Notes to Consolidated Financial Statements
For the Fiscal Years Ended January 30, 2021, February 1, 2020, and February 2, 2019
Note 1. 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. We have Company-operated stores in the United States, Canada, the United Kingdom, France, Ireland, Japan, Italy, China, Taiwan, and Mexico and our products are available to customers online through Company-owned websites and through the use of third parties that provide logistics and fulfillment services. We also have franchise agreements with unaffiliated franchisees to operate Old Navy, Gap, Banana Republic, and Athleta stores and websites in over 30 other countries around the world.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of The Gap, Inc. and its 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 30, 2021 (fiscal 2020), February 1, 2020 (fiscal 2019), and February 2, 2019 (fiscal 2018) consisted of 52 weeks.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We considered the impact of COVID-19 on the assumptions and estimates used when preparing these consolidated financial statements including inventory valuation, lease accounting impacts, income taxes, and the impairment of long-lived store assets and operating lease assets. Actual results could differ from those estimates.
COVID-19
In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. As a result, we temporarily closed our North America retail stores and a large number of our stores globally. In May 2020, we began to safely reopen our temporarily closed stores and continued to monitor regional mandates for additional temporary store closures as they arose. Beginning in late October 2020, there were additional mandated store closures in international markets and stay-at-home restrictions implemented in certain domestic markets.
During the fifty-two weeks ended January 30, 2021, the Company implemented several actions including completing the issuance of our Notes for $2.25 billion and entering into the ABL Facility in May 2020. See Note 5 of Notes to Consolidated Financial Statements for further details related to our debt and credit facilities. Additionally, we suspended share repurchases and dividends and deferred the first quarter of fiscal 2020 dividend in March 2020. See Note 9 of Notes to Consolidated Financial Statements for further details related to share repurchases.
As a result of COVID-19, we suspended rent payments for our temporarily closed stores and are continuing to work through negotiations with our landlords relating to those leases. We considered the Financial Accounting Standards Board's ("FASB") guidance regarding lease modifications as a result of the effects of COVID-19 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. During the fifty-two weeks ended January 30, 2021, there was a rent abatement benefit of approximately $80 million recognized on the Consolidated Statement of Operations.
In response to COVID-19, various governments worldwide have enacted, or are in the process of enacting, measures to provide relief to businesses negatively affected by the pandemic. On March 27, 2020, the CARES Act was signed into law in the United States. The CARES Act provides relief to U.S. corporations through financial assistance programs and modifications to certain payroll and income tax provisions. In connection with the CARES Act and other financial relief measures worldwide, the Company has recognized $76 million of payroll related credits for the fifty-two weeks ended January 30, 2021. The payroll related credits are recorded as a reduction to operating expenses in the Consolidated Statements of Operations. The Company has also utilized certain other beneficial tax provisions of the CARES Act, including the net operating loss carryback provision, interest expense limitation, and the technical correction for depreciation of qualified leasehold improvements. See Note 7 of Notes to Consolidated Financial Statements for more information on the estimated income tax impact of the CARES Act.
Cash, Cash Equivalents, and Short-Term Investments
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. With the exception of our available-for-sale investments noted below, 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, money market funds, and debt securities. Income related to these securities is recorded within interest income on the Consolidated Statements of Operations.
Highly liquid investments with original maturities of greater than three months and less than two years are classified as short-term investments. These investments are classified as available-for-sale and are recorded at fair value using market prices.
Changes in the fair value of available-for-sale investments impact net income only when such securities are sold or an other-than-temporary impairment is recognized. Income related to these investments is recorded within interest income on the Consolidated Statements of Operations.
See Note 6 of Notes to Consolidated Financial Statements for disclosures related to fair value measurements.
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 30, 2021 and February 1, 2020, restricted cash primarily includes consideration that serves as collateral for certain obligations occurring in the normal course of business and our insurance obligations. As of February 2, 2019, restricted cash primarily includes consideration held by a third party in connection with the purchase of a building, as well as consideration that serves as collateral for 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:
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($ in millions)
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January 30,
2021
|
|
February 1,
2020
|
|
February 2,
2019
|
|
Cash and cash equivalents
|
$
|
1,988
|
|
|
$
|
1,364
|
|
|
$
|
1,081
|
|
|
Restricted cash included in other current assets
|
4
|
|
|
—
|
|
|
1
|
|
|
Restricted cash included in other long-term assets (1)
|
24
|
|
|
17
|
|
|
338
|
|
|
Total cash, cash equivalents, and restricted cash shown on the Consolidated Statement of Cash Flows
|
$
|
2,016
|
|
|
$
|
1,381
|
|
|
$
|
1,420
|
|
|
__________
(1)Fiscal 2018 included $320 million of consideration held by a third party in connection with the purchase of a building that was completed in fiscal 2019.
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.
Derivative Financial Instruments
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.
For derivative financial instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income (“OCI”) and is recognized in income in the period in which the underlying transaction impacts the income statement. For derivative financial instruments that are designated and qualify as net investment hedges, the effective portion of the gain or loss on the derivative financial instruments is reported as a component of OCI and is reclassified into income in the period or periods during which the hedged subsidiary is either sold or liquidated (or substantially liquidated). Gains and losses on the derivative financial instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness, if any, are recognized in current income. For derivative financial instruments not designated as hedging instruments, the gain or loss on the derivative financial instruments is recorded within operating expenses on the Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from operating activities on the Consolidated Statements of Cash Flows.
See Note 8 of Notes to Consolidated Financial Statements for related disclosures.
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:
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Category
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Term
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Leasehold improvements
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|
Shorter of remaining lease term or economic life, up to 15 years
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Furniture and equipment
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Up to 10 years
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Software
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3 to 7 years
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Buildings and building improvements
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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.
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 2042. 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 11 of Notes to Consolidated Financial Statements for related disclosures.
Revenue Recognition
The Company’s revenues include merchandise sales at stores, online, and through franchise agreements as well as the newly introduced business-to-business ("B2B") program. 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 and catalog 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 and catalog 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 Old Navy, Gap, Banana Republic, or Athleta and can be used at any of our U.S. or Canada store locations and online. The co-branded credit card is a VISA credit card bearing the logo of Old Navy, Gap, Banana Republic, or Athleta and can be used everywhere VISA credit cards are accepted. The Credit Card programs offer incentives to cardholders in the form of reward certificates upon the cumulative purchase of an established amount.
Synchrony, a third-party financing company, is the sole owner of the accounts and underwrites the credit issued under the Credit Card programs. Our agreement with Synchrony 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.
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 with unaffiliated franchisees to operate Gap, Banana Republic, Old Navy, and Athleta stores 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 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. There were no material contract liabilities related to our franchise agreements for all periods presented.
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 $358 million, $293 million, and $316 million in fiscal 2020, 2019, and 2018, 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 spend 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 $50 million in fiscal 2020, 2019, and 2018, 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 6 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 4 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 $816 million, $687 million, and $650 million in fiscal 2020, 2019, and 2018, 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 10 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:
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Fiscal Year
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($ in millions)
|
|
2020
|
|
2019
|
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2018
|
Foreign currency transaction gain (loss)
|
|
$
|
23
|
|
|
$
|
1
|
|
|
$
|
(32)
|
|
Realized and unrealized gain (loss) from certain derivative financial instruments
|
|
(15)
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|
|
4
|
|
|
34
|
|
Net foreign exchange gain
|
|
$
|
8
|
|
|
$
|
5
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|
|
$
|
2
|
|
Income Taxes
Deferred income taxes are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts on the Consolidated Financial Statements. 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 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 was excluded from dilutive shares. Common stock equivalents consist of shares subject to share-based awards with exercise prices less than the average market price of our common stock for the period, to the extent their inclusion would be dilutive. Stock options and other stock awards that contain performance conditions are not included in the calculation of common stock equivalents until such performance conditions have been achieved.
See Note 13 of Notes to Consolidated Financial Statements for related disclosures.
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
In August 2018, the FASB issued accounting standards update ("ASU") No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The ASU is intended to align the requirements for capitalization of implementation costs incurred in a cloud computing arrangement that is a service contract with the existing guidance for internal-use software. We adopted this ASU on a prospective basis on February 2, 2020. The adoption of this standard did not have a material impact on our Consolidated Financial Statements or related disclosures.
ASU No. 2016-02, Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases. Under the new guidance, lessees are required to recognize a lease liability and an operating lease asset at the commencement date. We adopted ASC 842 on February 3, 2019 using the optional transition method, which allows for the prospective application of the standard. As of the effective date, we recorded a decrease to opening retained earnings of $86 million, net of tax, which consisted primarily of impairment charges for certain store and operating lease assets. In addition, we elected the package of practical expedients permitted under the transition guidance within the standard, which allowed us to carry forward our historical lease classification, to not reassess prior conclusions related to initial direct costs, and to not reassess whether any expired or existing contracts are or contain leases. The adoption of ASC 842 resulted in the recording of operating lease assets and operating lease liabilities of $5.7 billion and $6.6 billion, respectively, on our Consolidated Balance Sheet as of February 3, 2019.
See Note 11 of Notes to Consolidated Financial Statements for related disclosures.
ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The amendments are intended to better align an entity's risk management activities and financial reporting for hedging relationships through changes to the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. In addition, this guidance amends and expands disclosure requirements. We adopted this ASU on a prospective basis on February 3, 2019. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.
See Note 8 of Notes to Consolidated Financial Statements for related disclosures.
Accounting Pronouncements Not Yet Adopted
Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information.
ASU No. 2019-12, Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. The ASU is intended to enhance and simplify aspects of the income tax accounting guidance in ASC 740 as part of the FASB's simplification initiative. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2020 with early adoption permitted. The Company will adopt this ASU on January 31, 2021 and does not expect there to be a material impact on our Consolidated Financial Statements.
Note 2. Additional Financial Statement Information
Cash and Cash Equivalents
Cash and cash equivalents consist of the following:
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|
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|
|
($ in millions)
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|
January 30,
2021
|
|
February 1,
2020
|
Cash (1)
|
|
$
|
1,613
|
|
|
$
|
1,053
|
|
Bank certificates of deposit and time deposits
|
|
285
|
|
|
286
|
|
U.S. agency securities
|
|
65
|
|
|
—
|
|
U.S. treasury securities
|
|
25
|
|
|
—
|
|
Money market funds
|
|
—
|
|
|
19
|
|
Domestic commercial paper and other
|
|
—
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,988
|
|
|
$
|
1,364
|
|
__________
(1)Cash includes $71 million and $61 million of amounts in transit from banks for customer credit card and debit card transactions as of January 30, 2021 and February 1, 2020, respectively.
Short-Term Investments
Short-term investments consist of the following:
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|
|
|
|
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|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
U.S. treasury securities
|
|
$
|
342
|
|
|
$
|
117
|
|
U.S. agency securities
|
|
68
|
|
|
25
|
|
Corporate securities
|
|
—
|
|
|
148
|
|
Short-term investments
|
|
$
|
410
|
|
|
$
|
290
|
|
|
|
|
|
|
|
|
|
|
|
Other Current Assets
Other current assets consist of the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
Prepaid income taxes and income taxes receivable
|
|
$
|
409
|
|
|
$
|
77
|
|
Accounts receivable
|
|
363
|
|
|
316
|
|
Prepaid minimum rent and occupancy expenses
|
|
104
|
|
|
148
|
|
Assets held for sale (1)
|
|
102
|
|
|
—
|
|
Right of return asset
|
|
43
|
|
|
36
|
|
Derivative financial instruments
|
|
5
|
|
|
10
|
|
Other
|
|
133
|
|
|
119
|
|
Other current assets
|
|
$
|
1,159
|
|
|
$
|
706
|
|
__________
(1)As part of a strategic review of its brands and businesses, the Company has reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. The aggregate carrying amount of assets held for sale was as follows: inventory of $23 million, operating lease assets of $36 million, intangible assets of $29 million, and other assets of $14 million.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and consist of the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
Leasehold improvements
|
|
$
|
2,627
|
|
|
$
|
2,923
|
|
Furniture and equipment
|
|
2,739
|
|
|
2,802
|
|
Software
|
|
1,466
|
|
|
1,626
|
|
Land, buildings, and building improvements
|
|
1,452
|
|
|
1,408
|
|
Construction-in-progress
|
|
165
|
|
|
202
|
|
Property and equipment, at cost
|
|
8,449
|
|
|
8,961
|
|
Less: Accumulated depreciation
|
|
(5,608)
|
|
|
(5,839)
|
|
Property and equipment, net of accumulated depreciation
|
|
$
|
2,841
|
|
|
$
|
3,122
|
|
Depreciation expense for property and equipment was $505 million, $554 million, and $575 million for fiscal 2020, 2019, and 2018, respectively.
Interest of $9 million, $7 million, and $10 million related to assets under construction was capitalized in fiscal 2020, 2019, and 2018, respectively.
We recorded a total charge for the impairment of store assets of $135 million, $98 million, and $14 million for fiscal 2020, 2019, and 2018, respectively, which is recorded within operating expenses on the Consolidated Statements of Operations.
See Note 6 of Notes to Consolidated Financial Statements for information regarding impairment charges.
Other Long-Term Assets
Other long-term assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
Long-term income tax-related assets
|
|
$
|
391
|
|
|
$
|
256
|
|
Goodwill
|
|
109
|
|
|
109
|
|
Trade names
|
|
61
|
|
|
121
|
|
Other
|
|
142
|
|
|
153
|
|
Other long-term assets
|
|
$
|
703
|
|
|
$
|
639
|
|
In fiscal 2020, we recorded a charge for trade name impairment related to Intermix of $31 million which was recorded within operating expenses on the Consolidated Statement of Operations. No trade name impairment charges were recorded in fiscal 2019 or 2018. No other intangible impairment charges were recorded for fiscal 2020, 2019, or 2018. See Note 4 of Notes to Consolidated Financial Statements for additional disclosures on goodwill and other intangible assets.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
Accrued compensation and benefits
|
|
$
|
378
|
|
|
$
|
291
|
|
|
|
|
|
|
Deferred revenue
|
|
231
|
|
|
226
|
|
Sales return allowance
|
|
96
|
|
|
74
|
|
Liabilities held for sale (1)
|
|
58
|
|
|
—
|
|
Accrued advertising
|
|
49
|
|
|
57
|
|
Accrued Interest
|
|
44
|
|
|
23
|
|
Derivative financial instruments
|
|
21
|
|
|
10
|
|
|
|
|
|
|
Other
|
|
399
|
|
|
386
|
|
Accrued expenses and other current liabilities
|
|
$
|
1,276
|
|
|
$
|
1,067
|
|
__________
(1)As part of a strategic review of its brands and businesses, the Company has reclassified certain assets and liabilities as held for sale that are expected to be sold within the next twelve months. The aggregate carrying amount of liabilities held for sale was as follows: operating lease liabilities of $46 million, and other liabilities of $12 million.
Other Long-Term Liabilities
Other long-term liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
|
|
Long-term income tax-related liabilities
|
|
187
|
|
|
$
|
152
|
|
|
|
Long-term asset retirement obligations (1)
|
|
51
|
|
|
56
|
|
|
|
Long-term deferred rent and tenant allowances
|
|
47
|
|
|
50
|
|
|
|
Other (2)
|
|
153
|
|
|
139
|
|
|
|
Other long-term liabilities
|
|
$
|
438
|
|
|
$
|
397
|
|
|
|
__________
(1)The net activity related to asset retirement obligations includes adjustments to the asset retirement obligation balance and fluctuations in foreign currency exchange rates.
(2)Includes certain payroll tax deferrals resulting from the CARES Act. See Note 1 of Notes to Consolidated Financial Statements for additional information.
Note 3. Revenue
Net sales disaggregated for stores and online sales for fiscal 2020, 2019, and 2018 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions)
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
Store sales (1)
|
$
|
7,522
|
|
|
$
|
12,294
|
|
|
$
|
12,861
|
|
Online sales (2)
|
6,278
|
|
|
4,089
|
|
|
3,719
|
|
Total net sales
|
$
|
13,800
|
|
|
$
|
16,383
|
|
|
$
|
16,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________
(1)Store sales primarily include sales made at our Company-operated stores and franchise sales. Fiscal 2020 store sales were negatively impacted by COVID-19. See Note 1 of Notes to Consolidated Financial Statements for further details.
(2)Online sales primarily include sales made through our online channels including curbside pick-up, ship-from-store sales, buy online pick-up in store sales, and order-in-store sales. Additionally, beginning in the second quarter of fiscal 2020, sales from the B2B program are also included.
See Note 15 of Notes to Consolidated Financial Statements for disaggregation of revenue by brand and by region.
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. For fiscal 2020, the opening balance of deferred revenue for these obligations was $226 million, of which $165 million was recognized as revenue during the period. The closing balance of deferred revenue related to gift cards, credit vouchers, outstanding loyalty points, and reimbursements of loyalty program discounts was $231 million as of January 30, 2021.
We expect that the majority of our revenue deferrals as of January 30, 2021 will be recognized as revenue in the next twelve months as our performance obligations are satisfied.
For fiscal 2019, the opening balance of deferred revenue for these obligations was $227 million, of which $188 million was recognized as revenue during the period. The closing balance of deferred revenue related to gift cards, credit vouchers, outstanding loyalty points, and reimbursements of loyalty program discounts was $226 million as of February 1, 2020.
Note 4. Goodwill and Trade Names
The following goodwill and trade names are included in other long-term assets on the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
Goodwill (1)
|
|
$
|
109
|
|
|
$
|
109
|
|
Trade names (2) (3)
|
|
$
|
61
|
|
|
$
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________
(1)Includes $99 million and $10 million related to Athleta and Intermix, respectively.
(2)Includes $54 million and $7 million, related to Athleta and Intermix, respectively.
(3)As of January 30, 2021, excludes intangible assets reclassified as held for sale.
Goodwill
We assess whether events or circumstances indicate that goodwill is impaired every quarter, and evaluate goodwill impairment annually in the fourth quarter of the fiscal year. During the fourth quarter of fiscal 2020, 2019, and 2018, we completed our annual impairment test of goodwill and did not recognize any impairment charges.
Trade Names
We assess whether events or circumstances indicate that trade names are impaired every quarter, and evaluate trade name impairment annually in the fourth quarter of the fiscal year.
During the fourth quarter of fiscal 2020, management updated the fiscal 2021 budget and financial projections beyond fiscal 2021. In addition, the Company performed a strategic review of the Intermix business during the fourth quarter of fiscal 2020, 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 is 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 in the Consolidated Statement of Operations and reduced the carrying amount of the Intermix trade name of $38 million to its fair value of $7 million during fiscal 2020.
Note 5. Debt and Credit Facilities
Long-term debt recorded on the Consolidated Balance Sheets consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
January 30,
2021
|
|
February 1,
2020
|
2021 Notes
|
$
|
—
|
|
|
$
|
1,249
|
|
2023 Notes
|
500
|
|
|
—
|
|
2025 Notes
|
750
|
|
|
—
|
|
2027 Notes
|
1,000
|
|
|
—
|
|
Less: Unamortized debt issuance costs
|
(34)
|
|
|
—
|
|
Total long-term debt
|
$
|
2,216
|
|
|
$
|
1,249
|
|
In June 2020, we redeemed our $1.25 billion aggregate principal amount of 5.95 percent notes due April 2021 (the "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. Prior to redeeming our 2021 Notes, the aggregate principal amount of the 2021 Notes was recorded within long-term debt on the Consolidated Balance Sheets, net of the unamortized discount. Following the redemption, our obligations under the 2021 Notes were discharged.
In May 2020, we completed the issuance of the Notes in a private placement to qualified buyers and received gross proceeds of $2.25 billion. Concurrently with the issuance of the Notes, the Company amended the existing unsecured revolving credit facility with the ABL Facility which is scheduled to expire in May 2023. During the second quarter of fiscal 2020, we paid and recorded debt issuance costs related to the Notes and ABL Facility within long-term debt and other long-term assets on the Consolidated Balance Sheet, which will continue to be amortized through interest expense over the life of the related instruments.
The scheduled maturity of the Notes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scheduled Maturity ($ in millions)
|
Principal
|
|
Interest Rate
|
|
Interest Payments
|
Senior Secured Notes (1)
|
|
|
|
|
|
May 15, 2023
|
$
|
500
|
|
|
8.375%
|
|
Semi-Annual
|
May 15, 2025
|
750
|
|
|
8.625%
|
|
Semi-Annual
|
May 15, 2027
|
1,000
|
|
|
8.875%
|
|
Semi-Annual
|
Total issuance
|
$
|
2,250
|
|
|
|
|
|
__________
(1)Includes an option to call the Notes in whole or in part at any time, subject to a make-whole premium.
As of January 30, 2021, the estimated fair value of the Notes was $2.58 billion and was based on the quoted market price for each of the Notes (level 1 inputs) as of the last business day of the fiscal quarter. The aggregate principal amount of the Notes is recorded within long-term debt on the Consolidated Balance Sheet, net of the unamortized debt issuance cost.
The ABL Facility has a $1.8675 billion borrowing capacity and bears interest at a base rate (typically LIBOR) plus a margin depending on borrowing base availability. We also have the ability to issue letters of credit on our ABL Facility. As of January 30, 2021, we had $53 million in standby letters of credit issued under the ABL Facility. There were no borrowings under the ABL Facility as of January 30, 2021.
The Notes are secured by the Company's real and intellectual property and equipment and intangibles. The Notes contain covenants that limit the Company’s ability to, among other things: (i) grant or incur liens on the collateral; (ii) incur, assume or guarantee additional indebtedness; (iii) enter into sale and lease-back transactions; (iv) sell or otherwise dispose of assets that are collateral; and (v) make certain restricted payments or other investments. The Notes are also subject to certain provisions related to default that, if triggered, could result in acceleration of the maturity of the Notes. The Notes are guaranteed on a senior secured basis, jointly and severally, by the Company’s existing and future direct and indirect domestic subsidiaries that guarantee the ABL Facility.
The ABL Facility agreement is secured by specified assets, including a first lien on inventory, accounts receivable and bank accounts. The Notes are also secured by a second priority lien on certain assets securing the ABL Facility, which includes security interests in inventory, accounts receivable and bank accounts, subject to certain exceptions and permitted liens. In addition, the ABL Facility agreement is secured by a second lien on certain assets securing the Notes. 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.
As of January 30, 2021, we were in compliance with the applicable financial covenants and expect to maintain compliance for the next twelve months.
We also maintain multiple agreements with third parties that make unsecured revolving credit facilities available for our operations in foreign locations (the “Foreign Facilities”). The Foreign Facilities are uncommitted and had a total capacity of $60 million as of January 30, 2021. As of January 30, 2021, there were no borrowings under the Foreign Facilities. There were $16 million in bank guarantees issued and outstanding primarily related to store leases under the Foreign Facilities as of January 30, 2021.
We have bilateral unsecured standby letter of credit agreements that are uncommitted and do not have expiration dates. There were no material standby letters of credit issued under these agreements as of January 30, 2021.
Note 6. Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale debt securities. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques.
There were no material purchases, sales, issuances, or settlements related to recurring level 3 measurements during fiscal 2020 or 2019. There were no transfers of financial assets or liabilities into or out of level 1, level 2, and level 3 during fiscal 2020 or 2019.
Financial Assets and Liabilities
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents held at amortized cost are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
($ in millions)
|
|
January 30, 2021
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Assets:
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
375
|
|
|
$
|
25
|
|
|
$
|
350
|
|
|
$
|
—
|
|
Short-term investments
|
|
410
|
|
|
342
|
|
|
68
|
|
|
—
|
|
Derivative financial instruments
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
Deferred compensation plan assets
|
|
43
|
|
|
43
|
|
|
—
|
|
|
—
|
|
Other assets
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Total
|
|
$
|
835
|
|
|
$
|
410
|
|
|
$
|
423
|
|
|
$
|
2
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
($ in millions)
|
|
February 1, 2020
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Assets:
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
311
|
|
|
$
|
19
|
|
|
$
|
292
|
|
|
$
|
—
|
|
Short-term investments
|
|
290
|
|
|
117
|
|
|
173
|
|
|
—
|
|
Derivative financial instruments
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
Deferred compensation plan assets
|
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
Other assets
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Total
|
|
$
|
664
|
|
|
$
|
187
|
|
|
$
|
475
|
|
|
$
|
2
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
We have highly liquid investments classified as cash equivalents. With the exception of our available-for-sale investments noted below, we value these investments at their original purchase prices plus interest that has accrued at the stated rate. Our investments in cash equivalents are placed primarily in time deposits, money market funds, and debt securities.
Our available-for-sale securities are comprised of investments in debt securities and are recorded within both short-term investments and cash and cash equivalents on the Consolidated Balance Sheets. These securities are recorded at fair value using market prices. As of January 30, 2021 and February 1, 2020, the Company held $410 million and $290 million, respectively, of available-for-sale debt securities with maturity dates greater than three months and less than two years within short-term investments on the Consolidated Balance Sheets. In addition, as of January 30, 2021 and February 1, 2020, the Company held $90 million and $23 million, respectively, of available-for-sale debt securities with maturities of less than three months at the time of purchase within cash and cash equivalents on the Consolidated Balance Sheets. Unrealized gains or losses on available-for-sale debt securities included in accumulated other comprehensive income were immaterial as of January 30, 2021 and February 1, 2020.
The Company regularly reviews its available-for-sale securities for other-than-temporary impairment. The Company did not consider any of its securities to be other-than-temporarily impaired and, accordingly, did not recognize any impairment loss during the fiscal years ended January 30, 2021, February 1, 2020 or February 2, 2019.
Derivative financial instruments primarily include foreign exchange forward contracts. See Note 8 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 12 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 or other 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.
In total, we recorded the following long-lived asset impairment charges in operating expenses in the Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions)
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease assets (1)
|
$
|
391
|
|
|
$
|
239
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Store assets (2)
|
135
|
|
|
98
|
|
|
14
|
|
Other indefinite-lived intangible assets (3)
|
31
|
|
|
—
|
|
|
—
|
|
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
Total impairment charges of long-lived and indefinite-lived assets
|
$
|
557
|
|
|
$
|
337
|
|
|
$
|
14
|
|
__________
(1)The impairment charge of operating lease assets reduced the then carrying amount of the applicable operating lease assets of $1,635 million and $865 million to their fair value of $1,244 million and $626 million during fiscal 2020 and fiscal 2019, respectively.
(2)The impairment charge reduced the then carrying amount of the applicable store assets of $143 million, $99 million, and $15 million to their fair value of $8 million, $1 million, and $1 million during fiscal 2020, 2019, and 2018, respectively.
(3)See Note 4 of Notes to Consolidated Financial Statements for further information regarding the impairment of Intermix trade name.
In fiscal 2020, the impact of COVID-19 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. Additionally, in the fourth quarter of fiscal 2020, we performed a strategic review of the Intermix business which resulted in a qualitative indication of impairment related to both our store long-lived assets as well as the Intermix trade name. We recorded an impairment charge of Intermix store assets and operating lease assets of $4 million and $21 million, respectively. See Note 4 of Notes to Consolidated Financial Statements for further information regarding the impairment charge for intangible assets.
In fiscal 2019, we reassessed our operating strategy for flagship stores including an evaluation of whether to exit or sublease certain flagship store locations. Due to this shift in strategy, the Company determined that, for flagship stores, the individual store represents the lowest level of independent identifiable cash flows. As a result, during fiscal 2019, we recorded an impairment charge of store assets and operating lease assets related to flagship stores of $73 million and $223 million, respectively, which was recorded within operating expenses on the Consolidated Statement of Operations. The impairment charge was primarily related to our New York specialty flagship store locations in Times Square for Old Navy Global and Gap Global.
Note 7. Income Taxes
For financial reporting purposes, components of income (loss) before income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions)
|
|
2020
|
|
2019
|
|
2018
|
United States
|
|
$
|
(928)
|
|
|
$
|
550
|
|
|
$
|
1,183
|
|
Foreign
|
|
(174)
|
|
|
(22)
|
|
|
139
|
|
Income before income taxes
|
|
$
|
(1,102)
|
|
|
$
|
528
|
|
|
$
|
1,322
|
|
The provision for income taxes consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions)
|
|
2020
|
|
2019
|
|
2018
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
(337)
|
|
|
$
|
177
|
|
|
$
|
164
|
|
State
|
|
(21)
|
|
|
37
|
|
|
41
|
|
Foreign
|
|
58
|
|
|
44
|
|
|
49
|
|
Total current
|
|
(300)
|
|
|
258
|
|
|
254
|
|
Deferred:
|
|
|
|
|
|
|
Federal
|
|
(94)
|
|
|
(58)
|
|
|
55
|
|
State
|
|
(56)
|
|
|
(20)
|
|
|
11
|
|
Foreign
|
|
13
|
|
|
(3)
|
|
|
(1)
|
|
Total deferred
|
|
(137)
|
|
|
(81)
|
|
|
65
|
|
Total provision
|
|
$
|
(437)
|
|
|
$
|
177
|
|
|
$
|
319
|
|
The difference between the effective tax rate and the U.S. federal statutory tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
2020
|
|
2019
|
|
2018
|
Federal statutory tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
State and local income taxes, net of federal benefit
|
|
4.6
|
|
|
3.2
|
|
|
4.0
|
|
Tax impact of foreign operations
|
|
(6.5)
|
|
|
6.0
|
|
|
0.1
|
|
Impact of foreign entity structure changes
|
|
10.3
|
|
|
—
|
|
|
—
|
|
Impact of the CARES Act of 2020
|
|
11.1
|
|
|
—
|
|
|
—
|
|
Impact of TCJA of 2017
|
|
—
|
|
|
5.6
|
|
|
(3.2)
|
|
Excess foreign tax credits
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
|
|
|
|
|
|
Other
|
|
(0.8)
|
|
|
(2.3)
|
|
|
1.7
|
|
Effective tax rate
|
|
39.7
|
%
|
|
33.5
|
%
|
|
24.1
|
%
|
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 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.
On December 22, 2017, the TCJA was enacted into law, which significantly changed existing U.S. tax law and included numerous provisions that affect our business, such as imposing a one-time transition tax on deemed repatriation of deferred foreign income, reducing the U.S. federal statutory tax rate, and adopting a territorial tax system.
During fiscal 2019, we recorded a $30 million increase to our fiscal 2017 tax liability for additional guidance issued by the U.S. Treasury Department regarding the TCJA. In addition, the tax impact of foreign operations includes the effects of specific costs in certain foreign subsidiaries for which the Company was not permitted to recognize a tax benefit.
During fiscal 2018, we recorded a net $33 million measurement period adjustment to reduce our fiscal 2017 provisional estimated net charge related to the transition tax and recorded certain other immaterial measurement period adjustments to reduce our fiscal 2017 provisional estimated impact of the remeasurement of our deferred tax assets and liabilities to reflect the TCJA rate reduction.
Deferred tax assets (liabilities) consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
Gross deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities
|
|
$
|
1,531
|
|
|
$
|
1,726
|
|
Accrued payroll and related benefits
|
|
71
|
|
|
59
|
|
Accruals
|
|
148
|
|
|
132
|
|
Inventory capitalization and other adjustments
|
|
48
|
|
|
38
|
|
Deferred income
|
|
22
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
Federal, state, and foreign net operating losses
|
|
252
|
|
|
101
|
|
Unrealized net loss on cash flow hedges
|
|
4
|
|
|
—
|
|
Other
|
|
71
|
|
|
37
|
|
Total gross deferred tax assets
|
|
2,147
|
|
|
2,127
|
|
Valuation allowance
|
|
(361)
|
|
|
(199)
|
|
Total deferred tax assets, net of valuation allowance
|
|
1,786
|
|
|
1,928
|
|
Deferred tax liabilities:
|
|
|
|
|
Depreciation and amortization
|
|
(217)
|
|
|
(246)
|
|
Operating lease assets
|
|
(1,188)
|
|
|
(1,448)
|
|
|
|
|
|
|
Unremitted earnings of certain foreign subsidiaries
|
|
(2)
|
|
|
(2)
|
|
Unrealized net gain on cash flow hedges
|
|
—
|
|
|
(2)
|
|
Other
|
|
(17)
|
|
|
(9)
|
|
Total deferred tax liabilities
|
|
(1,424)
|
|
|
(1,707)
|
|
Net deferred tax assets
|
|
$
|
362
|
|
|
$
|
221
|
|
As of January 30, 2021, we had approximately $1,040 million of state and $905 million of foreign loss carryovers in multiple taxing jurisdictions that could be utilized to reduce the tax liabilities of future years. We also had approximately $11 million of foreign tax credit carryovers as of January 30, 2021.
We provided a valuation allowance of approximately $189 million against the deferred tax assets related to the foreign loss carryovers. We also provided a valuation allowance of approximately $118 million related to other foreign deferred tax assets and $11 million related to foreign tax credit carryovers.
The state losses expire between fiscal 2021 and fiscal 2040. Approximately $266 million of the foreign losses expire between fiscal 2021 and fiscal 2040, and $639 million of the foreign losses do not expire. The foreign tax credits begin to expire in fiscal 2029.
The activity related to our unrecognized tax benefits is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions)
|
|
2020
|
|
2019
|
|
2018
|
Balance at beginning of fiscal year
|
|
$
|
152
|
|
|
$
|
136
|
|
|
$
|
118
|
|
Increases related to current year tax positions
|
|
165
|
|
|
12
|
|
|
11
|
|
Prior year tax positions:
|
|
|
|
|
|
|
Increases
|
|
40
|
|
|
11
|
|
|
29
|
|
Decreases
|
|
(4)
|
|
|
(4)
|
|
|
(6)
|
|
Lapse of Statute of Limitations
|
|
(1)
|
|
|
(1)
|
|
|
—
|
|
Cash settlements
|
|
(14)
|
|
|
(1)
|
|
|
(15)
|
|
Foreign currency translation
|
|
2
|
|
|
(1)
|
|
|
(1)
|
|
Balance at end of fiscal year
|
|
$
|
340
|
|
|
$
|
152
|
|
|
$
|
136
|
|
Of the $340 million, $152 million, and $136 million of total unrecognized tax benefits as of January 30, 2021, February 1, 2020, and February 2, 2019, respectively, approximately $323 million, $137 million, and $125 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 2020, 2019, and 2018, interest expense of $12 million, $6 million, and $5 million, respectively, was recognized on the Consolidated Statements of Operations relating to income tax liabilities.
As of January 30, 2021 and February 1, 2020, the Company had total accrued interest related to income tax liabilities of $30 million and $16 million, respectively. There were no accrued penalties related to income tax liabilities as of January 30, 2021 or February 1, 2020.
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 30, 2021, it is reasonably possible that we will recognize a decrease in gross unrecognized tax benefits within the next 12 months of up to $3 million, primarily due to the closing of audits. If we do recognize such a decrease, the net impact on the Consolidated Statements of Operations would not be material.
Note 8. 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 Canadian dollar, Japanese yen, British pound, Mexican peso, Euro, Taiwan dollar, and Chinese yuan.
Cash Flow Hedges
We designate the following foreign exchange forward contracts as cash flow hedges: (1) 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; (2) forward contracts used to hedge forecasted intercompany royalty payments denominated in foreign currencies received by entities whose functional currencies are U.S. dollars; and (3) forward contracts used to hedge forecasted intercompany revenue transactions related to merchandise sold from our regional purchasing entity, whose functional currency is the U.S. dollar, to certain international subsidiaries in their local currencies. The foreign exchange forward contracts entered into to hedge forecasted merchandise purchases and related costs, intercompany royalty payments, and intercompany revenue transactions generally have terms of up to 24 months.
Net Investment Hedges
We may also use foreign exchange forward contracts to hedge the net assets of international subsidiaries to offset the foreign currency translation and economic exposures related to our investment in these subsidiaries.
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 of the underlying intercompany balances, is recorded within operating expenses on the Consolidated Statements of Operations in the same period and generally offset each other.
Outstanding Notional Amounts
As of January 30, 2021 and February 1, 2020, we had foreign exchange forward contracts outstanding in the following notional amounts:
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
January 30,
2021
|
|
February 1,
2020
|
Derivatives designated as cash flow hedges
|
$
|
508
|
|
|
$
|
501
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
811
|
|
|
689
|
|
Total
|
$
|
1,319
|
|
|
$
|
1,190
|
|
Quantitative Disclosures about Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
January 30,
2021
|
|
February 1,
2020
|
Derivatives designated as cash flow hedges:
|
|
|
|
Other current assets
|
$
|
—
|
|
|
$
|
6
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
12
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
Other current assets
|
5
|
|
|
4
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
9
|
|
|
8
|
|
|
|
|
|
|
|
|
|
Total derivatives in an asset position
|
$
|
5
|
|
|
$
|
10
|
|
Total derivatives in a liability position
|
$
|
21
|
|
|
$
|
10
|
|
All of the unrealized gains and losses from designated cash flow hedges as of January 30, 2021 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of January 30, 2021 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 6 of Notes to Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.
The pre-tax amounts recognized in income related to derivative instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location and Amount of (Gain) Loss Recognized in Income (loss)
|
|
Fiscal Year 2020
|
|
Fiscal Year 2019
|
|
Fiscal Year 2018
|
($ 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
|
$
|
9,095
|
|
|
$
|
5,567
|
|
|
$
|
10,250
|
|
|
$
|
5,559
|
|
|
$
|
10,258
|
|
|
$
|
4,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss recognized in income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as cash flow hedges
|
$
|
(13)
|
|
|
$
|
—
|
|
|
$
|
(29)
|
|
|
$
|
—
|
|
|
$
|
(13)
|
|
|
$
|
(1)
|
|
Derivatives not designated as hedging instruments
|
—
|
|
|
15
|
|
|
—
|
|
|
(4)
|
|
|
—
|
|
|
(33)
|
|
Total (gain) loss recognized in income (loss)
|
$
|
(13)
|
|
|
$
|
15
|
|
|
$
|
(29)
|
|
|
$
|
(4)
|
|
|
$
|
(13)
|
|
|
$
|
(34)
|
|
Note 9. 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 30, 2021.
The Company is authorized to issue 30 million shares of one or more series of preferred stock, which has a par value of $0.05 per share, and to establish at the time of issuance the issue price, dividend rate, redemption price, liquidation value, conversion features, and such other terms and conditions of each series (including voting rights) as the Board of Directors deems appropriate, without further action on the part of the stockholders. No preferred shares have been issued as of January 30, 2021.
Share Repurchases
Share repurchase activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ and shares in millions except average per share cost)
|
|
2020
|
|
2019
|
|
2018
|
Number of shares repurchased (1)
|
|
—
|
|
|
10
|
|
|
14
|
|
Total cost
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
398
|
|
Average per share cost including commissions
|
|
$
|
—
|
|
|
$
|
19.18
|
|
|
$
|
28.93
|
|
__________
(1)Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units.
In March 2020, the Company announced its decision to suspend share repurchases through fiscal 2020.
In February 2016, the Board of Directors approved a $1.0 billion share repurchase authorization. The February 2016 repurchase program had $287 million remaining as of February 2, 2019.
In February 2019, the Board of Directors approved a new $1.0 billion share repurchase authorization which superseded and replaced the February 2016 repurchase program. The February 2019 repurchase program had $800 million remaining as of January 30, 2021.
All of the share repurchases were paid for as of February 1, 2020, and February 2, 2019. All common stock repurchased is immediately retired.
Note 10. Share-Based Compensation
Share-based compensation expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions)
|
|
2020
|
|
2019
|
|
2018
|
Stock units
|
|
$
|
62
|
|
|
$
|
52
|
|
|
$
|
71
|
|
Stock options
|
|
12
|
|
|
12
|
|
|
16
|
|
Employee stock purchase plan
|
|
3
|
|
|
4
|
|
|
4
|
|
Share-based compensation expense
|
|
77
|
|
|
68
|
|
|
91
|
|
Less: Income tax benefit
|
|
(15)
|
|
|
(23)
|
|
|
(22)
|
|
Share-based compensation expense, net of tax
|
|
$
|
62
|
|
|
$
|
45
|
|
|
$
|
69
|
|
No material share-based compensation expense was capitalized in fiscal 2020, 2019, or 2018.
There were no material modifications made to our outstanding stock options and other stock awards in fiscal 2020, 2019, or 2018.
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. 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 of Directors.
As of January 30, 2021, there were 251,586,781 shares that have been authorized for issuance under the 2016 Plan.
Stock Units
Under the 2016 Plan, Stock Units are granted to employees and members of the Board of Directors. 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 two to three years once granted, based on the grant-date fair value and the probability that the pre-determined performance metrics will be achieved. We use the Monte Carlo method to calculate the grant date fair value of Performance Shares containing a market condition.
A summary of Stock Unit activity under the 2016 Plan for fiscal 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value Per Share
|
Balance as of February 1, 2020
|
|
6,962,409
|
|
|
$
|
24.33
|
|
Granted
|
|
8,827,881
|
|
|
$
|
11.22
|
|
|
|
|
|
|
Vested
|
|
(2,699,411)
|
|
|
$
|
24.26
|
|
Forfeited
|
|
(1,601,983)
|
|
|
$
|
16.80
|
|
Balance as of January 30, 2021
|
|
11,488,896
|
|
|
$
|
15.33
|
|
A summary of additional information about Stock Units is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
Weighted-average fair value per share of Stock Units granted
|
|
$
|
11.22
|
|
|
$
|
21.93
|
|
|
$
|
29.33
|
|
Fair value of Stock Units vested
|
|
$
|
65
|
|
|
$
|
66
|
|
|
$
|
58
|
|
The aggregate intrinsic value of unvested Stock Units as of January 30, 2021 was $233 million.
As of January 30, 2021, there was $114 million (before any related tax benefit) of unrecognized share-based compensation expense related to unvested Stock Units, which is expected to be recognized over a weighted-average period of 2.3 years. Total unrecognized share-based compensation expense may be adjusted for future forfeitures as they occur.
Stock Options
We have stock options outstanding under the 2016 Plan. Stock options generally expire the earlier of 10 years from the grant date, three months after employee termination, or one year after the date of an employee’s retirement or death. Vesting generally occurs over a period of four years of continued service by the employee, with 25 percent vesting on each of the four anniversary dates.
The fair value of stock options issued to employees during fiscal 2020, 2019, and 2018 was estimated on the date of grant using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
2020
|
|
2019
|
|
2018
|
Expected term (in years)
|
|
4.5
|
|
4.2
|
|
3.9
|
Expected volatility
|
|
46.9
|
%
|
|
37.5
|
%
|
|
36.3
|
%
|
Dividend yield
|
|
1.6
|
%
|
|
4.1
|
%
|
|
3.1
|
%
|
Risk-free interest rate
|
|
0.4
|
%
|
|
2.2
|
%
|
|
2.5
|
%
|
A summary of stock option activity under the 2016 Plan for fiscal 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price Per Share
|
Balance as of February 1, 2020
|
|
11,436,022
|
|
|
$
|
28.26
|
|
Granted
|
|
5,446,299
|
|
|
$
|
9.22
|
|
Exercised
|
|
(99,300)
|
|
|
$
|
22.67
|
|
Forfeited/Expired
|
|
(4,391,089)
|
|
|
$
|
27.33
|
|
Balance as of January 30, 2021
|
|
12,391,932
|
|
|
$
|
20.27
|
|
A summary of additional information about stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions except per share amounts)
|
|
2020
|
|
2019
|
|
2018
|
Weighted-average fair value per share of stock options granted
|
|
$
|
3.28
|
|
|
$
|
5.43
|
|
|
$
|
7.75
|
|
Aggregate intrinsic value of stock options exercised
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
5
|
|
Fair value of stock options vested
|
|
$
|
13
|
|
|
$
|
16
|
|
|
$
|
14
|
|
Information about stock options outstanding and exercisable as of January 30, 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic Value as of January 30, 2021
(in millions)
|
|
Number of
Shares as of
January 30, 2021
|
|
Weighted-
Average
Remaining
Contractual
Life (in years)
|
|
Weighted-
Average
Exercise Price Per Share
|
Options Outstanding
|
|
$
|
58
|
|
|
12,391,932
|
|
|
7.6
|
|
$
|
20.27
|
|
Options Exercisable
|
|
$
|
—
|
|
|
4,392,298
|
|
|
5.6
|
|
$
|
29.31
|
|
|
|
|
|
|
|
|
|
|
Nonemployee Stock Units and Stock Warrants
Under the 2016 Plan, some Stock Units are granted to members of the Board of Directors. Vesting is generally immediate in the case of members of the Board of Directors.
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. The stock warrants vest and may be exercised based on the achievement of certain net sales performance targets. The stock warrants expire after the end of the fiscal year 2025 performance period.
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 1,718,007, 1,381,391, and 1,008,100 shares issued under the ESPP in fiscal 2020, 2019, and 2018, respectively. As of January 30, 2021, there were 4,036,692 shares reserved for future issuances under the ESPP.
Note 11. Leases
Net lease cost recognized on our Consolidated Statements of Operations is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
($ in millions)
|
2020
|
|
2019
|
Operating lease cost
|
$
|
1,043
|
|
|
$
|
1,233
|
|
Variable lease cost
|
416
|
|
|
621
|
|
Sublease income
|
(4)
|
|
|
(9)
|
|
Net lease cost
|
$
|
1,455
|
|
|
$
|
1,845
|
|
As of January 30, 2021, 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
|
|
2021
|
$
|
1,071
|
|
2022
|
958
|
|
2023
|
836
|
|
2024
|
738
|
|
2025
|
626
|
|
Thereafter
|
2,575
|
|
Total minimum lease payments
|
6,804
|
|
Less: Interest
|
(1,356)
|
|
Present value of operating lease liabilities
|
5,448
|
|
Less: Current portion of operating lease liabilities (1)
|
(831)
|
|
|
|
Long-term operating lease liabilities (1)
|
$
|
4,617
|
|
__________
(1)Excludes operating lease liabilities reclassified as held for sale.
During fiscal 2020, non-cash operating lease asset activity, net of remeasurements and modifications, was $(362) million which includes $391 million of operating lease asset impairment. In addition, the non-cash operating lease activity also reflects the impact of permanent store closures resulting from our fleet rationalization efforts during fiscal year 2020. During fiscal 2019, non-cash operating lease asset activity, net of remeasurements and modifications, was $533 million. As of January 30, 2021 and February 1, 2020, the minimum lease commitment amount for operating leases signed but not yet commenced, primarily for retail stores, was $127 million and $240 million, respectively.
As of January 30, 2021 and February 1, 2020, the weighted-average remaining operating lease term was 8.2 years and 8.7 years, respectively and the weighted-average discount rate was 5.1 percent and 4.7 percent, respectively, for operating leases recognized on our Consolidated Financial Statements.
As of January 30, 2021 and February 1, 2020, the Company's finance leases were not material to our Consolidated Financial Statements.
See Note 1 of Notes to Consolidated Financial Statements for additional disclosures related to leases.
Note 12. Employee Benefit Plans
We 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 $42 million, $46 million, and $45 million in fiscal 2020, 2019, and 2018, respectively.
We maintain the Gap, Inc. Deferred Compensation Plan, which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee directors to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded within other long-term assets on the Consolidated Balance Sheets. As of January 30, 2021 and February 1, 2020, the assets related to the DCP were $43 million and $51 million, respectively, and were recorded within other long-term assets on the Consolidated Balance Sheets. As of January 30, 2021 and February 1, 2020, the corresponding liabilities related to the DCP were $44 million and $51 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 2020, 2019, and 2018 were not material.
Note 13. Earnings (Loss) per Share
Weighted-average number of shares used for earnings (loss) per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
(shares in millions)
|
|
2020
|
|
2019
|
|
2018
|
Weighted-average number of shares—basic
|
|
374
|
|
|
376
|
|
|
385
|
|
Common stock equivalents (1)
|
|
—
|
|
|
2
|
|
|
3
|
|
Weighted-average number of shares—diluted
|
|
374
|
|
|
378
|
|
|
388
|
|
__________
(1)For fiscal 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 period.
The anti-dilutive shares related to stock options and other stock awards excluded from the computation of weighted-average number of shares—diluted were 12 million, 14 million, and 7 million for fiscal 2020, 2019, and 2018, respectively, as their inclusion would have an anti-dilutive effect on earnings (loss) per share.
Note 14. 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 30, 2021, Actions filed against us included commercial, intellectual property, customer, employment, 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 30, 2021 and February 1, 2020, 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 30, 2021 and February 1, 2020 was not material for any individual Action or in total. Subsequent to January 30, 2021 and through the filing date of March 16, 2021, no information has become available that indicates a change is required that would be material to our Consolidated Financial Statements taken as a whole.
We cannot predict with assurance the outcome of Actions brought against us. Accordingly, developments, settlements, or resolutions may occur and impact income in the quarter of such development, settlement, or resolution. However, we do not believe that the outcome of any current Action would have a material effect on our Consolidated Financial Statements taken as a whole.
Old Navy Separation
On February 28, 2019, the Company announced that its Board of Directors approved a plan to separate the Company into two independently publicly-traded companies. On January 16, 2020, the Company announced it no longer intends to separate, as the cost and complexity of splitting into two companies, combined with softer business performance, limited our ability to create appropriate value from separation. As of February 1, 2020, there were $28 million of estimated costs related to contracts and commitments that were accrued as a result of the separation being canceled and were settled in fiscal 2020. These amounts were recorded within accrued expenses and other current liabilities on the Consolidated Balance Sheet.
Note 15. Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of January 30, 2021, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta. Each operating segment has a brand president who is responsible for various geographies and channels. Each of our brands serves customers through its store and online channels, allowing us to execute on our omni-channel strategy where customers can shop seamlessly across all of our brands in retail stores and online through desktop or mobile devices. We have determined that each of our operating segments share similar economic and other qualitative characteristics, and therefore the results of our operating segments are aggregated into one reportable segment as of January 30, 2021. We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments.
Net sales by brand and region are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Old Navy Global
|
|
Gap Global
|
|
Banana
Republic Global
|
|
Other (2)
|
|
Total
|
|
|
Fiscal 2020
|
|
|
|
|
|
|
U.S. (1)
|
|
$
|
6,898
|
|
|
$
|
2,099
|
|
|
$
|
1,242
|
|
|
$
|
1,411
|
|
|
$
|
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
|
|
|
$
|
1,414
|
|
|
$
|
13,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Old Navy Global
|
|
Gap Global
|
|
Banana
Republic Global (3)
|
|
Other (4)
|
|
Total
|
|
|
Fiscal 2019
|
|
|
|
|
|
|
U.S. (1)
|
|
$
|
7,259
|
|
|
$
|
2,723
|
|
|
$
|
2,191
|
|
|
$
|
1,225
|
|
|
$
|
13,398
|
|
|
|
Canada
|
|
587
|
|
|
349
|
|
|
215
|
|
|
2
|
|
|
1,153
|
|
|
|
Europe
|
|
—
|
|
|
525
|
|
|
14
|
|
|
—
|
|
|
539
|
|
|
|
Asia
|
|
45
|
|
|
943
|
|
|
96
|
|
|
—
|
|
|
1,084
|
|
|
|
Other regions
|
|
92
|
|
|
94
|
|
|
23
|
|
|
—
|
|
|
209
|
|
|
|
Total
|
|
$
|
7,983
|
|
|
$
|
4,634
|
|
|
$
|
2,539
|
|
|
$
|
1,227
|
|
|
$
|
16,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
Old Navy Global
|
|
Gap Global
|
|
Banana
Republic Global
|
|
Other (4)
|
|
Total
|
|
|
Fiscal 2018
|
|
|
|
|
|
|
U.S. (1)
|
|
$
|
7,134
|
|
|
$
|
2,990
|
|
|
$
|
2,095
|
|
|
$
|
1,121
|
|
|
$
|
13,340
|
|
|
|
Canada
|
|
584
|
|
|
379
|
|
|
227
|
|
|
3
|
|
|
1,193
|
|
|
|
Europe
|
|
—
|
|
|
589
|
|
|
14
|
|
|
—
|
|
|
603
|
|
|
|
Asia
|
|
50
|
|
|
1,089
|
|
|
94
|
|
|
—
|
|
|
1,233
|
|
|
|
Other regions
|
|
72
|
|
|
113
|
|
|
26
|
|
|
—
|
|
|
211
|
|
|
|
Total
|
|
$
|
7,840
|
|
|
$
|
5,160
|
|
|
$
|
2,456
|
|
|
$
|
1,124
|
|
|
$
|
16,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________
(1)U.S. includes the United States, Puerto Rico, and Guam.
(2)Primarily consists of net sales for the Athleta, Intermix, and Hill City brands. Beginning in fiscal 2020, Janie and Jack net sales are also included. Net sales for Athleta for fiscal 2020 were $1,135 million.
(3)Banana Republic Global includes net sales for the Janie and Jack brand from March 4, 2019 through February 1, 2020.
(4)Primarily consists of net sales for the Athleta, Intermix, and Hill City brands as well as a portion of income related to our credit card agreement. Net sales for Athleta for fiscal 2019, and 2018 were $978 million, and $881 million, respectively.
Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise or the distribution center or store from which the products were shipped.
Long-lived assets, excluding long-term derivative financial instruments in an asset position and long-term deferred tax assets, by geographic location are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
January 30,
2021
|
|
February 1,
2020
|
U.S. (1)
|
|
$
|
6,085
|
|
|
$
|
7,169
|
|
Other regions
|
|
1,314
|
|
|
1,773
|
|
Total long-lived assets
|
|
$
|
7,399
|
|
|
$
|
8,942
|
|
__________
(1)U.S. includes the United States, Puerto Rico, and Guam.
Note 16. Store Closing and Other Operating Cost
On February 28, 2019, the Company announced plans to restructure the specialty fleet and revitalize the Gap brand during fiscal 2019 and fiscal 2020. In response to COVID-19, the Company shifted its focus towards adapting to the COVID-19 challenges and as a result the restructuring costs were not material in fiscal 2020.
For the fiscal year ended February 1, 2020, we incurred $61 million of pre-tax costs related to the store closing and other operating cost which included $22 million recorded within cost of goods sold and occupancy expenses and $39 million recorded within operating expenses on the Consolidated Statement of Operations.
As of January 30, 2021 and February 1, 2020, the balance for liabilities related to restructuring is not material.