GAP INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
November 1, 2025
or
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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)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(
415
)
427-0100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☑
The number of shares of the registrant’s common stock outstanding as of November 18, 2025 was
371,921,740
.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “project,” and similar expressions also identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the following:
•
considering the impact of changes in U.S. trade policy and tariffs on the assumptions and estimates used when preparing our financial information;
•
the impact of recent accounting pronouncements;
•
the timing of revenue recognition of upfront payments related to our credit card program agreement;
•
the timing of recognition in income of unrealized gains and losses from designated cash flow hedges;
•
the impact of losses due to indemnification obligations on the Condensed Consolidated Financial Statements;
•
the outcome of proceedings, lawsuits, disputes, and claims, including the impact of such actions on the Condensed Consolidated Financial Statements and our financial results;
•
the Gap Taiwan operations;
•
our arrangements with third parties to operate stores and websites selling apparel and related products under our brand names;
•
maintaining and building upon financial and operational rigor, through an optimized cost structure and disciplined inventory management;
•
reinvigorating our brands to drive relevance and an engaging omni-channel experience;
•
strengthening and evolving our operating platform with a digital-first mindset to drive scale and efficiency;
•
energizing our culture by attracting and retaining strong talent;
•
continuing to integrate sustainability into business practices to support long-term growth;
•
the impact of higher tariff rates on our gross margins in future quarters;
•
continuing to monitor macroeconomic conditions and the impact of the current U.S. trade policy and higher tariff rates;
•
evaluating and pursuing mitigating actions;
•
the impact of macroeconomic factors on consumer behavior and continued uncertainty related to the macroeconomic environment;
•
our ability to supplement near-term liquidity, if necessary, with our ABL Facility (as defined below) or other available market instruments;
•
the impact of the seasonality of our operations, in addition to the impact of macroeconomic factors, on certain asset and liability accounts and cash inflows and outflows;
•
the ability of our current balances of cash, cash equivalents, and short-term investments, along with our cash flows from operations, our ABL Facility, and other available market instruments to support our future 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 I, Item 2 of this Form 10-Q below;
•
our dividend policy, including the potential timing and amounts of future dividends; and
•
the impact of changes in internal control over financial reporting.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following risks, any of which could have an adverse effect on our business, financial condition, results of operations, or reputation:
•
the overall global economic and geopolitical environment, uncertainties related to government fiscal, monetary, trade, and tax policies, and consumer spending patterns;
•
recent changes in U.S. trade policy and tariffs, and the risk of potential future changes or worsening trade tensions between the United States and other countries;
•
the risk that trade matters, including tariffs on goods imported from our sourcing countries, could further increase our costs, or reduce the supply of apparel available to us;
•
the risk that our enterprise risk management efforts will not be successful in mitigating the negative impact of tariffs;
•
the risk that our investments in customer, digital, omni-channel, and other strategic initiatives, including beauty, may not deliver the results we anticipate;
•
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 may be unable to manage our inventory and fulfillment operations effectively and the resulting impact on our sales and results of operations;
•
the risk that we fail to maintain, enhance and protect our brand image and reputation;
•
the risk that failures of, or updates or changes to, our digital and information technology systems, including our continued integration of data science and artificial intelligence, may disrupt our operations;
•
the risk that we do not successfully implement our marketing efforts, or that our talent partnerships expose us to reputational or other risks;
•
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 of U.S. or foreign labor strikes, work stoppages, boycotts, port congestion, and other disruptions to our sourcing operations;
•
the risk that our technology systems that support our e-commerce platform may not be effective or function properly;
•
the risks to our reputation or operations associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct;
•
the risk that we or our franchisees may be unsuccessful in identifying, negotiating, and securing new store locations and renewing, modifying, or terminating leases for existing store locations effectively;
•
the risk that our franchisees and licensees could impair the value of our brands;
•
the risk that our efforts to expand internationally may not be successful;
•
engaging in or seeking to engage in strategic transactions that are subject to various risks and uncertainties;
•
the risk of loss or theft of assets, including inventory shortage;
•
the risk of information 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;
•
reductions in income and cash flow from our credit card programs;
•
the risk of foreign currency exchange rate fluctuations;
•
the risk that our comparable sales and margins may experience fluctuations or that we may fail to meet financial market expectations;
•
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 covenants in our indebtedness agreements may restrict or limit our business;
•
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 environmental, social, and governance matters, and increased scrutiny of diversity, equity, and inclusion initiatives;
•
the adverse impacts of climate change on our business;
•
natural disasters, public health crises, political crises, 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 the assumptions and estimates used when preparing the Condensed Consolidated Financial Statements, including estimates and assumptions regarding inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, deferred revenue, and the impairment of long-lived assets, are inaccurate or may change, and the resulting impact on our results of operations;
•
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; and
•
the risk that the adoption of new accounting pronouncements will impact future results.
Additional information regarding factors that could cause results to differ can be found in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, our Quarterly Reports on Form 10-Q for the fiscal quarters ended May 3, 2025 and August 2, 2025, and our other filings with the U.S. Securities and Exchange Commission.
Future economic and industry trends that could potentially impact net sales and profitability are difficult to predict. These forward-looking statements are based on information as of November 25, 2025. We assume no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
We suggest that this document be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
WHERE YOU CAN FIND MORE INFORMATION
Investors and others should note that Gap Inc. announces material financial and operational information to its investors using its Investor Relations website, press releases, SEC filings, and public conference calls and webcasts. Gap Inc. and each of its brands also use LinkedIn and Instagram as a means of disclosing information about Gap Inc. and for complying with disclosure obligations under Regulation FD. The social media channels that Gap Inc. and its brands intend to use as a means of disclosing information described above may be updated from time to time as listed on Gap Inc.’s Investor Relations website. The information we post through these channels is not part of this Quarterly Report.
THE GAP, INC.
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
THE GAP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| ($ and shares in millions except par value) |
November 1,
2025 |
February 1,
2025 |
November 2,
2024 |
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| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ |
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$ |
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$ |
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| Short-term investments |
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| Merchandise inventory |
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| Other current assets |
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| Total current assets |
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Property and equipment, net of accumulated depreciation of $
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| Operating lease assets |
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| Other long-term assets |
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| Total assets | $ |
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$ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable | $ |
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$ |
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$ |
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| Accrued expenses and other current liabilities |
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| Current portion of operating lease liabilities |
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| Income taxes payable |
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| Total current liabilities |
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| Long-term liabilities: | |||||||||||||||||
| Long-term debt |
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| Long-term operating lease liabilities |
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| Other long-term liabilities |
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| Total long-term liabilities |
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Commitments and contingencies (see Note 9)
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| Stockholders’ equity: | |||||||||||||||||
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Common stock $
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Authorized
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| Additional paid-in capital |
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| Retained earnings |
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| Accumulated other comprehensive income |
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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$ |
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See Accompanying Notes to Condensed Consolidated Financial Statements
1
THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| ($ and shares in millions except per share amounts) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
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| Net sales | $ |
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$ |
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$ |
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$ |
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| Cost of goods sold and occupancy expenses |
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| Gross profit |
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| Operating expenses |
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| Operating income |
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| Interest expense |
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| Interest income |
(
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(
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(
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(
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Income before income taxes
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Income tax expense
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| Net income | $ |
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$ |
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$ |
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$ |
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| Weighted-average number of shares - basic |
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| Weighted-average number of shares - diluted |
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| Earnings per share - basic | $ |
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$ |
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$ |
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$ |
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| Earnings per share - diluted | $ |
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$ |
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$ |
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$ |
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See Accompanying Notes to Condensed Consolidated Financial Statements
2
THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
| Net income | $ |
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$ |
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$ |
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$ |
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| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
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Foreign currency translation and other, net of tax expense of $
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(
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(
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Change in fair value of derivative financial instruments, net of tax expense of $
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(
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Reclassification adjustment for gains on derivative financial instruments, net of tax expense of $
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(
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(
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(
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(
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| Other comprehensive income (loss), net of tax |
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(
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(
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| Comprehensive income | $ |
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$ |
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$ |
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$ |
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See Accompanying Notes to Condensed Consolidated Financial Statements
3
THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock |
Additional
Paid-in Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Income |
|||||||||||||||||||||||||||||||||||
| ($ and shares in millions except per share amounts) | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||
| Balance as of August 2, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Net income for the 13 weeks ended November 1, 2025 |
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| Other comprehensive income, net of tax |
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| Issuance of common stock related to stock options and employee stock purchase plans |
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| Issuance of common stock and withholding tax payments related to vesting of stock units |
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(
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(
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| Share-based compensation, net of forfeitures |
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Common stock dividends declared and paid ($
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(
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(
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| Balance as of November 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Balance as of August 3, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Net income for the 13 weeks ended November 2, 2024 |
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| Other comprehensive loss, net of tax |
(
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(
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| Issuance of common stock related to stock options and employee stock purchase plans |
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| Issuance of common stock and withholding tax payments related to vesting of stock units |
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(
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(
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| Share-based compensation, net of forfeitures |
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Common stock dividends declared and paid ($
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(
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(
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| Balance as of November 2, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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See Accompanying Notes to Condensed Consolidated Financial Statements
4
THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock |
Additional
Paid-in Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Income |
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| ($ and shares in millions except per share amounts) | Shares | Amount | Total | |||||||||||||||||||||||||||||||||||
| Balance as of February 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Net income for the 39 weeks ended November 1, 2025 |
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| Other comprehensive loss, net of tax |
(
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(
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| Repurchases and retirement of common stock |
(
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(
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(
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| Issuance of common stock related to stock options and employee stock purchase plans |
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| Issuance of common stock and withholding tax payments related to vesting of stock units |
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(
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(
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| Share-based compensation, net of forfeitures |
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Common stock dividends declared and paid ($
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(
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(
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| Balance as of November 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Balance as of February 3, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Net income for the 39 weeks ended November 2, 2024 |
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| Other comprehensive income, net of tax |
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| Issuance of common stock related to stock options and employee stock purchase plans |
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| Issuance of common stock and withholding tax payments related to vesting of stock units |
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(
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(
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| Share-based compensation, net of forfeitures |
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Common stock dividends declared and paid ($
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(
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(
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| Balance as of November 2, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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See Accompanying Notes to Condensed Consolidated Financial Statements
5
THE GAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| 39 Weeks Ended | |||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
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| Cash flows from operating activities: | |||||||||||
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Net income
|
$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities:
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| Depreciation and amortization |
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| Share-based compensation |
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| Non-cash and other items |
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(
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| Deferred income taxes |
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| Changes in operating assets and liabilities: | |||||||||||
| Merchandise inventory |
(
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(
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| Other current assets and other long-term assets |
(
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(
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| Accounts payable |
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| Accrued expenses and other current liabilities |
(
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| Income taxes payable, net of receivables and other tax-related items |
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| Other long-term liabilities |
(
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(
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| Operating lease assets and liabilities, net |
(
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(
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| Net cash provided by operating activities |
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| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment |
(
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(
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| Purchases of short-term investments |
(
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(
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| Proceeds from sales and maturities of short-term investments |
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| Net cash used for investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Proceeds from issuances under share-based compensation plans |
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| Withholding tax payments related to vesting of stock units |
(
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(
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| Repurchases of common stock |
(
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| Cash dividends paid |
(
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(
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Other
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(
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| Net cash used for financing activities |
(
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(
|
|||||||||
| 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 | $ |
|
$ |
|
|||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest during the period | $ |
|
$ |
|
|||||||
| Cash paid for income taxes during the period, net of refunds | $ |
|
$ |
|
|||||||
See Accompanying Notes to Condensed Consolidated Financial Statements
6
THE GAP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1.
Accounting Policies
Basis of Presentation
In the opinion of The Gap, Inc. (Gap Inc., the “Company,” “we,” and “our”) management, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments (except as otherwise disclosed) considered necessary to present fairly our financial position, results of operations, comprehensive income, stockholders' equity, and cash flows as of November 1, 2025 and November 2, 2024 and for all periods presented. The Condensed Consolidated Balance Sheet as of February 1, 2025 has been derived from our audited financial statements.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted from these interim financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. We suggest that you read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
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. Our most significant accounting judgments include, but are not limited to, estimates and assumptions used for inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, deferred revenue, and the impairment of long-lived assets.
The United States has recently enacted significant changes to its trade policy and imposed substantial tariffs on imported goods from a number of countries. We will continue to consider the impact of these developments on the assumptions and estimates used when preparing our quarterly financial statements.
Restricted Cash
As of November 1, 2025, February 1, 2025, and November 2, 2024, restricted cash primarily included consideration that serves as collateral for our insurance obligations and certain other obligations occurring in the normal course of business. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows:
| ($ in millions) |
November 1,
2025 |
February 1,
2025 |
November 2,
2024 |
||||||||||||||
| Cash and cash equivalents, per Condensed Consolidated Balance Sheets | $ |
|
$ |
|
$ |
|
|||||||||||
| Restricted cash included in other long-term assets |
|
|
|
||||||||||||||
| Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows | $ |
|
$ |
|
$ |
|
|||||||||||
Accounting Pronouncements
Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements and disclosures, based on current information.
ASU No. 2023-09, Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures. The ASU is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as income taxes paid disaggregated by jurisdiction. The ASU is effective for annual periods beginning after December 15, 2024 and should be applied on a prospective basis, but retrospective application is permitted. We are currently assessing the impact that this ASU will have on the Company's disclosures.
ASU No. 2024-03, Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. The ASU is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied on either a prospective or retrospective basis. We are currently assessing the impact that this ASU will have on the Company's disclosures.
ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The ASU is intended to clarify and modernize the accounting for costs related to internal-use software. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied using a prospective, retrospective, or modified transition approach. We are currently assessing the impact this guidance may have on our Consolidated Financial Statements and related disclosures.
Note 2.
Revenue
We disaggregate our net sales by channel and also by brand and region. Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise; the distribution center or store from which the products were shipped; or the region of the franchise or licensing partner.
Net sales disaggregated by channel are as follows:
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| ($ in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Store and franchise sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Online sales (1) |
|
|
|
|
|||||||||||||||||||
| Total net sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
__________
7
Net sales disaggregated by brand and region are as follows:
| ($ in millions) | Old Navy Global | Gap Global | Banana Republic Global | Athleta Global | Other (2) | Total | ||||||||||||||||||||||||||||||||
| 13 Weeks Ended November 1, 2025 | ||||||||||||||||||||||||||||||||||||||
| U.S. (1) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Canada |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Other regions |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| ($ in millions) | Old Navy Global | Gap Global | Banana Republic Global | Athleta Global | Other (2) | Total | ||||||||||||||||||||||||||||||||
| 13 Weeks Ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||
| U.S. (1) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Canada |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Other regions |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| ($ in millions) | Old Navy Global | Gap Global | Banana Republic Global | Athleta Global | Other (2) | Total | ||||||||||||||||||||||||||||||||
| 39 Weeks Ended November 1, 2025 | ||||||||||||||||||||||||||||||||||||||
| U.S. (1) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Canada |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Other regions |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| ($ in millions) | Old Navy Global | Gap Global | Banana Republic Global | Athleta Global | Other (2) | Total | ||||||||||||||||||||||||||||||||
| 39 Weeks Ended November 2, 2024 | ||||||||||||||||||||||||||||||||||||||
| U.S. (1) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Canada |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Other regions |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
(1)
U.S. includes the United States and Puerto Rico.
(2)
Primarily consists of net sales from revenue-generating strategic initiatives.
We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, licensing agreements, outstanding loyalty points, and reimbursements of loyalty program rewards associated with our credit card agreement. For the 13 weeks ended November 1, 2025, the opening balance of deferred revenue for these obligations was $
248
million, of which $
82
million was recognized as revenue during the period. For the 39 weeks ended November 1, 2025, the opening balance of deferred revenue for these obligations was $
273
million, of which $
157
million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $
241
million as of November 1, 2025.
For the 13 weeks ended November 2, 2024, the opening balance of deferred revenue for these obligations was $
280
million, of which $
95
million was recognized as revenue during the period. For the 39 weeks ended November 2, 2024, the opening balance of deferred revenue for these obligations was $
337
million, of which $
209
million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $
260
million as of November 2, 2024.
In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a long-term credit card program. The Company received an upfront payment of $
60
million related to the agreements prior to the program launch in May 2022, which is being recognized as revenue over the term of the agreements. We also receive revenue sharing from our credit card agreement for private label and co-branded credit cards.
8
Note 3.
Income Taxes
The effective income tax rate was
30.0
percent for the 13 weeks ended November 1, 2025, compared with
24.1
percent for the 13 weeks ended November 2, 2024. The increase in the effective tax rate is primarily due to the cumulative impact of a change in the Company’s estimated annual effective tax rate and changes in the amount and mix of jurisdictional earnings.
The effective income tax rate was
28.0
percent for the 39 weeks ended November 1, 2025, compared with
26.2
percent for the 39 weeks ended November 2, 2024. The increase in the effective tax rate is primarily due to changes in the amount and mix of jurisdictional earnings and less favorable impacts of stock-based compensation, partially offset by prior year increases to certain income tax reserves.
On July 4, 2025, the One Big Beautiful Bill Act of 2025 (the “OBBBA”) was enacted in the United States. The Company included the impact of the OBBBA tax legislation in the second quarter of fiscal 2025, the period of enactment, and the impact was not material to the Condensed Consolidated Financial Statements.
Note 4.
Debt and Credit Facilities
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
| ($ in millions) |
November 1,
2025 |
February 1,
2025 |
November 2,
2024 |
||||||||||||||
| 2029 Notes | $ |
|
$ |
|
$ |
|
|||||||||||
| 2031 Notes |
|
|
|
||||||||||||||
| Less: Unamortized debt issuance costs |
(
|
(
|
(
|
||||||||||||||
| Total long-term debt | $ |
|
$ |
|
$ |
|
|||||||||||
The scheduled maturity of the Senior Notes is as follows:
| Scheduled Maturity ($ in millions) | Principal | Interest Rate | Interest Payments | ||||||||||||||
| October 1, 2029 (1) | $ |
|
|
% |
|
||||||||||||
| October 1, 2031 (2) |
|
|
% |
|
|||||||||||||
| Total issuance | $ |
|
|||||||||||||||
(1)
On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
We have $
1.5
billion aggregate principal amount of
3.625
percent senior notes due 2029 (“2029 Notes”) and
3.875
percent senior notes due 2031 (“2031 Notes”) (the 2029 Notes and the 2031 Notes, collectively, the “Senior Notes”). As of November 1, 2025, the aggregate estimated fair value of the Senior Notes was $
1.39
billion and was based on the quoted market prices for each of the Senior Notes (level 1 inputs) as of the last business day of the fiscal quarter. The aggregate principal amount of the Senior Notes is recorded in long-term debt on the Condensed Consolidated Balance Sheets, net of the unamortized debt issuance costs.
We also have a senior secured asset-based revolving credit agreement (the "ABL Facility"), which has a $
2.2
billion borrowing capacity and generally bears interest at a per annum rate based on Secured Overnight Financing Rate ("SOFR") (subject to a zero floor) plus a margin, depending on borrowing base availability. The ABL Facility is scheduled to expire in July 2027 and is available for working capital, capital expenditures, and other general corporate purposes.
There were
no
borrowings under the ABL Facility as of November 1, 2025, February 1, 2025, or November 2, 2024.
Note 5.
Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques.
There were
no
material purchases, sales, issuances, or settlements related to recurring level 3 measurements for the 13 and 39 weeks ended November 1, 2025 or November 2, 2024.
9
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows:
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| ($ in millions) | November 1, 2025 |
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
|||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Short-term investments |
|
|
|
|
|||||||||||||||||||
| Derivative financial instruments |
|
|
|
|
|||||||||||||||||||
| Deferred compensation plan assets |
|
|
|
|
|||||||||||||||||||
| Other assets |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative financial instruments | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| ($ in millions) | February 1, 2025 |
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
|||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Short-term investments |
|
|
|
|
|||||||||||||||||||
| Derivative financial instruments |
|
|
|
|
|||||||||||||||||||
| Deferred compensation plan assets |
|
|
|
|
|||||||||||||||||||
| Other assets |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative financial instruments | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Fair Value Measurements at Reporting Date Using | |||||||||||||||||||||||
| ($ in millions) | November 2, 2024 |
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
|||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Short-term investments |
|
|
|
|
|||||||||||||||||||
| Derivative financial instruments |
|
|
|
|
|||||||||||||||||||
| Deferred compensation plan assets |
|
|
|
|
|||||||||||||||||||
| Other assets |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Derivative financial instruments | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
We have highly liquid fixed and variable income investments classified as cash equivalents and short-term investments. All highly liquid investments with original maturities of three months or less at the time of purchase are classified as cash and cash equivalents on the Condensed Consolidated Balance Sheets. Our cash equivalents are comprised of money market funds and time deposits recorded at amortized cost, which approximates fair value, as well as debt securities recorded at fair value using market prices for identical or similar assets. We also have highly liquid investments with original maturities of greater than three months and less than two years that are classified as short-term investments on the Condensed Consolidated Balance Sheets. These debt securities are also recorded at fair value using market prices for identical or similar assets.
There were
no
material realized or unrealized gains or losses or impairment charges related to short-term investments during the 13 and 39 weeks ended November 1, 2025 or November 2, 2024.
10
Derivative financial instruments primarily include foreign exchange forward contracts. See Note 6 of Notes to Condensed Consolidated Financial Statements for information regarding currencies hedged against the U.S. dollar.
We maintain the Gap Inc. Deferred Compensation Plan (“DCP”), which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee directors to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded in other long-term assets on the Condensed Consolidated Balance Sheets.
Nonfinancial Assets
We review the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of the long-lived assets is determined using level 3 inputs and based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the risk. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level.
There were
no
material impairment charges recorded for long-lived assets during the 13 and 39 weeks ended November 1, 2025 or November 2, 2024.
We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.
There were
no
impairment charges recorded for goodwill or other indefinite-lived intangible assets during the 13 and 39 weeks ended November 1, 2025 or November 2, 2024.
Note 6.
Derivative Financial Instruments
We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into with large, reputable financial institutions that are monitored for counterparty risk. The currencies hedged against changes in the U.S. dollar are the Canadian dollar, Japanese yen, British pound, New Taiwan dollar, and Euro. Cash flows from derivative financial instruments are classified as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows.
Derivative financial instruments are recorded at fair value on the Condensed Consolidated Balance Sheets as other current assets, other long-term assets, accrued expenses and other current liabilities, or other long-term liabilities.
Cash Flow Hedges
We designate foreign exchange forward contracts used to hedge forecasted merchandise purchases and related costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their local currencies as cash flow hedges. The foreign exchange forward contracts entered into to hedge forecasted merchandise purchases and related costs generally have terms of up to 24 months. The effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income (loss) and is recognized into net income during the period in which the underlying transaction impacts the Condensed Consolidated Statements of Operations.
Other Derivatives Not Designated as Hedging Instruments
We use foreign exchange forward contracts to hedge our market risk exposure associated with foreign currency exchange rate fluctuations for certain intercompany balances denominated in currencies other than the functional currency of the entity with the intercompany balance. The gain or loss on the derivative financial instruments that represent economic hedges, as well as the remeasurement impact of the underlying intercompany balances, is recorded in operating expenses on the Condensed Consolidated Statements of Operations in the same period and generally offset each other.
11
Outstanding Notional Amounts
We had foreign exchange forward contracts outstanding in the following notional amounts:
| ($ in millions) |
November 1,
2025 |
February 1,
2025 |
November 2,
2024 |
||||||||||||||
| 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) |
November 1,
2025 |
February 1,
2025 |
November 2,
2024 |
||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||
| Other current assets | $ |
|
$ |
|
$ |
|
|||||||||||
| Other long-term assets |
|
|
|
||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||
| Other current assets |
|
|
|
||||||||||||||
| Accrued expenses and other current liabilities |
|
|
|
||||||||||||||
| Total derivatives in an asset position | $ |
|
$ |
|
$ |
|
|||||||||||
| Total derivatives in a liability position | $ |
|
$ |
|
$ |
|
|||||||||||
The majority of the unrealized gains and losses from designated cash flow hedges as of November 1, 2025 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of November 1, 2025 shown above.
Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Condensed Consolidated Balance Sheets, and as such, the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements were
not
material for all periods presented.
See Note 5 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.
The pre-tax amounts recognized in net income related to derivative instruments are as follows:
|
Location and Amount of Gain
Recognized in Net Income |
|||||||||||||||||||||||
|
13 Weeks Ended
November 1, 2025 |
13 Weeks Ended
November 2, 2024 |
||||||||||||||||||||||
| ($ in millions) | Cost of goods sold and occupancy expenses | Operating expenses | Cost of goods sold and occupancy expenses | Operating expenses | |||||||||||||||||||
| Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Gain recognized in net income
|
|||||||||||||||||||||||
| Derivatives designated as cash flow hedges |
(
|
|
(
|
|
|||||||||||||||||||
| Derivatives not designated as hedging instruments |
|
(
|
|
(
|
|||||||||||||||||||
|
Total gain recognized in net income
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
12
|
Location and Amount of (Gain) Loss
Recognized in Net Income |
|||||||||||||||||||||||
|
39 Weeks Ended
November 1, 2025 |
39 Weeks Ended
November 2, 2024 |
||||||||||||||||||||||
| ($ in millions) | Cost of goods sold and occupancy expense | Operating expenses | Cost of goods sold and occupancy expense | Operating expenses | |||||||||||||||||||
| Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| (Gain) loss recognized in net income | |||||||||||||||||||||||
| Derivatives designated as cash flow hedges |
(
|
|
(
|
|
|||||||||||||||||||
| Derivatives not designated as hedging instruments |
|
|
|
(
|
|||||||||||||||||||
| Total (gain) loss recognized in net income | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||
Note 7.
Share Repurchases
Share repurchase activity is as follows:
|
|
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||
| ($ and shares in millions except average per share cost) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
| Number of shares repurchased (1) |
|
|
|
|
|||||||||||||||||||
| Total cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Average per share cost including commissions | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
__________
(1)
Excludes shares withheld to settle employee tax withholding payments related to the vesting of stock units.
In February 2019, the Company's Board of Directors (the "Board") approved a $
1.0
billion share repurchase authorization (the "February 2019 repurchase program"). The February 2019 repurchase program had $
249
million remaining as of November 1, 2025. All common stock repurchased is immediately retired.
Note 8.
Earnings Per Share
Weighted-average number of shares used for earnings per share is as follows:
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| (shares in millions) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
| Weighted-average number of shares - basic |
|
|
|
|
|||||||||||||||||||
|
Common stock equivalents
|
|
|
|
|
|||||||||||||||||||
| Weighted-average number of shares - diluted |
|
|
|
|
|||||||||||||||||||
13
Note 9.
Commitments and Contingencies
We are a party to a variety of contractual agreements under which we may be obligated to indemnify the other party for certain matters. These contracts primarily relate to our commercial contracts, operating leases, trademarks, intellectual property, financial agreements, and various other agreements. Under these contracts, we may provide certain routine indemnifications relating to representations and warranties (e.g., ownership of assets, environmental or tax indemnifications), or personal injury matters. The terms of these indemnifications range in duration and may not be explicitly defined. Generally, the maximum obligation under such indemnifications is not explicitly stated, and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our Condensed Consolidated Financial Statements taken as a whole.
As a multinational company, we are subject to various proceedings, lawsuits, disputes, and claims ("Actions") arising in the ordinary course of our business. Many of these Actions raise complex factual, tax, and legal issues and are subject to uncertainties. As of November 1, 2025, Actions filed against us included commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages and some are covered in part by insurance. As of November 1, 2025, February 1, 2025, and November 2, 2024, we recorded a liability for an estimated loss if the outcome of an Action is expected to result in a loss that is considered probable and reasonably estimable. The liability recorded was
not
material for any individual Action or in total for all periods presented. Subsequent to November 1, 2025, and through the filing date of this Quarterly Report on Form 10-Q, no information has become available that indicates a change is required that would be material to our Condensed Consolidated Financial Statements taken as a whole.
We cannot predict with assurance the outcome of Actions brought against us. However, we do not believe that the outcome of any current Action would have a material effect on our Condensed Consolidated Financial Statements taken as a whole.
Note 10.
Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of November 1, 2025, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each of our brands serves customer demand through our store and franchise channel and our online channel, leveraging our omni-channel capabilities that allow customers to shop seamlessly across all of our brands. Additionally, our products, suppliers, customers, methods of distribution, and regulatory environment are similar across our brands. We have determined that each of our operating segments share similar qualitative and economic characteristics, and therefore the results of our operating segments are aggregated into
one
reportable segment as of November 1, 2025. 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.
Gap Inc.’s chief operating decision maker ("CODM") is our President and Chief Executive Officer. The CODM reviews measures of segment profit or loss by comparing budgeted versus actual and forecasted results for purposes of assessing performance, allocating resources, and making decisions. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets in total.
The following table presents information for segment profit and significant expenses:
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
| ($ in millions) | November 1, 2025 | November 2, 2024 | November 1, 2025 | November 2, 2024 | |||||||||||||||||||
| Net sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Cost of goods sold |
|
|
|
|
|||||||||||||||||||
| Occupancy expenses (1) |
|
|
|
|
|||||||||||||||||||
| Operating expenses (2) |
|
|
|
|
|||||||||||||||||||
|
Operating income
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(1)
Occupancy expenses include lease and other occupancy related cost, depreciation, and amortization related to our store operations, distribution centers, information technology, and certain corporate functions.
(2)
Operating expenses primarily include payroll and benefits expenses, advertising expenses, information technology expenses and maintenance costs, and other administrative expenses.
See Note 2 of Notes to Condensed Consolidated Financial Statements for disaggregation of revenue by channel and by brand and region.
14
Note 11.
Divestitures
As previously disclosed, on November 7, 2022, we signed agreements to transition our Gap China and Gap Taiwan ("Gap Greater China") operations to a third party, Baozun Inc. ("Baozun"), to operate Gap Greater China stores and the in-market website as a franchise partner, subject to regulatory approvals and closing conditions. On January 31, 2023, the Gap China transaction closed with Baozun. On August 27, 2025, the parties reached a decision to not proceed with the transition of Gap's operations in Taiwan. The Gap Taiwan operations will continue to operate as usual.
Note 12.
Supply Chain Finance Program
Our voluntary supply chain finance ("SCF") program provides certain suppliers with the opportunity to sell their receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. We are not a party to the agreements between our suppliers and the financial institutions and our payment terms are not impacted by whether a supplier participates in the SCF program.
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
OUR BUSINESS
We are a house of iconic brands offering apparel, accessories, and personal care products for men, women, and children under the Old Navy, Gap, Banana Republic, and Athleta brands. Our products are available to customers both in stores and online, through Company-operated and franchise stores, websites, and third-party arrangements. We have Company-operated stores in the United States, Canada, Japan, and Taiwan. 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. The shopping experience is further enhanced by our omni-channel services, including buy online pick-up in store, order-in-store, and ship-from-store, as well as enhanced mobile-enabled experiences, which allow our customers to shop seamlessly across our brands and channels. Our brands have shared investments in supply chain and inventory management, which allows us to optimize efficiency and responsiveness in our operations. Most of the products sold under our brand names are designed by us and manufactured by independent sources globally.
OVERVIEW
Financial results for the third quarter of fiscal 2025 are as follows:
•
Net sales for the third quarter of fiscal 2025 increased 3 percent compared with the third quarter of fiscal 2024.
•
Store and franchise sales for the third quarter of fiscal 2025 increased 3 percent compared with the third quarter of fiscal 2024, and online sales for the third quarter of fiscal 2025 increased 2 percent compared with the third quarter of fiscal 2024.
•
Gross profit for the third quarter of fiscal 2025 was $1.67 billion compared with $1.64 billion for the third quarter of fiscal 2024. Gross margin for the third quarter of fiscal 2025 was 42.4 percent compared with 42.7 percent for the third quarter of fiscal 2024.
•
Operating income for the third quarter of fiscal 2025 was $334 million compared with $355 million for the third quarter of fiscal 2024.
•
The effective income tax rate for the third quarter of fiscal 2025 was 30.0 percent compared with 24.1 percent for the third quarter of fiscal 2024.
•
Net income for the third quarter of fiscal 2025 was $236 million compared with $274 million for the third quarter of fiscal 2024.
•
Diluted earnings per share was $0.62 for the third quarter of fiscal 2025 compared with $0.72 for the third quarter of fiscal 2024.
•
Merchandise inventory as of the third quarter of fiscal 2025 increased 5 percent compared with the third quarter of fiscal 2024.
We remain focused on the following strategic priorities while we continue to transform:
•
maintaining and building upon financial and operational rigor, through an optimized cost structure and disciplined inventory management;
•
reinvigorating our brands to drive relevance and an engaging omni-channel experience;
•
strengthening and evolving our operating platform with a digital-first mindset to drive scale and efficiency;
•
energizing our culture by attracting and retaining strong talent; and
•
continuing to integrate sustainability into business practices to support long-term growth.
Macroeconomic factors, including uncertainty surrounding global geopolitical instability, inflationary pressures, foreign currency fluctuations, and changes in interest rates, duties, tariffs, tax laws, and other restrictions as a result of government fiscal, monetary, trade, and tax policies, continue to create a complex and challenging retail environment. The United States has recently enacted significant changes to its trade policy and imposed substantial tariffs on imported goods from a number of countries. The ongoing impact of increased tariff rates and uncertainty surrounding changes in U.S. trade policy are contributing to overall macroeconomic volatility. The higher tariff rates increased cost of goods sold during the third quarter of fiscal 2025 and are expected to impact our gross margins in future quarters. The Company continues to monitor the impact of the current trade policy while we continue to pursue mitigating actions including adjustments to our sourcing, manufacturing, assortments, and pricing.
16
The macroeconomic environment has had and may continue to have an impact on consumer behavior, and we anticipate continued uncertainty related to the macroeconomic environment during fiscal 2025. We will continue to monitor macroeconomic conditions and evaluate mitigating actions. For additional information on risks related to macroeconomic conditions and our supply chain, see the section entitled “Risk Factors—Risks Related to Our Business Operations—Trade matters, including the impact of current or potential tariffs by the United States, may disrupt our supply chain and adversely affect our business, financial condition, and results of operations” in Part II, Item 1A of this Quarterly Report on Form 10-Q, and the section entitled “Risk Factors—Risks Related to Macroeconomic Conditions—Global economic conditions have and could continue to adversely affect our business, financial condition, and results of operations” in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025.
RESULTS OF OPERATIONS
Net Sales
See Note 2 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for net sales disaggregation.
Comparable Sales ("Comp Sales")
Comp Sales include the results of Company-operated stores and sales through our online channel. The calculation of Comp Sales excludes the results of our franchise and licensing business.
A store is included in the Comp Sales calculations when it has been open and operated by the Company for at least one year and the selling square footage has not changed by 15 percent or more within the past year. A store is included in the Comp Sales calculations on the first day it has comparable prior year sales. Stores in which the selling square footage has changed by 15 percent or more as a result of a remodel, expansion, or reduction are excluded from the Comp Sales calculations until the first day they have comparable prior year sales.
A store is considered non-comparable ("Non-comp") when it has been open and operated by the Company for less than one year or has changed its selling square footage by 15 percent or more within the past year.
A store is considered "Closed" if it is temporarily closed for three or more full consecutive days or it is permanently closed. When a temporarily closed store reopens, the store will be placed in the Comp/Non-comp status it was in prior to its closure. If a store was in Closed status for three or more days in the prior year, the store will be in Non-comp status for the same days the following year.
Current year foreign exchange rates are applied to both current year and prior year Comp Sales to achieve a consistent basis for comparison.
The percentage change in Comp Sales by global brand and for The Gap, Inc., as compared with the preceding year, is as follows:
| 13 Weeks Ended | 39 Weeks Ended | ||||||||||||||||||||||
|
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
||||||||||||||||||||
| Old Navy Global | 6 | % | — | % | 4 | % | 3 | % | |||||||||||||||
| Gap Global | 7 | % | 3 | % | 6 | % | 3 | % | |||||||||||||||
| Banana Republic Global | 4 | % | (1) | % | 3 | % | — | % | |||||||||||||||
| Athleta Global | (11) | % | 5 | % | (9) | % | 1 | % | |||||||||||||||
| The Gap, Inc. | 5 | % | 1 | % | 3 | % | 2 | % | |||||||||||||||
17
Store count, net openings/closings, and square footage for our stores are as follows:
| February 1, 2025 |
39 Weeks Ended
November 1, 2025 |
November 1, 2025 | |||||||||||||||||||||
|
Number of
Store Locations |
Net Number of Stores
Opened/(Closed)
|
Number of
Store Locations |
Square Footage
(in millions) |
||||||||||||||||||||
| Old Navy North America | 1,249 | (6) | 1,243 | 19.6 | |||||||||||||||||||
| Gap North America | 453 | 7 | 460 | 4.9 | |||||||||||||||||||
|
Gap Asia
|
122 | 3 | 125 | 1.1 | |||||||||||||||||||
| Banana Republic North America | 380 | (9) | 371 | 3.1 | |||||||||||||||||||
| Banana Republic Asia | 42 | — | 42 | 0.1 | |||||||||||||||||||
| Athleta North America | 260 | (4) | 256 | 1.0 | |||||||||||||||||||
| Company-operated stores total | 2,506 | (9) | 2,497 | 29.8 | |||||||||||||||||||
| February 3, 2024 |
39 Weeks Ended
November 2, 2024 |
November 2, 2024 | |||||||||||||||||||||
|
Number of
Store Locations |
Net Number of Stores
Opened/(Closed)
|
Number of
Store Locations |
Square Footage
(in millions) |
||||||||||||||||||||
|
Old Navy North America
|
1,243 | 12 | 1,255 | 19.9 | |||||||||||||||||||
| Gap North America | 472 | (11) | 461 | 4.9 | |||||||||||||||||||
|
Gap Asia
|
134 | (9) | 125 | 1.1 | |||||||||||||||||||
| Banana Republic North America | 400 | (7) | 393 | 3.3 | |||||||||||||||||||
| Banana Republic Asia | 43 | (3) | 40 | 0.1 | |||||||||||||||||||
| Athleta North America | 270 | — | 270 | 1.1 | |||||||||||||||||||
| Company-operated stores total | 2,562 | (18) | 2,544 | 30.4 | |||||||||||||||||||
Outlet and factory stores are reflected in each of the respective brands.
As of November 1, 2025 and November 2, 2024, the Company's franchise partners operated approximately 1,000 franchise stores.
18
Net Sales
Our net sales increased $113 million, or 3 percent, during the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024, and increased $193 million, or 2 percent, during the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024, driven primarily by an increase in Comp Sales across all brands except for Athleta Global.
Cost of Goods Sold and Occupancy Expenses
|
|
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
| Cost of goods sold and occupancy expenses | $ | 2,272 | $ | 2,194 | $ | 6,476 | $ | 6,322 | |||||||||||||||
| Gross profit | $ | 1,670 | $ | 1,635 | $ | 4,654 | $ | 4,615 | |||||||||||||||
|
Cost of goods sold and occupancy expenses as a percentage of net sales
|
57.6 | % | 57.3 | % | 58.2 | % | 57.8 | % | |||||||||||||||
| Gross margin | 42.4 | % | 42.7 | % | 41.8 | % | 42.2 | % | |||||||||||||||
Cost of goods sold and occupancy expenses increased 0.3 percentage points as a percentage of net sales in the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024.
•
Cost of goods sold increased 0.7 percentage points as a percentage of net sales in the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024, primarily driven by the impact of tariff costs, partially offset by less promotional activity at all brands except Athleta Global.
•
Occupancy expenses decreased 0.4 percentage points as a percentage of net sales in the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024, primarily driven by an increase in Comp Sales without a corresponding increase in occupancy expenses.
Cost of goods sold and occupancy expenses increased 0.4 percentage points as a percentage of net sales in the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024.
•
Cost of goods sold increased 0.8 percentage points as a percentage of net sales in the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024, primarily driven by the impact of tariff costs in the third quarter of fiscal 2025, partially offset by less promotional activity at all brands except Athleta Global.
•
Occupancy expenses decreased 0.4 percentage points as a percentage of net sales in the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024, primarily driven by an increase in online sales without a corresponding increase in occupancy expenses.
The ongoing impact of increased tariff rates and uncertainty surrounding changes in U.S. trade policy are contributing to overall macroeconomic volatility. The Company continues to monitor the impact of the higher tariff rates which have increased cost of goods sold in the third quarter of fiscal 2025 and are expected to impact our gross margins in future quarters.
19
Operating Expenses
|
|
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
| Operating expenses | $ | 1,336 | $ | 1,280 | $ | 3,768 | $ | 3,762 | |||||||||||||||
| Operating expenses as a percentage of net sales | 33.9 | % | 33.4 | % | 33.9 | % | 34.4 | % | |||||||||||||||
| Operating margin | 8.5 | % | 9.3 | % | 8.0 | % | 7.8 | % | |||||||||||||||
Operating expenses increased $56 million, or 0.5 percentage points as a percentage of net sales during the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024, primarily driven by an increase due to the timing of performance-based compensation and an increase in strategic investments.
Operating expenses increased $6 million, but decreased 0.5 percentage points as a percentage of net sales during the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024, primarily due to an increase in net sales while maintaining overall operating discipline.
Interest Expense
|
|
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
|
Interest expense
|
$ | 23 | $ | 23 | $ | 69 | $ | 68 | |||||||||||||||
Interest expense primarily includes interest on outstanding borrowings and obligations mainly related to our Senior Notes and tax-related interest expense.
Interest Income
|
|
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
|
Interest income
|
$ | (26) | $ | (29) | $ | (79) | $ | (80) | |||||||||||||||
Interest income decreased $3 million during the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024 primarily due to lower interest rates, partially offset by higher cash balances. Interest income was relatively flat during the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024.
Income Taxes
|
|
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
November 1,
2025 |
November 2,
2024 |
|||||||||||||||||||
|
Income tax expense
|
$ | 101 | $ | 87 | $ | 251 | $ | 227 | |||||||||||||||
| Effective tax rate | 30.0 | % | 24.1 | % | 28.0 | % | 26.2 | % | |||||||||||||||
The increase in the effective tax rate for the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024 is primarily due to the cumulative impact of a change in the Company's estimated annual effective tax rate and changes in the amount and mix of jurisdictional earnings.
The increase in the effective tax rate for the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024 is primarily due to changes in the amount and mix of jurisdictional earnings and less favorable impacts of stock-based compensation, partially offset by prior year increases to certain income tax reserves.
On July 4, 2025, the OBBBA was enacted in the United States. The Company included the impact of the OBBBA tax legislation in the second quarter of fiscal 2025, the period of enactment, and the impact was not material to the Condensed Consolidated Financial Statements.
20
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity include cash and cash equivalents, short-term investments, and our ABL Facility. As of November 1, 2025, we had cash and cash equivalents of $2.26 billion and short-term investments of $255 million. We hold our cash, cash equivalents, and short-term investments across a diversified set of reputable financial institutions and monitor the credit standing of those financial institutions. In addition, we are also able to supplement near-term liquidity, if necessary, with our ABL Facility or other available market instruments. There were no borrowings under the ABL Facility as of November 1, 2025. See Note 4 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on our debt and credit facilities.
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. In addition, we may have dividend payments and share repurchases. The seasonality of our operations, in addition to the impact of macroeconomic factors, 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. These macroeconomic factors include uncertainty surrounding global geopolitical instability, inflationary pressures, foreign currency fluctuations, and changes in interest rates, duties, tariffs, tax laws, and other restrictions as a result of government fiscal, monetary, trade, and tax policies.
We believe our existing balances of cash, cash equivalents, and short-term investments, along with our cash flows from operations, and instruments mentioned above, provide sufficient funds for our business operations as well as capital expenditures, dividends, share repurchases, 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 decreased $263 million during the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024, primarily due to the following:
•
a decrease of $133 million related to accounts payable primarily due to timing of payments for merchandise inventory during the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024; and
•
a decrease of $97 million related to accrued expenses and other current liabilities primarily due to higher payments for fiscal 2024 performance-based compensation made during the first three quarters of fiscal 2025 as well as a decrease in current performance-based compensation.
Cash Flows from Investing Activities
Net cash used for investing activities decreased $249 million during the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024, primarily due to $246 million fewer net purchases of short-term investments.
Cash Flows from Financing Activities
Net cash used for financing activities increased $165 million during the first three quarters of fiscal 2025 compared with the first three quarters of fiscal 2024, primarily due to $152 million in repurchases of common stock during the first three quarters of fiscal 2025 compared with no repurchases during the first three quarters of fiscal 2024.
21
Free Cash Flow
Free cash flow is a non-GAAP financial measure. We believe free cash flow is an important metric because it represents a measure of how much cash a company has available for discretionary and non-discretionary items after the deduction of capital expenditures. We require regular capital expenditures including technology investments as well as building and maintaining our stores and distribution centers. We use this metric internally, as we believe our sustained ability to generate free cash flow is an important driver of value creation. However, this non-GAAP financial measure is not intended to supersede or replace our GAAP results.
The following table reconciles free cash flow, a non-GAAP financial measure, from a GAAP financial measure.
| 39 Weeks Ended | |||||||||||
| ($ in millions) |
November 1,
2025 |
November 2,
2024 |
|||||||||
| Net cash provided by operating activities | $ | 607 | $ | 870 | |||||||
| Less: Purchases of property and equipment | (327) | (330) | |||||||||
| Free cash flow | $ | 280 | $ | 540 | |||||||
Dividend Policy
In determining whether and at what level to declare a dividend, our Board considers a number of factors including sustainability, operating performance, liquidity, and market conditions.
We paid a dividend of $0.165 per share during the third quarter of fiscal 2025. In November 2025, the Board authorized a dividend of $0.165 per share for the fourth quarter of fiscal 2025.
Share Repurchases
Certain information about the Company’s share repurchases is set forth in Note 7 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
Summary Disclosures about Contractual Cash Obligations and Commercial Commitments
There have been no material changes to our contractual obligations and commercial commitments as disclosed in our Annual Report on Form 10-K as of February 1, 2025, other than those which occur in the normal course of business. See Note 9 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on commitments and contingencies.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. See Note 1 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on accounting policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Our market risk profile as of February 1, 2025 is disclosed in our Annual Report on Form 10-K and has not significantly changed. See Notes 4, 5, and 6 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for disclosures on our debt and credit facilities, investments, and derivative financial instruments.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s third quarter of fiscal 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
22
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
As a multinational company, we are subject to various proceedings, lawsuits, disputes, and claims ("Actions") arising in the ordinary course of our business. Many of these Actions raise complex factual, tax, and legal issues and are subject to uncertainties. Actions filed against us from time to time include commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages, and some are covered in part by insurance.
We cannot predict with assurance the outcome of Actions brought against us. Accordingly, developments, settlements, or resolutions may occur and impact operations in the quarter of such development, settlement, or resolution. However, we do not believe that the outcome of any current Action would have a material effect on our financial results.
Item 1A. Risk Factors.
The following risk factor appearing in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2025, has been updated.
Risks Related to Our Business Operations
Trade matters, including the impact of current or potential tariffs by the United States, may disrupt our supply chain and adversely affect our business, financial condition, and results of operations.
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.
The United States has recently enacted significant changes to its trade policy and imposed or proposed imposing substantial tariffs on imported goods from a number of countries, which have increased our cost of goods sold and are expected to impact our gross margins in future quarters. Following recent trade announcements and negotiations, unless otherwise exempted or subject to a different rate, all imports into the United States are currently subject to a reciprocal tariff of at least 10 percent, and many of our sourcing countries are currently subject to significantly higher country-specific reciprocal tariffs, including Vietnam (currently 20 percent) and Indonesia (currently 19 percent). Imports to the United States from China are currently subject to an additional 10 percent special tariff. The United States has also imposed a 40 percent tariff on goods deemed to have been "transshipped" to avoid applicable reciprocal tariffs.
In fiscal 2024, approximately 27 percent and approximately 19 percent of our merchandise, by dollar value, was purchased from factories in Vietnam and Indonesia, respectively. In fiscal 2024, less than 10 percent of our merchandise, by dollar value, was purchased from factories in China.
There is currently significant uncertainty about the future relationship between the United States and many other countries with respect to tariffs and trade policies. The situation regarding U.S. tariffs and trade policies has been fluid and may continue to change. For example, it is possible that the United States may take additional trade actions with respect to goods deemed to have been "transshipped" or raw materials purchased from other countries, including China, by our suppliers. The risk of future changes may be particularly acute should trade tensions between the United States and other countries worsen, which could result in, among other things, increased tariffs and other trade restrictions, increased product costs, disruptions in the availability of goods, or a breakdown of international supply chains.
Through enterprise risk management, we continue to evaluate the impact of current and potential tariffs on our supply chain, costs, sales, and profitability, as well as our strategies to mitigate negative impacts. We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful in whole or in part. To the extent that our supply chain, costs, sales, or profitability are negatively impacted by these tariffs or other trade actions, or if there is an escalation of tariffs or other trade restrictions, our business, financial condition and results of operations may be adversely affected.
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, boycotts, or port congestion, 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. 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, financial condition and results of operations.
There have been no other material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, other than as updated in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2025.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In February 2019, the Board approved a $1.0 billion share repurchase authorization, which has no expiration date. There were no shares repurchased, excluding shares withheld to settle employee tax withholding payments related to the vesting of stock units, during the 13 weeks ended November 1, 2025. The February 2019 repurchase program had $249 million remaining as of November 1, 2025.
Item 5. Other Information.
During the 13 weeks ended November 1, 2025, none of our directors or Section 16 officers
adopted
, modified, or
terminated
a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date |
Filed/
Furnished Herewith |
||||||||||||||||||||||||||||||||
|
Restated Certificate of Incorporation
|
10-Q
|
1-7562
|
3.1
|
August 30, 2024 | ||||||||||||||||||||||||||||||||||
| Amended and Restated Bylaws (effective August 15, 2022) | 10-Q | 1-7562 | 3.3 | August 26, 2022 | ||||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002) | X | |||||||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002) | X | |||||||||||||||||||||||||||||||||||||
| Certification of the Chief Executive Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||||||||||||||||||||||||
| 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 | X | |||||||||||||||||||||||||||||||||||||
| 101 | The following materials from The Gap, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 1, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders' Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | X | ||||||||||||||||||||||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE GAP, INC. | |||||||||||
| Date: | November 25, 2025 | By | /s/ Richard Dickson | ||||||||
| Richard Dickson | |||||||||||
| President and Chief Executive Officer | |||||||||||
|
(Principal Executive Officer)
|
|||||||||||
| Date: | November 25, 2025 | By | /s/ Katrina O'Connell | ||||||||
| Katrina O'Connell | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
|
(Principal Financial and Accounting Officer)
|
|||||||||||
26
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1. Accounting PoliciesNote 2. RevenueNote 3. Income TaxesNote 4. Debt and Credit FacilitiesNote 5. Fair Value MeasurementsNote 6. Derivative Financial InstrumentsNote 7. Share RepurchasesNote 8. Earnings Per ShareNote 9. Commitments and ContingenciesNote 10. Segment InformationNote 11. DivestituresNote 12. Supply Chain Finance ProgramItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits