Cover Page Document
Cover Page Document - USD ($) $ in Billions | 12 Months Ended | ||
Jan. 28, 2023 | Mar. 08, 2023 | Jul. 29, 2022 | |
Cover Page [Abstract] | |||
Document Transition Report | false | ||
Document Annual Report | true | ||
Title of 12(b) Security | Common Stock, $0.05 par value | ||
Entity Incorporation, State or Country Code | DE | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 28, 2023 | ||
Entity File Number | 1-7562 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Registrant Name | GAP, INC | ||
Entity Tax Identification Number | 94-1697231 | ||
Entity Address, Address Line One | Two Folsom Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94105 | ||
City Area Code | 415 | ||
Local Phone Number | 427-0100 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2 | ||
Entity Common Stock, Shares Outstanding | 366,211,735 | ||
Trading Symbol | GPS | ||
Security Exchange Name | NYSE | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Jan. 28, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Location | San Francisco, California |
Auditor Name | Deloitte & Touche LLP |
Document and Entity Information
Document and Entity Information $ in Billions | 12 Months Ended |
Jan. 28, 2023 | |
Document Information [Line Items] | |
Document Type | 10-K |
Amendment Flag | false |
Entity Emerging Growth Company | false |
Entity Small Business | false |
Entity Shell Company | false |
Document Period End Date | Jan. 28, 2023 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Trading Symbol | GPS |
Entity Registrant Name | GAP, INC |
Entity Central Index Key | 0000039911 |
Current Fiscal Year End Date | --01-28 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,215 | $ 877 |
Merchandise inventory | 2,389 | 3,018 |
Other current assets | 1,013 | 1,270 |
Total current assets | 4,617 | 5,165 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 4,837 | 5,071 |
Property and equipment, net of accumulated depreciation | 2,688 | 3,037 |
Operating lease assets | 3,173 | 3,675 |
Other long-term assets | 908 | 884 |
Total assets | 11,386 | 12,761 |
Current liabilities: | ||
Accounts payable | 1,320 | 1,951 |
Accrued expenses and other current liabilities | 1,219 | 1,367 |
Current portion of operating lease liabilities | 667 | 734 |
Income taxes payable | 50 | 25 |
Total current liabilities | 3,256 | 4,077 |
Long-term liabilities: | ||
Line of Credit Facility, Amount Outstanding | 350 | 0 |
Long-term debt | 1,486 | 1,484 |
Long-term operating lease liabilities | 3,517 | 4,033 |
Other long-term liabilities | 544 | 445 |
Total long-term liabilities | 5,897 | 5,962 |
Stockholders' equity: | ||
Common stock $0.05 par value, Authorized 2,300 shares for all periods presented | 18 | 19 |
Additional Paid in Capital | 27 | 43 |
Retained earnings | 2,140 | 2,622 |
Accumulated other comprehensive income | 48 | 38 |
Total stockholders' equity | 2,233 | 2,722 |
Total liabilities and stockholders' equity | $ 11,386 | $ 12,761 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, shares outstanding (in shares) | 366,000 | 371,000 |
Common stock, shares issued (in shares) | 366,000 | 371,000 |
Common stock, shares authorized (in shares) | 2,300,000 | 2,300,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jan. 28, 2023 | Jan. 29, 2022 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, shares authorized (in shares) | 2,300,000 | 2,300,000 |
Common stock, shares issued (in shares) | 366,000 | 371,000 |
Common stock, shares outstanding (in shares) | 366,000 | 371,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Net sales | $ 15,616,000,000 | $ 16,670,000,000 | $ 13,800,000,000 |
Cost of goods sold and occupancy expenses | 10,257,000,000 | 10,033,000,000 | 9,095,000,000 |
Gross profit | 5,359,000,000 | 6,637,000,000 | 4,705,000,000 |
Operating expenses | 5,428,000,000 | 5,827,000,000 | 5,567,000,000 |
Operating income (loss) | (69,000,000) | 810,000,000 | (862,000,000) |
Loss on extinguishment of debt | 0 | 325,000,000 | 58,000,000 |
Interest expense | 88,000,000 | 167,000,000 | 192,000,000 |
Interest income | (18,000,000) | (5,000,000) | (10,000,000) |
Income (loss) before income taxes | (139,000,000) | 323,000,000 | (1,102,000,000) |
Income tax expense (benefit) | 63,000,000 | 67,000,000 | (437,000,000) |
Net income (loss) | $ (202,000,000) | $ 256,000,000 | $ (665,000,000) |
Weighted-average number of shares—basic | 367 | 376 | 374 |
Weighted-average number of shares—diluted | 367 | 383 | 374 |
Earnings (loss) per share—basic | $ (0.55) | $ 0.68 | $ (1.78) |
Earnings (loss) per share—diluted | $ (0.55) | $ 0.67 | $ (1.78) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Net income (loss) | $ (202) | $ 256 | $ (665) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation | 14 | 9 | (17) |
Change in fair value of derivative financial instruments, net of tax expense (tax benefit) of $—, $—, and $(1) | 27 | 8 | (3) |
Reclassification adjustments on derivative financial instruments, net of (tax expense) tax benefit of $(2), $3, and $(2) | (31) | 12 | (11) |
Other comprehensive income (loss), net of tax | 10 | 29 | (31) |
Comprehensive income (loss) | $ (192) | $ 285 | $ (696) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Change in fair value of derivative financial instruments, net of tax (tax benefit) | $ 0 | $ 0 | $ (1) |
Reclassification adjustment for realized losses on derivative financial instruments, net of (tax) tax benefit | $ (2) | $ 3 | $ (2) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stock Options [Member] Common Stock | Stock Units [Member] Common Stock | ||
Balance at Feb. 01, 2020 | $ 3,316 | $ 19 | $ 0 | $ 3,257 | $ 40 | ||||
Balance (in shares) at Feb. 01, 2020 | 371 | ||||||||
Net Income (Loss) Attributable to Parent | (665) | (665) | |||||||
Other comprehensive income (loss), foreign currency transaction and translation adjustment, net of tax, unrealized | (17) | (17) | |||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | (3) | (3) | |||||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (11) | (11) | |||||||
Other Comprehensive Income (Loss), Net of Tax | (31) | ||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 0 | ||||||||
Number of shares repurchased (in shares) | 0 | ||||||||
Stock Issued During Period, Value, Other | $ 22 | $ 0 | 22 | ||||||
Stock Issued During Period, Shares, Other | 2 | 1 | |||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (9) | 0 | (9) | ||||||
Share-based compensation, net of estimated forfeitures | 72 | 72 | |||||||
Common stock cash dividends | (91) | (91) | [1] | ||||||
Balance at Jan. 30, 2021 | 2,614 | $ 19 | 85 | 2,501 | 9 | ||||
Balance (in shares) at Jan. 30, 2021 | 374 | ||||||||
Net Income (Loss) Attributable to Parent | 256 | 256 | |||||||
Other comprehensive income (loss), foreign currency transaction and translation adjustment, net of tax, unrealized | 9 | 9 | |||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 8 | 8 | |||||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 12 | 12 | |||||||
Other Comprehensive Income (Loss), Net of Tax | 29 | ||||||||
Treasury Stock, Value, Acquired, Cost Method | $ (201) | ||||||||
Number of shares repurchased (in shares) | [2] | (9) | |||||||
Stock Repurchased and Retired During Period, Value | $ (201) | $ 0 | (201) | ||||||
Stock Repurchased and Retired During Period, Shares | (9) | ||||||||
Stock Issued During Period, Value, Other | 54 | $ 0 | 54 | ||||||
Stock Issued During Period, Shares, Other | 3 | 3 | |||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (36) | 0 | (36) | ||||||
Share-based compensation, net of estimated forfeitures | 141 | 141 | |||||||
Common stock cash dividends | (135) | (135) | |||||||
Balance at Jan. 29, 2022 | $ 2,722 | $ 19 | 43 | 2,622 | 38 | ||||
Balance (in shares) at Jan. 29, 2022 | 371 | 371 | |||||||
Net Income (Loss) Attributable to Parent | $ (202) | ||||||||
Other comprehensive income (loss), foreign currency transaction and translation adjustment, net of tax, unrealized | 14 | 14 | |||||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 27 | 27 | |||||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (31) | (31) | |||||||
Other Comprehensive Income (Loss), Net of Tax | 10 | ||||||||
Treasury Stock, Value, Acquired, Cost Method | $ (123) | ||||||||
Number of shares repurchased (in shares) | [2] | (11) | |||||||
Stock Repurchased and Retired During Period, Value | $ (123) | $ (1) | (62) | (60) | |||||
Stock Repurchased and Retired During Period, Shares | (11) | ||||||||
Stock Issued During Period, Value, Other | 27 | $ 0 | 27 | ||||||
Stock Issued During Period, Shares, Other | 3 | 3 | |||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (20) | 0 | (20) | ||||||
Share-based compensation, net of estimated forfeitures | 39 | 39 | |||||||
Common stock cash dividends | (220) | (220) | |||||||
Balance at Jan. 28, 2023 | $ 2,233 | $ 18 | $ 27 | $ 2,140 | $ 48 | ||||
Balance (in shares) at Jan. 28, 2023 | 366 | 366 | |||||||
[1]On March 4, 2020, the Company declared a first quarter fiscal year 2020 dividend of $0.2425 per share. The dividend payable amount was estimated based upon the shareholders of record as of January 30, 2021. The dividend was paid on April 28, 2021 to shareholders of record at the close of business on April 7, 2021.[2]Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units. |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY CONSOLIDATED STATEMENTS OF STOCKHOLDERS" EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | ||
Statement of Stockholders' Equity [Abstract] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.60 | [1] | $ 0.36 | $ 0.2425 |
[1]On March 4, 2020, the Company declared a first quarter fiscal year 2020 dividend of $0.2425 per share. The dividend payable amount was estimated based upon the shareholders of record as of January 30, 2021. The dividend was paid on April 28, 2021 to shareholders of record at the close of business on April 7, 2021. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (202) | $ 256 | $ (665) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 540 | 504 | 507 |
Share-based compensation | 37 | 139 | 77 |
Impairment of operating lease assets | 33 | 8 | 391 |
Impairment of store assets | 18 | 1 | 135 |
Impairment of intangible asset | 0 | 0 | 31 |
Loss on extinguishment of debt | 0 | 325 | 58 |
Amortization of debt issuance costs | 6 | 14 | 12 |
Non-cash and other items | (16) | 31 | 0 |
Loss on divestiture activity | 35 | 59 | 0 |
Gain on sale of building | (83) | 0 | 0 |
Deferred income taxes | 42 | (61) | (137) |
Changes in operating assets and liabilities: | |||
Merchandise inventory | 554 | (593) | (305) |
Other current assets and other long-term assets | 161 | (42) | 64 |
Accounts payable | (540) | 186 | 564 |
Accrued expenses and other current liabilities | (243) | 172 | (14) |
Income taxes payable, net of receivables and other tax-related items | 417 | (85) | (304) |
Other long-term liabilities | (45) | (3) | 12 |
Operating lease assets and liabilities, net | (107) | (102) | (189) |
Net cash provided by operating activities | 607 | 809 | 237 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (685) | (694) | (392) |
Net proceeds from sale of buildings | 458 | 0 | 0 |
Purchases of short-term investments | 0 | (753) | (508) |
Proceeds from sales and maturities of short-term investments | 0 | 1,162 | 388 |
Payments for acquisition activity, net of cash acquired | 0 | (135) | 0 |
Net cash paid for divestiture activity | 0 | (21) | 0 |
Other | 0 | (5) | 2 |
Net cash used for investing activities | (227) | (446) | (510) |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 350 | 0 | 500 |
Payments for revolving credit facility | 0 | 0 | (500) |
Proceeds from issuance of long-term debt | 0 | 1,500 | 2,250 |
Payments to extinguish debt | 0 | (2,546) | (1,307) |
Payments for debt issuance costs | (6) | (16) | (61) |
Proceeds from issuances under share-based compensation plans | 27 | 54 | 22 |
Withholding tax payments related to vesting of stock units | (20) | (36) | (9) |
Repurchases of common stock | (123) | (201) | 0 |
Cash dividends paid | (220) | (226) | 0 |
Proceeds from (Payments for) Other Financing Activities | (2) | 0 | 0 |
Net cash provided by (used for) financing activities | 6 | (1,471) | 895 |
Effect of foreign exchange rate fluctuations on cash, cash equivalents, and restricted cash | (15) | (6) | 13 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 371 | (1,114) | 635 |
Cash, Cash Equivalents, and Restricted Cash at beginning of period | 902 | 2,016 | 1,381 |
Cash, Cash Equivalents, and Restricted Cash end of period | 1,273 | 902 | 2,016 |
Cash Flow Non Cash Investing Disclosure [Abstract] | |||
Purchases of property and equipment not yet paid at end of period | 55 | 124 | 60 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest during the period | 76 | 180 | 145 |
Cash paid for income taxes during the period, net of refunds | (388) | 215 | 20 |
Cash paid for operating lease liabilities | $ 942 | $ 1,061 | $ 1,096 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 28, 2023 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Organization The Gap, Inc., a Delaware corporation, is a collection of purpose-led, lifestyle brands offering apparel, accessories, and personal care products for men, women, and children. As of January 28, 2023, we had Company-operated stores in the United States, Canada, Japan, China, and Taiwan. Our products are available to customers online through Company-owned websites and through third party arrangements. We also have franchise agreements to operate Old Navy, Gap, Banana Republic, and Athleta stores and websites in about 40 countries around the world. In fiscal 2022, we signed agreements to transition our Gap Greater China operations to a third party, Baozun, to operate Gap Greater China stores and the in-market website as a franchise partner. On January 31, 2023, the Gap China transaction closed with Baozun. The Gap Taiwan operations will continue to operate as usual until regulatory approvals and closing conditions are met. Principles of Consolidation The Consolidated Financial Statements include the accounts of The Gap, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Fiscal Year and Presentation Our fiscal year is a 52-week or 53-week period ending on the Saturday closest to January 31. The fiscal years ended January 28, 2023 (fiscal 2022), January 29, 2022 (fiscal 2021), and January 30, 2021 (fiscal 2020) consisted of 52 weeks. The fiscal year ending February 3, 2024 (fiscal 2023) will consist of 53 weeks. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Additionally, these estimates and assumptions may change as a result of the impact of global economic conditions such as the uncertainty regarding global inflationary pressures, the COVID-19 pandemic, and the Russia-Ukraine crisis. We will continue to consider the impact of the global economic conditions on the assumptions and estimates used when preparing these Consolidated Financial Statements. Examples include, but are not limited to, assumptions and estimates used for inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, and the impairment of long-lived assets. If the global economic conditions worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company's results of operations and financial position. Cash and Cash Equivalents Cash includes funds deposited in banks and amounts in transit from banks for customer credit card and debit card transactions that process in less than seven days. All highly liquid investments with original maturities of three months or less at the time of purchase are classified as cash equivalents. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Our cash equivalents are placed primarily in time deposits. Income related to these securities is recorded within interest income on the Consolidated Statements of Operations. Restricted Cash Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash is related to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included within other long-term assets on our Consolidated Balance Sheets. Otherwise, restricted cash is included within other current assets on our Consolidated Balance Sheets. As of January 28, 2023, January 29, 2022, and January 30, 2021, restricted cash primarily includes consideration that serves as collateral for certain obligations occurring in the normal course of business and our insurance obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on our Consolidated Balance Sheets to the total shown on our Consolidated Statements of Cash Flows: ($ in millions) January 28, January 29, January 30, Cash and cash equivalents $ 1,215 $ 877 $ 1,988 Restricted cash included in other current assets 32 — 4 Restricted cash included in other long-term assets 26 25 24 Total cash, cash equivalents, and restricted cash shown on the Consolidated Statement of Cash Flows $ 1,273 $ 902 $ 2,016 Merchandise Inventory We value inventory at the LCNRV, with cost determined using the weighted-average cost method. We record an adjustment to inventory when future estimated selling price is less than cost. We review our inventory levels in order to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes or colors) and we primarily use promotions and markdowns to clear merchandise. In addition, we estimate and accrue shortage for the period between the last physical count and the balance sheet date. Property and Equipment Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: Category Term Leasehold improvements Shorter of remaining lease term or economic life, up to 15 years Furniture and equipment Up to 10 years Software Up to 7 years Buildings and building improvements Up to 39 years When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts, with any resulting gain or loss recorded within operating expenses on the Consolidated Statements of Operations. Costs of maintenance and repairs are expensed as incurred. Costs incurred to implement cloud computing arrangements hosted by third party vendors are capitalized when incurred during the application development phase and amortized on a straight-line basis over the contractual term of the cloud computing arrangement. Capitalized amounts related to such arrangements are recorded within other current assets and other long-term assets on our Consolidated Balance Sheets and were not material for fiscal 2022, 2021, or 2020. Leases We determine if a long-term contractual obligation is a lease at inception. The majority of our operating leases relate to Company stores. We also lease some of our corporate facilities and distribution centers. These operating leases expire at various dates through fiscal 2048. Most store leases have a five-year base period and include options that allow us to extend the lease term beyond the initial base period, subject to terms agreed upon at lease inception. Some leases also include early termination options, which can be exercised under specific conditions. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We record our lease liabilities at the present value of the lease payments not yet paid, discounted at the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term. As the Company's leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We recognize operating lease cost over the estimated term of the lease, which includes options to extend lease terms that are reasonably certain of being exercised, starting when possession of the property is taken from the landlord, which normally includes a construction period prior to the store opening. When a lease contains a predetermined fixed escalation of the fixed rent, we recognize the related operating lease cost on a straight-line basis over the lease term. In addition, certain of our lease agreements include variable lease payments, such as payments based on a percentage of sales that are in excess of a predetermined level and/or increases based on a change in the consumer price index or fair market value. These variable lease payments are excluded from minimum lease payments and are included in the determination of net lease cost when it is probable that the expense has been incurred and the amount can be reasonably estimated. If an operating lease asset is impaired, the remaining operating lease asset will be amortized on a straight-line basis over the remaining lease term. See Note 12 of Notes to Consolidated Financial Statements for related disclosures. Revenue Recognition The Company’s revenues primarily include merchandise sales at stores, online, and through franchise and licensing agreements. We also receive revenue sharing from our credit card agreement for private label and co-branded credit cards, and breakage revenue related to our gift cards, credit vouchers, and outstanding loyalty points, which are realized based upon historical redemption patterns. For online sales, the Company has elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. We also record an allowance for estimated merchandise returns based on our historical return patterns and various other assumptions that management believes to be reasonable, which is presented on a gross basis on our Consolidated Balance Sheets. Revenues are presented net of any taxes collected from customers and remitted to governmental authorities. We have credit card agreements with third parties to provide our customers with private label credit cards and co-branded credit cards (collectively, the “Credit Card programs"). Each private label credit card bears the logo of Gap, Banana Republic, Old Navy, or Athleta and can be used at any of our U.S. store locations and online. The current co-branded credit card is a MasterCard credit card bearing the logo of Gap, Banana Republic, Old Navy, or Athleta and can be used everywhere MasterCard credit cards are accepted. The Credit Card programs are a part of Gap Inc.’s loyalty program where members enjoy incentives in the form of rewards which can be redeemed across all of our purpose-led brands. During fiscal 2022, the Company launched a new long-term credit card program with Barclays that replaced our prior credit card program with Synchrony Financial. Barclays, a third-party financial institution, is the sole owner of the accounts and underwrites the credit issued under the Credit Card programs. Our agreement with Barclays provides for certain payments to be made to us, including a share of revenue from the performance of the credit card portfolios and reimbursements of loyalty program discounts. We have identified separate performance obligations related to our credit card agreement that includes both providing a license and an obligation to redeem loyalty points issued under the loyalty rewards program. Our obligation to provide a license is satisfied when the subsequent sale or usage occurs and our obligation to redeem loyalty points is deferred until those loyalty points are redeemed. Income related to our credit card agreement is classified within net sales on our Consolidated Statements of Operations. In conjunction with entering into our agreement with Barclays, the Company also entered into a corresponding agreement with MasterCard for co-branded cards that replaced our prior agreement with Visa. We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, credit vouchers, outstanding loyalty points, and reimbursements of loyalty program discounts associated with our credit card agreement. We also have franchise agreements to operate Old Navy, Gap, Banana Republic, and Athleta in a number of countries throughout Asia, Europe, Latin America, the Middle East, and Africa. Under these agreements, third parties operate, or will operate, stores and websites that sell apparel and related products under our brand names. We have identified separate performance obligations related to our franchise agreements that include both providing our franchise partners with a license and an obligation to supply franchise partners with our merchandise. Our obligation to provide a license is satisfied when the subsequent sale or usage occurs and our obligation to supply franchise partners with our merchandise is satisfied when control of the merchandise transfers. See Note 3 of Notes to Consolidated Financial Statements for related disclosures. Classification of Expenses Cost of goods sold and occupancy expenses include the following: • the cost of merchandise; • inventory shortage and valuation adjustments; • freight charges; • online shipping and packaging costs; • cost associated with our sourcing operations, including payroll, benefits, and other administrative expenses; • lease and other occupancy related cost, depreciation, and amortization related to our store operations, distribution centers, information technology, and certain corporate functions; and • gains and losses associated with foreign currency derivative contracts used to hedge forecasted merchandise purchases and related costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their local currencies. Operating expenses include the following: • payroll, benefits, and other administrative expenses for our store operations, field management, and distribution centers; • payroll, benefits, and other administrative expenses for our corporate functions, including product design and development; • marketing; • information technology expenses and maintenance costs; • lease and other occupancy related cost, depreciation, and amortization for our corporate facilities; • research and development expenses; • gains and losses associated with foreign currency derivative contracts not designated as hedging instruments; • third party credit card processing fees; and • other expenses (income). Payroll, benefits, and other administrative expenses for our distribution centers recorded within operating expenses were $386 million, $379 million, and $358 million in fiscal 2022, 2021, and 2020, respectively. Research and development costs described in Accounting Standards Codification ("ASC") No. 730 are expensed as incurred. These costs primarily consist of payroll and related benefits attributable to time spent on research and development activities for new innovative products and technological improvements for existing products and process innovation. Research and development expenses recorded within operating expenses under ASC 730 were $46 million, $41 million, and $46 million in fiscal 2022, 2021, and 2020, respectively. The classification of expenses varies across the apparel retail industry. Accordingly, our cost of goods sold and occupancy expenses and operating expenses may not be comparable to those of other companies. Impairment of Long-Lived Assets We review the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events that result in an impairment review include a significant decrease in the operating performance of the long-lived asset, the decision to close a store, corporate facility, or distribution center or adverse changes in business climate. Long-lived assets are considered impaired if the carrying amount exceeds the estimated undiscounted future cash flows of the asset or asset group over the estimated remaining lease term. 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 and flagship stores is generally at the store level. The asset group is comprised of both property and equipment and operating lease assets. For impaired assets, we recognize a loss equal to the difference between the carrying amount of the asset or asset group and its estimated fair value, which is recorded within operating expenses on the Consolidated Statements of Operations. The estimated fair value of the asset or asset group is based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. For operating lease assets, the Company determines the estimated fair value of the assets by discounting the estimated market rental rates using available valuation techniques. See Note 8 of Notes to Consolidated Financial Statements for related disclosures. Impairment of Goodwill and Intangible Assets We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually in the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. If goodwill is considered impaired, we recognize a loss equal to the difference between the carrying amount and the estimated fair value of the reporting unit. A trade name is considered impaired if the carrying amount exceeds its estimated fair value. If a trade name is considered impaired, we recognize a loss equal to the difference between the carrying amount and the estimated fair value of the trade name. The fair value of a trade name is determined using the relief from royalty method, which requires management to make assumptions and to apply judgment, including forecasting future sales, and selecting appropriate discount rates and royalty rates. Goodwill and other indefinite-lived intangible assets, including the trade names, are recorded within other long-term assets on the Consolidated Balance Sheets. See Note 6 of Notes to Consolidated Financial Statements for related disclosures. Advertising Costs associated with the production of advertising, such as writing, copy, printing, and other costs, are expensed as incurred. Costs associated with communicating advertising that has been produced, such as television and magazine costs, are expensed when the advertising event takes place. Advertising expense was $1,039 million, $1,115 million, and $816 million in fiscal 2022, 2021, and 2020, respectively, and is recorded within operating expenses on the Consolidated Statements of Operations. Share-Based Compensation Share-based compensation expense for stock options and other stock awards is determined based on the grant-date fair value. We use the Black-Scholes-Merton option-pricing model to determine the fair value of stock options, which requires the input of subjective assumptions regarding the expected term, expected volatility, dividend yield, and risk-free interest rate. For units granted whereby one share of common stock is issued for each unit as the unit vests (“Stock Units”), the fair value is determined either based on the Company’s stock price on the date of grant less future expected dividends during the vesting period or a Monte Carlo method for certain Stock Units granted with a market condition. For stock options and Stock Units, we recognize share-based compensation cost over the vesting period. We account for forfeitures as they occur. Share-based compensation expense is recorded primarily within operating expenses on the Consolidated Statements of Operations. See Note 11 of Notes to Consolidated Financial Statements for related disclosures. Foreign Currency Our international subsidiaries primarily use local currencies as their functional currency and translate their assets and liabilities at the current rate of exchange in effect at the balance sheet date. Revenue and expenses from their operations are translated using rates that approximate those in effect during the period in which the transactions occur. The resulting gains and losses from translation are recorded on the Consolidated Statements of Comprehensive Income (Loss) and in accumulated OCI on the Consolidated Statements of Stockholders’ Equity. Transaction gains and losses resulting from intercompany balances of a long-term investment nature are also classified as accumulated OCI. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are recorded within operating expenses on the Consolidated Statements of Operations. The aggregate transaction gains and losses recorded within operating expenses on the Consolidated Statements of Operations are as follows: Fiscal Year ($ in millions) 2022 2021 2020 Foreign currency transaction gain (loss) $ (59) $ (18) $ 23 Realized and unrealized gain (loss) from certain derivative financial instruments 57 18 (15) Net foreign exchange gain (loss) $ (2) $ — $ 8 Income Taxes Deferred income taxes are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts on the Consolidated Financial Statements. A valuation allowance is established against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our income tax expense includes changes in our estimated liability for exposures associated with our various tax filing positions. At any point in time, many tax years are subject to or in the process of being audited by various taxing authorities. To the extent our estimates of settlements change or the final tax outcome of these matters is different from the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made. The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties related to unrecognized tax benefits in operating expenses on the Consolidated Statements of Operations. The Company has made an accounting policy election to treat taxes due on the global intangible low-taxed income (“GILTI”) of foreign subsidiaries as a current period expense. Earnings per Share Basic earnings per share is computed as net income (loss) divided by basic weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed as net income divided by diluted weighted-average number of common shares outstanding for the period including common stock equivalents. During periods of net loss, the dilutive impact of outstanding options and awards is excluded from dilutive shares. Common stock equivalents consist of shares subject to share-based awards with exercise prices less than the average market price of our common stock for the period, to the extent their inclusion would be dilutive. Stock options, stock warrants, and other stock awards that contain performance conditions are not included in the calculation of common stock equivalents until such performance conditions have been achieved. See Note 14 of Notes to Consolidated Financial Statements for related disclosures. Recent Accounting Pronouncements Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Consolidated Financial Statements and disclosures, based on current information. In April 2020, the Financial Accounting Standards Board ("FASB") provided guidance on accounting for rent concessions resulting from the COVID-19 pandemic. We considered the FASB's guidance regarding lease modifications as a result of the effects of the COVID-19 pandemic and elected to apply the temporary practical expedient to account for lease changes as variable rent unless an amendment results in a substantial change in the Company's lease obligations. The impact of applying the temporary practical expedient was not material to our Consolidated Financial Statements. ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations In September 2022, the FASB issued accounting standards update ("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the transparency of the use of supplier finance programs by requiring additional disclosures about the program’s nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. The ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. We are reviewing our supplier finance agreements to determine the impact to disclosures in our Consolidated Financial Statements. |
Additional Financial Statement
Additional Financial Statement Information | 12 Months Ended |
Jan. 28, 2023 | |
Additional Financial Statement Information [Abstract] | |
Additional Financial Information Disclosure [Text Block] | Additional Financial Statement Information Cash and Cash Equivalents Cash and cash equivalents consist of the following: ($ in millions) January 28, January 29, Cash (1) $ 1,200 $ 850 Time deposits and bank certificates of deposit 15 27 Cash and cash equivalents $ 1,215 $ 877 __________ (1) Cash includes $60 million and $64 million of amounts in transit from banks for customer credit card and debit card transactions as of January 28, 2023 and January 29, 2022, respectively. Other Current Assets Other current assets consist of the following: ($ in millions) January 28, January 29, Accounts receivable $ 340 $ 399 Assets held for sale (1) 172 49 Prepaid income taxes and income taxes receivable (2) 150 491 Prepaid minimum rent and occupancy expenses 106 110 Right of return asset 46 49 Derivative financial instruments 11 16 Other 188 156 Other current assets $ 1,013 $ 1,270 __________ (1) The Company reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. See Notes 17 and 18 of Notes to Consolidated Financial Statements for related disclosures. (2) The decrease is primarily due to receipt of tax refunds during fiscal 2022 related to fiscal 2020 net operating loss carryback claims. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and consist of the following: ($ in millions) January 28, January 29, Furniture and equipment $ 2,833 $ 2,789 Leasehold improvements 2,270 2,487 Software 1,142 1,072 Land, buildings, and building improvements 1,103 1,416 Construction-in-progress 177 344 Property and equipment, at cost 7,525 8,108 Less: Accumulated depreciation (4,837) (5,071) Property and equipment, net of accumulated depreciation $ 2,688 $ 3,037 Depreciation expense for property and equipment was $531 million, $502 million, and $505 million for fiscal 2022, 2021, and 2020, respectively. Interest of $7 million, $7 million, and $9 million related to assets under construction was capitalized in fiscal 2022, 2021, and 2020, respectively. See Note 8 of Notes to Consolidated Financial Statements for information regarding impairment charges. Other Long-Term Assets Other long-term assets consist of the following: ($ in millions) January 28, January 29, Long-term income tax-related assets $ 480 $ 444 Goodwill 207 207 Trade names 54 54 Intangible assets subject to amortization, net of accumulated amortization 27 36 Other 140 143 Other long-term assets $ 908 $ 884 See Notes 5 and 6 of Notes to Consolidated Financial Statements for additional disclosures on goodwill and other intangible assets. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: ($ in millions) January 28, January 29, Deferred revenue $ 354 $ 345 Accrued compensation and benefits 243 477 Liabilities held for sale (1) 126 — Sales return allowance 84 97 Accrued advertising 44 62 Accrued interest 22 21 Derivative financial instruments 20 2 Other 326 363 Accrued expenses and other current liabilities $ 1,219 $ 1,367 __________ (1) The Company reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. See Note 17 of Notes to Consolidated Financial Statements for related disclosures. Other Long-Term Liabilities Other long-term liabilities consist of the following: ($ in millions) January 28, January 29, Long-term income tax-related liabilities $ 327 $ 198 Long-term asset retirement obligations (1) 38 48 Long-term deferred rent and tenant allowances 27 34 Other 152 165 Other long-term liabilities $ 544 $ 445 __________ (1) The net activity related to asset retirement obligations includes adjustments to the asset retirement obligation balance and fluctuations in foreign currency exchange rates. |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Jan. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue Disaggregation of Net Sales We disaggregate our net sales between stores and online and also by brand and region. Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise or the distribution center or store from which the products were shipped. Net sales disaggregated for stores and online sales for fiscal 2022, 2021, and 2020 are as follows: Fiscal Year ($ in millions) 2022 2021 2020 Store sales (1) $ 9,651 $ 10,239 $ 7,522 Online sales (2) 5,965 6,431 6,278 Total net sales $ 15,616 $ 16,670 $ 13,800 __________ (1) Store sales primarily include sales made at our Company-operated stores and franchise sales. Fiscal 2020 store sales were negatively impacted by the COVID-19 pandemic. (2) Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives. Net sales disaggregated by brand and region are as follows: ($ in millions) Old Navy Global Gap Global Banana Athleta Global Other (2) Total Fiscal 2022 U.S. (1) $ 7,471 $ 2,461 $ 1,829 $ 1,428 $ 12 $ 13,201 Canada 679 332 192 33 — 1,236 Europe 2 198 5 4 — 209 Asia 1 606 65 — — 672 Other regions 81 177 25 15 — 298 Total $ 8,234 $ 3,774 $ 2,116 $ 1,480 $ 12 $ 15,616 ($ in millions) Old Navy Global Gap Global Banana Athleta Global Other (3) Total Fiscal 2021 U.S. (1) $ 8,272 $ 2,608 $ 1,703 $ 1,432 $ 102 $ 14,117 Canada 713 349 178 12 — 1,252 Europe 2 328 8 2 — 340 Asia 2 658 70 — — 730 Other regions 93 120 17 1 — 231 Total $ 9,082 $ 4,063 $ 1,976 $ 1,447 $ 102 $ 16,670 ($ in millions) Old Navy Global Gap Global Banana Athleta Global Other (3) Total Fiscal 2020 U.S. (1) $ 6,898 $ 2,099 $ 1,242 $ 1,135 $ 276 $ 11,650 Canada 578 261 130 — 3 972 Europe — 319 10 — — 329 Asia 4 642 64 — — 710 Other regions 56 67 16 — — 139 Total $ 7,536 $ 3,388 $ 1,462 $ 1,135 $ 279 $ 13,800 __________ (1) U.S. includes the United States and Puerto Rico. Fiscal 2020 results also include Guam. (2) Primarily consists of net sales from revenue-generating strategic initiatives. (3) Primarily consists of net sales for the Intermix and Janie and Jack brands, as well as other revenue-generating strategic initiatives. The divestiture of Janie and Jack was completed on April 8, 2021. The divestiture of Intermix was completed on May 21, 2021. Fiscal 2020 results also include results from the Hill City brand, which was closed in January 2021. Deferred Revenue We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, licensing agreements, outstanding loyalty points, and reimbursements of loyalty program discounts associated with our credit card agreement. For fiscal 2022, the opening balance of deferred revenue for these obligations was $345 million, of which $241 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $354 million as of January 28, 2023. For fiscal 2021, the opening balance of deferred revenue for these obligations was $231 million, of which $157 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $345 million as of January 29, 2022. The increase in the revenue recognition during the 52 weeks ended January 28, 2023 is primarily due to our integrated loyalty program across the U.S. and Puerto Rico, which launched in July 2021 and allows for faster accumulation and redemption of rewards. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For financial reporting purposes, components of income (loss) before income taxes are as follows: Fiscal Year ($ in millions) 2022 2021 2020 United States $ (280) $ 217 $ (928) Foreign 141 106 (174) Income (loss) before income taxes $ (139) $ 323 $ (1,102) The tax expense (benefit) for income taxes consists of the following: Fiscal Year ($ in millions) 2022 2021 2020 Current: Federal $ (35) $ 46 $ (337) State 6 38 (21) Foreign 50 44 58 Total current 21 128 (300) Deferred: Federal 24 (50) (94) State 15 (23) (56) Foreign 3 12 13 Total deferred 42 (61) (137) Total tax expense (benefit) $ 63 $ 67 $ (437) The difference between the effective tax rate and the U.S. federal statutory tax rate is as follows: Fiscal Year 2022 2021 2020 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal benefit (13.7) 5.3 4.7 Tax impact of foreign operations (28.1) (2.5) 1.4 Impact of the CARES Act of 2020 — (5.6) 11.1 Valuation Allowances (1) (3.6) 7.4 (12.1) Impact of divestiture activity (21.6) (6.4) — Impact of legal entity structure changes — — 13.4 Other 0.7 1.5 0.2 Effective tax rate (45.3) % 20.7 % 39.7 % __________ (1) Beginning in fiscal 2022, we have made a change for all periods presented to separately disclose valuation allowances as its own line item. Previously, the impact of valuation allowances were grouped within various line items in fiscal 2021 and fiscal 2020. During fiscal 2022, we recorded a $37 million expense related to foreign divestiture activity. On March 27, 2020, the CARES Act was signed into law in the United States. The CARES Act includes certain provisions that affect our income taxes, including temporary five-year net operating loss carryback provisions, modifications to the interest deduction limitations, and the technical correction for depreciation of qualified leasehold improvements. During fiscal 2021, we recorded a $18 million benefit related to finalization of the net operating loss carryback provisions prescribed in the CARES Act. We also recorded a $21 million benefit related to recognition of certain tax benefits associated with divestiture activity. During fiscal 2020, we recorded a $122 million benefit related to the CARES Act. We also recorded a $113 million benefit related to recognition of certain tax benefits associated with foreign entity structure changes. Deferred tax assets (liabilities) consist of the following: ($ in millions) January 28, January 29, Gross deferred tax assets: Operating lease liabilities $ 1,126 $ 1,277 Accrued payroll and related benefits 44 111 Accruals 180 192 Inventory capitalization and other adjustments 93 67 Deferred income 51 44 Federal, state, and foreign net operating losses 290 260 Other 95 120 Total gross deferred tax assets 1,879 2,071 Valuation allowance (369) (377) Total deferred tax assets, net of valuation allowance 1,510 1,694 Deferred tax liabilities: Depreciation and amortization (246) (265) Operating lease assets (881) (1,000) Unremitted earnings of certain foreign subsidiaries (1) (1) Unrealized net gain on cash flow hedges (1) (3) Other (10) (11) Total deferred tax liabilities (1,139) (1,280) Net deferred tax assets $ 371 $ 414 As of January 28, 2023, we had approximately $67 million of federal, $1,133 million of state and $950 million of foreign loss carryovers in multiple taxing jurisdictions that could be utilized to reduce tax liabilities of future years. We also had approximately $18 million of foreign tax credit carryovers as of January 28, 2023. Approximately $67 million of federal losses do not expire. Approximately $876 million of state losses expire between fiscal 2023 and fiscal 2042, and $257 million of the state losses do not expire. Approximately $392 million of the foreign losses expire between fiscal 2023 and fiscal 2042, and $558 million of the foreign losses do not expire. The foreign tax credits begin to expire in fiscal 2023. A valuation allowance is recorded if, based on the assessment of available evidence, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. Management must analyze all available positive and negative evidence regarding realization of the deferred tax assets and make an assessment of the likelihood of sufficient future taxable income. We have provided a valuation allowance of $369 million on certain federal, state, and foreign deferred tax assets that were not deemed realizable based upon estimates of future taxable income. The activity related to our unrecognized tax benefits is as follows: Fiscal Year ($ in millions) 2022 2021 2020 Balance at beginning of fiscal year $ 359 $ 340 $ 152 Increases related to current year tax positions 11 26 165 Prior year tax positions: Increases 1 7 40 Decreases (24) (9) (4) Lapse of Statute of Limitations — (1) (1) Cash settlements (2) (2) (14) Foreign currency translation (1) (2) 2 Balance at end of fiscal year $ 344 $ 359 $ 340 Of the $344 million, $359 million, and $340 million of total unrecognized tax benefits as of January 28, 2023, January 29, 2022, and January 30, 2021, respectively, approximately $326 million, $339 million, and $323 million, respectively, represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. During fiscal 2022, 2021, and 2020, interest expense of $12 million , $6 million, and $12 million, respectively, has been recognized on the Consolidated Statements of Operations relating to income tax liabilities. As of January 28, 2023 and January 29, 2022, the Company had total accrued interest related to income tax liabilities of $43 million and $31 million, respectively. There were no accrued penalties related to income tax liabilities as of January 28, 2023 or January 29, 2022. The Company conducts business globally, and as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Canada, France, the United Kingdom, China, Hong Kong, Japan, and India. We are no longer subject to U.S. federal income tax examinations for fiscal years before 2009, and with few exceptions, we also are no longer subject to U.S. state, local, or non-U.S. income tax examinations for fiscal years before 2010. The Company engages in continual discussions with taxing authorities regarding tax matters in the various U.S. and foreign jurisdictions in the normal course of business. As of January 28, 2023, it is reasonably possible that we will recognize a decrease in gross unrecognized tax benefits within the next 12 months of up to $21 million, primarily due to the closing of settlements and audits, all of which could impact the effective tax rate, if recognized. |
Acquisitions
Acquisitions | 12 Months Ended |
Jan. 28, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions On August 26, 2021, the Company acquired Drapr Inc. ("Drapr"), a startup that powers 3D-fit technology and virtual fitting rooms. On October 1, 2021, the Company acquired Context-based 4 Casting Ltd. ("CB4"), an artificial intelligence and machine learning company. The aggregate purchase price for the net assets was approximately $147 million. The purchase price allocation included goodwill of $108 million and intangible assets of $39 million. The total purchase price was allocated to the net tangible and intangible assets acquired based on their estimated fair values. Such estimated fair values require management to make estimates and judgments, especially with respect to intangible assets. The purchase price allocation was finalized in fiscal 2022 with no material measurement period adjustments. The intangible assets acquired primarily include technology and developed software and their estimated fair value will be amortized over the related useful lives. The impact of the acquisitions on the Company's results of operations is not significant. The results of operations for Drapr and CB4 since the date of acquisitions were not material to the Consolidated Statements of Operations. |
Goodwill and Trade Names
Goodwill and Trade Names | 12 Months Ended |
Jan. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Other Intangible Assets The following goodwill and other intangible assets are included in other long-term assets on the Consolidated Balance Sheets: ($ in millions) January 28, January 29, Goodwill $ 207 $ 207 Trade names $ 54 $ 54 Intangible assets subject to amortization $ 54 $ 54 Less: Accumulated amortization (27) (18) Intangible assets subject to amortization, net $ 27 $ 36 As discussed in Note 5 of Notes to Consolidated Financial Statements, in fiscal 2021, we acquired intangible assets subject to amortization in connection with our acquisitions of Drapr and CB4. The intangible assets subject to amortization primarily consist of technology and developed software, which are being amortized over a useful life of approximately five years. The amortization expense for intangible assets subject to amortization recorded in operating expenses on the Consolidated Statements of Operations was $9 million, $2 million, and $2 million for fiscal 2022, 2021, and 2020, respectively. We did not recognize any impairment charges for goodwill in fiscal 2022, 2021, or 2020. We did not recognize any impairment charges for other intangible assets in fiscal 2022 or 2021. See Note 8 of Notes to Consolidated Financial Statements for information regarding the impairment charge for intangible assets related to the Intermix trade name in fiscal 2020. |
Debt
Debt | 12 Months Ended |
Jan. 29, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt and Credit Facilities Long-term debt recorded on the Consolidated Balance Sheets consists of the following: ($ in millions) January 28, 2023 January 29, 2022 2029 Notes $ 750 $ 750 2031 Notes 750 750 Less: Unamortized debt issuance costs (14) (16) Total long-term debt $ 1,486 $ 1,484 On September 27, 2021, we completed the issuance of $1.5 billion aggregate principal amount of the Senior Notes at par in a private placement to qualified institutional buyers. We recorded $16 million of debt issuance costs related to the issuance of the Senior Notes within long-term debt on the Consolidated Balance Sheet, which is being amortized through interest expense over the life of the instrument. The Company used the net proceeds from the offering of the Senior Notes, together with cash on hand, to complete tender offers and purchase an aggregate principal amount of $1.9 billion of the Company's Secured Notes. On October 27, 2021, the Company redeemed the remaining outstanding Secured Notes that were not tendered in the tender offers and paid the related make-whole premiums. Our obligations under the Secured Notes were discharged following their redemption. In conjunction with these transactions, in fiscal 2021, we incurred a loss on extinguishment of debt of $325 million, which was recorded in the Consolidated Statement of Operations and primarily consisted of tender premiums of $253 million, make-whole premiums of $40 million, and unamortized debt issuance costs relating to the Secured Notes of $28 million. In June 2020, we redeemed $1.25 billion aggregate principal amount of the Company's 2021 Notes. We incurred a loss on extinguishment of debt of $58 million, primarily related to the make-whole premium, which was recorded on the Consolidated Statement of Operations. Following the redemption, our obligations under the 2021 Notes were discharged. The scheduled maturity of the Senior Notes is as follows: ($ in millions) Principal Interest Rate Interest Payments October 1, 2029 (1) $ 750 3.625% Semi-Annual October 1, 2031 (2) 750 3.875% Semi-Annual Total issuance $ 1,500 __________ (1) Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices. (2) Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices. As of January 28, 2023, the aggregate estimated fair value of the Senior Notes was $1.15 billion and was based on the quoted market prices for each of the Senior Notes (level 1 inputs) as of the last business day of the fiscal year. The aggregate principal amount of the Senior Notes is recorded in long-term debt on the Consolidated Balance Sheet, net of the unamortized debt issuance cost. On May 7, 2020, we entered into the ABL Facility, which was previously scheduled to expire in May 2023. On July 13, 2022, we entered into an amendment and restatement of the ABL Facility. Among other changes, the amendment and restatement extended the maturity of the ABL Facility to July 2027, increased the borrowing capacity from $1.8675 billion to $2.2 billion, modified the reference rate from LIBOR to SOFR, and reduced the applicable interest rate margin. Following the amendment and restatement, the ABL Facility generally bears interest at a per annum rate based on SOFR (subject to a zero floor) plus a margin, depending on borrowing base availability. We recorded $6 million of debt issuance costs related to the amendment and restatement of the ABL Facility, which will be amortized through interest expense over the term of the agreement. The ABL Facility is available for working capital, capital expenditures, and other general corporate purposes. As of January 28, 2023, the Company's outstanding borrowing under the ABL Facility was $350 million. The variable interest rate on the drawn amount is adjusted SOFR (calculated to include a 0.10% credit adjustment spread) plus a margin of 1.25%. The borrowing was recorded in long-term liabilities on the Consolidated Balance Sheet as of January 28, 2023. We also have the ability to issue letters of credit on our ABL Facility. As of January 28, 2023, we had $49 million in standby letters of credit issued under the ABL Facility. The Senior Notes contain covenants that may limit the Company’s ability to, among other things: (i) grant or incur liens and (ii) enter into sale and lease-back transactions. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by each of our existing wholly owned domestic subsidiaries that is a borrower or guarantor under our existing ABL Facility. These guarantees also extend to each of our future wholly owned domestic subsidiaries that is a borrower or guarantor under any credit facility of the Company, any guarantor, a guarantor of capital markets debt of the Company, or any guarantor in an aggregate principal amount in excess of a certain amount. The ABL Facility is secured by specified U.S. and Canadian assets, including a first lien on inventory, certain receivables, and related assets. The ABL Facility contains customary covenants restricting the Company's activities, as well as those of its subsidiaries, including limitations on the ability to sell assets, engage in mergers or other fundamental changes, enter into capital leases or certain leases not in the ordinary course of business, enter into transactions involving related parties or derivatives, incur or prepay indebtedness, grant liens or negative pledges on its assets, make loans or other investments, pay dividends or repurchase stock or other securities, guarantee third-party obligations, engage in sale and lease-back transactions and make changes in its corporate structure. There are exceptions to these covenants, and some are only applicable when unused availability falls below specified thresholds. In addition, the ABL Facility includes, as a financial covenant, a springing fixed charge coverage ratio which arises when availability falls below a specified threshold. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques. There were no material purchases, sales, issuances, or settlements related to recurring level 3 measurements during fiscal 2022 or 2021. Financial Assets and Liabilities Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents held at amortized cost are as follows: Fair Value Measurements at Reporting Date Using ($ in millions) January 28, 2023 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 15 $ — $ 15 $ — Derivative financial instruments 11 — 11 — Deferred compensation plan assets 34 34 — — Other assets 4 — — 4 Total $ 64 $ 34 $ 26 $ 4 Liabilities: Derivative financial instruments $ 20 $ — $ 20 $ — Fair Value Measurements at Reporting Date Using ($ in millions) January 29, 2022 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 27 $ — $ 27 $ — Derivative financial instruments 16 — 16 — Deferred compensation plan assets 40 40 — — Other assets 4 — — 4 Total $ 87 $ 40 $ 43 $ 4 Liabilities: Derivative financial instruments $ 2 $ — $ 2 $ — We have highly liquid fixed and variable income investments classified as cash equivalents. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Our cash equivalents are placed primarily in time deposits. Derivative financial instruments primarily include foreign exchange forward contracts. See Note 9 of Notes to Consolidated Financial Statements for information regarding currencies hedged against the U.S. dollar. We maintain the Gap, Inc. Deferred Compensation Plan (“DCP”), which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee directors to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded within other long-term assets on the Consolidated Balance Sheets. See Note 13 of Notes to Consolidated Financial Statements for information regarding employee benefit plans. Nonfinancial Assets Long-lived assets, which for us primarily consist of store assets and operating lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The estimated fair value of the long-lived assets is based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the risk. For operating lease assets, the Company determines the estimated fair value of the assets by comparing discounted contractual rent payments to estimated market rental rates using available valuation techniques. These fair value measurements qualify as level 3 measurements in the fair value hierarchy. See Note 1 of Notes to Consolidated Financial Statements for further information regarding the impairment of long-lived assets. We recorded the following long-lived asset impairment charges in operating expenses on the Consolidated Statements of Operations: Fiscal Year ($ in millions) 2022 2021 2020 Operating lease assets (1) $ 33 $ 8 $ 391 Store assets (2) 18 1 135 Other indefinite-lived intangible assets (3) — — 31 Total impairment charges of long-lived and indefinite-lived assets $ 51 $ 9 $ 557 __________ (1) The impairment charge reduced the then carrying amount of the applicable operating lease assets of $248 million, $24 million, and $1,635 million to their fair value of $215 million, $16 million, and $1,244 million during fiscal 2022, 2021, and 2020, respectively. (2) The impairment charge reduced the then carrying amount of the applicable store assets of $21 million, $1 million, and $143 million to their fair value of $3 million, zero, and $8 million during fiscal 2022, 2021, and 2020, respectively. (3) The impairment charge reduced the then carrying amount of the Intermix trade name of $38 million to its fair value of $7 million during fiscal 2020. In fiscal 2020, the impact of the COVID-19 pandemic resulted in a qualitative indication of impairment related to our store long-lived assets. For store locations, we analyzed our store asset recoverability. As a result, we recorded an impairment charge related to store assets and operating lease assets during fiscal 2020. In the fourth quarter of fiscal 2020, we also performed a strategic review of the Intermix business which resulted in a qualitative indication of impairment related to our store long-lived assets. We recorded an impairment charge of Intermix store assets and operating lease assets of $4 million and $21 million , respectively, within operating expenses on the Consolidated Statement of Operations during fiscal 2020. In addition, the Company performed a strategic review of the Intermix business in fiscal 2020 which resulted in a qualitative indication of impairment related to the Intermix trade name. During the fourth quarter of fiscal 2020, management updated the fiscal 2021 budget and financial projections beyond fiscal 2021, and we determined that it was more likely than not that the carrying value of the Intermix trade name exceeded its fair value as of the date of our annual impairment review. The fair value of the Intermix trade name was determined using the relief from royalty method. The cash flows were then discounted to present value using the applicable discount rate and compared to the carrying value of the Intermix trade name. These fair value measurements qualify as level 3 measurements in the fair value hierarchy. The Intermix trade name impairment test resulted in an impairment charge of $31 million related to the Intermix trade name in fiscal 2020. This impairment charge was recorded within operating expenses on the Consolidated Statement of Operations during fiscal 2020. In fiscal 2021, the Company completed the divestiture of its Intermix brand. See Note 17 of Notes to Consolidated Financial Statements for additional disclosures on the divestiture. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Jan. 28, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into with large, reputable financial institutions that are monitored for counterparty risk. The currencies hedged against changes in the U.S. dollar are the Canadian dollar, Japanese yen, British pound, New Taiwan dollar, Mexican peso, and Euro. Cash flows from derivative financial instruments are classified as cash flows from operating activities on the Consolidated Statements of Cash Flows. Derivative financial instruments are recorded at fair value on the Consolidated Balance Sheets as other current assets, other long-term assets, accrued expenses and other current liabilities, or other long-term liabilities. Cash Flow Hedges We designate foreign exchange forward contracts used to hedge forecasted merchandise purchases and related costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their local currencies as cash flow hedges. The foreign exchange forward contracts entered into to hedge forecasted merchandise purchases and related costs generally have terms of up to 24 months. The effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income (loss) and is recognized into net income (loss) during the period in which the underlying transaction impacts the Consolidated Statements of Operations. Other Derivatives Not Designated as Hedging Instruments We use foreign exchange forward contracts to hedge our market risk exposure associated with foreign currency exchange rate fluctuations for certain intercompany balances denominated in currencies other than the functional currency of the entity with the intercompany balance. The gain or loss on the derivative financial instruments that represent economic hedges, as well as the remeasurement impact of the underlying intercompany balances, is recorded in operating expenses on the Consolidated Statements of Operations in the same period and generally offset each other. Outstanding Notional Amounts As of January 28, 2023 and January 29, 2022, we had foreign exchange forward contracts outstanding in the following notional amounts: ($ in millions) January 28, January 29, Derivatives designated as cash flow hedges $ 441 $ 524 Derivatives not designated as hedging instruments 645 702 Total $ 1,086 $ 1,226 Quantitative Disclosures about Derivative Financial Instruments The fair values of foreign exchange forward contracts are as follows: ($ in millions) January 28, January 29, Derivatives designated as cash flow hedges: Other current assets $ 9 $ 10 Accrued expenses and other current liabilities 5 — Derivatives not designated as hedging instruments: Other current assets 2 6 Accrued expenses and other current liabilities 15 2 Total derivatives in an asset position $ 11 $ 16 Total derivatives in a liability position $ 20 $ 2 All of the unrealized gains and losses from designated cash flow hedges as of January 28, 2023 will be recognized in income (loss) within the next 12 months at the then-current values, which may differ from the fair values as of January 28, 2023 shown above. Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Consolidated Balance Sheets and as such the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements are not material for all periods presented. See Note 8 of Notes to Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments. The pre-tax amounts recognized in net income (loss) related to derivative instruments are as follows: Location and Amount of (Gain) Loss Recognized in Income (Loss) Fiscal Year 2022 Fiscal Year 2021 Fiscal Year 2020 ($ in millions) Cost of goods sold and occupancy expenses Operating expenses 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 on the Consolidated Statements of Operations in which the effects of derivatives are recorded $ 10,257 $ 5,428 $ 10,033 $ 5,827 $ 9,095 $ 5,567 (Gain) loss recognized in net income (loss): Derivatives designated as cash flow hedges $ (33) $ — $ 15 $ — $ (13) $ — Derivatives not designated as hedging instruments — (57) — (18) — 15 Total (gain) loss recognized in net income (loss) $ (33) $ (57) $ 15 $ (18) $ (13) $ 15 |
Common Stock
Common Stock | 12 Months Ended |
Jan. 28, 2023 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common Stock Issuance and Repurchases | Common Stock Common and Preferred Stock The Company is authorized to issue 2.3 billion shares of common stock. We are also authorized to issue 60 million shares of Class B common stock, which is convertible into shares of common stock on a share-for-share basis. Transfer of the Class B shares is restricted. In addition, the holders of the Class B common stock have six votes per share on most matters and are entitled to a lower cash dividend. No Class B shares have been issued as of January 28, 2023. The Company is authorized to issue 30 million shares of one or more series of preferred stock, which has a par value of $0.05 per share, and to establish at the time of issuance the issue price, dividend rate, redemption price, liquidation value, conversion features, and such other terms and conditions of each series (including voting rights) as the Board deems appropriate, without further action on the part of the stockholders. No preferred shares have been issued as of January 28, 2023. Share Repurchases Share repurchase activity is as follows: Fiscal Year ($ and shares in millions except average per share cost) 2022 2021 2020 Number of shares repurchased (1) 11 9 — Total cost $ 123 $ 201 $ — Average per share cost including commissions $ 11.59 $ 23.47 $ — __________ (1) Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jan. 28, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense is as follows: Fiscal Year ($ in millions) 2022 2021 2020 Stock units $ 26 $ 122 $ 62 Stock options 7 13 12 Employee stock purchase plan 4 4 3 Share-based compensation expense 37 139 77 Less: Income tax benefit (14) (23) (15) Share-based compensation expense, net of tax $ 23 $ 116 $ 62 No material share-based compensation expense was capitalized in fiscal 2022, 2021, or 2020. There were no material modifications made to our outstanding stock options and other stock awards in fiscal 2022, 2021, or 2020. General Description of Stock Option and Other Stock Award Plans The 2016 Long-Term Incentive Plan (the "2016 Plan") was amended and restated in May 2019 and further amended and restated in March 2020. The 2016 Plan was further amended and restated in May 2021. Under the 2016 Plan, nonqualified stock options and other stock awards are granted to officers, directors, eligible employees, and consultants at exercise prices or initial values equal to the fair market value of the Company’s common stock at the date of grant or as determined by the Compensation and Management Development Committee of the Board. As of January 28, 2023, there were 286,586,871 shares that have been authorized for issuance under the 2016 Plan. Stock Units Under the 2016 Plan, Stock Units are granted to employees and members of the Board. Vesting generally occurs over a period of three to four years of continued service by the employee in equal annual installments for the majority of the Stock Units granted. In some cases, Stock Unit vesting is also subject to the attainment of pre-determined performance metrics and/or the satisfaction of market conditions ("Performance Shares"). At the end of each reporting period, we evaluate the probability that the Performance Shares will vest. We record share-based compensation expense on an accelerated basis over a period of three to four years once granted, based on the grant-date fair value and the probability that the pre-determined performance metrics will be achieved. We use the Monte Carlo method to calculate the grant date fair value of Performance Shares containing a market condition. Based on the probability of our performance shares vesting, shared-based compensation expense decreased in fiscal 2022 as compared with fiscal 2021. A summary of Stock Unit activity under the 2016 Plan for fiscal 2022 is as follows: Shares Weighted-Average Balance as of January 29, 2022 13,129,235 $ 22.03 Granted 7,156,024 $ 11.54 Granted, with vesting subject to performance and market conditions 3,612,861 $ 12.66 Vested (4,145,665) $ 20.06 Forfeited (4,750,464) $ 19.01 Balance as of January 28, 2023 15,001,991 $ 16.27 A summary of additional information about Stock Units is as follows: Fiscal Year ($ in millions except per share amounts) 2022 2021 2020 Weighted-average fair value per share of Stock Units granted $ 11.92 $ 31.28 $ 11.22 Fair value of Stock Units vested $ 83 $ 62 $ 65 The aggregate intrinsic value of unvested Stock Units as of January 28, 2023 was $198 million. As of January 28, 2023, there was $124 million (before any related tax benefit) of unrecognized share-based compensation expense related to unvested Stock Units, which is expected to be recognized over a weighted-average period of 1.9 years. Total unrecognized share-based compensation expense may be adjusted for future forfeitures as they occur. Stock Options We have stock options outstanding under the 2016 Plan. Stock options generally expire the earlier of 10 years from the grant date, three months after employee termination, or one year after the date of an employee’s retirement or death. Vesting generally occurs over a period of four The fair value of stock options issued to employees during fiscal 2022, 2021, and 2020 was estimated on the date of grant using the following assumptions: Fiscal Year 2022 2021 2020 Expected term (in years) 4.6 4.5 4.5 Expected volatility 51.7 % 56.9 % 46.9 % Dividend yield 4.0 % 1.8 % 1.6 % Risk-free interest rate 2.5 % 0.6 % 0.4 % A summary of stock option activity under the 2016 Plan for fiscal 2022 is as follows: Shares Weighted- Balance as of January 29, 2022 10,689,824 $ 21.17 Granted 1,433,388 $ 13.92 Exercised (563,236) $ 7.41 Forfeited/Expired (3,734,543) $ 21.35 Balance as of January 28, 2023 7,825,433 $ 20.75 A summary of additional information about stock options is as follows: Fiscal Year ($ in millions except per share amounts) 2022 2021 2020 Weighted-average fair value per share of stock options granted $ 4.66 $ 12.35 $ 3.28 Aggregate intrinsic value of stock options exercised $ 2 $ 20 $ — Fair value of stock options vested $ 13 $ 13 $ 13 Information about stock options outstanding and exercisable as of January 28, 2023 is as follows: Intrinsic Value as of January 28, 2023 Number of Weighted- Weighted- Options Outstanding $ 11 7,825,433 5.8 $ 20.75 Options Exercisable $ 5 4,933,903 4.6 $ 23.97 Nonemployee Stock Units and Stock Warrants Under the 2016 Plan, some Stock Units are granted to members of the Board. Vesting is generally immediate in the case of members of the Board. Additionally, during fiscal 2020, the Company issued stock warrants for up to 8.5 million shares of the Company's common stock in connection with a strategic agreement entered into by Gap and Yeezy Supply LLC. However, effective with the termination of this agreement, net sales performance targets have not been met. Employee Stock Purchase Plan Under our Employee Stock Purchase Plan (“ESPP”), eligible U.S. and Canadian employees are able to purchase our common stock at 85 percent of the closing price on the New York Stock Exchange on the last day of the three-month purchase periods. Accordingly, compensation expense is recognized for an amount equal to the 15 percent discount. Employees pay for their stock purchases through payroll deductions at a rate equal to any whole percentage from 1 percent to 15 percent. There were 2,337,159, 1,117,669, and 1,718,007 shares issued under the ESPP in fiscal 2022, 2021, and 2020, respectively. As of January 28, 2023, there were 12,581,864 shares reserved for future issuances under the ESPP. |
Leases
Leases | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Leases Net lease cost recognized on our Consolidated Statements of Operations is summarized as follows: Fiscal Year ($ in millions) 2022 2021 Operating lease cost $ 825 $ 947 Variable lease cost 447 428 Sublease (income) loss (1) 1 Net lease cost $ 1,271 $ 1,376 As of January 28, 2023, the maturities of lease liabilities based on the total minimum lease commitment amount including options to extend lease terms that are reasonably certain of being exercised are as follows: ($ in millions) Fiscal Year 2023 $ 866 2024 764 2025 648 2026 559 2027 485 Thereafter 1,967 Total minimum lease payments 5,289 Less: Interest (1,105) Present value of operating lease liabilities 4,184 Less: Current portion of operating lease liabilities (667) Long-term operating lease liabilities $ 3,517 During fiscal 2022, non-cash operating lease asset activity, net of remeasurements and modifications, was $124 million and includes permanent store closures and the derecognition of leases related to the transition of certain foreign operations to franchise partners. During fiscal 2021, non-cash operating lease asset activity, net of remeasurements and modifications, was $140 million and includes permanent store closures and the derecognition of leases related to the divestitures and changes to our European operating model. As of January 28, 2023 and January 29, 2022, the minimum lease commitment amount for operating leases signed but not yet commenced, primarily for retail stores, was $116 million and $91 million, respectively. As of January 28, 2023 and January 29, 2022, the weighted-average remaining operating lease term was 8.0 years and 8.1 years, respectively, and the weighted-average discount rate was 5.6 percent and 5.4 percent, respectively, for operating leases recognized on our Consolidated Financial Statements. As of January 28, 2023 and January 29, 2022, the Company's finance leases were not material to our Consolidated Financial Statements. See Note 1 of Notes to Consolidated Financial Statements for additional disclosures related to leases. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jan. 28, 2023 | |
Retirement Benefits, Description [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Employee Benefit PlansWe have two qualified defined contribution retirement plans, the GapShare 401(k) Plan and the GapShare Puerto Rico Plan (the “Plans”), which are available to employees who meet the eligibility requirements. The Plans permit eligible employees to make contributions up to the maximum limits allowable under the applicable Internal Revenue Codes. Under the Plans, we match, in cash, all or a portion of employees’ contributions under a predetermined formula. Our contributions vest immediately. Our matching contributions to the Plans were $49 million, $46 million, and $42 million in fiscal 2022, 2021, and 2020, respectively.We maintain the Gap, Inc. Deferred Compensation Plan, which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee board members to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at fair market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded within other long-term assets on the Consolidated Balance Sheets. As of January 28, 2023 and January 29, 2022, the assets related to the DCP were $34 million and $40 million, respectively. As of January 28, 2023 and January 29, 2022, the corresponding liabilities related to the DCP were $37 million and $45 million, respectively, and were recorded within other long-term liabilities on the Consolidated Balance Sheets. We match all or a portion of employees’ contributions under a predetermined formula. Plan investments are elected by the participants, and investment returns are not guaranteed by the Company. Our matching contributions to the DCP in fiscal 2022, 2021, and 2020 were not material. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jan. 28, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings (Loss) per Share Weighted-average number of shares used for earnings (loss) per share is as follows: Fiscal Year (shares in millions) 2022 2021 2020 Weighted-average number of shares—basic 367 376 374 Common stock equivalents (1) — 7 — Weighted-average number of shares—diluted 367 383 374 __________ (1) For fiscal 2022 and 2020, the dilutive impact of outstanding options and awards was excluded from dilutive shares as a result of the Company’s net loss for the respective periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are a party to a variety of contractual agreements under which we may be obligated to indemnify the other party for certain matters. These contracts primarily relate to our commercial contracts, operating leases, trademarks, intellectual property, financial agreements, and various other agreements. Under these contracts, we may provide certain routine indemnifications relating to representations and warranties (e.g., ownership of assets, environmental or tax indemnifications), or personal injury matters. The terms of these indemnifications range in duration and may not be explicitly defined. Generally, the maximum obligation under such indemnifications is not explicitly stated, and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our Consolidated Financial Statements taken as a whole. As a multinational company, we are subject to various Actions arising in the ordinary course of our business. Many of these Actions raise complex factual and legal issues and are subject to uncertainties. As of January 28, 2023, Actions filed against us included commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages and some are covered in part by insurance. As of January 28, 2023 and January 29, 2022, we recorded a liability for an estimated loss if the outcome of an Action is expected to result in a loss that is considered probable and reasonably estimable. The liability recorded as of January 28, 2023 and January 29, 2022 was not material for any individual Action or in total. Subsequent to January 28, 2023 and through the filing date of March 14, 2023, no information has become available that indicates a change is required that would be material to our Consolidated Financial Statements taken as a whole. |
Segment Information
Segment Information | 12 Months Ended |
Jan. 28, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We identify our operating segments according to how our business activities are managed and evaluated. As of January 28, 2023, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each operating segment has a brand president who is responsible for various geographies and channels. Each of our brands serves customer demand through stores and online channels, leveraging our omni-channel capabilities that allow customers to shop seamlessly across all of our brands. We have determined that each of our operating segments share similar economic and other qualitative characteristics, and therefore the results of our operating segments are aggregated into one reportable segment as of January 28, 2023. We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments. Long-lived assets, excluding long-term deferred tax assets, by geographic location are as follows: ($ in millions) January 28, January 29, 2022 U.S. (1) $ 5,726 $ 6,164 Other regions 672 1,018 Total long-lived assets $ 6,398 $ 7,182 __________ (1) U.S. includes the United States and Puerto Rico. See Note 3 of Notes to Consolidated Financial Statements for disaggregation of revenue for stores and online and by brand and region. |
Divestitures
Divestitures | 12 Months Ended |
Jan. 28, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure | Divestitures On April 8, 2021 and May 21, 2021, we completed the divestitures of the Janie and Jack and Intermix brands, respectively. As a result of these transactions, the Company recognized a pre-tax loss of $59 million within operating expenses on the Consolidated Statement of Operations for the 52 weeks ended January 29, 2022 . On October 1, 2021, we completed the transition of our Gap France operations to a third party, Hermione People & Brands, to operate Gap France stores as a franchise partner. The impact to the Consolidated Financial Statements upon divestiture was not material for the 52 weeks ended January 29, 2022 . On February 1, 2022, we completed the transition of our Gap Italy operations to a third party, OVS, to operate Gap Italy stores as a franchise partner. We completed the transition of our United Kingdom and Ireland online operations to a franchise partner through a joint venture with Next Plc on August 10, 2022. The impacts to the Consolidated Financial Statements upon divestiture were not material for the 52 weeks ended January 28, 2023. As our European partnership model transition is now complete, we sold our distribution center in Rugby, England for $125 million on September 30, 2022. As a result of this transaction, the Company recognized a pre-tax gain on sale of $83 million within operating expenses on the Consolidated Statement of Operations during the 52 weeks ended January 28, 2023. We also completed the transition of our Old Navy Mexico operations to a third party, Grupo Axo, to operate Old Navy Mexico stores as a franchise partner, on August 1, 2022. As a result of this transaction, the Company recognized a pre-tax loss of $35 million within operating expenses on the Consolidated Statement of Operations during the 52 weeks ended January 28, 2023. On November 7, 2022, we signed agreements to transition our Gap Greater China operations to a third party, Baozun, to operate Gap Greater China stores and the in-market website as a franchise partner, subject to regulatory approvals and closing conditions. As of January 28, 2023 , the Company reclassified $142 million of assets and $126 million of liabilities for Gap China as held for sale within other current assets and accrued expenses and other current liabilities, respectively, on the Consolidated Balance Sheet. The aggregate carrying amount of assets classified as held for sale primarily consists of $55 million of net operating lease assets, $35 million of inventory, $26 million of fixed assets, and $20 million of other current assets. The aggregate carrying amount of liabilities classified as held for sale primarily consists of $70 million of operating lease liabilities, $33 million of accounts payable, and $19 million of accrued expenses and other current liabilities. We measured the disposal group at its estimated fair value less costs to sell. On January 31, 2023, the Gap China transaction closed with Baozun. The Gap Taiwan operations will continue to operate as usual until regulatory approvals and closing conditions are met. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 28, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On January 26, 2023, the Company entered in an agreement for the sale of a building and reclassified certain assets as held for sale assets that were expected to be sold in the next 12 months. The aggregate carrying amount of the assets held for sale, primarily consisting of fixed assets, was $30 million and was reclassified within other current assets on the Consolidated Balance Sheet as of January 28, 2023 . On February 9, 2023, the Company completed the sale of the building. On January 31, 2023, the Gap China transaction closed with Baozun. See Note 17 of Notes to Consolidated Financial Statements for related disclosures. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 28, 2023 | |
Accounting Policies [Abstract] | |
Organization | Organization The Gap, Inc., a Delaware corporation, is a collection of purpose-led, lifestyle brands offering apparel, accessories, and personal care products for men, women, and children. As of January 28, 2023, we had Company-operated stores in the United States, Canada, Japan, China, and Taiwan. Our products are available to customers online through Company-owned websites and through third party arrangements. We also have franchise agreements to operate Old Navy, Gap, Banana Republic, and Athleta stores and websites in about 40 countries around the world. In fiscal 2022, we signed agreements to transition our Gap Greater China operations to a third party, Baozun, to operate Gap Greater China stores and the in-market website as a franchise partner. |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of The Gap, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Fiscal Year and Presentation | Fiscal Year and Presentation Our fiscal year is a 52-week or 53-week period ending on the Saturday closest to January 31. The fiscal years ended January 28, 2023 (fiscal 2022), January 29, 2022 (fiscal 2021), and January 30, 2021 (fiscal 2020) consisted of 52 weeks. The fiscal year ending February 3, 2024 (fiscal 2023) will consist of 53 weeks. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Additionally, these estimates and assumptions may change as a result of the impact of global economic conditions such as the uncertainty regarding global inflationary pressures, the COVID-19 pandemic, and the Russia-Ukraine crisis. We will continue to consider the impact of the global economic conditions on the assumptions and estimates used when preparing these Consolidated Financial Statements. Examples include, but are not limited to, assumptions and estimates used for inventory valuation, income taxes and valuation allowances, sales return and bad debt allowances, and the impairment of long-lived assets. If the global economic conditions worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company's results of operations and financial position. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes funds deposited in banks and amounts in transit from banks for customer credit card and debit card transactions that process in less than seven days. All highly liquid investments with original maturities of three months or less at the time of purchase are classified as cash equivalents. We value these investments at their original purchase prices plus interest that has accrued at the stated rate. Our cash equivalents are placed primarily in time deposits. Income related to these securities is recorded within interest income on the Consolidated Statements of Operations. Restricted Cash Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash is related to acquiring a long-term asset, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is included within other long-term assets on our Consolidated Balance Sheets. Otherwise, restricted cash is included within other current assets on our Consolidated Balance Sheets. As of January 28, 2023, January 29, 2022, and January 30, 2021, restricted cash primarily includes consideration that serves as collateral for certain obligations occurring in the normal course of business and our insurance obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on our Consolidated Balance Sheets to the total shown on our Consolidated Statements of Cash Flows: ($ in millions) January 28, January 29, January 30, Cash and cash equivalents $ 1,215 $ 877 $ 1,988 Restricted cash included in other current assets 32 — 4 Restricted cash included in other long-term assets 26 25 24 Total cash, cash equivalents, and restricted cash shown on the Consolidated Statement of Cash Flows $ 1,273 $ 902 $ 2,016 |
Merchandise Inventory | Merchandise Inventory We value inventory at the LCNRV, with cost determined using the weighted-average cost method. We record an adjustment to inventory when future estimated selling price is less than cost. We review our inventory levels in order to identify slow-moving merchandise and broken assortments (items no longer in stock in a sufficient range of sizes or colors) and we primarily use promotions and markdowns to clear merchandise. In addition, we estimate and accrue shortage for the period between the last physical count and the balance sheet date. |
Property and Equipment | Property and Equipment Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: Category Term Leasehold improvements Shorter of remaining lease term or economic life, up to 15 years Furniture and equipment Up to 10 years Software Up to 7 years Buildings and building improvements Up to 39 years When assets are sold or retired, the cost and related accumulated depreciation are removed from the accounts, with any resulting gain or loss recorded within operating expenses on the Consolidated Statements of Operations. Costs of maintenance and repairs are expensed as incurred. Costs incurred to implement cloud computing arrangements hosted by third party vendors are capitalized when incurred during the application development phase and amortized on a straight-line basis over the contractual term of the cloud computing arrangement. Capitalized amounts related to such arrangements are recorded within other current assets and other long-term assets on our Consolidated Balance Sheets and were not material for fiscal 2022, 2021, or 2020. |
Lessee, Leases | Leases We determine if a long-term contractual obligation is a lease at inception. The majority of our operating leases relate to Company stores. We also lease some of our corporate facilities and distribution centers. These operating leases expire at various dates through fiscal 2048. Most store leases have a five-year base period and include options that allow us to extend the lease term beyond the initial base period, subject to terms agreed upon at lease inception. Some leases also include early termination options, which can be exercised under specific conditions. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We record our lease liabilities at the present value of the lease payments not yet paid, discounted at the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term. As the Company's leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We recognize operating lease cost over the estimated term of the lease, which includes options to extend lease terms that are reasonably certain of being exercised, starting when possession of the property is taken from the landlord, which normally includes a construction period prior to the store opening. When a lease contains a predetermined fixed escalation of the fixed rent, we recognize the related operating lease cost on a straight-line basis over the lease term. In addition, certain of our lease agreements include variable lease payments, such as payments based on a percentage of sales that are in excess of a predetermined level and/or increases based on a change in the consumer price index or fair market value. These variable lease payments are excluded from minimum lease payments and are included in the determination of net lease cost when it is probable that the expense has been incurred and the amount can be reasonably estimated. If an operating lease asset is impaired, the remaining operating lease asset will be amortized on a straight-line basis over the remaining lease term. |
Revenue Recognition | Revenue Recognition The Company’s revenues primarily include merchandise sales at stores, online, and through franchise and licensing agreements. We also receive revenue sharing from our credit card agreement for private label and co-branded credit cards, and breakage revenue related to our gift cards, credit vouchers, and outstanding loyalty points, which are realized based upon historical redemption patterns. For online sales, the Company has elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. We also record an allowance for estimated merchandise returns based on our historical return patterns and various other assumptions that management believes to be reasonable, which is presented on a gross basis on our Consolidated Balance Sheets. Revenues are presented net of any taxes collected from customers and remitted to governmental authorities. We have credit card agreements with third parties to provide our customers with private label credit cards and co-branded credit cards (collectively, the “Credit Card programs"). Each private label credit card bears the logo of Gap, Banana Republic, Old Navy, or Athleta and can be used at any of our U.S. store locations and online. The current co-branded credit card is a MasterCard credit card bearing the logo of Gap, Banana Republic, Old Navy, or Athleta and can be used everywhere MasterCard credit cards are accepted. The Credit Card programs are a part of Gap Inc.’s loyalty program where members enjoy incentives in the form of rewards which can be redeemed across all of our purpose-led brands. During fiscal 2022, the Company launched a new long-term credit card program with Barclays that replaced our prior credit card program with Synchrony Financial. Barclays, a third-party financial institution, is the sole owner of the accounts and underwrites the credit issued under the Credit Card programs. Our agreement with Barclays provides for certain payments to be made to us, including a share of revenue from the performance of the credit card portfolios and reimbursements of loyalty program discounts. We have identified separate performance obligations related to our credit card agreement that includes both providing a license and an obligation to redeem loyalty points issued under the loyalty rewards program. Our obligation to provide a license is satisfied when the subsequent sale or usage occurs and our obligation to redeem loyalty points is deferred until those loyalty points are redeemed. Income related to our credit card agreement is classified within net sales on our Consolidated Statements of Operations. In conjunction with entering into our agreement with Barclays, the Company also entered into a corresponding agreement with MasterCard for co-branded cards that replaced our prior agreement with Visa. We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, credit vouchers, outstanding loyalty points, and reimbursements of loyalty program discounts associated with our credit card agreement. |
Classification of Expenses | Classification of Expenses Cost of goods sold and occupancy expenses include the following: • the cost of merchandise; • inventory shortage and valuation adjustments; • freight charges; • online shipping and packaging costs; • cost associated with our sourcing operations, including payroll, benefits, and other administrative expenses; • lease and other occupancy related cost, depreciation, and amortization related to our store operations, distribution centers, information technology, and certain corporate functions; and • gains and losses associated with foreign currency derivative contracts used to hedge forecasted merchandise purchases and related costs denominated in U.S. dollars made by our international subsidiaries whose functional currencies are their local currencies. Operating expenses include the following: • payroll, benefits, and other administrative expenses for our store operations, field management, and distribution centers; • payroll, benefits, and other administrative expenses for our corporate functions, including product design and development; • marketing; • information technology expenses and maintenance costs; • lease and other occupancy related cost, depreciation, and amortization for our corporate facilities; • research and development expenses; • gains and losses associated with foreign currency derivative contracts not designated as hedging instruments; • third party credit card processing fees; and • other expenses (income). Payroll, benefits, and other administrative expenses for our distribution centers recorded within operating expenses were $386 million, $379 million, and $358 million in fiscal 2022, 2021, and 2020, respectively. Research and development costs described in Accounting Standards Codification ("ASC") No. 730 are expensed as incurred. These costs primarily consist of payroll and related benefits attributable to time spent on research and development activities for new innovative products and technological improvements for existing products and process innovation. Research and development expenses recorded within operating expenses under ASC 730 were $46 million, $41 million, and $46 million in fiscal 2022, 2021, and 2020, respectively. The classification of expenses varies across the apparel retail industry. Accordingly, our cost of goods sold and occupancy expenses and operating expenses may not be comparable to those of other companies. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events that result in an impairment review include a significant decrease in the operating performance of the long-lived asset, the decision to close a store, corporate facility, or distribution center or adverse changes in business climate. Long-lived assets are considered impaired if the carrying amount exceeds the estimated undiscounted future cash flows of the asset or asset group over the estimated remaining lease term. 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 and flagship stores is generally at the store level. The asset group is comprised of both property and equipment and operating lease assets. For impaired assets, we recognize a loss equal to the difference between the carrying amount of the asset or asset group and its estimated fair value, which is recorded within operating expenses on the Consolidated Statements of Operations. The estimated fair value of the asset or asset group is based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. For operating lease assets, the Company determines the estimated fair value of the assets by discounting the estimated market rental rates using available valuation techniques. |
Goodwill and Intangible Assets | Impairment of Goodwill and Intangible Assets We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually in the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. If goodwill is considered impaired, we recognize a loss equal to the difference between the carrying amount and the estimated fair value of the reporting unit. A trade name is considered impaired if the carrying amount exceeds its estimated fair value. If a trade name is considered impaired, we recognize a loss equal to the difference between the carrying amount and the estimated fair value of the trade name. The fair value of a trade name is determined using the relief from royalty method, which requires management to make assumptions and to apply judgment, including forecasting future sales, and selecting appropriate discount rates and royalty rates. Goodwill and other indefinite-lived intangible assets, including the trade names, are recorded within other long-term assets on the Consolidated Balance Sheets. |
Advertising | Advertising Costs associated with the production of advertising, such as writing, copy, printing, and other costs, are expensed as incurred. Costs associated with communicating advertising that has been produced, such as television and magazine costs, are expensed when the advertising event takes place. Advertising expense was $1,039 million, $1,115 million, and $816 million in fiscal 2022, 2021, and 2020, respectively, and is recorded within operating expenses on the Consolidated Statements of Operations. |
Share-Based Compensation | Share-Based CompensationShare-based compensation expense for stock options and other stock awards is determined based on the grant-date fair value. We use the Black-Scholes-Merton option-pricing model to determine the fair value of stock options, which requires the input of subjective assumptions regarding the expected term, expected volatility, dividend yield, and risk-free interest rate. For units granted whereby one share of common stock is issued for each unit as the unit vests (“Stock Units”), the fair value is determined either based on the Company’s stock price on the date of grant less future expected dividends during the vesting period or a Monte Carlo method for certain Stock Units granted with a market condition. For stock options and Stock Units, we recognize share-based compensation cost over the vesting period. We account for forfeitures as they occur. Share-based compensation expense is recorded primarily within operating expenses on the Consolidated Statements of Operations. |
Foreign Currency | Foreign Currency Our international subsidiaries primarily use local currencies as their functional currency and translate their assets and liabilities at the current rate of exchange in effect at the balance sheet date. Revenue and expenses from their operations are translated using rates that approximate those in effect during the period in which the transactions occur. The resulting gains and losses from translation are recorded on the Consolidated Statements of Comprehensive Income (Loss) and in accumulated OCI on the Consolidated Statements of Stockholders’ Equity. Transaction gains and losses resulting from intercompany balances of a long-term investment nature are also classified as accumulated OCI. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are recorded within operating expenses on the Consolidated Statements of Operations. The aggregate transaction gains and losses recorded within operating expenses on the Consolidated Statements of Operations are as follows: Fiscal Year ($ in millions) 2022 2021 2020 Foreign currency transaction gain (loss) $ (59) $ (18) $ 23 Realized and unrealized gain (loss) from certain derivative financial instruments 57 18 (15) Net foreign exchange gain (loss) $ (2) $ — $ 8 |
Income Taxes | Income Taxes Deferred income taxes are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts on the Consolidated Financial Statements. A valuation allowance is established against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Our income tax expense includes changes in our estimated liability for exposures associated with our various tax filing positions. At any point in time, many tax years are subject to or in the process of being audited by various taxing authorities. To the extent our estimates of settlements change or the final tax outcome of these matters is different from the amounts recorded, such differences will impact the income tax provision in the period in which such determinations are made. The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties related to unrecognized tax benefits in operating expenses on the Consolidated Statements of Operations. |
Earnings Per Share | Earnings per Share Basic earnings per share is computed as net income (loss) divided by basic weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed as net income divided by diluted weighted-average number of common shares outstanding for the period including common stock equivalents. During periods of net loss, the dilutive impact of outstanding options and awards is excluded from dilutive shares. Common stock equivalents consist of shares subject to share-based awards with exercise prices less than the average market price of our common stock for the period, to the extent their inclusion would be dilutive. Stock options, stock warrants, and other stock awards that contain performance conditions are not included in the calculation of common stock equivalents until such performance conditions have been achieved. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Consolidated Financial Statements and disclosures, based on current information. In April 2020, the Financial Accounting Standards Board ("FASB") provided guidance on accounting for rent concessions resulting from the COVID-19 pandemic. We considered the FASB's guidance regarding lease modifications as a result of the effects of the COVID-19 pandemic and elected to apply the temporary practical expedient to account for lease changes as variable rent unless an amendment results in a substantial change in the Company's lease obligations. The impact of applying the temporary practical expedient was not material to our Consolidated Financial Statements. ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations In September 2022, the FASB issued accounting standards update ("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the transparency of the use of supplier finance programs by requiring additional disclosures about the program’s nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. The ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. We are reviewing our supplier finance agreements to determine the impact to disclosures in our Consolidated Financial Statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on our Consolidated Balance Sheets to the total shown on our Consolidated Statements of Cash Flows: ($ in millions) January 28, January 29, January 30, Cash and cash equivalents $ 1,215 $ 877 $ 1,988 Restricted cash included in other current assets 32 — 4 Restricted cash included in other long-term assets 26 25 24 Total cash, cash equivalents, and restricted cash shown on the Consolidated Statement of Cash Flows $ 1,273 $ 902 $ 2,016 |
Schedule of estimated property and equipment useful lives | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: Category Term Leasehold improvements Shorter of remaining lease term or economic life, up to 15 years Furniture and equipment Up to 10 years Software Up to 7 years Buildings and building improvements Up to 39 years |
Foreign Currency Disclosure [Text Block] | The aggregate transaction gains and losses recorded within operating expenses on the Consolidated Statements of Operations are as follows: Fiscal Year ($ in millions) 2022 2021 2020 Foreign currency transaction gain (loss) $ (59) $ (18) $ 23 Realized and unrealized gain (loss) from certain derivative financial instruments 57 18 (15) Net foreign exchange gain (loss) $ (2) $ — $ 8 |
Additional Financial Statemen_2
Additional Financial Statement Information Additional Financial Statement Information (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Additional Financial Statement Information [Abstract] | |
Cash and Cash Equivalents [Table Text Block] | Cash and cash equivalents consist of the following: ($ in millions) January 28, January 29, Cash (1) $ 1,200 $ 850 Time deposits and bank certificates of deposit 15 27 Cash and cash equivalents $ 1,215 $ 877 __________ (1) Cash includes $60 million and $64 million of amounts in transit from banks for customer credit card and debit card transactions as of January 28, 2023 and January 29, 2022, respectively. |
Other Current Assets [Table Text Block] | Other current assets consist of the following: ($ in millions) January 28, January 29, Accounts receivable $ 340 $ 399 Assets held for sale (1) 172 49 Prepaid income taxes and income taxes receivable (2) 150 491 Prepaid minimum rent and occupancy expenses 106 110 Right of return asset 46 49 Derivative financial instruments 11 16 Other 188 156 Other current assets $ 1,013 $ 1,270 __________ (1) The Company reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. See Notes 17 and 18 of Notes to Consolidated Financial Statements for related disclosures. (2) The decrease is primarily due to receipt of tax refunds during fiscal 2022 related to fiscal 2020 net operating loss carryback claims. |
Property, Plant and Equipment [Table Text Block] | Property and equipment are stated at cost less accumulated depreciation and consist of the following: ($ in millions) January 28, January 29, Furniture and equipment $ 2,833 $ 2,789 Leasehold improvements 2,270 2,487 Software 1,142 1,072 Land, buildings, and building improvements 1,103 1,416 Construction-in-progress 177 344 Property and equipment, at cost 7,525 8,108 Less: Accumulated depreciation (4,837) (5,071) Property and equipment, net of accumulated depreciation $ 2,688 $ 3,037 |
Schedule of Other Assets, Noncurrent [Table Text Block] | Other long-term assets consist of the following: ($ in millions) January 28, January 29, Long-term income tax-related assets $ 480 $ 444 Goodwill 207 207 Trade names 54 54 Intangible assets subject to amortization, net of accumulated amortization 27 36 Other 140 143 Other long-term assets $ 908 $ 884 |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other current liabilities consist of the following: ($ in millions) January 28, January 29, Deferred revenue $ 354 $ 345 Accrued compensation and benefits 243 477 Liabilities held for sale (1) 126 — Sales return allowance 84 97 Accrued advertising 44 62 Accrued interest 22 21 Derivative financial instruments 20 2 Other 326 363 Accrued expenses and other current liabilities $ 1,219 $ 1,367 __________ (1) The Company reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. See Note 17 of Notes to Consolidated Financial Statements for related disclosures. |
Other Long Term Liabilities [Table Text Block] | Other long-term liabilities consist of the following: ($ in millions) January 28, January 29, Long-term income tax-related liabilities $ 327 $ 198 Long-term asset retirement obligations (1) 38 48 Long-term deferred rent and tenant allowances 27 34 Other 152 165 Other long-term liabilities $ 544 $ 445 __________ (1) The net activity related to asset retirement obligations includes adjustments to the asset retirement obligation balance and fluctuations in foreign currency exchange rates. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Net sales disaggregated for stores and online sales for fiscal 2022, 2021, and 2020 are as follows: Fiscal Year ($ in millions) 2022 2021 2020 Store sales (1) $ 9,651 $ 10,239 $ 7,522 Online sales (2) 5,965 6,431 6,278 Total net sales $ 15,616 $ 16,670 $ 13,800 __________ (1) Store sales primarily include sales made at our Company-operated stores and franchise sales. Fiscal 2020 store sales were negatively impacted by the COVID-19 pandemic. |
Net Sales by Brand and Region | Net sales disaggregated by brand and region are as follows: ($ in millions) Old Navy Global Gap Global Banana Athleta Global Other (2) Total Fiscal 2022 U.S. (1) $ 7,471 $ 2,461 $ 1,829 $ 1,428 $ 12 $ 13,201 Canada 679 332 192 33 — 1,236 Europe 2 198 5 4 — 209 Asia 1 606 65 — — 672 Other regions 81 177 25 15 — 298 Total $ 8,234 $ 3,774 $ 2,116 $ 1,480 $ 12 $ 15,616 ($ in millions) Old Navy Global Gap Global Banana Athleta Global Other (3) Total Fiscal 2021 U.S. (1) $ 8,272 $ 2,608 $ 1,703 $ 1,432 $ 102 $ 14,117 Canada 713 349 178 12 — 1,252 Europe 2 328 8 2 — 340 Asia 2 658 70 — — 730 Other regions 93 120 17 1 — 231 Total $ 9,082 $ 4,063 $ 1,976 $ 1,447 $ 102 $ 16,670 ($ in millions) Old Navy Global Gap Global Banana Athleta Global Other (3) Total Fiscal 2020 U.S. (1) $ 6,898 $ 2,099 $ 1,242 $ 1,135 $ 276 $ 11,650 Canada 578 261 130 — 3 972 Europe — 319 10 — — 329 Asia 4 642 64 — — 710 Other regions 56 67 16 — — 139 Total $ 7,536 $ 3,388 $ 1,462 $ 1,135 $ 279 $ 13,800 __________ (1) U.S. includes the United States and Puerto Rico. Fiscal 2020 results also include Guam. (2) Primarily consists of net sales from revenue-generating strategic initiatives. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For financial reporting purposes, components of income (loss) before income taxes are as follows: Fiscal Year ($ in millions) 2022 2021 2020 United States $ (280) $ 217 $ (928) Foreign 141 106 (174) Income (loss) before income taxes $ (139) $ 323 $ (1,102) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The tax expense (benefit) for income taxes consists of the following: Fiscal Year ($ in millions) 2022 2021 2020 Current: Federal $ (35) $ 46 $ (337) State 6 38 (21) Foreign 50 44 58 Total current 21 128 (300) Deferred: Federal 24 (50) (94) State 15 (23) (56) Foreign 3 12 13 Total deferred 42 (61) (137) Total tax expense (benefit) $ 63 $ 67 $ (437) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The difference between the effective tax rate and the U.S. federal statutory tax rate is as follows: Fiscal Year 2022 2021 2020 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal benefit (13.7) 5.3 4.7 Tax impact of foreign operations (28.1) (2.5) 1.4 Impact of the CARES Act of 2020 — (5.6) 11.1 Valuation Allowances (1) (3.6) 7.4 (12.1) Impact of divestiture activity (21.6) (6.4) — Impact of legal entity structure changes — — 13.4 Other 0.7 1.5 0.2 Effective tax rate (45.3) % 20.7 % 39.7 % __________ |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets (liabilities) consist of the following: ($ in millions) January 28, January 29, Gross deferred tax assets: Operating lease liabilities $ 1,126 $ 1,277 Accrued payroll and related benefits 44 111 Accruals 180 192 Inventory capitalization and other adjustments 93 67 Deferred income 51 44 Federal, state, and foreign net operating losses 290 260 Other 95 120 Total gross deferred tax assets 1,879 2,071 Valuation allowance (369) (377) Total deferred tax assets, net of valuation allowance 1,510 1,694 Deferred tax liabilities: Depreciation and amortization (246) (265) Operating lease assets (881) (1,000) Unremitted earnings of certain foreign subsidiaries (1) (1) Unrealized net gain on cash flow hedges (1) (3) Other (10) (11) Total deferred tax liabilities (1,139) (1,280) Net deferred tax assets $ 371 $ 414 |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | The activity related to our unrecognized tax benefits is as follows: Fiscal Year ($ in millions) 2022 2021 2020 Balance at beginning of fiscal year $ 359 $ 340 $ 152 Increases related to current year tax positions 11 26 165 Prior year tax positions: Increases 1 7 40 Decreases (24) (9) (4) Lapse of Statute of Limitations — (1) (1) Cash settlements (2) (2) (14) Foreign currency translation (1) (2) 2 Balance at end of fiscal year $ 344 $ 359 $ 340 |
Goodwill and Trade Names (Table
Goodwill and Trade Names (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following goodwill and other intangible assets are included in other long-term assets on the Consolidated Balance Sheets: ($ in millions) January 28, January 29, Goodwill $ 207 $ 207 Trade names $ 54 $ 54 Intangible assets subject to amortization $ 54 $ 54 Less: Accumulated amortization (27) (18) Intangible assets subject to amortization, net $ 27 $ 36 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt recorded on the Consolidated Balance Sheets consists of the following: ($ in millions) January 28, 2023 January 29, 2022 2029 Notes $ 750 $ 750 2031 Notes 750 750 Less: Unamortized debt issuance costs (14) (16) Total long-term debt $ 1,486 $ 1,484 |
Schedule of Maturities of Long-term Debt | The scheduled maturity of the Senior Notes is as follows: ($ in millions) Principal Interest Rate Interest Payments October 1, 2029 (1) $ 750 3.625% Semi-Annual October 1, 2031 (2) 750 3.875% Semi-Annual Total issuance $ 1,500 __________ (1) Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices. (2) Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets And Liabilities Measured At Fair Value On Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents held at amortized cost are as follows: Fair Value Measurements at Reporting Date Using ($ in millions) January 28, 2023 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 15 $ — $ 15 $ — Derivative financial instruments 11 — 11 — Deferred compensation plan assets 34 34 — — Other assets 4 — — 4 Total $ 64 $ 34 $ 26 $ 4 Liabilities: Derivative financial instruments $ 20 $ — $ 20 $ — Fair Value Measurements at Reporting Date Using ($ in millions) January 29, 2022 Quoted Prices in Significant Other Significant Assets: Cash equivalents $ 27 $ — $ 27 $ — Derivative financial instruments 16 — 16 — Deferred compensation plan assets 40 40 — — Other assets 4 — — 4 Total $ 87 $ 40 $ 43 $ 4 Liabilities: Derivative financial instruments $ 2 $ — $ 2 $ — |
Long Lived Assets Impairment [Table Text Block] | We recorded the following long-lived asset impairment charges in operating expenses on the Consolidated Statements of Operations: Fiscal Year ($ in millions) 2022 2021 2020 Operating lease assets (1) $ 33 $ 8 $ 391 Store assets (2) 18 1 135 Other indefinite-lived intangible assets (3) — — 31 Total impairment charges of long-lived and indefinite-lived assets $ 51 $ 9 $ 557 __________ (1) The impairment charge reduced the then carrying amount of the applicable operating lease assets of $248 million, $24 million, and $1,635 million to their fair value of $215 million, $16 million, and $1,244 million during fiscal 2022, 2021, and 2020, respectively. (2) The impairment charge reduced the then carrying amount of the applicable store assets of $21 million, $1 million, and $143 million to their fair value of $3 million, zero, and $8 million during fiscal 2022, 2021, and 2020, respectively. (3) The impairment charge reduced the then carrying amount of the Intermix trade name of $38 million to its fair value of $7 million during fiscal 2020. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign Exchange Forward Contracts Outstanding | As of January 28, 2023 and January 29, 2022, we had foreign exchange forward contracts outstanding in the following notional amounts: ($ in millions) January 28, January 29, Derivatives designated as cash flow hedges $ 441 $ 524 Derivatives not designated as hedging instruments 645 702 Total $ 1,086 $ 1,226 |
Fair Values of Asset and Liability Derivative Financial Instruments | The fair values of foreign exchange forward contracts are as follows: ($ in millions) January 28, January 29, Derivatives designated as cash flow hedges: Other current assets $ 9 $ 10 Accrued expenses and other current liabilities 5 — Derivatives not designated as hedging instruments: Other current assets 2 6 Accrued expenses and other current liabilities 15 2 Total derivatives in an asset position $ 11 $ 16 Total derivatives in a liability position $ 20 $ 2 |
Effects of Derivative Financial Instruments on OCI and Consolidated Statements of Income | The pre-tax amounts recognized in net income (loss) related to derivative instruments are as follows: Location and Amount of (Gain) Loss Recognized in Income (Loss) Fiscal Year 2022 Fiscal Year 2021 Fiscal Year 2020 ($ in millions) Cost of goods sold and occupancy expenses Operating expenses 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 on the Consolidated Statements of Operations in which the effects of derivatives are recorded $ 10,257 $ 5,428 $ 10,033 $ 5,827 $ 9,095 $ 5,567 (Gain) loss recognized in net income (loss): Derivatives designated as cash flow hedges $ (33) $ — $ 15 $ — $ (13) $ — Derivatives not designated as hedging instruments — (57) — (18) — 15 Total (gain) loss recognized in net income (loss) $ (33) $ (57) $ 15 $ (18) $ (13) $ 15 |
Common Stock (Share Repurchases
Common Stock (Share Repurchases) (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Share Repurchase Activity | Share repurchase activity is as follows: Fiscal Year ($ and shares in millions except average per share cost) 2022 2021 2020 Number of shares repurchased (1) 11 9 — Total cost $ 123 $ 201 $ — Average per share cost including commissions $ 11.59 $ 23.47 $ — __________ (1) Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-Based Compensation Expense | Share-based compensation expense is as follows: Fiscal Year ($ in millions) 2022 2021 2020 Stock units $ 26 $ 122 $ 62 Stock options 7 13 12 Employee stock purchase plan 4 4 3 Share-based compensation expense 37 139 77 Less: Income tax benefit (14) (23) (15) Share-based compensation expense, net of tax $ 23 $ 116 $ 62 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair value of stock options issued to employees during fiscal 2022, 2021, and 2020 was estimated on the date of grant using the following assumptions: Fiscal Year 2022 2021 2020 Expected term (in years) 4.6 4.5 4.5 Expected volatility 51.7 % 56.9 % 46.9 % Dividend yield 4.0 % 1.8 % 1.6 % Risk-free interest rate 2.5 % 0.6 % 0.4 % |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Information about stock options outstanding and exercisable as of January 28, 2023 is as follows: Intrinsic Value as of January 28, 2023 Number of Weighted- Weighted- Options Outstanding $ 11 7,825,433 5.8 $ 20.75 Options Exercisable $ 5 4,933,903 4.6 $ 23.97 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of stock option activity under the 2016 Plan for fiscal 2022 is as follows: Shares Weighted- Balance as of January 29, 2022 10,689,824 $ 21.17 Granted 1,433,388 $ 13.92 Exercised (563,236) $ 7.41 Forfeited/Expired (3,734,543) $ 21.35 Balance as of January 28, 2023 7,825,433 $ 20.75 |
Additional Information About Stock Unit Activity [Table Text Block] | A summary of additional information about stock options is as follows: Fiscal Year ($ in millions except per share amounts) 2022 2021 2020 Weighted-average fair value per share of stock options granted $ 4.66 $ 12.35 $ 3.28 Aggregate intrinsic value of stock options exercised $ 2 $ 20 $ — Fair value of stock options vested $ 13 $ 13 $ 13 |
Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | A summary of Stock Unit activity under the 2016 Plan for fiscal 2022 is as follows: Shares Weighted-Average Balance as of January 29, 2022 13,129,235 $ 22.03 Granted 7,156,024 $ 11.54 Granted, with vesting subject to performance and market conditions 3,612,861 $ 12.66 Vested (4,145,665) $ 20.06 Forfeited (4,750,464) $ 19.01 Balance as of January 28, 2023 15,001,991 $ 16.27 |
Additional Information About Stock Unit Activity [Table Text Block] | A summary of additional information about Stock Units is as follows: Fiscal Year ($ in millions except per share amounts) 2022 2021 2020 Weighted-average fair value per share of Stock Units granted $ 11.92 $ 31.28 $ 11.22 Fair value of Stock Units vested $ 83 $ 62 $ 65 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | Net lease cost recognized on our Consolidated Statements of Operations is summarized as follows: Fiscal Year ($ in millions) 2022 2021 Operating lease cost $ 825 $ 947 Variable lease cost 447 428 Sublease (income) loss (1) 1 Net lease cost $ 1,271 $ 1,376 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | As of January 28, 2023, the maturities of lease liabilities based on the total minimum lease commitment amount including options to extend lease terms that are reasonably certain of being exercised are as follows: ($ in millions) Fiscal Year 2023 $ 866 2024 764 2025 648 2026 559 2027 485 Thereafter 1,967 Total minimum lease payments 5,289 Less: Interest (1,105) Present value of operating lease liabilities 4,184 Less: Current portion of operating lease liabilities (667) Long-term operating lease liabilities $ 3,517 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Earnings Per Share [Abstract] | |
Weighted-Average Number of Shares | Weighted-average number of shares used for earnings (loss) per share is as follows: Fiscal Year (shares in millions) 2022 2021 2020 Weighted-average number of shares—basic 367 376 374 Common stock equivalents (1) — 7 — Weighted-average number of shares—diluted 367 383 374 __________ (1) For fiscal 2022 and 2020, the dilutive impact of outstanding options and awards was excluded from dilutive shares as a result of the Company’s net loss for the respective periods. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jan. 28, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] | Long-lived assets, excluding long-term deferred tax assets, by geographic location are as follows: ($ in millions) January 28, January 29, 2022 U.S. (1) $ 5,726 $ 6,164 Other regions 672 1,018 Total long-lived assets $ 6,398 $ 7,182 __________ (1) U.S. includes the United States and Puerto Rico. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies Other Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Accounting Policies [Abstract] | |||
Payroll, benefits, and other administrative expenses for our distribution centers recorded in operating expenses | $ 386 | $ 379 | $ 358 |
Research and Development Expense | 46 | 41 | 46 |
Advertising expense | $ 1,039 | $ 1,115 | $ 816 |
Latest Lease Expiration Date | 2048 | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated property and equipment useful lives | 15 years | ||
Furniture and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated property and equipment useful lives | 10 years | ||
Software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated property and equipment useful lives | 7 years | ||
Building and Building Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated property and equipment useful lives | 39 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies Foreign Exchange Gain/Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Accounting Policies [Abstract] | |||
Foreign currency transaction gain (loss) | $ (59) | $ (18) | $ 23 |
Realized and unrealized gain (loss) from certain derivative financial instruments | 57 | 18 | (15) |
Net foreign exchange gain (loss) | $ (2) | $ 0 | $ 8 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 1,215 | $ 877 | $ 1,988 | |
Restricted Cash, Current | 32 | 0 | 4 | |
Restricted Cash, Noncurrent | 26 | 25 | 24 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 1,273 | $ 902 | $ 2,016 | $ 1,381 |
Additional Financial Statemen_3
Additional Financial Statement Information Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Additional Financial Statement Information [Abstract] | ||||
Cash | [1] | $ 1,200 | $ 850 | |
Time Deposits, at Carrying Value | 15 | 27 | ||
Cash and cash equivalents | 1,215 | 877 | $ 1,988 | |
Amount in transit from banks for customer credit and debit card transactions | $ 60 | $ 64 | ||
[1]Cash includes $60 million and $64 million of amounts in transit from banks for customer credit card and debit card transactions as of January 28, 2023 and January 29, 2022, respectively |
Additional Financial Statemen_4
Additional Financial Statement Information Other Current Assets (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | |
Other Current Assets [Line Items] | |||
Prepaid income taxes | [1] | $ 150 | $ 491 |
Accounts Receivable, after Allowance for Credit Loss, Current | 340 | 399 | |
Prepaid minimum rent and occupancy expenses | 106 | 110 | |
Assets Held-for-sale, Not Part of Disposal Group | [2] | 172 | 49 |
Right of return asset | 46 | 49 | |
Derivative financial instruments | 11 | 16 | |
Other | 188 | 156 | |
Other current assets | $ 1,013 | $ 1,270 | |
[1]The decrease is primarily due to receipt of tax refunds during fiscal 2022 related to fiscal 2020 net operating loss carryback claims.[2]The Company reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. See Notes 17 and 18 of Notes to Consolidated Financial Statements for related disclosures. |
Additional Financial Statemen_5
Additional Financial Statement Information Property and Equipment (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 7,525 | $ 8,108 |
Less: Accumulated depreciation | (4,837) | (5,071) |
Property and equipment, net of accumulated depreciation | 2,688 | 3,037 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 2,833 | 2,789 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 2,270 | 2,487 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,142 | 1,072 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,103 | 1,416 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 177 | $ 344 |
Additional Financial Statemen_6
Additional Financial Statement Information Other Long-Term Assets (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Additional Financial Statement Information [Abstract] | ||
Long-Term Tax-Related Assets | $ 480 | $ 444 |
Goodwill | 207 | 207 |
Trade names | 54 | 54 |
Intangible Assets, Net (Excluding Goodwill) | 27 | 36 |
Other | 140 | 143 |
Other long-term assets | $ 908 | $ 884 |
Additional Financial Statemen_7
Additional Financial Statement Information Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Accrued Expense and Other Current Liabilities [Line Items] | ||||
Accrued compensation and benefits | $ 243 | $ 477 | ||
Contract with Customer, Liability | 354 | 345 | $ 231 | |
Customer Refund Liability, Current | 84 | 97 | ||
Accrued Advertising, Current | 44 | 62 | ||
Deferred Interest, Current | 22 | 21 | ||
Derivative Liability, Current | 20 | 2 | ||
Disposal Group, Including Discontinued Operation, Liabilities, Current | [1] | 126 | 0 | |
Other Accrued Liabilities, Current | 326 | 363 | ||
Accrued expenses and other current liabilities | $ 1,219 | $ 1,367 | ||
[1]The Company reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. See Note 17 of Notes to Consolidated Financial Statements for related disclosures. |
Additional Financial Statemen_8
Additional Financial Statement Information Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | |
Additional Financial Statement Information [Abstract] | |||
Long-term income tax-related liabilities | $ 327 | $ 198 | |
Long-term asset retirement obligations | [1] | 38 | 48 |
Deferred Rent Credit, Noncurrent | 27 | 34 | |
Other | 152 | 165 | |
Other long-term liabilities | $ 544 | $ 445 | |
[1]The net activity related to asset retirement obligations includes adjustments to the asset retirement obligation balance and fluctuations in foreign currency exchange rates. |
Additional Financial Statemen_9
Additional Financial Statement Information Additional Financial Statement Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Additional Financial Statement Information [Abstract] | |||
Depreciation | $ 531 | $ 502 | $ 505 |
Interest Costs Capitalized | $ 7 | $ 7 | $ 9 |
Disaggregation Revenue (Details
Disaggregation Revenue (Details) - USD ($) | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | ||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 15,616,000,000 | $ 16,670,000,000 | $ 13,800,000,000 | |
Store Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | [1] | 9,651,000,000 | 10,239,000,000 | 7,522,000,000 |
Online Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | [2] | $ 5,965,000,000 | $ 6,431,000,000 | $ 6,278,000,000 |
[1]Store sales primarily include sales made at our Company-operated stores and franchise sales. Fiscal 2020 store sales were negatively impacted by the COVID-19 pandemic.[2]Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores and net sales from revenue-generating strategic initiatives. |
Net Sales by Brand and Region (
Net Sales by Brand and Region (Details) - USD ($) | 12 Months Ended | ||||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | $ 15,616,000,000 | $ 16,670,000,000 | $ 13,800,000,000 | ||||
Old Navy [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 8,234,000,000 | 9,082,000,000 | 7,536,000,000 | ||||
Gap Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 3,774,000,000 | 4,063,000,000 | 3,388,000,000 | ||||
Banana Republic Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 2,116,000,000 | 1,976,000,000 | 1,462,000,000 | ||||
Athleta [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 1,480,000,000 | 1,447,000,000 | 1,135,000,000 | ||||
Other entities | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 12,000,000 | [1] | 102,000,000 | [2] | 279,000,000 | [2] | |
U.S. | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | [3] | 13,201,000,000 | 14,117,000,000 | 11,650,000,000 | |||
U.S. | Old Navy [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | [3] | 7,471,000,000 | 8,272,000,000 | 6,898,000,000 | |||
U.S. | Gap Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | [3] | 2,461,000,000 | 2,608,000,000 | 2,099,000,000 | |||
U.S. | Banana Republic Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | [3] | 1,829,000,000 | 1,703,000,000 | 1,242,000,000 | |||
U.S. | Athleta [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | [3] | 1,428,000,000 | 1,432,000,000 | 1,135,000,000 | |||
U.S. | Other entities | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | [3] | 12,000,000 | [1] | 102,000,000 | [2] | 276,000,000 | [2] |
Canada | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 1,236,000,000 | 1,252,000,000 | 972,000,000 | ||||
Canada | Old Navy [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 679,000,000 | 713,000,000 | 578,000,000 | ||||
Canada | Gap Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 332,000,000 | 349,000,000 | 261,000,000 | ||||
Canada | Banana Republic Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 192,000,000 | 178,000,000 | 130,000,000 | ||||
Canada | Athleta [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 33,000,000 | 12,000,000 | 0 | ||||
Canada | Other entities | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 0 | [1] | 0 | [2] | 3,000,000 | [2] | |
Europe | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 209,000,000 | 340,000,000 | 329,000,000 | ||||
Europe | Old Navy [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 2,000,000 | 2,000,000 | 0 | ||||
Europe | Gap Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 198,000,000 | 328,000,000 | 319,000,000 | ||||
Europe | Banana Republic Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 5,000,000 | 8,000,000 | 10,000,000 | ||||
Europe | Athleta [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 4,000,000 | 2,000,000 | 0 | ||||
Europe | Other entities | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 0 | [1] | 0 | [2] | 0 | [2] | |
Asia | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 672,000,000 | 730,000,000 | 710,000,000 | ||||
Asia | Old Navy [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 1,000,000 | 2,000,000 | 4,000,000 | ||||
Asia | Gap Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 606,000,000 | 658,000,000 | 642,000,000 | ||||
Asia | Banana Republic Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 65,000,000 | 70,000,000 | 64,000,000 | ||||
Asia | Athleta [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 0 | 0 | 0 | ||||
Asia | Other entities | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 0 | [1] | 0 | [2] | 0 | [2] | |
Other Regions | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 298,000,000 | 231,000,000 | 139,000,000 | ||||
Other Regions | Old Navy [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 81,000,000 | 93,000,000 | 56,000,000 | ||||
Other Regions | Gap Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 177,000,000 | 120,000,000 | 67,000,000 | ||||
Other Regions | Banana Republic Global | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 25,000,000 | 17,000,000 | 16,000,000 | ||||
Other Regions | Athleta [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 15,000,000 | 1,000,000 | 0 | ||||
Other Regions | Other entities | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | $ 0 | [1] | $ 0 | [2] | $ 0 | [2] | |
[1]Primarily consists of net sales from revenue-generating strategic initiatives.[2]Primarily consists of net sales for the Intermix and Janie and Jack brands, as well as other revenue-generating strategic initiatives. The divestiture of Janie and Jack was completed on April 8, 2021. The divestiture of Intermix was completed on May 21, 2021. Fiscal 2020 results also include results from the Hill City brand, which was closed in January 2021.[3]U.S. includes the United States and Puerto Rico. Fiscal 2020 results also include Guam. |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with Customer, Liability | $ 354 | $ 345 | $ 231 |
Contract with Customer, Liability, Revenue Recognized | 241 | $ 157 | |
Liabilities, Other than Long-term Debt, Noncurrent | $ 60 |
Income Taxes Income Taxes - Com
Income Taxes Income Taxes - Components Of Income Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (280) | $ 217 | $ (928) |
Foreign | 141 | 106 | (174) |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | $ (139) | $ 323 | $ (1,102) |
Income Taxes Income Taxes - Tax
Income Taxes Income Taxes - Tax Provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | $ (35) | $ 46 | $ (337) |
State | 6 | 38 | (21) |
Foreign | 50 | 44 | 58 |
Total current | 21 | 128 | (300) |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | 24 | (50) | (94) |
State | 15 | (23) | (56) |
Foreign | 3 | 12 | 13 |
Total deferred | 42 | (61) | (137) |
Income Tax Expense (Benefit), Total | $ 63 | $ 67 | $ (437) |
Income Taxes Income Taxes - Eff
Income Taxes Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | ||
Income Tax Disclosure [Abstract] | ||||
Federal statutory tax rate | 21% | 21% | 21% | |
State and local income taxes, net of federal benefit | (13.70%) | 5.30% | 4.70% | |
Tax impact of foreign operations | (28.10%) | (2.50%) | 1.40% | |
Effective Income Tax Rate Reconciliation Impact Related To CARES Act | 0 | (0.056) | 0.111 | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | [1] | (3.60%) | 7.40% | (12.10%) |
Effective Income Tax Rate Reconciliation, Disposition of Business, Percent | (21.60%) | (6.40%) | 0% | |
Effective Income Tax Rate Reconciliation, Legal Entity Changes, Percent | 0 | 0 | 0.134 | |
Other | 0.70% | 1.50% | 0.20% | |
Effective tax rate | (45.30%) | 20.70% | 39.70% | |
[1]Beginning in fiscal 2022, we have made a change for all periods presented to separately disclose valuation allowances as its own line item. Previously, the impact of valuation allowances were grouped within various line items in fiscal 2021 and fiscal 2020. |
Income Taxes Income Taxes - Def
Income Taxes Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Gross deferred tax assets: | ||
Deferred Tax Asset Operating Lease Liability | $ 1,126 | $ 1,277 |
Deferred Tax Assets Accrued Payroll And Related Benefits | 44 | 111 |
Deferred Tax Assets Nondeductible Accruals | 180 | 192 |
Deferred Tax Assets, Inventory | 93 | 67 |
Deferred Tax Assets, Deferred Income | 51 | 44 |
Deferred Tax Assets, Operating Loss Carryforwards | 290 | 260 |
Deferred Tax Assets, Other | 95 | 120 |
Deferred Tax Assets, Gross, Total | 1,879 | 2,071 |
Deferred Tax Assets, Valuation Allowance | (369) | (377) |
Deferred Tax Assets, Net of Valuation Allowance, Total | 1,510 | 1,694 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Depreciation and amortization | (246) | (265) |
Deferred Tax Liabilities Operating Lease Asset | (881) | (1,000) |
Unremitted earnings of certain foreign subsidiaries | (1) | (1) |
Unrealized net gain on cash flow hedges | (1) | (3) |
Other | (10) | (11) |
Deferred Tax Liabilities, Gross, Total | 1,139 | 1,280 |
Deferred Tax Assets, Net, Total | $ 371 | $ 414 |
Income Taxes Income Taxes - Unr
Income Taxes Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of fiscal year | $ 359 | $ 340 | $ 152 |
Increases related to current year tax positions | 11 | 26 | 165 |
Prior year tax positions: | |||
Increases | 1 | 7 | 40 |
Decreases | (24) | (9) | (4) |
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | 0 | (1) | (1) |
Cash settlements | (2) | (2) | (14) |
Foreign currency translation | (1) | (2) | 2 |
Balance at end of fiscal year | $ 344 | $ 359 | $ 340 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | $ 0 | $ 0 | ||
Deferred Tax Assets, Valuation Allowance | 369 | 377 | ||
Benefit related to CARES carryback provision | $ 122 | |||
Benefit related to legal entity structure changes | 113 | |||
Expense related to held-for-sale classification of Gap China business | 37 | |||
Unrecognized Tax Benefits | 344 | 359 | 340 | $ 152 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 326 | 339 | 323 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 12 | 6 | 12 | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 43 | 31 | ||
Benefit related to CARES carryback provision | 122 | |||
Benefit related to legal entity structure changes | $ 113 | |||
Benefit To Income Taxes If Decrease In Gross Unrecognized Tax Benefits Within 12 Months Are Recognized | 21 | |||
Benefit related to finalization of NOL Carryback from CARES Act | 18 | |||
Benefit related to divestiture activity | $ 21 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 1,133 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 876 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 257 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 67 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 67 | |||
Deferred Tax Assets, Valuation Allowance | 369 | |||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 950 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 392 | |||
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 558 |
Income Taxes Income Tax Items (
Income Taxes Income Tax Items (Details) $ in Millions | Jan. 28, 2023 USD ($) |
Foreign Tax Authority [Member] | |
Income Tax Items [Line Items] | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | $ 18 |
Operating Loss Carryforwards | 950 |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 558 |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 392 |
Domestic Tax Authority [Member] | |
Income Tax Items [Line Items] | |
Operating Loss Carryforwards | 67 |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 67 |
State and Local Jurisdiction [Member] | |
Income Tax Items [Line Items] | |
Operating Loss Carryforwards | 1,133 |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 257 |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 876 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | 12 Months Ended |
Jan. 29, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination, Consideration Transferred | $ 147 |
Goodwill, Acquired During Period | 108 |
Finite-lived Intangible Assets Acquired | $ 39 |
Goodwill and Trade Names Table
Goodwill and Trade Names Table (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Goodwill [Line Items] | ||
Goodwill | $ 207 | $ 207 |
Indefinite-Lived Trade Names | 54 | 54 |
Finite-Lived Intangible Assets, Gross | 54 | 54 |
Finite-Lived Intangible Assets, Accumulated Amortization | (27) | (18) |
Finite-Lived Intangible Assets, Net | $ 27 | $ 36 |
Goodwill and Trade Names - Addi
Goodwill and Trade Names - Additional Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | ||
Goodwill [Line Items] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | $ 0 | $ 31 | [1] |
Finite-Lived Intangible Assets, Remaining Amortization Period | 5 years | |||
Amortization of Intangible Assets | 9 | $ 2 | 2 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | 0 | |
Intermix [Member] | ||||
Goodwill [Line Items] | ||||
Indefinite Lived Trade Name | 38 | |||
Indefinite Lived Trade Name at Fair Value | 7 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 31 | |||
[1]The impairment charge reduced the then carrying amount of the Intermix trade name of $38 million to its fair value of $7 million during fiscal 2020. |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Unamortized Debt Issuance Expense | $ (14) | $ (16) | ||
Notes Payable | 1,486 | 1,484 | ||
Aggregate principal amount of notes issued | 1,500 | |||
2021 notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of notes issued | $ 1,250 | |||
2029 Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of notes issued | 750 | [1] | 750 | |
2031 Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of notes issued | $ 750 | [2] | $ 750 | |
[1]Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.[2]Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices. |
Long Term Debt Maturities Table
Long Term Debt Maturities Table (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | |
Debt Disclosure [Abstract] | |||
Aggregate principal amount of notes issued | $ 1,500 | ||
Debt Instrument [Line Items] | |||
Aggregate principal amount of notes issued | 1,500 | ||
2029 Notes | |||
Debt Disclosure [Abstract] | |||
Aggregate principal amount of notes issued | $ 750 | [1] | $ 750 |
Notes, interest rate | 3.625% | ||
Debt Instrument [Line Items] | |||
Notes, interest rate | 3.625% | ||
Aggregate principal amount of notes issued | $ 750 | [1] | 750 |
2031 Notes | |||
Debt Disclosure [Abstract] | |||
Aggregate principal amount of notes issued | $ 750 | [2] | 750 |
Notes, interest rate | 3.875% | ||
Debt Instrument [Line Items] | |||
Notes, interest rate | 3.875% | ||
Aggregate principal amount of notes issued | $ 750 | [2] | $ 750 |
[1]Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.[2]Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices. |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | Apr. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | $ 350 | $ 0 | ||
Estimated fair value | 1,150 | |||
Gain (Loss) on Extinguishment of Debt | 0 | (325) | $ (58) | |
Extinguishment of Debt, Amount | 1,900 | |||
Gain (Loss) on Extinguishment of Debt | 0 | (325) | (58) | |
Aggregate principal amount of notes issued | 1,500 | |||
ABL Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Letters of Credit Outstanding, Amount | 49 | |||
Line of Credit Facility, Amount Outstanding | 350 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 2,200 | $ 1,867.5 | ||
Foreign Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Amount Outstanding | 0 | |||
Bank Guarantees Related to Leases | 7 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 22 | |||
2021 notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of notes issued | $ 1,250 | |||
Tender Premiums | ||||
Debt Instrument [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | (253) | |||
Gain (Loss) on Extinguishment of Debt | (253) | |||
Make Whole Premiums | ||||
Debt Instrument [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | (40) | |||
Gain (Loss) on Extinguishment of Debt | (40) | |||
Unamortized Debt Issuance Costs | ||||
Debt Instrument [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | (28) | |||
Gain (Loss) on Extinguishment of Debt | $ (28) |
ABL Facility Addition Informati
ABL Facility Addition Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Apr. 30, 2022 | Jan. 29, 2022 | |
Debt Instrument [Line Items] | |||
Line of Credit Facility, Amount Outstanding | $ 350 | $ 0 | |
Unamortized Debt Issuance Expense | $ (14) | $ (16) | |
ABL Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,200 | $ 1,867.5 | |
Letters of Credit Outstanding, Amount | 49 | ||
Line of Credit Facility, Amount Outstanding | 350 | ||
Unamortized Debt Issuance Expense | $ (6) | ||
Credit Adjustment Spread | ABL Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.10% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Assets: | ||
Cash equivalents | $ 15 | $ 27 |
Derivative financial instruments | 11 | 16 |
Deferred compensation plan assets | 34 | 40 |
Debt Securities, Available-for-sale | 4 | 4 |
Assets, Fair Value Disclosure | 64 | 87 |
Liabilities: | ||
Derivative Liability, Fair Value, Gross Liability | 20 | 2 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Deferred compensation plan assets | 34 | 40 |
Debt Securities, Available-for-sale | 0 | 0 |
Assets, Fair Value Disclosure | 34 | 40 |
Liabilities: | ||
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash equivalents | 15 | 27 |
Derivative financial instruments | 11 | 16 |
Deferred compensation plan assets | 0 | 0 |
Debt Securities, Available-for-sale | 0 | 0 |
Assets, Fair Value Disclosure | 26 | 43 |
Liabilities: | ||
Derivative Liability, Fair Value, Gross Liability | 20 | 2 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Debt Securities, Available-for-sale | 4 | 4 |
Assets, Fair Value Disclosure | 4 | 4 |
Liabilities: | ||
Derivative Liability, Fair Value, Gross Liability | $ 0 | $ 0 |
Fair Value Measurements Long Li
Fair Value Measurements Long Lived Assets Impairment (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |||
Long Lived Assets [Line Items] | |||||
Impairment of store assets | $ 18 | $ 1 | $ 135 | ||
Goodwill, Impairment Loss | 0 | 0 | 0 | ||
Total Impairment Charges | 51 | 9 | 557 | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | 0 | 31 | [1] | |
Intermix [Member] | |||||
Long Lived Assets [Line Items] | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 31 | ||||
Indefinite Lived Trade Name | 38 | ||||
Indefinite Lived Trade Name at Fair Value | 7 | ||||
Operating lease Impairment [Member] | |||||
Long Lived Assets [Line Items] | |||||
Long Lived Asset at Carrying Value | 248 | 24 | 1,635 | ||
Impaired Asset at Fair Value | 215 | 16 | 1,244 | ||
Total Impairment Charges | [2] | 33 | 8 | 391 | |
Operating lease Impairment [Member] | Intermix [Member] | |||||
Long Lived Assets [Line Items] | |||||
Total Impairment Charges | 21 | ||||
Store Assets [Member] | |||||
Long Lived Assets [Line Items] | |||||
Long Lived Asset at Carrying Value | 21 | 1 | 143 | ||
Impaired Asset at Fair Value | 3 | 0 | 8 | ||
Total Impairment Charges | [3] | $ 18 | $ 1 | 135 | |
Store Assets [Member] | Intermix [Member] | |||||
Long Lived Assets [Line Items] | |||||
Total Impairment Charges | $ 4 | ||||
[1]The impairment charge reduced the then carrying amount of the Intermix trade name of $38 million to its fair value of $7 million during fiscal 2020.[2]The impairment charge reduced the then carrying amount of the applicable operating lease assets of $248 million, $24 million, and $1,635 million to their fair value of $215 million, $16 million, and $1,244 million during fiscal 2022, 2021, and 2020, respectively.[3]The impairment charge reduced the then carrying amount of the applicable store assets of $21 million, $1 million, and $143 million to their fair value of $3 million, zero, and $8 million during fiscal 2022, 2021, and 2020, respectively. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |||
Fair Value Of Financial Instruments [Line Items] | |||||
Total Impairment Charges | $ 51 | $ 9 | $ 557 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases, Sales, Issues, Settlements | 0 | 0 | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | 0 | 31 | [1] | |
Intermix [Member] | |||||
Fair Value Of Financial Instruments [Line Items] | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 31 | ||||
Store Assets [Member] | |||||
Fair Value Of Financial Instruments [Line Items] | |||||
Total Impairment Charges | [2] | 18 | 1 | 135 | |
Store Assets [Member] | Intermix [Member] | |||||
Fair Value Of Financial Instruments [Line Items] | |||||
Total Impairment Charges | 4 | ||||
Operating lease Impairment [Member] | |||||
Fair Value Of Financial Instruments [Line Items] | |||||
Total Impairment Charges | [3] | $ 33 | $ 8 | 391 | |
Operating lease Impairment [Member] | Intermix [Member] | |||||
Fair Value Of Financial Instruments [Line Items] | |||||
Total Impairment Charges | $ 21 | ||||
[1]The impairment charge reduced the then carrying amount of the Intermix trade name of $38 million to its fair value of $7 million during fiscal 2020.[2]The impairment charge reduced the then carrying amount of the applicable store assets of $21 million, $1 million, and $143 million to their fair value of $3 million, zero, and $8 million during fiscal 2022, 2021, and 2020, respectively.[3]The impairment charge reduced the then carrying amount of the applicable operating lease assets of $248 million, $24 million, and $1,635 million to their fair value of $215 million, $16 million, and $1,244 million during fiscal 2022, 2021, and 2020, respectively. |
Derivative Financial Instrume_3
Derivative Financial Instruments - Foreign Exchange Contracts Outstanding to Sell Various Currencies (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 1,086 | $ 1,226 |
Derivatives in cash flow hedging relationships | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | 441 | 524 |
Not Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 645 | $ 702 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Values of Asset and Liability Derivative Financial Instruments (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Derivatives, Fair Value [Line Items] | ||
Total derivative instruments, assets | $ 11 | $ 16 |
Total derivative instruments, liabilities | 20 | 2 |
Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total derivative instruments, assets | 11 | 16 |
Total derivative instruments, liabilities | 20 | 2 |
Foreign exchange forward contracts | Derivatives in cash flow hedging relationships | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivative instruments, assets | 9 | 10 |
Foreign exchange forward contracts | Derivatives in cash flow hedging relationships | Accrued Liabilities Current [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivative instruments, liabilities | 5 | 0 |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivative instruments, assets | 2 | 6 |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | Accrued Liabilities Current [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total derivative instruments, liabilities | $ 15 | $ 2 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Effects Of Derivative Financial Instruments On OCI And Consolidated Statements Of Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amounts Subject to Enforceable Master Netting Arrangements | $ 0 | $ 0 | |
Operating expenses | 5,428 | 5,827 | $ 5,567 |
Cost of goods sold and occupancy expenses | 10,257 | 10,033 | 9,095 |
Cost of Goods Sold and Occupancy Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (33) | 15 | (13) |
Operating expenses | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (57) | (18) | 15 |
Foreign exchange forward contracts | Cost of Goods Sold and Occupancy Expense | Derivatives not designated as hedging instruments | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | 0 | 0 | 0 |
Foreign exchange forward contracts | Cost of Goods Sold and Occupancy Expense | Derivatives in cash flow hedging relationships | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (33) | 15 | (13) |
Foreign exchange forward contracts | Operating expenses | Derivatives not designated as hedging instruments | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | (57) | (18) | 15 |
Foreign exchange forward contracts | Operating expenses | Derivatives in cash flow hedging relationships | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net | $ 0 | $ 0 | $ 0 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Derivative [Line Items] | ||
Amounts Subject to Enforceable Master Netting Arrangements | $ 0 | $ 0 |
Common Stock (Share Repurchase
Common Stock (Share Repurchase Activity) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||||
Number of shares repurchased (in shares) | 11 | [1] | 9 | [1] | 0 |
Total cost | $ 123 | $ 201 | $ 0 | ||
Average per share cost including commissions (in dollars per share) | $ 11.59 | $ 23.47 | $ 0 | ||
[1]Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units. |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) $ / shares in Units, shares in Thousands, $ in Millions | Jan. 28, 2023 USD ($) Votes_per_share $ / shares shares | Jan. 29, 2022 shares | Feb. 26, 2019 USD ($) |
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 2,300,000 | 2,300,000 | |
Common stock, shares issued (in shares) | 366,000 | 371,000 | |
Preferred stock, shares authorized (in shares) | 30,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.05 | ||
Preferred stock, shares issued (in shares) | 0 | ||
Share repurchases, authorized amount | $ | $ 1,000 | ||
Share repurchases, remaining amount | $ | $ 476 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 60,000 | ||
Common Stock Votes Per Share | Votes_per_share | 6 | ||
Common stock, shares issued (in shares) | 0 |
Share-Based Compensation - Tota
Share-Based Compensation - Total Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 37 | $ 139 | $ 77 |
Less: Income tax benefit | (14) | (23) | (15) |
Share-based compensation expense, net of tax | 23 | 116 | 62 |
Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 26 | 122 | 62 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 7 | 13 | 12 |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 4 | $ 4 | $ 3 |
Share-Based Compensation Share-
Share-Based Compensation Share-Based Compensation - Stock Unit Activity (Details) - Stock Units [Member] - $ / shares | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock Units Outstandings, Shares | 15,001,991 | 13,129,235 |
Stock Units Granted, Shares | 7,156,024 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period with Vesting subject to performance and market conditions | 3,612,861 | |
Stock Units Vested, Shares | (4,145,665) | |
Stock Units Forfeited, Shares | (4,750,464) | |
Stock Units Outstanding, Weighted-Average Grant-Date Fair Value | $ 16.27 | $ 22.03 |
Granted, Weighted-Average Grant-Date Fair Value | 11.54 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants w Vesting subject to performance and market conditions, Wt Avg Grant Date Fair Value | 12.66 | |
Vested, Weighted-Average Grant-Date Fair Value | 20.06 | |
Forfeited, Weighted-Average Grant-Date Fair Value | $ 19.01 |
Share-Based Compensation Shar_2
Share-Based Compensation Share-Based Compensation - Additional Information About Stock Unit Activity (Details) - Stock Units [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Fair Value Per Share of Stock Units Granted Including Those Subject to Performance Conditions | $ 11.92 | $ 31.28 | $ 11.22 |
Fair value of Stock Units vested | $ 83 | $ 62 | $ 65 |
Share-Based Compensation Shar_3
Share-Based Compensation Share-Based Compensation - Payment Awards, Stock Options, Valuation Assumptions (Details) - Stock Options [Member] | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 7 months 6 days | 4 years 6 months | 4 years 6 months |
Expected volatility | 51.70% | 56.90% | 46.90% |
Dividend yield | 4% | 1.80% | 1.60% |
Risk-free interest rate | 2.50% | 0.60% | 0.40% |
Share-Based Compensation Shar_4
Share-Based Compensation Share-Based Compensation - Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Shares | 7,825,433 | |
Options Outstanding, Weighted-Average Exercise Price | $ 20.75 | |
Options Exercised, Weighted-Average Exercise Price | $ 23.97 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Shares | 7,825,433 | 10,689,824 |
Options Granted, Shares | 1,433,388 | |
Options Exercised, Shares | 563,236 | |
Options Forfeited/Expired, Shares | 3,734,543 | |
Options Outstanding, Weighted-Average Exercise Price | $ 20.75 | $ 21.17 |
Options Granted, Weighted-Average Exercise Price | 13.92 | |
Options Exercised, Weighted-Average Exercise Price | 7.41 | |
Options Forfeited/Expired, Weighted Average Exercise Price | $ 21.35 | |
Vesting period | 4 years |
Share-Based Compensation Shar_5
Share-Based Compensation Share-Based Compensation - Additional Information About Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of stock options exercised | $ 5 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value per share of stock options granted | $ 4.66 | $ 12.35 | $ 3.28 |
Aggregate intrinsic value of stock options exercised | $ 2 | $ 20 | $ 0 |
Fair value of stock options vested | $ 13 | $ 13 | $ 13 |
Share-Based Compensation Shar_6
Share-Based Compensation Share-Based Compensation - Arrangement By Shares Outstanding And Exercisable (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Jan. 28, 2023 USD ($) $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans [Line Items] | |
Aggregate intrinsic value of options outstanding | $ | $ 11 |
Options Outstanding, Shares | shares | 7,825,433 |
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 5 years 9 months 18 days |
Options Outstanding, Weighted-Average Exercise Price | $ / shares | $ 20.75 |
Aggregate intrinsic value of stock options exercised | $ | $ 5 |
Options Exercisable, Shares | shares | 4,933,903 |
Weighted-average reemaining contractual life of stock options exercisable | 4 years 7 months 6 days |
Options Exercised, Weighted-Average Exercise Price | $ / shares | $ 23.97 |
Share-Based Compensation Shar_7
Share-Based Compensation Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Millions, $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Amount Capitalized | $ 0 | $ 0 | $ 0 |
No material modifications made to our outstanding stock options and stock awards | no | no | no |
2016 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 286,586,871 | ||
Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value of unvested Stock Units | $ 198 | ||
Nonvested awards, total compensation cost not yet recognized | $ 124 | ||
Nonvested awards, total compensation cost not yet recognized, period for recognition | 1 year 10 months 24 days | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Annual vesting percentage for stock options | 25% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85% | ||
Share-based compensation arrangement by share-based payment award, discount from market price, purchase date | 15% | ||
Stock issued during period, Shares, Employee Stock Purchase Plans | 2,337,159 | 1,117,669 | 1,718,007 |
Common stock, capital shares reserved for future issuance | 12,581,864 | ||
Employee stock purchase plan | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage deduction from payroll for Employee Stock Purchase | 15% | ||
Employee stock purchase plan | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage deduction from payroll for Employee Stock Purchase | 1% |
Share-Based Compensation Additi
Share-Based Compensation Additional Information About Nonemployee Stock Units and Stock Warrants(Details) - Warrant shares in Thousands | 12 Months Ended |
Jan. 28, 2023 shares | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 8,500 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 8,500 |
Leases Cost (Details)
Leases Cost (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Leases [Abstract] | ||
Operating Lease, Cost | $ 825 | $ 947 |
Variable Lease, Cost | 447 | 428 |
Sublease (Income) Loss | (1) | 1 |
Lease, Cost | 1,271 | 1,376 |
Lease cost - Finance | $ 0 | $ 0 |
Leases Minimum lease liability
Leases Minimum lease liability ASC 842 (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Leases [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | $ 866 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 764 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 648 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 559 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 485 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 1,967 | |
Lessee, Operating Lease, Liability, Payments, Due | 5,289 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (1,105) | |
Operating Lease, Liability | 4,184 | |
Operating Lease, Liability, Current | (667) | $ (734) |
Operating Lease, Liability, Noncurrent | $ 3,517 | $ 4,033 |
Leases Additional Information (
Leases Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Leases [Abstract] | ||
Additions Of Operating Lease Assets | $ 124 | $ 140 |
Minimum Lease Commitment Signed Not Yet Commenced | $ 116 | $ 91 |
Operating Lease, Weighted Average Remaining Lease Term | 8 years | 8 years 1 month 6 days |
Operating Lease, Weighted Average Discount Rate, Percent | 5.60% | 5.40% |
Operating Lease, Right-of-Use Asset | $ 3,173 | $ 3,675 |
Lease cost - Finance | 0 | 0 |
Finance Lease, Liability | 0 | 0 |
Finance lease asset | $ 0 | $ 0 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Deferred Compensation Arrangement with Individual, Contributions by Employer | $ 0 | $ 0 | $ 0 |
Defined Contribution Plan, Cost | 49 | 46 | $ 42 |
Deferred compensation plan assets | 34 | 40 | |
Deferred Compensation Liability, Current and Noncurrent | $ 37 | $ 45 |
Earnings Per Share - Weighted A
Earnings Per Share - Weighted Average Number of Shares (Details) - shares shares in Millions | 12 Months Ended | ||||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |||
Earnings Per Share [Abstract] | |||||
Weighted-average number of shares - basic (in shares) | 367 | 376 | 374 | ||
Common stock equivalents (in shares) | 0 | [1] | 7 | 0 | [1] |
Weighted-average number of shares - diluted (in shares) | 367 | 383 | 374 | ||
[1]For fiscal 2022 and 2020, the dilutive impact of outstanding options and awards was excluded from dilutive shares as a result of the Company’s net loss for the respective periods. |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Earnings Per Share [Abstract] | |||
Shares excluded from the computations of weighted-average number of shares - diluted | 11 | 7 | 12 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies Additional (Details) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Loss Contingency, Estimate of Possible Loss | $ 0 | $ 0 |
Segment Information - Net Sales
Segment Information - Net Sales And Long-Lived Assets By Geographic Location (Detail) - USD ($) $ in Millions | Jan. 28, 2023 | Jan. 29, 2022 | |
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | $ 6,398 | $ 7,182 | |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | [1] | 5,726 | 6,164 |
Other Foreign | |||
Segment Reporting Information [Line Items] | |||
Long-Lived Assets | $ 672 | $ 1,018 | |
[1]U.S. includes the United States and Puerto Rico. |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Jan. 28, 2023 | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 1 |
Divestitures - Additional Infor
Divestitures - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2023 | Jan. 29, 2022 | Jan. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net proceeds from sale of buildings | $ 458 | $ 0 | $ 0 |
Gain on sale of building | (83) | 0 | 0 |
Loss on divestiture activity | 35 | $ 59 | $ 0 |
Distribution Center | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net proceeds from sale of buildings | 125 | ||
Gain on sale of building | 83 | ||
Gap China | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | 142 | ||
Disposal Group, Including Discontinued Operation, Liabilities | 126 | ||
Gap China | Accounts Payable | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Liabilities | 33 | ||
Gap China | Accrued Liabilities | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Liabilities | 19 | ||
Gap China | Property Subject to Operating Lease | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Liabilities | 70 | ||
Gap China | Other Current Assets [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | 20 | ||
Gap China | Property Subject to Operating Lease | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | 55 | ||
Gap China | Inventories | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | 35 | ||
Gap China | Property, Plant and Equipment [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | $ 26 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 09, 2023 | Jan. 31, 2023 | Jan. 28, 2023 |
Subsequent Event [Line Items] | |||
Subsequent Event, Date | Feb. 09, 2023 | Jan. 31, 2023 | |
Building | |||
Subsequent Event [Line Items] | |||
Disposal Group, Including Discontinued Operation, Assets | $ 30 |