less than cost. We review our inventory levels in
order to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range
of sizes or colors) and we primarily use promotions and markdowns to clear merchandise. In addition, we
estimate and accrue shortage for the period between the last physical count and the balance sheet date.
Property and Equipment
Depreciation is computed using the straight-line method over the estimated useful lives of the related assets.
Estimated useful lives are as follows:
Category
Leasehold improvements
Furniture and equipment
Software
Buildings and building improvements
Term
Shorter of remaining lease term or economic life, up to 15 years
Up to 10 years
Up to 7 years
Up to 39 years
When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts,
with any resulting gain or loss recorded within operating expenses on the Consolidated Statements of Operations.
Costs of maintenance and repairs are expensed as incurred. Costs incurred to implement cloud computing
arrangements hosted by third-party vendors are capitalized when incurred during the application development
phase and amortized on a straight-line basis over the contractual term, plus any reasonably certain renewal
periods, of the cloud computing arrangement. Capitalized amounts related to such arrangements are recorded
within other current assets and other long-term assets on our Consolidated Balance Sheets and were not material
for fiscal 2023, 2022, or 2021.
47
Leases
We determine if a long-term contractual obligation is a lease at inception. The majority of our operating leases
relate to Company stores. We also lease some of our corporate facilities and distribution centers. These operating
leases expire at various dates through fiscal 2047. Most store leases have a five-year base period and include
options that allow us to extend the lease term beyond the initial base period, subject to terms agreed upon at
lease inception. Some leases also include early termination options, which can be exercised under specific
conditions. Our lease agreements do not contain any material residual value guarantees or material restrictive
covenants.
We record our lease liabilities at the present value of the lease payments not yet paid, discounted at the rate of
interest that the Company would have to pay to borrow on a collateralized basis over a similar term. As the
Company's leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate
based on the information available at commencement date in determining the present value of lease payments.
We recognize operating lease cost over the estimated term of the lease, which includes options to extend lease
terms that are reasonably certain of being exercised, starting when possession of the property is taken from the
landlord, which normally includes a construction period prior to the store opening. When a lease contains a
predetermined fixed escalation of the fixed rent, we recognize the related operating lease cost on a straight-line
basis over the lease term. In addition, certain of our lease agreements include variable lease payments, such as
payments based on a percentage of sales that are in excess of a predetermined level and/or increases based on
a change in the consumer price index or fair market value. These variable lease payments are excluded from
minimum lease payments and are included in the determination of net lease cost when it is probable that the
expense has been incurred and the amount can be reasonably estimated. If an operating lease asset is impaired,
the remaining operating lease asset will be amortized on a straight-line basis over the remaining lease term.
See Note 12 of Notes to Consolidated Financial Statements for related disclosures.
Revenue Recognition
The Company’s revenues primarily include merchandise sales at stores, online, and through franchise and
licensing agreements. We also receive revenue sharing from our credit card agreement for private label and co-
branded credit cards, and breakage revenue related to our gift cards, merchandise return cards, and outstanding
loyalty points, which are realized based upon historical redemption patterns. For online sales, the Company has
elected to treat shipping and handling as fulfillment activities and not a separate performance obligation.
Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control
of the merchandise passes to the customer, which is generally at the time of shipment. Revenues are presented
net of any taxes collected from customers and remitted to governmental authorities.
We record sales return allowances and a right of returns asset on a gross basis for expected future merchandise
returns, based on historical return patterns, merchandise mix, and recent trends. Sales return allowances are
recorded within accrued expenses and other current liabilities and the right of returns asset is recorded within
other current assets on our Consolidated Balance Sheets.
We have credit card agreements with third parties to provide our customers with private label credit cards and co-
branded credit cards (collectively, the “Credit Card programs"). Each private label credit card bears the logo of
Gap, Banana Republic, Old Navy, or Athleta and can be used at any of our U.S. store locations and online. The
current co-branded credit card is a MasterCard credit card bearing the logo of Gap, Banana Republic, Old Navy,
or Athleta and can be used everywhere MasterCard credit cards are accepted. The Credit Card programs are a
part of Gap Inc.’s loyalty program where members enjoy incentives in the form of rewards which can be redeemed
across all of our brands.
48
During fiscal 2022, the Company launched a new long-term credit card program with Barclays that replaced our
prior credit card program with Synchrony Financial. Barclays, a third-party financial institution, is the sole owner of
the accounts and underwrites the credit issued under the Credit Card programs. Our agreement with Barclays
provides for certain payments to be made to us, including a share of revenue from the performance of the credit
card portfolios and reimbursements of loyalty program discounts. We have identified separate performance
obligations related to our credit card agreement that includes both providing a license and an obligation to redeem
loyalty points issued under the loyalty rewards program. Our obligation to provide a license is satisfied when the
subsequent sale or usage occurs and our obligation to redeem loyalty points is deferred until those loyalty points
are redeemed. Income related to our credit card agreement is classified within net sales on our Consolidated
Statements of Operations. In conjunction with entering into our agreement with Barclays, the Company also
entered into a corresponding agreement with MasterCard for co-branded cards that replaced our prior agreement
with Visa.
We 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. We have identified separate
performance obligations related to our franchise agreements that include both providing our franchise partners
with a license and an obligation to supply franchise partners with our merchandise. Our obligation to provide a
license is satisfied when the subsequent sale or usage occurs and our obligation to supply franchise partners with
our merchandise is satisfied when control of the merchandise transfers. We also have licensing agreements with
licensees to sell products using our brand names.
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.
See Note 3 of Notes to Consolidated Financial Statements for related revenue disclosures.
Classification of Expenses
Cost of goods sold and occupancy expenses include the following:
• the cost of merchandise;
• inventory shortage and valuation adjustments;
• freight charges;
• online shipping and packaging costs;
• cost associated with our sourcing operations, including payroll, benefits, and other administrative expenses;
• lease and other occupancy related cost, depreciation, and amortization related to our store operations,
distribution centers, information technology, and certain corporate functions; and
• gains and losses associated with foreign currency derivative 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.
Operating expenses include the following:
• payroll, benefits, and other administrative expenses for our store operations, field management, and distribution
centers;
• payroll, benefits, and other administrative expenses for our corporate functions, including product design and
development;
• advertising expenses;
• information technology expenses and maintenance costs;
• lease and other occupancy related cost, depreciation, and amortization for our corporate facilities;
• research and development expenses;
49
• gains and losses associated with foreign currency derivative contracts not designated as hedging instruments;
• third-party credit card processing fees; and
• other expenses (income).
Payroll, benefits, and other administrative expenses for our distribution centers recorded within operating
expenses were $320 million, $386 million, and $379 million in fiscal 2023, 2022, and 2021, respectively. Research
and development costs described in Accounting Standards Codification ("ASC") No. 730 are expensed as
incurred. These costs primarily consist of payroll and related benefits attributable to time spent on research and
development activities for new innovative products and technological improvements for existing products and
process innovation. Research and development expenses recorded within operating expenses under ASC 730
were $37 million, $46 million, and $41 million in fiscal 2023, 2022, and 2021, respectively.
The classification of expenses varies across the apparel retail industry. Accordingly, our cost of goods sold and
occupancy expenses and operating expenses may not be comparable to those of other companies.
Impairment of Long-Lived 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. Events that result in an impairment review
include a significant decrease in the operating performance of the long-lived asset, the decision to close a store,
corporate facility, or distribution center or adverse changes in business climate. Long-lived assets are considered
impaired if the carrying amount exceeds the estimated undiscounted future cash flows of the asset or asset group
over the estimated remaining life. 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
generally at the store level. The asset group for retail stores is comprised of both property and equipment and
operating lease assets. For impaired assets, we recognize a loss equal to the difference between the carrying
amount of the asset or asset group and its estimated fair value, which is recorded within operating expenses on
the Consolidated Statements of Operations. The estimated fair value of the asset or asset group is based on
discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk.
For operating lease assets, the Company determines the estimated fair value of the assets by discounting the
estimated market rental rates using available valuation techniques.
See Note 8 of Notes to Consolidated Financial Statements for related disclosures.
Impairment of Goodwill and Intangible Assets
We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually in
the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. Events that result in an impairment review include significant changes in the
business climate, declines in our operating results, or an expectation that the carrying amount may not be
recoverable. We assess potential impairment by considering present economic conditions as well as future
expectations. If goodwill is considered impaired, we recognize a loss equal to the difference between the carrying
amount and the estimated fair value of the reporting unit.
A trade name is considered impaired if the carrying amount exceeds its estimated fair value. If a trade name is
considered impaired, we recognize a loss equal to the difference between the carrying amount and the estimated
fair value of the trade name. The fair value of a trade name is determined using the relief from royalty method,
which requires management to make assumptions and to apply judgment, including forecasting future sales, and
selecting appropriate discount rates and royalty rates.
Goodwill and other indefinite-lived intangible assets, including the trade names, are recorded within other long-
term assets on the Consolidated Balance Sheets.
See Note 6 of Notes to Consolidated Financial Statements for related disclosures.
50
Advertising
Costs associated with the production of advertising, such as writing, copy, printing, and other costs, are expensed
as incurred. Costs associated with communicating advertising that has been produced, such as television,
magazine costs, and digital and social media, are expensed when the advertising event takes place or is made
available. Advertising expense was $882 million, $1,039 million, and $1,115 million in fiscal 2023, 2022, and 2021,
respectively, and is recorded within operating expenses on the Consolidated Statements of Operations.
Share-Based Compensation
Share-based compensation expense for stock options and other stock awards is determined based on the grant-
date fair value. We use the Black-Scholes-Merton option-pricing model to determine the fair value of stock
options, which requires the input of subjective assumptions regarding the expected term, expected volatility,
dividend yield, and risk-free interest rate. There were no stock options issued to employees during fiscal 2023. For
units granted, whereby shares of common stock are issued for units as they vest (“Stock Units”), the fair value is
determined either based on the Company’s stock price on the date of grant less future expected dividends during
the vesting period or a Monte Carlo method for certain Stock Units granted with a market condition. For stock
options and Stock Units, we recognize share-based compensation cost over the vesting period. We account for
forfeitures as they occur. Share-based compensation expense is recorded primarily within operating expenses on
the Consolidated Statements of Operations.
See Note 11 of Notes to Consolidated Financial Statements for related disclosures.
Foreign Currency
Our international subsidiaries primarily use local currencies as their functional currency and translate their assets
and liabilities at the current rate of exchange in effect at the balance sheet date. Revenue and expenses from
their operations are translated using rates that approximate those in effect during the period in which the
transactions occur. The resulting gains and losses from translation are recorded on the Consolidated Statements
of Comprehensive Income (Loss) and in accumulated other comprehensive income ("OCI") on the Consolidated
Statements of Stockholders’ Equity. Transaction gains and losses resulting from intercompany balances of a long-
term investment nature are also classified as accumulated OCI. Transaction gains and losses that arise from
exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are
recorded within operating expenses on the Consolidated Statements of Operations.
The aggregate transaction gains and losses recorded within operating expenses on the Consolidated Statements
of Operations are as follows:
($ in millions)
Foreign currency transaction loss
Realized and unrealized gain from certain derivative financial instruments
Net foreign exchange gain (loss)
Fiscal Year
2023
2022
2021
$
$
(9) $
11
2 $
(59) $
(18)
18
57
(2) $ —
Income Taxes
Deferred income taxes are recorded for temporary differences between the tax basis of assets and liabilities and
their reported amounts on the Consolidated Financial Statements. Valuation allowances are established against
deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be
realized.
Our income tax expense includes changes in our estimated liability for exposures associated with our various tax
filing positions. At any point in time, many tax years are subject to or in the process of being audited by various
taxing authorities. To the extent our estimates of settlements change or the final tax outcome of these matters is
different from the amounts recorded, such differences will impact the income tax provision in the period in which
such determinations are made.
51
The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties related to
unrecognized tax benefits in operating expenses on the Consolidated Statements of Operations.
The Company has made an accounting policy election to treat taxes due on the global intangible low-taxed
income (“GILTI”) of foreign subsidiaries as a current period expense.
Earnings per Share
Basic earnings per share is computed as net income (loss) divided by basic weighted-average number of
common shares outstanding for the period. Diluted earnings per share is computed as net income divided by
diluted weighted-average number of common shares outstanding for the period including common stock
equivalents. During periods of net loss, the dilutive impact of outstanding options and awards is excluded from
dilutive shares. Common stock equivalents consist of shares subject to share-based awards with exercise prices
less than the average market price of our common stock for the period, to the extent their inclusion would be
dilutive. Stock options and other stock awards that contain performance conditions are not included in the
calculation of common stock equivalents until such performance conditions have been achieved.
See Note 14 of Notes to Consolidated Financial Statements for related disclosures.
52
Recent 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 Consolidated Financial
Statements and disclosures, based on current information.
Accounting Pronouncement Recently Adopted
ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations
In September 2022, the Financial Accounting Standards Board ("FASB") issued accounting standards update
("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the
transparency of the use of supplier finance programs by requiring additional disclosures about the program’s
nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU
is effective retrospectively for fiscal years and interim periods within those years beginning after December 15,
2022, except for the amendment on rollforward information, which is effective prospectively for fiscal years
beginning after December 15, 2023. The ASU does not affect the recognition, measurement, or financial
statement presentation of supplier finance program obligations. We adopted this ASU on January 29, 2023. See
Note 18 of Notes to Consolidated Financial Statements for information regarding our supply chain finance
program.
Accounting Pronouncements Not Yet Adopted
ASU No. 2023-07, Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures. The
ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures
about significant segment expenses. The ASU is effective retrospectively for fiscal years beginning after
December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. We are
currently assessing the impact that this ASU will have on our Consolidated Financial Statements and related
disclosures.
ASU No. 2023-09, Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. The ASU is
intended to improve the transparency of income tax disclosures by requiring consistent categories and greater
disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction.
The ASU is effective for annual periods beginning after December 15, 2024 and should be applied on a
prospective basis, but retrospective application is permitted. We are currently assessing the impact that this ASU
will have on our Consolidated Financial Statements and related disclosures.
Global Anti-Base Erosion Model Rules ("Pillar Two")
The Organization for Economic Co-operation and Development ("OECD") has introduced a new global minimum
corporate tax of 15%, commonly referred to as Pillar Two. While the U.S. has not yet adopted the Pillar Two rules,
various other governments around the world are enacting legislation which is effective beginning in fiscal 2024.
These rules are not expected to materially impact the Company’s Consolidated Financial Statements, considering
the Company does not have material operations in jurisdictions with tax rates substantially lower than the Pillar
Two minimum. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for
potential impacts.
53
Note 2. Additional Financial Statement Information
Cash and Cash Equivalents
Cash and cash equivalents consist of the following:
($ in millions)
Cash (1)
Time deposits
Cash and cash equivalents
__________
February 3,
2024
January 28,
2023
$
$
1,872 $
1
1,873 $
1,200
15
1,215
(1) Cash includes $76 million and $60 million of amounts in transit from banks for customer credit card and debit card transactions as of
February 3, 2024 and January 28, 2023, respectively.
Other Current Assets
Other current assets consist of the following:
($ in millions)
Accounts receivable
Prepaid income taxes and income taxes receivable
Prepaid minimum rent and occupancy expenses
Right of returns asset
Derivative financial instruments
Assets held for sale (1)
Other
Other current assets
__________
February 3,
2024
January 28,
2023
$
289 $
36
31
28
7
—
$
136
527 $
340
150
106
46
11
172
188
1,013
(1) The Company reclassifies certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. As
of January 28, 2023, the aggregate carrying amount of assets held for sale consisted of $142 million related to agreements to transition
our Gap Greater China operations to Baozun and $30 million related to an agreement for the sale of a building. See Note 17 of Notes
to Consolidated Financial Statements for related disclosures of the transition of our Gap Greater China operations to Baozun.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and consist of the following:
($ in millions)
Furniture and equipment
Leasehold improvements
Land, buildings, and building improvements
Software
Construction-in-progress
Property and equipment, at cost
Less: Accumulated depreciation
Property and equipment, net of accumulated depreciation
February 3,
2024
January 28,
2023
$
$
2,805 $
2,197
1,140
1,121
177
7,440
(4,874)
2,566 $
2,833
2,270
1,103
1,142
177
7,525
(4,837)
2,688
Depreciation expense for property and equipment was $513 million, $531 million, and $502 million for fiscal 2023,
2022, and 2021, respectively.
Interest of $5 million, $7 million, and $7 million related to assets under construction was capitalized in fiscal 2023,
2022, and 2021, respectively.
See Note 8 of Notes to Consolidated Financial Statements for information regarding impairment charges.
54
Other Long-Term Assets
Other long-term assets consist of the following:
($ in millions)
Long-term income tax-related assets
Goodwill
Trade names
Intangible assets subject to amortization, net of accumulated
amortization
Other
Other long-term assets
February 3,
2024
January 28,
2023
$
561 $
207
54
18
128
$
968 $
480
207
54
27
140
908
See Note 6 of Notes to Consolidated Financial Statements for additional disclosures on goodwill and other
intangible assets.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
($ in millions)
Accrued compensation and benefits
Deferred revenue
Sales return allowances
Accrued advertising
Accrued interest
Derivative financial instruments
Liabilities held for sale (1)
Other
Accrued expenses and other current liabilities
__________
February 3,
2024
January 28,
2023
394
337
62
40
21
8
—
246
1,108 $
243
354
84
44
22
20
126
326
1,219
$
(1) The Company reclassifies certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. See
Note 17 of Notes to Consolidated Financial Statements for related disclosures.
Other Long-Term Liabilities
Other long-term liabilities consist of the following:
($ in millions)
Long-term income tax-related liabilities
Long-term asset retirement obligations (1)
Long-term deferred rent and tenant allowances
Other
Other long-term liabilities
__________
February 3,
2024
January 28,
2023
$
$
319 $
28
23
142
512 $
327
38
27
152
544
(1) The net activity related to asset retirement obligations includes adjustments to the asset retirement obligation balance and fluctuations
in foreign currency exchange rates.
55
Note 3. 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; the distribution center or
store from which the products were shipped; or the region of the franchise or licensing partner.
Net sales disaggregated by channel for fiscal 2023, 2022, and 2021 are as follows:
($ in millions)
Store and franchise sales
Online sales (1)
Total net sales
2023
Fiscal Year
2022
$
$
9,346 $
9,651 $
5,543
5,965
14,889 $
15,616 $
2021
10,239
6,431
16,670
__________
(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.
56
Net sales disaggregated by brand and region are as follows:
($ in millions)
Fiscal 2023 (1)
U.S. (2)
Canada
Other regions
Total
($ in millions)
Fiscal 2022
U.S. (2)
Canada
Other regions
Total
($ in millions)
Fiscal 2021
U.S. (2)
Canada
Other regions
Total
__________
Old Navy
Global
Gap Global
Banana
Republic
Global
Athleta Global
Other (3)
Total
$
7,460
$
2,470
$
1,681
$
1,310 $
674
69
332
539
170
88
45
5
$
8,203
$
3,341
$
1,939
$
1,360 $
46
—
—
46
$ 12,967
1,221
701
$ 14,889
Old Navy
Global
Gap Global
Banana
Republic
Global
Athleta Global
Other (3)
Total
$
7,471
$
2,461
$
1,829
$
1,428 $
679
84
332
981
192
95
33
19
$
8,234
$
3,774
$
2,116
$
1,480 $
12
—
—
12
$ 13,201
1,236
1,179
$ 15,616
Old Navy
Global
Gap Global
Banana
Republic
Global
Athleta Global
Other (4)
Total
$
8,272
$
2,608
$
1,703
$
1,432 $
102
$ 14,117
713
97
349
1,106
178
95
12
3
—
—
1,252
1,301
$
9,082
$
4,063
$
1,976
$
1,447 $
102
$ 16,670
(1) Fiscal 2023 includes incremental sales attributable to the 53rd week.
(2) U.S. includes the United States and Puerto Rico.
(3) Primarily consists of net sales from revenue-generating strategic initiatives.
(4) Primarily consists of net sales for the Intermix and Janie and Jack brands, as well as other revenue-generating strategic initiatives. The
divestiture of Janie and Jack was completed on April 8, 2021. The divestiture of Intermix was completed on May 21, 2021.
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 fiscal 2023, the opening balance of deferred revenue for
these obligations was $354 million, of which $253 million was recognized as revenue during the period. The
closing balance of deferred revenue for these obligations was $337 million as of February 3, 2024.
For fiscal 2022, the opening balance of deferred revenue for these obligations was $345 million, of which $241
million was recognized as revenue during the period. The closing balance of deferred revenue for these
obligations was $354 million as of January 28, 2023.
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 long-term 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.
Note 4. Restructuring
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 included 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 were substantially completed in the first half of fiscal 2023.
57
In connection with the Plan, the Company incurred $93 million in pre-tax restructuring costs during fiscal 2023.
The costs incurred in connection with the Plan are as follows:
Fiscal 2023
($ in millions)
Employee-related costs
Consulting and other associated costs
Total restructuring costs
Cost of goods sold and
occupancy expenses
Operating expenses
Total Costs
$
$
4 $
—
4 $
60 $
29
89 $
64
29
93
The following table summarizes restructuring costs that will be settled with cash payments and the related liability
balances as of February 3, 2024, which are included in accrued expenses and other current liabilities on the
Consolidated Balance Sheet:
($ in millions)
Employee-Related Costs
Balance at January 28, 2023
$
— $
53 Weeks Ended February 3, 2024
Provision
Adjustments
Cash payments
Balance at February 3, 2024
$
65
(1)
(59)
5 $
Consulting and Other
Associated Costs
Total
— $
29
—
(29)
— $
—
94
(1)
(88)
5
The remaining liability balances are expected to settle with cash payments during fiscal 2024.
Note 5. Income Taxes
For financial reporting purposes, components of income (loss) before income taxes are as follows:
($ in millions)
United States
Foreign
Income (loss) before income taxes
The tax expense for income taxes consists of the following:
($ in millions)
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Total tax expense
2023
Fiscal Year
2022
2021
463 $
93
556 $
(280) $
141
(139) $
217
106
323
2023
Fiscal Year
2022
2021
63 $
12
43
118
(40)
(6)
(18)
(64)
54 $
(35) $
6
50
21
24
15
3
42
63 $
46
38
44
128
(50)
(23)
12
(61)
67
$
$
$
$
The difference between the effective tax rate and the U.S. federal statutory tax rate is as follows:
58
Federal statutory tax rate
State and local income taxes, net of federal benefit
Tax impact of foreign operations
Impact of the CARES Act of 2020
Valuation allowances (1)
Impact of divestiture activity
Other
Effective tax rate
2023
Fiscal Year
2022
2021
21.0 %
2.5
(0.7)
—
(11.0)
(1.6)
(0.5)
9.7 %
21.0 %
(13.7)
(28.1)
—
(3.6)
(21.6)
0.7
(45.3) %
21.0 %
5.3
(2.5)
(5.6)
7.4
(6.4)
1.5
20.7 %
__________
(1) Beginning in fiscal 2022, we have made a change for all periods presented to separately disclose valuation allowances as its own line
item. Previously, the impact of valuation allowances was grouped within various line items in fiscal 2021.
During fiscal 2023, we recorded a $65 million benefit for changes in U.S. and foreign valuation allowances and a
$32 million benefit related to a U.S. transfer pricing settlement related to our sourcing activities.
During fiscal 2022, we recorded a $37 million expense related to foreign divestiture activity.
During fiscal 2021, we recorded a $18 million benefit related to finalization of the net operating loss carryback
provisions prescribed in the CARES Act. We also recorded a $21 million benefit related to recognition of certain
tax benefits associated with divestiture activity.
Deferred tax assets (liabilities) consist of the following:
($ in millions)
Gross deferred tax assets:
Operating lease liabilities
Accrued payroll and related benefits
Accruals
Inventory capitalization and other adjustments
Deferred income
Federal, state, and foreign net operating losses
Other
Total gross deferred tax assets
Valuation allowances
Total deferred tax assets, net of valuation allowances
Deferred tax liabilities:
Depreciation and amortization
Operating lease assets
Other
Total deferred tax liabilities
Net deferred tax assets
February 3,
2024
January 28,
2023
$
$
1,021 $
86
176
75
53
197
22
1,630
(233)
1,397
(154)
(802)
(11)
(967)
430 $
1,126
44
180
93
51
290
95
1,879
(369)
1,510
(246)
(881)
(12)
(1,139)
371
As of February 3, 2024, we had approximately $961 million of state and $594 million of foreign loss carryovers in
multiple taxing jurisdictions that could be utilized to reduce tax liabilities of future years. We also had
approximately $16 million of foreign tax credit carryovers as of February 3, 2024.
Approximately $770 million of state losses expire between fiscal 2024 and fiscal 2043, and $191 million of the
state losses do not expire. Approximately $261 million of the foreign losses expire between fiscal 2024 and fiscal
2043, and $333 million of the foreign losses do not expire. The foreign tax credits begin to expire in fiscal 2024.
59
Valuation allowances are recorded if, based on the assessment of available evidence, it is more likely than not
that some portion, or all, of the deferred tax asset will not be realized. Management must analyze all available
positive and negative evidence regarding realization of the deferred tax assets and make an assessment of the
likelihood of sufficient future taxable income. We have provided valuation allowances of $233 million on certain
federal, state, and foreign deferred tax assets that were not deemed realizable based upon estimates of future
taxable income.
The activity related to our unrecognized tax benefits is as follows:
($ in millions)
Balance at beginning of fiscal year
Increases related to current year tax positions
Prior year tax positions:
Increases
Decreases
Lapse of Statute of Limitations
Cash settlements
Foreign currency translation
Balance at end of fiscal year
2023
$
$
344 $
12
21
(30)
(1)
(3)
—
343 $
Fiscal Year
2022
2021
359 $
11
1
(24)
—
(2)
(1)
344 $
340
26
7
(9)
(1)
(2)
(2)
359
Of the total unrecognized tax benefits as of February 3, 2024, January 28, 2023, and January 29, 2022,
approximately $325 million, $326 million, and $339 million, respectively, represents the amount that, if recognized,
would favorably affect the effective income tax rate in future periods.
During fiscal 2023, 2022, and 2021, net interest expense of $4 million, $12 million, and $6 million, respectively,
has been recognized on the Consolidated Statements of Operations relating to income tax liabilities.
As of February 3, 2024 and January 28, 2023, the Company had total accrued interest related to income tax
liabilities of $49 million and $43 million, respectively. There were no accrued penalties related to income tax
liabilities as of February 3, 2024 or January 28, 2023.
The Company conducts business globally, and as a result, files income tax returns in the U.S. federal jurisdiction
and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by
taxing authorities throughout the world, including such major jurisdictions as the United States, Canada, France,
the United Kingdom, China, Hong Kong, Japan, and India. We are no longer subject to U.S. federal income tax
examinations for fiscal years before 2009, and with few exceptions, we also are no longer subject to U.S. state,
local, or non-U.S. income tax examinations for fiscal years before 2010.
The Company engages in continual discussions with taxing authorities regarding tax matters in the various U.S.
and foreign jurisdictions in the normal course of business. As of February 3, 2024, it is reasonably possible that
we will recognize a decrease in gross unrecognized tax benefits within the next 12 months of up to $1 million,
primarily due to the closing of settlements and audits. If we do recognize such a decrease, the net impact on the
Consolidated Statements of Operations would not be material.
60
Note 6. Goodwill and Other Intangible Assets
The following goodwill and other intangible assets are included in other long-term assets on the Consolidated
Balance Sheets:
($ in millions)
Goodwill
Trade names
Intangible assets subject to amortization
Less: Accumulated amortization
Intangible assets subject to amortization, net
February 3,
2024
January 28,
2023
$
$
$
$
207 $
54 $
54 $
(36)
18 $
207
54
54
(27)
27
The amortization expense for intangible assets subject to amortization primarily recorded in cost of goods sold
and occupancy expenses on the Consolidated Statements of Operations was $9 million, $9 million, and $2 million
for fiscal 2023, 2022, and 2021, respectively.
We did not recognize any impairment charges for goodwill or other intangible assets in fiscal 2023, 2022, or 2021.
Note 7. Debt and Credit Facilities
Long-term debt recorded on the Consolidated Balance Sheets consists of the following:
($ in millions)
2029 Notes
2031 Notes
Less: Unamortized debt issuance costs
Total long-term debt
February 3,
2024
January 28,
2023
$
$
750 $
750
(12)
1,488 $
750
750
(14)
1,486
On September 27, 2021, we completed the issuance of $1.5 billion aggregate principal amount of the 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") at par in a private placement to qualified institutional
buyers. We recorded $16 million of debt issuance costs related to the issuance of the Senior Notes within long-
term debt on the Consolidated Balance Sheet, which is being amortized through interest expense over the life of
the instrument.
In conjunction with debt restructuring in fiscal 2021, we incurred a loss on extinguishment of debt of $325 million,
which was recorded on the Consolidated Statement of Operations and primarily consisted of tender premiums of
$253 million, make-whole premiums of $40 million, and unamortized debt issuance costs of $28 million.
61
The scheduled maturity of the Senior Notes is as follows:
($ in millions)
October 1, 2029 (1)
October 1, 2031 (2)
Total issuance
__________
Principal
$
$
750
750
1,500
Interest Rate
3.625%
3.875%
Interest Payments
Semi-Annual
Semi-Annual
(1)
(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.
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.
As of February 3, 2024, the aggregate estimated fair value of the Senior Notes was $1.26 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
year. The aggregate principal amount of the Senior Notes is recorded in long-term debt on the Consolidated
Balance Sheet, net of the unamortized debt issuance costs.
On May 7, 2020, we entered into 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. We recorded $6 million of
debt issuance costs related to the amendment and restatement of the ABL Facility, which is being amortized
through interest expense over the term of the agreement. The ABL Facility is available for working capital, capital
expenditures, and other general corporate purposes.
As of January 28, 2023, the Company's outstanding borrowing under the ABL Facility was $350 million and was
recorded in long-term liabilities on the Consolidated Balance Sheet. During fiscal 2023, the Company repaid an
aggregate of $350 million to reduce the outstanding borrowing under the ABL Facility to zero. There were no
borrowings under the ABL Facility as of February 3, 2024.
We also have the ability to issue letters of credit on our ABL Facility. As of February 3, 2024, we had $48 million in
standby letters of credit issued under the ABL Facility.
The Senior Notes contain covenants that may limit the Company’s ability to, among other things: (i) grant or incur
liens and (ii) enter into sale and lease-back transactions. The Senior Notes are fully and unconditionally
guaranteed on a senior unsecured basis, jointly and severally, by each of our existing wholly owned domestic
subsidiaries that is a borrower or guarantor under our existing ABL Facility. These guarantees also extend to each
of our future wholly owned domestic subsidiaries that is a borrower or guarantor under any credit facility of the
Company, any guarantor, a guarantor of capital markets debt of the Company, or any guarantor in an aggregate
principal amount in excess of a certain amount.
The ABL Facility is secured by specified U.S. and Canadian assets, including a first lien on inventory, certain
receivables, and related assets. The ABL Facility contains customary covenants restricting the Company's
activities, as well as those of its subsidiaries, including limitations on the ability to sell assets, engage in mergers
or other fundamental changes, enter into capital leases or certain leases not in the ordinary course of business,
enter into transactions involving related parties or derivatives, incur or prepay indebtedness, grant liens or
negative pledges on its assets, make loans or other investments, pay dividends or repurchase stock or other
securities, guarantee third-party obligations, engage in sale and lease-back transactions and make changes in its
corporate structure. There are exceptions to these covenants, and some are only applicable when unused
availability falls below specified thresholds. In addition, the ABL Facility includes, as a financial covenant, a
springing fixed charge coverage ratio which arises when availability falls below a specified threshold.
62
Note 8. 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
during fiscal 2023 or 2022.
Financial Assets and Liabilities
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents held at amortized
cost are as follows:
($ in millions)
Assets:
Cash equivalents
Derivative financial instruments
Deferred compensation plan assets
Other assets
Total
Liabilities:
Derivative financial instruments
($ in millions)
Assets:
Cash equivalents
Derivative financial instruments
Deferred compensation plan assets
Other assets
Total
Liabilities:
Derivative financial instruments
$
$
$
$
$
$
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
February 3,
2024
1 $
7
31
4
43 $
— $
—
31
—
31 $
1 $
7
—
—
8 $
8 $
— $
8 $
—
—
—
4
4
—
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
January 28,
2023
15 $
11
34
4
64 $
— $
—
34
—
34 $
15 $
11
—
—
26 $
20 $
— $
20 $
—
—
—
4
4
—
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 in time deposits.
Derivative financial instruments primarily include foreign exchange forward contracts. See Note 9 of Notes to
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 within other long-term assets on the Consolidated Balance Sheets.
See Note 13 of Notes to Consolidated Financial Statements for information regarding employee benefit plans.
63
Nonfinancial Assets
Long-lived assets, which for us primarily consist of store assets and operating lease assets, are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not
be recoverable. The estimated fair value of the long-lived assets is based on discounted future cash flows of the
asset or asset group using a discount rate commensurate with the risk. For operating lease assets, the Company
determines the estimated fair value of the assets by comparing discounted contractual rent payments to estimated
market rental rates using available valuation techniques. These fair value measurements qualify as level 3
measurements in the fair value hierarchy.
See Note 1 of Notes to Consolidated Financial Statements for further information regarding the impairment of
long-lived assets.
We recorded the following long-lived asset impairment charges in operating expenses on the Consolidated
Statements of Operations:
($ in millions)
Operating lease assets (1)
Store assets (2)
Total impairment charges of long-lived assets
__________
Fiscal Year
2023
2022
2021
$
$
4 $
3
7 $
33 $
18
51 $
8
1
9
(1) The impairment charge reduced the then carrying amount of the applicable operating lease assets of $51 million, $248 million, and
$24 million to their fair value of $47 million, $215 million, and $16 million during fiscal 2023, 2022, and 2021, respectively.
(2) The impairment charge reduced the then carrying amount of the applicable store assets of $4 million, $21 million, and $1 million to their
fair value of $1 million, $3 million, and zero during fiscal 2023, 2022, and 2021, respectively.
Note 9. Derivative Financial Instruments
We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate
fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate
risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management
guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and
certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into
with large, reputable financial institutions that are monitored for counterparty risk. The currencies hedged against
changes in the U.S. dollar are the Canadian dollar, Japanese yen, British pound, New Taiwan dollar, and Euro.
Cash flows from derivative financial instruments are classified as cash flows from operating activities on the
Consolidated Statements of Cash Flows.
Derivative financial instruments are recorded at fair value on the Consolidated Balance Sheets as other current
assets, other long-term assets, accrued expenses and other current liabilities, or other long-term liabilities.
64
Cash Flow Hedges
We designate foreign exchange forward contracts used to hedge forecasted merchandise purchases and related
costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their
local currencies as cash flow hedges. The foreign exchange forward contracts entered into to hedge forecasted
merchandise purchases and related costs generally have terms of up to 24 months. The effective portion of the
gain or loss on the derivative financial instruments is reported as a component of other comprehensive income
(loss) and is recognized into net income (loss) during the period in which the underlying transaction impacts the
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 Consolidated Statements of Operations in the same period and generally
offset each other.
Outstanding Notional Amounts
As of February 3, 2024 and January 28, 2023, we had foreign exchange forward contracts outstanding in the
following notional amounts:
($ in millions)
Derivatives designated as cash flow hedges
Derivatives not designated as hedging instruments
Total
Quantitative Disclosures about Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
($ in millions)
Derivatives designated as cash flow hedges:
Other current assets
Accrued expenses and other current liabilities
Derivatives not designated as hedging instruments:
Other current assets
Accrued expenses and other current liabilities
February 3,
2024
January 28,
2023
$
$
381 $
568
949 $
441
645
1,086
February 3,
2024
January 28,
2023
$
6 $
2
1
6
9
5
2
15
11
20
Total derivatives in an asset position
Total derivatives in a liability position
$
$
7 $
8 $
All of the unrealized gains and losses from designated cash flow hedges as of February 3, 2024 will be
recognized in income within the next 12 months at the then-current values, which may differ from the fair values
as of February 3, 2024 shown above.
Our foreign exchange forward contracts are subject to master netting arrangements with each of our
counterparties and such arrangements are enforceable in the event of default or early termination of the contract.
We do not elect to offset the fair values of our derivative financial instruments on the Consolidated Balance
Sheets and as such the fair values shown above represent gross amounts. The amounts subject to enforceable
master netting arrangements are not material for all periods presented.
65
See Note 8 of Notes to Consolidated Financial Statements for disclosures on the fair value measurements of our
derivative financial instruments.
The pre-tax amounts recognized in net income (loss) related to derivative instruments are as follows:
Location and Amount of (Gain) Loss Recognized in Net Income (Loss)
Fiscal Year 2023
Fiscal Year 2022
Fiscal Year 2021
Cost of
goods sold
and
occupancy
expenses
Cost of
goods sold
and
occupancy
expenses
Cost of
goods sold
and
occupancy
expenses
Operating
expenses
Operating
expenses
Operating
expenses
$ 9,114 $ 5,215 $ 10,257 $ 5,428 $ 10,033 $ 5,827
$
(18) $ — $
(33) $ — $
15 $ —
—
(11)
—
(57)
—
(18)
$
(18) $
(11) $
(33) $
(57) $
15 $
(18)
($ in millions)
Total amount of expense line items
presented on the Consolidated Statements
of Operations in which the effects of
derivatives are recorded
(Gain) loss recognized in net income (loss):
Derivatives designated as cash flow
hedges
Derivatives not designated as hedging
instruments
Total (gain) loss recognized in net income
(loss)
Note 10. Common Stock
Common and Preferred Stock
The Company is authorized to issue 2.3 billion shares of common stock. We are also authorized to issue 60
million shares of Class B common stock, which is convertible into shares of common stock on a share-for-share
basis. Transfer of the Class B shares is restricted. In addition, the holders of the Class B common stock have six
votes per share on most matters and are entitled to a lower cash dividend. No Class B shares have been issued
as of February 3, 2024.
The Company is authorized to issue 30 million shares of one or more series of preferred stock, which has a par
value of $0.05 per share, and to establish at the time of issuance the issue price, dividend rate, redemption price,
liquidation value, conversion features, and such other terms and conditions of each series (including voting rights)
as the Board deems appropriate, without further action on the part of the stockholders. No preferred shares have
been issued as of February 3, 2024.
Share Repurchases
Share repurchase activity is as follows:
($ and shares in millions except average per share cost)
Number of shares repurchased (1)
Total cost
Average per share cost including commissions
__________
2023
Fiscal Year
2022
$
$
—
— $
— $
11
123 $
11.59 $
2021
9
201
23.47
(1) Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
In February 2019, the Board approved a $1.0 billion share repurchase authorization. The February 2019
repurchase program had $476 million remaining as of February 3, 2024. All common stock repurchased is
immediately retired.
66
Note 11. Share-Based Compensation
Share-based compensation expense is as follows:
($ in millions)
Stock Units
Stock options
Employee stock purchase plan
Share-based compensation expense
Less: Income tax benefit
Share-based compensation expense, net of tax
2023
Fiscal Year
2022
2021
$
$
74 $
3
3
80
(14)
66 $
26 $
7
4
37
(14)
23 $
122
13
4
139
(23)
116
No material share-based compensation expense was capitalized in fiscal 2023, 2022, or 2021.
There were no material modifications made to our outstanding stock options and Stock Units in fiscal 2023, 2022,
or 2021.
General Description of Stock Option and Stock Unit Plans
The 2016 Long-Term Incentive Plan (the "2016 Plan") was last amended and restated in May 2023. Under the
2016 Plan, nonqualified stock options and Stock Units are granted to officers, directors, eligible employees, and
consultants at exercise prices or initial values equal to the fair market value of the Company’s common stock at
the date of grant or as determined by the Compensation and Management Development Committee of the Board.
As of February 3, 2024, there were 311,586,781 shares that have been authorized for issuance under the 2016
Plan.
Stock Units
Under the 2016 Plan, Stock Units are granted to employees and members of the Board. Vesting generally occurs
over a period of three to four years of continued service by the employee in equal annual installments for the
majority of the Stock Units granted. Vesting is immediate in the case of members of the Board.
In some cases, Stock Unit vesting is also subject to the attainment of pre-determined performance metrics and/or
the satisfaction of market conditions ("Performance Shares"). At the end of each reporting period, we evaluate the
probability that the Performance Shares will vest. We record share-based compensation expense on an
accelerated basis over a period of three to four years once granted, based on the grant-date fair value and the
probability that the pre-determined performance metrics will be achieved. We use the Monte Carlo method to
calculate the grant date fair value of Performance Shares containing a market condition.
A summary of Stock Unit activity under the 2016 Plan for fiscal 2023 is as follows:
Balance as of January 28, 2023
Granted
Granted, with vesting subject to performance and market conditions
Vested
Forfeited
Balance as of February 3, 2024
Shares
15,001,991 $
12,165,882 $
3,205,732 $
(5,444,342) $
(6,106,788) $
18,822,475 $
Weighted-Average
Grant-Date
Fair Value Per Share
16.27
9.35
9.61
15.07
14.10
11.72
67
A summary of additional information about Stock Units is as follows:
($ in millions except per share amounts)
Weighted-average fair value per share of Stock Units granted $
Fair value of Stock Units vested
$
2023
Fiscal Year
2022
2021
9.41 $
82 $
11.92 $
83 $
31.28
62
The aggregate intrinsic value of unvested Stock Units as of February 3, 2024 was $373 million.
As of February 3, 2024, there was $117 million (before any related tax benefit) of unrecognized share-based
compensation expense related to unvested Stock Units, which is expected to be recognized over a weighted-
average period of 2.0 years. Total unrecognized share-based compensation expense may be adjusted for future
forfeitures as they occur.
Stock Options
We have stock options outstanding under the 2016 Plan. Stock options generally expire the earlier of 10 years
from the grant date, three months after employee termination, or one year after the date of an employee’s
retirement or death. Vesting generally occurs over a period of four years of continued service by the employee,
with 25 percent vesting on each of the four anniversary dates.
There were no stock options issued to employees during fiscal 2023. The fair value of stock options issued to
employees during fiscal 2022 and 2021 was estimated on the date of grant using the following assumptions:
Expected term (in years)
Expected volatility
Dividend yield
Risk-free interest rate
A summary of stock option activity under the 2016 Plan for fiscal 2023 is as follows:
Fiscal Year
2022
2021
4.6
51.7 %
4.0 %
2.5 %
4.5
56.9 %
1.8 %
0.6 %
Balance as of January 28, 2023
Granted
Exercised
Forfeited/Expired
Balance as of February 3, 2024
Weighted-
Average
Exercise Price Per
Share
Shares
7,825,433 $
— $
(900,155) $
(2,039,560) $
4,885,718 $
20.75
—
9.49
23.69
21.59
A summary of additional information about stock options is as follows:
($ in millions except per share amounts)
Weighted-average fair value per share of stock options granted
Aggregate intrinsic value of stock options exercised
Fair value of stock options vested
$
$
$
2023
Fiscal Year
2022
— $
7 $
6 $
4.66 $
2 $
13 $
2021
12.35
20
13
68
Information about stock options outstanding and exercisable as of February 3, 2024 is as follows:
Options Outstanding
Options Exercisable
Employee Stock Purchase Plan
Intrinsic Value as
of February 3,
2024
(in millions)
$
$
18
10
Number of
Shares as of
February 3, 2024
4,885,718
3,805,421
Weighted-
Average
Remaining
Contractual
Life (in years)
Weighted-
Average
Exercise Price
Per Share
4.9 $
4.3 $
21.59
23.71
Under our Employee Stock Purchase Plan (“ESPP”), eligible U.S. and Canadian employees are able to purchase
our common stock at 85 percent of the closing price on the New York Stock Exchange on the last day of the three-
month purchase periods. Accordingly, compensation expense is recognized for an amount equal to the 15 percent
discount. Employees pay for their stock purchases through payroll deductions at a rate equal to any whole
percentage from 1 percent to 15 percent. There were 1,945,332, 2,337,159, and 1,117,669 shares issued under
the ESPP in fiscal 2023, 2022 and 2021, respectively. As of February 3, 2024, there were 10,636,532 shares
reserved for future issuances under the ESPP.
Note 12. Leases
Net lease cost recognized on our Consolidated Statements of Operations is summarized as follows:
($ in millions)
Operating lease cost
Variable lease cost
Sublease income
Net lease cost
Fiscal Year
2023
2022
$
$
823 $
443
—
825
447
(1)
1,266 $
1,271
69
As of February 3, 2024, the maturities of lease liabilities based on the total minimum lease commitment amount
including options to extend lease terms that are reasonably certain of being exercised are as follows:
($ in millions)
Fiscal Year
2024
2025
2026
2027
2028
Thereafter
Total minimum lease payments
Less: Interest
Present value of operating lease liabilities
Less: Current portion of operating lease liabilities
Long-term operating lease liabilities
$
$
819
770
677
550
470
1,762
5,048
(1,095)
3,953
(600)
3,353
During fiscal 2023, non-cash operating lease asset activity, net of remeasurements and modifications, was $544
million. During fiscal 2022, non-cash operating lease asset activity, net of remeasurements and modifications, was
$124 million and includes permanent store closures and the derecognition of leases related to the transition of
certain foreign operations to franchise partners. As of February 3, 2024 and January 28, 2023, the minimum lease
commitment amount for operating leases signed but not yet commenced, primarily for retail stores, was $62
million and $116 million, respectively.
As of February 3, 2024 and January 28, 2023, the weighted-average remaining operating lease term was 7.7
years and 8.0 years, respectively, and the weighted-average discount rate was 6.4 percent and 5.6 percent,
respectively, for operating leases recognized on our Consolidated Financial Statements.
As of February 3, 2024 and January 28, 2023, the Company's finance leases were not material to our
Consolidated Financial Statements.
See Note 1 of Notes to Consolidated Financial Statements for additional disclosures related to leases.
Note 13. Employee Benefit Plans
We have two qualified defined contribution retirement plans, the GapShare 401(k) Plan and the GapShare Puerto
Rico Plan (the “GapShare Plans”), which are available to employees who meet the eligibility requirements. The
GapShare Plans permit eligible employees to make contributions up to the maximum limits allowable under the
applicable Internal Revenue Codes. Under the GapShare Plans, we match, in cash, all or a portion of employees’
contributions under a predetermined formula. Our contributions vest immediately. Our matching contributions to
the GapShare Plans were $49 million, $49 million, and $46 million in fiscal 2023, 2022, and 2021, respectively.
We maintain the Gap, Inc. Deferred Compensation Plan, 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 within other long-term assets on the Consolidated Balance Sheets. As of
February 3, 2024 and January 28, 2023, the assets related to the DCP were $31 million and $34 million,
respectively. As of February 3, 2024 and January 28, 2023, the corresponding liabilities related to the DCP were
$31 million and $37 million, respectively, and were recorded within other long-term liabilities on the Consolidated
Balance Sheets. We match all or a portion of employees’ contributions under a predetermined formula. Plan
investments are elected by the participants, and investment returns are not guaranteed by the Company. Our
matching contributions to the DCP in fiscal 2023, 2022, and 2021 were not material.
70
Note 14. Earnings (Loss) per Share
Weighted-average number of shares used for earnings (loss) per share is as follows:
(shares in millions)
Weighted-average number of shares—basic
Common stock equivalents (1)
Weighted-average number of shares—diluted
__________
2023
Fiscal Year
2022
2021
370
6
376
367
—
367
376
7
383
(1) For fiscal 2022, the dilutive impact of outstanding options and awards was excluded from dilutive shares as a result of the Company’s
net loss for the period.
The anti-dilutive shares related to stock options and Stock Units excluded from the computation of weighted-
average number of shares—diluted were 6 million, 11 million, and 7 million for fiscal 2023, 2022, and 2021,
respectively, as their inclusion would have an anti-dilutive effect on earnings (loss) per share.
Note 15. 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 Consolidated Financial Statements
taken as a whole.
As a multinational company, we are subject to various 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 February 3,
2024, Actions filed against us included commercial, intellectual property, customer, employment, securities, and
data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or
injunctive relief, or both. Actions are in various procedural stages and some are covered in part by insurance. As
of February 3, 2024 and January 28, 2023, we recorded a liability for an estimated loss if the outcome of an Action
is expected to result in a loss that is considered probable and reasonably estimable. The liability recorded as of
February 3, 2024 and January 28, 2023 was not material for any individual Action or in total. Subsequent to
February 3, 2024 and through the filing date of March 19, 2024, no information has become available that
indicates a change is required that would be material to our Consolidated Financial Statements taken as a whole.
We cannot predict with assurance the outcome of Actions brought against us. Accordingly, developments,
settlements, or resolutions may occur and impact income 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
Consolidated Financial Statements taken as a whole.
71
Note 16. Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of
February 3, 2024, 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 our store and franchise channel and our online
channel, leveraging our omni-channel capabilities that allow customers to shop seamlessly across all of our
brands. We have determined that each of our operating segments share similar economic and other qualitative
characteristics, and therefore the results of our operating segments are aggregated into one reportable segment
as of February 3, 2024. We continually monitor and review our segment reporting structure in accordance with
authoritative guidance to determine whether any changes have occurred that would impact our reportable
segments.
Long-lived assets, excluding long-term deferred tax assets, by geographic location are as follows:
($ in millions)
U.S. (1)
Other regions
Total long-lived assets
__________
(1) U.S. includes the United States and Puerto Rico.
February 3,
2024
January 28,
2023
$
$
5,614 $
605
6,219 $
5,726
672
6,398
See Note 3 of Notes to Consolidated Financial Statements for disaggregation of revenue by channel and by brand
and region.
Note 17. Divestitures
On April 8, 2021 and May 21, 2021, we completed the divestitures of the Janie and Jack and Intermix brands,
respectively. As a result of these transactions, the Company recognized a pre-tax loss of $59 million within
operating expenses on the Consolidated Statement of Operations for fiscal 2021.
On October 1, 2021, we completed the transition of our Gap France operations to a third party, Hermione People
& Brands, to operate Gap France stores as a franchise partner. The impact upon divestiture was not material to
our results of operations for fiscal 2021.
On February 1, 2022, we completed the transition of our Gap Italy operations to a third party, OVS, to operate
Gap Italy stores as a franchise partner. On August 10, 2022, we completed the transition of our United Kingdom
and Ireland online operations to a franchise partner through a joint venture with Next Plc. The impacts upon
divestiture were not material to our results of operations for fiscal 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
Consolidated Statement of Operations during fiscal 2022.
We 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 within operating expenses on the Consolidated Statement of Operations during fiscal
2022.
72
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. As of January 28, 2023, the Company reclassified $142 million of
assets and $126 million of liabilities for Gap China as held for sale within other current assets and accrued
expenses and other current liabilities, respectively, on the Consolidated Balance Sheet. The aggregate carrying
amount of assets classified as held for sale primarily consists of $55 million of net operating lease assets,
$35 million of inventory, $26 million of fixed assets, and $20 million of other current assets. The aggregate
carrying amount of liabilities classified as held for sale primarily consists of $70 million of operating lease
liabilities, $33 million of accounts payable, and $19 million of accrued expenses and other current liabilities. We
measured the disposal group at its estimated fair value less costs to sell. On January 31, 2023, the Gap China
transaction closed with Baozun. The impact upon divestiture was not material to our results of operations for fiscal
2023. The Gap Taiwan operations will continue to operate as usual until regulatory approvals and closing
conditions are met.
Note 18. Supply Chain Finance Program
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.
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 Consolidated Balance Sheets. There
were no collateral amounts under the SCF program as of February 3, 2024. 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 $373 million and $316 million as of
February 3, 2024 and January 28, 2023, respectively, and were included in accounts payable on the Consolidated
Balance Sheets.
73
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
None.
Item 9A. 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 Exchange Act Rule 13a-15(e)) as of the end of the period covered by this
Annual Report on Form 10-K. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining an adequate system of internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an assessment of our
internal control over financial reporting based on the framework established by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control—Integrated Framework (released in 2013). Based
on the assessment, management concluded that as of February 3, 2024, our internal control over financial
reporting is effective. The Company’s internal control over financial reporting as of February 3, 2024 has been
audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which
is included in Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the fourth
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 monitored throughout fiscal 2023. See Note 4 of Notes to Consolidated
Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Form 10-
K for disclosures on the Plan.
Item 9B. Other Information.
During the 14 weeks ended February 3, 2024, 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 December 8, 2023, Horacio (Haio) Barbeito, President and CEO of Old Navy, adopted a trading plan intended
to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 164,417 shares of Gap Inc. common stock. This
figure includes an estimate of the number of shares to be acquired in the future under our ESPP; however, the
actual number of shares acquired through the ESPP may vary. Unless otherwise terminated pursuant to its terms,
the plan will terminate on December 6, 2024, or when all shares under the plan are sold.
On December 4, 2023, Mark Breitbard, President and CEO of Gap brand, adopted a trading plan intended to
satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 171,160 shares of Gap Inc. common stock. Unless
otherwise terminated pursuant to its terms, the plan will terminate on December 4, 2024, or when all shares under
the plan are sold.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
74
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated herein by reference to the sections entitled “Proposal No. 1—
Election of Directors—Nominees for Election as Directors,” “Proposal No. 1—Election of Directors—Director
Selection and Qualification,” “Corporate Governance—Board Committees—Audit and Finance Committee,”
"Corporate Governance—Insider Trading Policy and Restrictions on Hedging and Pledging" and "Beneficial
Ownership of Shares—Delinquent Section 16(a) Reports" in the 2024 Proxy Statement. See also “Information
about our Executive Officers” in Part I, Item 1 of this Form 10-K.
The Company has adopted a code of ethics, our Code of Business Conduct, which applies to all employees
including our principal executive officer, principal financial officer, controller, and persons performing similar
functions. Our Code of Business Conduct is available on our website, www.gapinc.com, under “Investors,
Corporate Compliance.” Any amendments and waivers to the Code will also be available on the website.
Item 11. Executive Compensation.
The information required by this item is incorporated herein by reference to the sections entitled “Compensation of
Directors,” “Corporate Governance—Board Committees—Compensation and Management Development
Committee—Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and
Analysis,” "Compensation Committee Report" and “Executive Compensation” in the 2024 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The information required by this item is incorporated herein by reference to the sections entitled “Equity
Compensation Plan Information” and “Beneficial Ownership of Shares—Beneficial Ownership Table” in the 2024
Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated herein by reference to the sections entitled "Proposal No. 1
—Election of Directors—Director Independence," “Corporate Governance—Policies and Procedures with Respect
to Related Party Transactions” and “Corporate Governance—Certain Relationships and Related Transactions” in
the 2024 Proxy Statement.
Item 14. Principal Accounting Fees and Services.
Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.
34) is incorporated herein by reference to the section entitled “Proposal No. 2—Ratification of Selection of
Independent Accountant—Principal Accounting Firm Fees” in the 2024 Proxy Statement.
75
Part IV
Item 15. Exhibits, Financial Statement Schedules.
1.
2.
3.
Exhibit
No.
3.1
3.2
3.3
4.1
4.2
4.3
4.4
10.1
10.2
10.3†
10.4†
10.5†
10.6†
10.7†
10.8†
Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Form 10-
K.
Financial Statement Schedules: Schedules are included in the Consolidated Financial Statements or
notes of this Form 10-K or are not required.
Exhibits: The exhibits listed in the below Exhibit Index are filed or incorporated by reference as part of this
Form 10-K.
Exhibit Index
Incorporated by Reference
Exhibit Description
Amended and Restated Certificate of Incorporation.
(P)
Certificate of Amendment of Amended and Restated
Certificate of Incorporation.
Amended and Restated Bylaws (effective August 15,
2022).
Indenture, dated as of September 27, 2021, by and
among the Registrant, the Guarantors party thereto
and U.S. Bank National Association as trustee,
registrar and paying agent.
Form of 3.625% Senior Note due 2029, included as
Exhibit A-1 to the Indenture.
Form of 3.875% Senior Note due 2031, included as
Exhibit A-2 to the Indenture.
Description of Registrant's securities registered
pursuant to Section 12 of the Securities Exchange Act
of 1934.
Fourth Amended and Restated Revolving Credit
Agreement dated as of July 13, 2022.
Credit Card Program Agreement, dated as of April 8,
2021, by and among the Registrant, Old Navy, LLC,
Banana Republic, LLC, Athleta LLC and Barclays
Bank Delaware.
Executive Management Incentive Compensation
Award Plan.
The Gap, Inc. Executive Deferred Compensation Plan
(January 1, 1999 Restatement).
Amendment to Executive Deferred Compensation
Plan - Freezing of Plan Effective December 31, 2005.
Amendment to Executive Deferred Compensation
Plan - Merging of Plan into the Supplemental Deferred
Compensation Plan.
Amendment to Executive Deferred Compensation
Plan - Suspension of Pending Merger into
Supplemental Deferred Compensation Plan.
Amendment to Executive Deferred Compensation
Plan - Merging of Plan into the Deferred
Compensation Plan.
Form
10-K
File No.
1-7562
Exhibit
3.1
Filing Date
April 26, 1993
10-K
1-7562
3.2
April 4, 2000
10-Q
1-7562
3.3
August 26, 2022
8-K
1-7562
4.1
September 28,
2021
8-K
8-K
1-7562
1-7562
4.2
4.3
September 28,
2021
September 28,
2021
Filed/
Furnished
Herewith
X
10-Q
1-7562
10.1
November 22, 2022
10-Q
1-7562
10.4
May 28, 2021
DEF 14A
1-7562
App. A
April 7, 2015
10-Q
1-7562
10.3
December 15, 1998
8-K
1-7562
10.1
November 8, 2005
10-K
1-7562
10.29
March 27, 2009
10-K
1-7562
10.30
March 27, 2009
10-Q
1-7562
10.1
December 8, 2009
10.9†
Deferred Compensation Plan, amended and restated
effective September 1, 2011.
10-Q
1-7562
10.1
December 7, 2011
76
10.10† Deferred Compensation Plan, amended and restated
10-K
1-7562
10.24
March 21, 2016
effective November 17, 2015.
10.11† Deferred Compensation Plan, amended and restated
10-Q
1-7562
10.2
June 3, 2016
effective March 24, 2016.
10.12† Deferred Compensation Plan, amended and restated
10-K
1-7562
10.12
March 14, 2023
effective January 1, 2023.
10.13† Supplemental Deferred Compensation Plan.
S-8
333-129986
4.1
November 29, 2005
10.14†
First Amendment to Supplemental Deferred
Compensation Plan.
10-K
1-7562
10.32
March 27, 2009
10.15† Second Amendment to Supplemental Deferred
10-K
1-7562
10.33
March 27, 2009
Compensation Plan - Merging of Executive Deferred
Compensation Plan into the Plan and Name Change
to Deferred Compensation Plan.
10.16†
Third Amendment to Supplemental Deferred
Compensation Plan - Suspension of Pending Merging
of Executive Deferred Compensation Plan into the
Plan and Name Change to Deferred Compensation
Plan.
10.17†
Fourth Amendment to Supplemental Deferred
Compensation Plan - Merging of Executive Deferred
Compensation Plan into the Plan and Name Change
to Deferred Compensation Plan.
10-K
1-7562
10.34
March 27, 2009
10-Q
1-7562
10.2
December 8, 2009
10.18†
2011 Long-Term Incentive Plan.
DEF 14A
1-7562
App. A
April 5, 2011
10.19† Amended and Restated 2011 Long-Term Incentive
8-K
1-7562
10.1
March 6, 2014
Plan (effective February 26, 2014).
10.20†
2016 Long-Term Incentive Plan.
DEF 14A
1-7562
App. A
April 5, 2016
10.21† Amended and Restated 2016 Long-Term Incentive
10-K
1-7562
10.30
March 20, 2018
Plan (effective February 22, 2017).
10.22† Amended and Restated 2016 Long Term-Incentive
DEF 14A
1-7562
App. A
April 9, 2019
Plan (effective May 21, 2019).
10.23† Amended and Restated 2016 Long-Term Incentive
DEF 14A
1-7562
App. B
March 30, 2021
Plan (effective May 11, 2021).
10.24† Amended and Restated 2016 Long-Term Incentive
DEF 14A
1-7562
App. A
March 29, 2023
Plan (effective May 9, 2023).
10.25†
Form of Non-Qualified Stock Option Agreement under
the 2011 Long-Term Incentive Plan.
10-K
1-7562
10.72
March 26, 2013
10.26†
Form of Non-Qualified Stock Option Agreement under
the 2011 Long-Term Incentive Plan.
10.27†
Form of Non-Qualified Stock Option Agreement under
the 2011 Long-Term Incentive Plan.
8-K
8-K
1-7562
10.2
March 6, 2014
1-7562
10.1
March 6, 2015
10.28†
Form of Non-Qualified Stock Option Agreement under
the 2011 Long-Term Incentive Plan.
10-K
1-7562
10.60
March 21, 2016
10.29†
Form of Non-Qualified Stock Option Agreement under
the 2016 Long-Term Incentive Plan.
10.30†
Form of Non-Qualified Stock Option Agreement under
the 2016 Long-Term Incentive Plan.
10.31†
Form of Non-Qualified Stock Option Agreement under
the 2016 Long-Term Incentive Plan.
10.32†
2020 Form of Non-Qualified Stock Option Agreement
under the 2016 Long-Term Incentive Plan.
10.33†
2021 Form of Non-Qualified Stock Option Agreement
under the 2016 Long-Term Incentive Plan.
10.34†
2022 Form of Non-Qualified Stock Option Agreement
under the 2016 Long-Term Incentive Plan.
1-7562
10.1
March 9, 2017
1-7562
10.1
March 16, 2018
1-7562
10.1
March 15, 2019
1-7562
10.1
March 13, 2020
1-7562
10.1
March 9, 2021
1-7562
10.1
March 11, 2022
8-K
8-K
8-K
8-K
8-K
8-K
77
10.35†
2023 Form of Non-Qualified Stock Option Agreement
under the 2016 Long-Term Incentive Plan.
10.36†
2020 Form of Performance Share Agreement under
the 2016 Long-Term Incentive Plan.
10.37†
2021 Form of Performance Share Agreement under
the 2016 Long-Term Incentive Plan.
10.38†
2022 Form of Performance Share Agreement under
the 2016 Long-Term Incentive Plan.
10.39†
2023 Form of Performance Share Agreement under
the 2016 Long-Term Incentive Plan.
10.40†
Form of Restricted Stock Unit Award Agreement
under the 2016 Long-Term Incentive Plan.
10.41†
2020 Form of Restricted Stock Unit Award Agreement
under the 2016 Long-Term Incentive Plan.
10.42†
2021 Form of Restricted Stock Unit Award Agreement
under the 2016 Long-Term Incentive Plan.
10.43†
2022 Form of Restricted Stock Unit Award Agreement
under the 2016 Long-Term Incentive Plan.
10.44†
2023 Form of Restricted Stock Unit Award Agreement
under the 2016 Long-Term Incentive Plan.
10.45†
10.46†
10.47†
10.48†
Form of Restricted Stock Unit Award Agreement
(Retention Version) under the 2016 Long-Term
Incentive Plan.
Form of Director Stock Unit Agreement and Stock Unit
Deferral Election Form under the 2011 Long-Term
Incentive Plan.
Form of Director Stock Unit Agreement and Stock Unit
Deferral Election Form under the 2016 Long-Term
Incentive Plan.
2020 Form of Director Stock Unit Agreement and
Stock Unit Deferral Election Form under the 2016
Long-Term Incentive Plan.
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
1-7562
10.1
March 10, 2023
1-7562
10.3
March 13, 2020
1-7562
10.3
March 9, 2021
1-7562
10.3
March 11, 2022
1-7562
10.3
March 10, 2023
1-7562
10.2
March 15, 2019
1-7562
10.2
March 13, 2020
1-7562
10.2
March 9, 2021
1-7562
10.2
March 11, 2022
1-7562
10.2
March 10, 2023
1-7562
10.4
March 16, 2018
10-Q
1-7562
10.10
June 8, 2011
8-K
1-7562
10.4
March 9, 2017
8-K
1-7562
10.4
March 13, 2020
10.49† Agreement with Mark Breitbard dated February 27,
10-Q
1-7562
10.1
August 25, 2017
2017 and confirmed on March 2, 2017.
10.50† Agreement for Post-Termination Benefits with Mark
10-Q
1-7562
10.2
June 5, 2017
Breitbard dated June 2, 2017.
10.51†
Letter Agreement dated March 5, 2020 by and
between Mark Breitbard and the Registrant.
10-K
1-7562
10.57
March 17, 2020
10.52† Amendment, dated November 23, 2020, to the Letter
10-Q
1-7562
10.4
November 25, 2020
Agreement dated March 5, 2020 by and between
Mark Breitbard and the Registrant.
10.53†
Letter Agreement dated March 6, 2020 by and
between Katrina O'Connell and the Registrant.
10-K
1-7562
10.74
March 17, 2020
10.54† Amendment, dated November 20, 2020, to the Letter
10-Q
1-7562
10.8
November 25, 2020
Agreement dated March 6, 2020 by and between
Katrina O’Connell and the Registrant.
10.55†
Letter Agreement dated August 1, 2022 by and
between Bob L. Martin and the Registrant.
8-K/A
1-7562
10.1
August 3, 2022
10.56† Amendment, dated August 17, 2023, to Letter
10-Q
1-7562
10.1
November 21, 2023
Agreement dated August 1, 2022 by and between Bob
L. Martin and the Registrant.
10.57†
Letter Agreement dated June 2, 2022 by and between
Horacio Barbeito and the Registrant.
10.58†
Letter Agreement dated July 21, 2023 by and between
Richard Dickson and the Registrant.
10-Q
1-7562
10.3
August 26, 2022
8-K
1-7562
10.1
July 26, 2023
10.59† Summary of Relocation Benefits for Richard Dickson.
10-Q
1-7562
10.6
August 25, 2023
78
10-Q
1-7562
10.9
June 9, 2020
10-Q
1-7562
10.5
August 26, 2022
8-K
1-7562
10.2
July 26, 2023
8-K
1-7562
10.3
July 26, 2023
8-K
1-7562
10.4
July 26, 2023
10.60†
Letter Agreement dated July 18, 2023 by and between
Chris Blakeslee and the Registrant.
10.61†
10.62†
10.63†
10.64†
10.65†
10.66†
10.67†
21
23
31.1
31.2
32.1
32.2
97
101
Form of Restricted Stock Unit Award Agreement with
Bob L. Martin under the 2016 Long-Term Incentive
Plan.
Form of Restricted Stock Unit Award Agreement with
Bob L. Martin under the 2016 Long-Term Incentive
Plan.
Form of Inducement Restricted Stock Unit Agreement
with Richard Dickson under the 2016 Long-Term
Incentive Plan.
Form of Make-Whole Restricted Stock Unit
Agreement with Richard Dickson under the 2016
Long-Term Incentive Plan.
Form of Make-Whole Performance Share Agreement
with Richard Dickson under the 2016 Long-Term
Incentive Plan.
Form of Make-Whole Restricted Stock Unit
Agreement with Chris Blakeslee under the 2016 Long-
Term Incentive Plan.
Form of Make-Whole Performance Share Agreement
with Chris Blakeslee under the 2016 Long-Term
Incentive Plan.
Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting
Firm.
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).
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).
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
2002.
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
2002.
Gap Inc. Executive Compensation Recoupment
Policy.
The following materials from The Gap, Inc.’s Annual
Report on Form 10-K for the year ended February 3,
2024, formatted in Inline XBRL (eXtensible Business
Reporting Language): (i) the Consolidated Balance
Sheets, (ii) the Consolidated Statements of
Operations, (iii) the Consolidated Statements of
Comprehensive Income (Loss), (iv) the Consolidated
Statements of Stockholders’ Equity, (v) the
Consolidated Statements of Cash Flows, and (vi)
Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (embedded within
the Inline XBRL document).
__________
Indicates management contract or compensatory plan or arrangement.
†
(P) This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.
79
X
X
X
X
X
X
X
X
X
X
X
X
Item 16. Form 10-K Summary
None.
80
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date: March 19, 2024
Date: March 19, 2024
THE GAP, INC.
By
By
/s/ RICHARD DICKSON
Richard Dickson
President, Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ KATRINA O'CONNELL
Katrina O'Connell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: March 19, 2024
Date: March 19, 2024
Date: March 19, 2024
Date: March 19, 2024
Date: March 19, 2024
Date: March 19, 2024
Date: March 19, 2024
Date March 19, 2024
Date: March 19, 2024
Date: March 19, 2024
Date: March 19, 2024
/s/ ELISABETH B. DONOHUE
Elisabeth B. Donohue, Director
/s/ ROBERT J. FISHER
Robert J. Fisher, Director
/s/ WILLIAM S. FISHER
William S. Fisher, Director
/s/ TRACY GARDNER
Tracy Gardner, Director
/s/ KATHRYN A. HALL
Kathryn A. Hall, Director
/s/ BOB L. MARTIN
Bob L. Martin, Director
/s/ AMY MILES
Amy Miles, Director
/s/ CHRIS O'NEILL
Chris O'Neill, Director
/s/ MAYO A. SHATTUCK III
Mayo A. Shattuck III, Director
/s/ TARIQ SHAUKAT
Tariq Shaukat, Director
/s/ SALAAM COLEMAN SMITH
Salaam Coleman Smith, Director
By
By
By
By
By
By
By
By
By
By
By
81
B O A R D O F
D I R E C T O R S
L E A D E R S H I P
T E A M
C O R P O R A T E A N D
S H A R E H O L D E R I N F O R M A T I O N
Richard Dickson
President and Chief Executive Officer, Gap Inc.
Katrina O’Connell
Chief Financial Officer, Gap Inc.
Haio Barbeito
President and Chief Executive Officer, Old Navy
Mark Breitbard
President and Chief Executive Officer, Gap Brand
Sandra Stangl
President and Chief Executive Officer, Banana
Republic
Chris Blakeslee
President and Chief Executive Officer, Athleta
Eric Chan
Chief Business and Strategy Officer, Gap Inc.
Amy Thompson
Chief People Officer, Gap Inc.
Julie Gruber
Chief Legal and Compliance Officer and Corporate
Secretary, Gap Inc.
Zac Posen
Creative Director, Gap Inc. and Chief Creative Officer,
Old Navy
Sally Gilligan
Chief Supply Chain and Transformation Officer,
Gap Inc.
Gurmeet Singh
Chief Digital and Technology Officer, Gap Inc.
Gap Inc. Investor Relations
Please see the Investors tab on www.gapinc.com
2 Folsom Street
San Francisco, CA 94105
415-427-0100
investor_relations@gap.com
Stock Exchange Listing
Trading Symbol “GPS” / New York Stock Exchange
Annual Shareholders’ Meeting
May 7, 2024, 10:00 a.m. Eastern Time
Via the Internet at www.
virtualshareholdermeeting.com/GAP2024
Independent Accountant
Deloitte & Touche LLP
San Francisco, CA
Registrar and Transfer Agent
(For registered shareholders)
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
Beneficial Shareholders
(Shares held by your broker in the name of the
brokerage house) should direct questions to your
broker.
Fiscal 2024 Earnings Release Dates
Please visit www.gapinc.com for up-to-date
information about earnings release dates. Live
audio of each quarterly earnings conference call
can be accessed through the Investors tab on
www.gapinc.com the day of the earnings release.
Replays are available for approximately 90 days
following the event.
Richard Dickson, 56
Director since 2022. President and Chief Executive
Officer of Gap Inc. Former President and Chief
Operating Officer of Mattel, Inc.
Elisabeth B. Donohue, 58 (*)
Director since 2021. Former Chief Executive Officer
of Publicis Spine and Global Brand President of
Starcom Worldwide. Director of NRG Energy, Inc.
Robert J. Fisher, 69 (+)
Director since 1990. Managing Director of Pisces, Inc.,
an investment group. Former interim Chief Executive
Officer and executive of Gap Inc.
William S. Fisher, 66
Director since 2009. Founder and Chief Executive
Officer of Manzanita Capital Limited, a private equity
fund. Executive Vice Chairman of Pisces, Inc., an
investment group. Former executive of Gap Inc.
Tracy Gardner, 60 (*)
Director since 2015. Principal of Tracy Gardner
Consultancy. Former Chief Executive Officer of Delia’s
Inc. Former executive of J. Crew Group, Inc.
Kathryn Hall, 66 (^)
Director since 2022. Founder and Co-Chair of Hall
Capital Partners, an SEC-registered investment
advisor. Founder and Co-Executive Chair of
Galvanize Climate Solutions, a mission-driven
investment platform.
Bob L. Martin, 75
Chair of the Board of Gap Inc. Former interim Chief
Executive Officer and Executive Board Chair of
Gap Inc. Director of Conn’s, Inc. Mr. Martin is not
standing for reelection at our 2024 annual meeting.
Amy Miles, 57 (^ +)
Director since 2020. Former Chair and Chief
Executive Officer of Regal Entertainment Group, a
global theater chain. Director of Norfolk Southern
Corporation and Amgen Inc.
Chris O’Neill, 51 (^)
Director since 2018. Managing Partner, Bobcaygeon
Capital, LLC. Former Chief Growth Officer of Xero
Limited, a technology company.
Mayo A. Shattuck III, 69 (+ ^)
Lead Independent Director since 2022, and director
since 2002. Former Chairman of Exelon Corporation,
an energy company. Director of Capital One Financial
Corporation and Hut 8 Corp.
Tariq Shaukat, 51 (^)
Director since 2023. Co-Chief Executive Officer of
SonarSource SA, an open source enterprise software
company. Former President of Bumble Inc. Director of
Public Storage.
Salaam Coleman Smith, 54 (*)
Director since 2021. Former Executive Vice President
at the Disney ABC Television Group and President of
Style Network at Comcast NBCUniversal. Director of
Pinterest, Inc.
(+) Governance and Sustainability Committee (*) Compensation and Management Development Committee (^) Audit and Finance Committee
Information on this page is as of March 27, 2024
GAPINC.COM