Used three times. Like new condition. One main zip pocket with mesh zip pocket inside, two mesh slip pockets, one large slip pocket and two bungees at top for blanket or wipes. One felt lined exterior zip pocket. Front zip pocket with key bungee, sunglasses pocket and a few other small pockets. Front button slip pocket with ID slot on interior of flap. One large side back pocket for laptop or changing pad. Padded back, top handle and straps. Two D-ring side hardware for baby toys, clips, messenger strap, stroller straps, etc. Side bottle pockets that are insulated, one insulated pocket on the top of bag. Machine washable, hang to dry. Comes with changing mat-is not padded.