Cover Page
Cover Page - shares | 3 Months Ended | |
May 02, 2020 | Jun. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | May 2, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-7562 | |
Entity Registrant Name | GAP, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-1697231 | |
Entity Address, Address Line One | Two Folsom Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 415 | |
Local Phone Number | 427-0100 | |
Title of 12(b) Security | Common Stock, $0.05 par value | |
Trading Symbol | GPS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 373,470,696 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000039911 | |
Current Fiscal Year End Date | --01-30 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 1,028 | $ 1,364 | $ 941 |
Available-for-sale Securities, Current | 51 | 290 | 272 |
Merchandise inventory | 2,217 | 2,156 | 2,242 |
Other current assets | 920 | 706 | 757 |
Total current assets | 4,216 | 4,516 | 4,212 |
Property and equipment, net of accumulated depreciation of $5,886, $5,839, and $5,871 | 2,945 | 3,122 | 3,129 |
Operating Lease, Right-of-Use Asset | 4,851 | 5,402 | 5,732 |
Other long-term assets | 698 | 639 | 547 |
Total assets | 12,710 | 13,679 | 13,620 |
Current liabilities: | |||
Current maturities of debt | 500 | 0 | 0 |
Accounts payable | 971 | 1,174 | 994 |
Accrued expenses and other current liabilities | 1,051 | 1,067 | 882 |
Operating Lease, Liability, Current | 886 | 920 | 929 |
Income taxes payable | 23 | 48 | 26 |
Total current liabilities | 3,431 | 3,209 | 2,831 |
Long-term liabilities: | |||
Total long-term debt | 1,250 | 1,249 | 1,249 |
Lease incentives and other long-term liabilities | 381 | 397 | 372 |
Operating Lease, Liability, Noncurrent | 5,331 | 5,508 | 5,597 |
Total long-term liabilities | 6,962 | 7,154 | 7,218 |
Commitments and contingencies (see Note 9) | |||
Stockholders' equity: | |||
Authorized 2,300 shares for all periods presented; Issued and Outstanding 373, 371, and 378 shares | 19 | 19 | 19 |
Additional Paid in Capital | 17 | 0 | 0 |
Retained earnings | 2,235 | 3,257 | 3,495 |
Amounts reclassified from accumulated other comprehensive income | 46 | 40 | 57 |
Total stockholders' equity | 2,317 | 3,316 | 3,571 |
Total liabilities and stockholders' equity | $ 12,710 | $ 13,679 | $ 13,620 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Millions, $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Property and equipment, accumulated depreciation | $ 5,886 | $ 5,839 | $ 5,871 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 |
Common stock, shares authorized (in shares) | 2,300 | 2,300 | 2,300 |
Common stock, shares issued (in shares) | 373 | 371 | 378 |
Common stock, shares outstanding (in shares) | 373 | 371 | 378 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Net Sales | $ 2,107 | $ 3,706 |
Cost of goods sold and occupancy expenses | 1,839 | 2,362 |
Gross profit | 268 | 1,344 |
Operating Expenses | 1,512 | 1,028 |
Operating income (loss) | (1,244) | 316 |
Interest Expense | 19 | 20 |
Interest income | (4) | (6) |
Income (loss) before income taxes | (1,259) | 302 |
Income taxes | (327) | 75 |
Net income (loss) | $ (932) | $ 227 |
Weighted-average number of shares - basic (in shares) | 372 | 379 |
Weighted-average number of shares - diluted (in shares) | 372 | 381 |
Earnings (loss) per share - basic (in dollars per share) | $ (2.51) | $ 0.60 |
Earnings (loss) per share - diluted (in dollars per share) | $ (2.51) | $ 0.60 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Net income (loss) | $ (932) | $ 227 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | (9) | (1) |
Change in fair value of derivative financial instruments, net of tax of $2 and $4 | 19 | 9 |
Reclassification adjustment for gains on derivative financial instruments, net of tax of $- and $(2) | (4) | (4) |
Other comprehensive income (loss), net of tax | 6 | 4 |
Comprehensive income (loss) | $ (926) | $ 231 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Change in fair value of derivative financial instruments, net of tax (tax benefit) | $ 2 | $ 4 |
Reclassification adjustment for (gains) losses on derivative financial instruments, net of (tax) tax benefit | $ 0 | $ (2) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS" EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Stock optionsCommon Stock [Member] | Stock Units [Member] |
Common stock, shares issued (in shares) | 378 | ||||||
Stockholders' Equity Attributable to Parent | $ 3,553 | $ 19 | $ 0 | $ 3,481 | $ 53 | ||
Net income (loss) | 227 | 227 | |||||
Stock Repurchased and Retired During Period, Shares | (2) | ||||||
Other comprehensive income (loss), net of tax | 4 | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (1) | (1) | |||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 9 | 9 | |||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (4) | (4) | |||||
Stock Repurchased and Retired During Period, Value | (50) | $ 0 | (15) | (35) | |||
Stock Issued During Period, Shares, Other | 1 | 1 | |||||
Stock Issued During Period, Value, Other | 10 | 0 | 10 | ||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (19) | $ 0 | (19) | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 24 | 24 | |||||
Dividends, Cash | $ (92) | (92) | |||||
Common stock, shares issued (in shares) | 378 | 378 | |||||
Stockholders' Equity Attributable to Parent | $ 3,571 | $ 19 | 0 | 3,495 | 57 | ||
Lease 842 Initial Application Period Cumulative Effect | $ (86) | (86) | |||||
Common stock, shares issued (in shares) | 371 | 371 | |||||
Stockholders' Equity Attributable to Parent | $ 3,316 | $ 19 | 0 | 3,257 | 40 | ||
Net income (loss) | (932) | (932) | |||||
Other comprehensive income (loss), net of tax | 6 | ||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (9) | (9) | |||||
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 19 | 19 | |||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (4) | (4) | |||||
Stock Issued During Period, Shares, Other | 1 | 1 | |||||
Stock Issued During Period, Value, Other | 6 | 0 | 6 | ||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | (7) | $ 0 | (7) | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 18 | 18 | |||||
Dividends, Cash | $ (90) | (90) | |||||
Common stock, shares issued (in shares) | 373 | 373 | |||||
Stockholders' Equity Attributable to Parent | $ 2,317 | $ 19 | $ 17 | $ 2,235 | $ 46 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS" EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Common Stock, Dividends, Per Share, Declared | $ 0 | $ 0.2425 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Other Asset Impairment Charges | $ 124 | $ 0 |
Operating Lease, Impairment Loss | 360 | 0 |
Cash flows from operating activities: | ||
Net income (loss) | (932) | 227 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 130 | 138 |
Share-based compensation | 18 | 24 |
Non-cash and other items | 3 | 7 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | (191) |
Deferred income taxes | (41) | 23 |
Changes in operating assets and liabilities: | ||
Merchandise inventory | 79 | 83 |
Other current assets and other long-term assets | (126) | (25) |
Accounts payable | (203) | (100) |
Accrued expenses and other current liabilities | (86) | (37) |
Income taxes payable, net of receivables and other tax-related items | (322) | 36 |
Lease incentives and other long-term liabilities | (18) | 14 |
Operating lease assets and liabilities, net | (20) | (54) |
Net cash provided by (used for) operating activities | (940) | 29 |
Cash flows from investing activities: | ||
Proceeds from Sale of Buildings | 0 | 220 |
Purchases of property and equipment | (122) | (165) |
Payments to Acquire Short-term Investments | (59) | (69) |
Proceeds from Sale, Maturity and Collection of Short-term Investments | 297 | 86 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (69) |
Net cash provided by (used for) investing activities | 116 | (340) |
Payments to Acquire Buildings | 0 | (343) |
Cash flows from financing activities: | ||
Proceeds from issuances under share-based compensation plans | 6 | 10 |
Withholding tax payments related to vesting of stock units | (7) | (19) |
Repurchases of common stock | 0 | (50) |
Cash dividends paid | 0 | (92) |
Net cash provided by (used for) financing activities | 499 | (151) |
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | (8) | 0 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (333) | (462) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents beginning of period | 1,381 | 1,420 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period | 1,048 | 958 |
Supplemental disclosure of cash flow information: | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 38 | 38 |
Cash paid for income taxes during the period, net of refunds | 37 | $ 18 |
Proceeds from revolving credit facility | $ 500 |
Accounting Policies
Accounting Policies | 3 Months Ended |
May 02, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Accounting Policies [Text Block] | Note 1 . Accounting Policies Basis of Presentation The Condensed Consolidated Balance Sheets as of May 2, 2020 and May 4, 2019 , and the Condensed Consolidated Statements of Operations, the Condensed Consolidated Statements of Comprehensive Income (Loss), the Condensed Consolidated Statements of Stockholders' Equity, and the Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended May 2, 2020 and May 4, 2019 , have been prepared by The Gap, Inc. (the “Company,” “we,” and “our”). In the opinion of management, such statements contain all normal and recurring adjustments (except as otherwise disclosed) considered necessary to present fairly our financial position, results of operations, comprehensive income (loss), stockholders' equity, and cash flows as of May 2, 2020 and May 4, 2019 and for all periods presented. The Condensed Consolidated Balance Sheet as of February 1, 2020 has been derived from our audited financial statements. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted from these interim financial statements, although the Company believes that the disclosures made are adequate to make the information not misleading. We suggest that you read these Condensed Consolidated Financial Statements in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 . The results of operations for the thirteen weeks ended May 2, 2020 are not necessarily indicative of the operating results that may be expected for the 52-week period ending January 30, 2021 . COVID-19 In March 2020, the World Health Organization declared the coronavirus disease ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. To date, COVID-19 has surfaced in nearly all regions around the world and resulted in restrictions and shutdowns implemented by national, state, and local authorities. As a result of the pandemic, we temporarily closed our North America retail stores and a significant number of our stores in Asia and Europe, causing a significant reduction in net sales in the first quarter of fiscal 2020. The Company also implemented several actions during the first quarter of fiscal 2020 to enhance liquidity and financial flexibility. These actions included the draw-down of the entire $500 million available on our revolving credit facility as defined in Note 3 of Notes to Condensed Consolidated Financial Statements, suspending share repurchases, and deferring the record and payment dates for our previously announced first quarter of fiscal 2020 dividend. In addition, on May 7, 2020, we announced new debt financing as described in Note 12 of Notes to Condensed Consolidated Financial Statements. Beginning in April 2020, we suspended rent payments under the leases for our temporarily closed stores in North America. We considered the Financial Accounting Standards Board's ("FASB") recent guidance regarding lease modifications as a result of the effects of the COVID-19 pandemic and have elected to apply the temporary practical expedient to account for changes. We have recorded accruals for rent payment deferrals and accounted for deferred rental payments as though no changes to the lease contract were made. During the thirteen weeks ended May 2, 2020 , the Company recorded inventory related impairment costs of $235 million , primarily related to seasonal inventory that was stranded in stores when closures occurred or seasonal inventory in distribution centers that was planned for store sales. The costs also include impaired garment and fabric commitment costs for future seasonal product. Additionally, on March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act ("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. The Company is considering certain beneficial provisions of the CARES Act, including the net operating loss carryback provision. See Note 7 of Notes to Condensed Consolidated Financial Statements for more information on the income taxes impact of the CARES Act. The Company also considered the impact of COVID-19 on the assumptions and estimates used when preparing these quarterly financial statements including the impairment of long-lived store assets and operating lease assets, inventory valuation, income taxes, sales return allowance, and future compliance with debt covenants. These assumptions and estimates may change as the current situation evolves or new events occur and additional information is obtained. If the economic conditions caused by COVID-19 worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company's results of operations, financial position, and liquidity. See the following Notes to the Condensed Consolidated Financial Statements for further detail of the impact of these assumptions and estimates. 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 Condensed Consolidated Balance Sheets. Otherwise, restricted cash is included within other current assets on our Condensed Consolidated Balance Sheets. As of May 2, 2020 , restricted cash primarily included consideration that serves as collateral for our insurance obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows: ($ in millions) May 2, February 1, May 4, Cash and cash equivalents, per Condensed Consolidated Balance Sheets $ 1,028 $ 1,364 $ 941 Restricted cash included in other current assets — — — Restricted cash included in other long-term assets 20 17 17 Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows $ 1,048 $ 1,381 $ 958 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 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 Condensed Consolidated Financial Statements or related disclosures. Accounting Pronouncements Not Yet Adopted Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements, 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 is currently evaluating the impact this guidance may have on our Condensed Consolidated Financial Statements. |
Revenue
Revenue | 3 Months Ended |
May 02, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue The Company’s revenues include merchandise sales at stores, online, and through franchise agreements. We also receive revenue sharing from our credit card agreement for private label and co-branded credit cards, and breakage revenue related to our gift cards, credit vouchers, and outstanding loyalty points. Breakage revenue is recognized based upon historical redemption patterns. For online sales, the Company has elected to treat shipping and handling as fulfillment activities and not as a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the customer, which is generally at the time of shipment. We also record an allowance for estimated returns based on our historical return patterns and various other assumptions that management believes to be reasonable. Revenues are presented net of any taxes collected from customers and remitted to governmental authorities. Our credit card agreement 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 include 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 Condensed Consolidated Statements of Operations. We also have franchise agreements with unaffiliated franchisees to operate Gap, Banana Republic, and Old Navy 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. As of the quarter ended May 2, 2020 and May 4, 2019 , there were no material contract liabilities related to our franchise agreements. 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 the thirteen weeks ended May 2, 2020 , the opening and closing balance of deferred revenue for these obligations was $226 million and $ 198 million , respectively; $79 million of the opening balance was recognized as revenue during the period. For the thirteen weeks ended May 4, 2019 , the opening and closing balance of deferred revenue for these obligations was $227 million and $ 206 million , respectively; $97 million of the opening balance was recognized as revenue during the period. We expect that the majority of our revenue deferrals as of the quarter ended May 2, 2020 , will be recognized as revenue in the next 12 months as our performance obligations are satisfied. Net sales disaggregated for stores and online sales for the thirteen weeks ended May 2, 2020 and May 4, 2019 was as follows: 13 Weeks Ended ($ in millions) May 2, 2020 May 4, 2019 Store sales (1) $ 1,108 $ 2,823 Online sales (2) 999 883 Total net sales $ 2,107 $ 3,706 __________ (1) Store sales primarily includes 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 Condensed Consolidated Financial Statements for further details. (2) Online sales primarily include sales made through our online channels including ship-from-store sales, buy online pick-up in store sales, and order-in-store sales. See Note 10 of Notes to Condensed Consolidated Financial Statements for further disaggregation of revenue by brand and by region. |
Debt and Credit Facilities
Debt and Credit Facilities | 3 Months Ended |
May 02, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Credit Facilities | Debt and Credit Facilities As of May 2, 2020 , February 1, 2020 , and May 4, 2019 , the estimated fair value of our $1.25 billion aggregate principal amount of 5.95 percent notes due April 2021 (the “2021 Notes”) was $1.28 billion , $1.29 billion , and $1.30 billion , respectively, and was based on the quoted market price of the 2021 Notes (level 1 inputs) as of the last business day of the respective fiscal quarter. As of May 2, 2020, we had the intent and ability to refinance the 2021 Notes on a long-term basis therefore the aggregate principal amount of the 2021 Notes is recorded in long-term debt on the Condensed Consolidated Balance Sheets, net of the unamortized discount. On June 6, 2020, we redeemed our 2021 Notes. See Note 12 of Notes to Condensed Consolidated Financial Statements for further information regarding subsequent events. We also had a $500 million , five -year, revolving credit facility, which was scheduled to expire in May 2023 . On March 25, 2020, we drew down the entire amount under the revolving credit facility resulting in a total of $500 million outstanding as of May 2, 2020 . The borrowings accrued interest at a base rate (typically LIBOR) plus a margin based on our long-term senior unsecured credit ratings and our leverage ratio. The draw-down proceeds were recorded in revolving credit facility on the Condensed Consolidated Balance Sheet. There were no material outstanding letters of credit under the revolving credit facility as of May 2, 2020 . On May 7, 2020, we completed the offering of $500 million aggregate principal amount of 8.375 percent Senior Secured Notes due 2023 (the "2023 Notes"), $750 million aggregate principal amount of 8.625 percent Senior Secured Notes due 2025 (the "2025 Notes") and $1 billion aggregate principal amount of 8.875 percent Senior Secured Notes due 2027 (the "2027 Notes" and, with the 2023 Notes and the 2025 Notes, the "Notes") in a private placement to qualified buyers. Concurrently with the issuance of the Notes, the Company amended the existing unsecured revolving credit facility with a third amended and restated senior secured asset-based revolving credit agreement (the "ABL Facility"). Additionally, on May 7, 2020, we repaid the $500 million that was outstanding under our existing unsecured revolving credit facility and did not borrow any funds under the ABL Facility. The amended ABL Facility has a $1.8675 billion borrowing capacity and includes revised financial covenant requirements. See Note 12 of Notes to Condensed Consolidated Financial Statements for further information regarding subsequent events. The Company expects to maintain compliance with the applicable financial covenants 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”). These Foreign Facilities are uncommitted and are generally available for borrowings, overdraft borrowings, and the issuance of bank guarantees. The total capacity of the Foreign Facilities was $55 million as of May 2, 2020 . As of May 2, 2020 , there were no borrowings under the Foreign Facilities. There were $17 million in bank guarantees issued and outstanding primarily related to store leases under the Foreign Facilities as of May 2, 2020 . We have bilateral unsecured standby letter of credit agreements that are uncommitted and do not have expiration dates. As of May 2, 2020 , we had $20 million |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
May 02, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale debt securities. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques. There were no purchases, sales, issuances, or settlements related to recurring level 3 measurements during the thirteen weeks ended May 2, 2020 or May 4, 2019 . There were no transfers of financial assets or liabilities into or out of level 1, level 2, and level 3 during the thirteen weeks ended May 2, 2020 and May 4, 2019 . Financial Assets and Liabilities Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows: Fair Value Measurements at Reporting Date Using ($ in millions) May 2, 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 $ 139 $ — $ 139 $ — Short-term investments 51 — 51 — Derivative financial instruments 36 — 36 — Deferred compensation plan assets 47 47 — — Other assets 2 — — 2 Total $ 275 $ 47 $ 226 $ 2 Liabilities: Derivative financial instruments $ 5 $ — $ 5 $ — 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 $ — Fair Value Measurements at Reporting Date Using ($ in millions) May 4, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 222 $ 13 $ 209 $ — Short-term investments 272 129 143 — Derivative financial instruments 27 — 27 — Deferred compensation plan assets 51 51 — — Other assets 2 — — 2 Total $ 574 $ 193 $ 379 $ 2 Liabilities: Derivative financial instruments $ 6 $ — $ 6 $ — We have highly liquid investments classified as cash equivalents, which are placed primarily in time deposits, money market funds, and commercial paper. 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 available-for-sale securities are comprised of investments in debt securities. These securities are recorded at fair value using market prices. As of May 2, 2020 and May 4, 2019 , the Company held $51 million and $272 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 Condensed Consolidated Balance Sheets. In addition, as of May 2, 2020 and May 4, 2019 , the Company held $1 million and $35 million 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 Condensed Consolidated Balance Sheets. Unrealized gains and losses on available-for-sale debt securities included within accumulated other comprehensive income were immaterial as of May 2, 2020 and May 4, 2019 . The Company regularly reviews its available-for-sale debt securities for other-than-temporary impairment. For the thirteen weeks ended May 2, 2020 and May 4, 2019 , the Company did not consider any of its securities to be other-than-temporarily impaired and, accordingly, did not recognize any impairment loss. Derivative financial instruments primarily include foreign exchange forward contracts. The fair value of the Company’s derivative financial instruments is determined using pricing models based on current market rates. See Note 5 of Notes to Condensed Consolidated Financial Statements for information regarding currencies hedged against the U.S. dollar. We maintain the Gap, Inc., Deferred Compensation Plan (“DCP”), which allows eligible employees to defer base compensation and bonus up to a maximum percentage, and non-employee directors to defer receipt of a portion of their Board fees. Plan investments are directed by participants and are recorded at market value and designated for the DCP. The fair value of the Company’s DCP assets is determined based on quoted market prices, and the assets are recorded in other long-term assets on the Condensed Consolidated Balance Sheets. Nonfinancial Assets 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 asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores, is at the store level. 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 in operating expenses on the Consolidated Statements of Operations. For operating lease assets, the Company determines the fair value of the assets by discounting the estimated market rental rates over the remaining term of the lease. These estimates can be affected by factors such as future store results, real estate demand, store closure plans, property specific discount rate and economic conditions that can be difficult to predict. These fair value measurements qualify as level 3 measurements in the fair value hierarchy. The impact of the COVID-19 pandemic resulted in a qualitative indication of impairment related to our store long-lived assets. For store locations, we analyzed our store asset recoverability. During the thirteen weeks ended May 2, 2020 , the Company recorded an impairment of store assets of $124 million , and impairment of operating lease assets of $360 million . The impairment of the store assets reduced the carrying amount of the applicable long-lived assets of $127 million to their fair value of $3 million . The impairment of the operating lease assets reduced the carrying amount of the applicable long-lived assets of $1,358 million to their fair value of $998 million . The impairment charges were recorded in operating expenses on the Condensed Consolidated Statement of Operations. During the thirteen weeks ended May 4, 2019 , there were no material impairment charges recorded for long-lived assets. We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. There were no impairment charges recorded for goodwill or other indefinite-lived intangible assets for the thirteen weeks ended May 2, 2020 or May 4, 2019 . |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
May 02, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into with large, reputable, financial institutions that are monitored for counterparty risk. The currencies hedged against changes in the U.S. dollar are Canadian dollar, Japanese yen, British pound, Mexican peso, Euro, and Chinese yuan. Cash flows from derivative financial instruments are classified as cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. 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. The effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income and is recognized into net income (loss) during the period in which the underlying transaction impacts the Condensed Consolidated Statements of Operations. 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 impact of the underlying intercompany balances, is recorded in operating expenses on the Condensed Consolidated Statements of Operations in the same period and generally offset each other. Outstanding Notional Amounts We had foreign exchange forward contracts outstanding in the following notional amounts: ($ in millions) May 2, February 1, May 4, Derivatives designated as cash flow hedges $ 319 $ 501 $ 610 Derivatives not designated as hedging instruments 785 689 666 Total $ 1,104 $ 1,190 $ 1,276 Quantitative Disclosures about Derivative Financial Instruments The fair values of foreign exchange forward contracts are as follows: ($ in millions) May 2, February 1, May 4, Derivatives designated as cash flow hedges: Other current assets $ 16 $ 6 $ 20 Accrued expenses and other current liabilities — 2 2 Derivatives not designated as hedging instruments: Other current assets 20 4 7 Accrued expenses and other current liabilities 5 8 4 Total derivatives in an asset position $ 36 $ 10 $ 27 Total derivatives in a liability position $ 5 $ 10 $ 6 All of the unrealized gains and losses from designated cash flow hedges as of May 2, 2020 will be recognized into net income (loss) within the next 12 months at the then-current values, which may differ from the fair values as of May 2, 2020 shown above. Our foreign exchange forward contracts are subject to master netting arrangements with each of our counterparties and such arrangements are enforceable in the event of default or early termination of the contract. We do not elect to offset the fair values of our derivative financial instruments on the Condensed Consolidated Balance Sheets, and as such, the fair values shown above represent gross amounts. The amounts subject to enforceable master netting arrangements were not material as of May 2, 2020 , February 1, 2020 , and May 4, 2019 , respectively. See Note 4 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments. The effective portion of gains and losses on foreign exchange forward contracts designated in a cash flow hedging relationship recorded in other comprehensive income, on a pre-tax basis, are as follows: 13 Weeks Ended ($ in millions) May 2, May 4, Gain recognized in other comprehensive income $ 21 $ 13 The pre-tax amounts recognized in net income (loss) related to derivative instruments are as follows: Location and Amount of Gain Recognized in Net Income (Loss) 13 Weeks Ended 13 Weeks Ended ($ in millions) Cost of goods sold and occupancy expense Operating expenses Cost of goods sold and occupancy expense Operating expenses Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded $ 1,839 $ 1,512 $ 2,362 $ 1,028 Gain recognized in net income (loss) Derivatives designated as cash flow hedges (4 ) — (6 ) — Derivatives not designated as hedging instruments — (43 ) — (9 ) Total gain recognized in net income (loss) $ (4 ) $ (43 ) $ (6 ) $ (9 ) |
Share Repurchases
Share Repurchases | 3 Months Ended |
May 02, 2020 | |
Disclosure Share Repurchase Activity [Abstract] | |
Share Repurchases | Share Repurchases Share repurchase activity is as follows: 13 Weeks Ended ($ and shares in millions except average per share cost) May 2, May 4, Number of shares repurchased (1) — 1.9 Total cost $ — $ 50 Average per share cost including commissions $ — $ 25.96 __________ (1) Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units. In February 2019, the Board of Directors approved a new $1.0 billion share repurchase authorization (the "February 2019 repurchase program"). The February 2019 repurchase program had $800 million remaining as of May 2, 2020 . On March 12, 2020, the Company announced its decision to suspend share repurchases through fiscal 2020. All of the share repurchases were paid for as of February 1, 2020 , and May 4, 2019 . All common stock repurchased is immediately retired. |
Income Taxes
Income Taxes | 3 Months Ended |
May 02, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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. The effective income tax rate was 26.0 percent for the thirteen weeks ended May 2, 2020 , compared with 24.8 percent for the thirteen weeks ended May 4, 2019 . The increase in the effective tax rate is primarily due to the net operating loss carryback provisions of the CARES Act and changes in the mix of pretax income between domestic and international operations. 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 are also no longer subject to U.S. state, local, or non-U.S. income tax examinations for fiscal years before 2008. The Company is 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 May 2, 2020 , it is reasonably possible that we will recognize a decrease in gross unrecognized tax benefits within the next 12 months of up to $1 million , primarily due to the closing of audits. If we do recognize such a decrease, the net impact on the Condensed Consolidated Statements of Operations would not be material. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
May 02, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings (Loss) Per Share Weighted-average number of shares used for earnings (loss) per share is as follows: 13 Weeks Ended (shares in millions) May 2, May 4, Weighted-average number of shares - basic 372 379 Common stock equivalents (1) — 2 Weighted-average number of shares - diluted 372 381 __________ (1) For the first quarter of 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 quarter. The anti-dilutive shares related to stock options and other stock awards excluded from the computation of weighted-average number of shares – diluted were 15 million and 11 million for the thirteen weeks ended May 2, 2020 and May 4, 2019 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 02, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are a party to a variety of contractual agreements under which we may be obligated to indemnify the other party for certain matters. These contracts primarily relate to our commercial contracts, operating leases, trademarks, intellectual property, financial agreements, and various other agreements. Under these contracts, we may provide certain routine indemnifications relating to representations and warranties (e.g., ownership of assets, environmental or tax indemnifications), or personal injury matters. The terms of these indemnifications range in duration and may not be explicitly defined. Generally, the maximum obligation under such indemnifications is not explicitly stated, and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our Condensed 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 May 2, 2020 , 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 May 2, 2020 , February 1, 2020 , and May 4, 2019 , 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 May 2, 2020 , February 1, 2020 , and May 4, 2019 , was not material for any individual Action or in total. Subsequent to May 2, 2020 , and through the filing date of this Quarterly Report on Form 10-Q, no information has become available that indicates a change is required that would be material to our Condensed Consolidated Financial Statements taken as a whole. We cannot predict with assurance the outcome of Actions brought against us. However, we do not believe that the outcome of any current Action would have a material effect on our Condensed Consolidated Financial Statements taken as a whole. |
Segment Information
Segment Information | 3 Months Ended |
May 02, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We identify our operating segments according to how our business activities are managed and evaluated. As of May 2, 2020 , our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, Athleta, and Intermix. 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 May 2, 2020 . 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 (3) Total 13 Weeks Ended May 2, 2020 U.S. (1) $ 949 $ 311 $ 245 $ 256 $ 1,761 Canada 77 34 24 — 135 Europe — 54 3 — 57 Asia 1 108 12 — 121 Other regions 11 17 5 — 33 Total $ 1,038 $ 524 $ 289 $ 256 $ 2,107 ($ in millions) Old Navy Global Gap Global Banana Republic Global (2) Other (4) Total 13 Weeks Ended May 4, 2019 U.S. (1) $ 1,641 $ 608 $ 487 $ 286 $ 3,022 Canada 128 69 47 1 245 Europe — 121 3 — 124 Asia 10 233 26 — 269 Other regions 20 21 5 — 46 Total $ 1,799 $ 1,052 $ 568 $ 287 $ 3,706 __________ (1) U.S. includes the United States, Puerto Rico, and Guam. (2) Banana Republic Global fiscal year 2019 net sales include the Janie and Jack brand beginning March 4, 2019. (3) Primarily consists of net sales for the Athleta, Intermix, and Hill City brands. Beginning in fiscal year 2020, Janie and Jack net sales are also included. Net sales for Athleta for the thirteen weeks ended May 2, 2020 were $205 million . (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 the thirteen weeks ended May 4, 2019 were $223 million . 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. |
Store Closing and Other Operati
Store Closing and Other Operating Cost | 3 Months Ended |
May 02, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Store Closing and Other Operating Cost In fiscal 2019, the Company announced plans to restructure the specialty fleet and revitalize the Gap brand, including closing about 230 Gap specialty stores during fiscal 2019 and fiscal 2020. The Company believes these actions will drive a healthier specialty fleet and will serve a more appropriate foundation for brand revitalization. In response to the COVID-19 pandemic, the Company shifted its focus towards adapting to the COVID-19 challenges and as a result the restructuring costs were not material in the first quarter of fiscal 2020. The Company will continue to evaluate its specialty fleet restructuring strategy as the impact of the COVID-19 pandemic on the business evolves through the remainder of the fiscal year. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 02, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On May 7, 2020, we completed the issuance of our 2023 Notes, 2025 Notes, and 2027 Notes and received gross proceeds of $2.25 billion in a private placement to qualified buyers. On May 7, 2020, concurrent with the issuance of the Notes, we incurred approximately $43 million of underwriting and other fees, which effectively reduced the proceeds we received from the issuance of the Notes. The scheduled maturity and principal amount of the Notes are as follows: Scheduled Maturity ($ 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. The Notes are secured by the Company’s real and intellectual property and equipment and intangibles. On May 7, 2020, we also entered into the ABL Facility in an initial aggregate principal amount of up to $1.8675 billion . The ABL Facility bears interest at a base rate (typically LIBOR) plus a margin depending on borrowing base availability. 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 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 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 Credit Agreement includes, as a financial covenant, a springing fixed charge coverage ratio which arises when availability falls below a specified threshold. On June 6, 2020, we redeemed our 2021 Notes and paid the required make-whole premium. Following the redemption, our obligations under the 2021 Notes were discharged. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 3 Months Ended |
May 02, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | As of May 2, 2020 , restricted cash primarily included consideration that serves as collateral for our insurance obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows: ($ in millions) May 2, February 1, May 4, Cash and cash equivalents, per Condensed Consolidated Balance Sheets $ 1,028 $ 1,364 $ 941 Restricted cash included in other current assets — — — Restricted cash included in other long-term assets 20 17 17 Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows $ 1,048 $ 1,381 $ 958 |
Revenue Revenue (Tables)
Revenue Revenue (Tables) | 3 Months Ended |
May 02, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Net sales disaggregated for stores and online sales for the thirteen weeks ended May 2, 2020 and May 4, 2019 was as follows: 13 Weeks Ended ($ in millions) May 2, 2020 May 4, 2019 Store sales (1) $ 1,108 $ 2,823 Online sales (2) 999 883 Total net sales $ 2,107 $ 3,706 __________ (1) Store sales primarily includes 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 Condensed Consolidated Financial Statements for further details. (2) Online sales primarily include sales made through our online channels including ship-from-store sales, buy online pick-up in store sales, and order-in-store sales. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
May 02, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets And Liabilities Measured At Fair Value On Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows: Fair Value Measurements at Reporting Date Using ($ in millions) May 2, 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 $ 139 $ — $ 139 $ — Short-term investments 51 — 51 — Derivative financial instruments 36 — 36 — Deferred compensation plan assets 47 47 — — Other assets 2 — — 2 Total $ 275 $ 47 $ 226 $ 2 Liabilities: Derivative financial instruments $ 5 $ — $ 5 $ — 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 $ — Fair Value Measurements at Reporting Date Using ($ in millions) May 4, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 222 $ 13 $ 209 $ — Short-term investments 272 129 143 — Derivative financial instruments 27 — 27 — Deferred compensation plan assets 51 51 — — Other assets 2 — — 2 Total $ 574 $ 193 $ 379 $ 2 Liabilities: Derivative financial instruments $ 6 $ — $ 6 $ — |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
May 02, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign Exchange Forward Contracts Outstanding | We had foreign exchange forward contracts outstanding in the following notional amounts: ($ in millions) May 2, February 1, May 4, Derivatives designated as cash flow hedges $ 319 $ 501 $ 610 Derivatives not designated as hedging instruments 785 689 666 Total $ 1,104 $ 1,190 $ 1,276 |
Fair Values of Asset and Liability Derivative Financial Instruments | The fair values of foreign exchange forward contracts are as follows: ($ in millions) May 2, February 1, May 4, Derivatives designated as cash flow hedges: Other current assets $ 16 $ 6 $ 20 Accrued expenses and other current liabilities — 2 2 Derivatives not designated as hedging instruments: Other current assets 20 4 7 Accrued expenses and other current liabilities 5 8 4 Total derivatives in an asset position $ 36 $ 10 $ 27 Total derivatives in a liability position $ 5 $ 10 $ 6 |
Effects of Derivative Financial Instruments on OCI and Condensed Consolidated Statements of Income | The pre-tax amounts recognized in net income (loss) related to derivative instruments are as follows: Location and Amount of Gain Recognized in Net Income (Loss) 13 Weeks Ended 13 Weeks Ended ($ in millions) Cost of goods sold and occupancy expense Operating expenses Cost of goods sold and occupancy expense Operating expenses Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded $ 1,839 $ 1,512 $ 2,362 $ 1,028 Gain recognized in net income (loss) Derivatives designated as cash flow hedges (4 ) — (6 ) — Derivatives not designated as hedging instruments — (43 ) — (9 ) Total gain recognized in net income (loss) $ (4 ) $ (43 ) $ (6 ) $ (9 ) The effective portion of gains and losses on foreign exchange forward contracts designated in a cash flow hedging relationship recorded in other comprehensive income, on a pre-tax basis, are as follows: 13 Weeks Ended ($ in millions) May 2, May 4, Gain recognized in other comprehensive income $ 21 $ 13 |
Share Repurchases (Tables)
Share Repurchases (Tables) | 3 Months Ended |
May 02, 2020 | |
Disclosure Share Repurchase Activity [Abstract] | |
Share Repurchase Activity | Share repurchase activity is as follows: 13 Weeks Ended ($ and shares in millions except average per share cost) May 2, May 4, Number of shares repurchased (1) — 1.9 Total cost $ — $ 50 Average per share cost including commissions $ — $ 25.96 __________ (1) Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
May 02, 2020 | |
Earnings Per Share [Abstract] | |
Weighted-Average Number of Shares | Weighted-average number of shares used for earnings (loss) per share is as follows: 13 Weeks Ended (shares in millions) May 2, May 4, Weighted-average number of shares - basic 372 379 Common stock equivalents (1) — 2 Weighted-average number of shares - diluted 372 381 __________ (1) For the first quarter of 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 quarter. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
May 02, 2020 | |
Segment Reporting [Abstract] | |
Net Sales by Brand and Region | Net sales by brand and region are as follows: ($ in millions) Old Navy Global Gap Global Banana Republic Global Other (3) Total 13 Weeks Ended May 2, 2020 U.S. (1) $ 949 $ 311 $ 245 $ 256 $ 1,761 Canada 77 34 24 — 135 Europe — 54 3 — 57 Asia 1 108 12 — 121 Other regions 11 17 5 — 33 Total $ 1,038 $ 524 $ 289 $ 256 $ 2,107 ($ in millions) Old Navy Global Gap Global Banana Republic Global (2) Other (4) Total 13 Weeks Ended May 4, 2019 U.S. (1) $ 1,641 $ 608 $ 487 $ 286 $ 3,022 Canada 128 69 47 1 245 Europe — 121 3 — 124 Asia 10 233 26 — 269 Other regions 20 21 5 — 46 Total $ 1,799 $ 1,052 $ 568 $ 287 $ 3,706 __________ (1) U.S. includes the United States, Puerto Rico, and Guam. (2) Banana Republic Global fiscal year 2019 net sales include the Janie and Jack brand beginning March 4, 2019. (3) Primarily consists of net sales for the Athleta, Intermix, and Hill City brands. Beginning in fiscal year 2020, Janie and Jack net sales are also included. Net sales for Athleta for the thirteen weeks ended May 2, 2020 were $205 million . (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 the thirteen weeks ended May 4, 2019 were |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
May 02, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Debt [Table Text Block] | On May 7, 2020, we completed the issuance of our 2023 Notes, 2025 Notes, and 2027 Notes and received gross proceeds of $2.25 billion in a private placement to qualified buyers. On May 7, 2020, concurrent with the issuance of the Notes, we incurred approximately $43 million of underwriting and other fees, which effectively reduced the proceeds we received from the issuance of the Notes. The scheduled maturity and principal amount of the Notes are as follows: Scheduled Maturity ($ 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. |
Accounting Policies Supplementa
Accounting Policies Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 | Feb. 02, 2019 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 1,028 | $ 1,364 | $ 941 | |
Restricted Cash, Current | 0 | 0 | 0 | |
Restricted Cash, Noncurrent | 20 | 17 | 17 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents end of period | $ 1,048 | $ 1,381 | $ 958 | $ 1,420 |
Accounting Policies Covid-19 (D
Accounting Policies Covid-19 (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 02, 2020 | Feb. 01, 2020 | May 04, 2019 | |
Accounting Policies [Abstract] | |||
Long-term Line of Credit | $ 500 | $ 0 | $ 0 |
Inventory Impairment | $ 235 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||
May 02, 2020 | May 04, 2019 | Feb. 01, 2020 | Feb. 02, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Contract with Customer Liabilities for Franchise Agreements | $ 0 | $ 0 | ||
Contract with Customer, Liability | 198 | 206 | $ 226 | $ 227 |
Contract with Customer, Liability, Revenue Recognized | $ 79 | $ 97 |
Revenue Revenue Disaggregation
Revenue Revenue Disaggregation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
May 02, 2020 | May 04, 2019 | ||
Disaggregation of Revenue | |||
Revenues | $ 2,107 | $ 3,706 | |
Store Sales | |||
Disaggregation of Revenue | |||
Revenues | [1] | 1,108 | 2,823 |
Online Sales | |||
Disaggregation of Revenue | |||
Revenues | [2] | $ 999 | $ 883 |
[1] | Store sales primarily includes 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 Condensed Consolidated Financial Statements for further details. | ||
[2] | Online sales primarily include sales made through our online channels including ship-from-store sales, buy online pick-up in store sales, and order-in-store sales. |
Debt and Credit Facilities Long
Debt and Credit Facilities Long Term Debt (Details) - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Debt Instrument [Line Items] | |||
Total long-term debt | $ 1,250 | $ 1,249 | $ 1,249 |
Debt and Credit Facilities - Ad
Debt and Credit Facilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
May 04, 2019 | May 07, 2020 | May 02, 2020 | Feb. 01, 2020 | ||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes issued | [1] | $ 2,250 | |||
Maximum borrowing capacity | 1,867.5 | ||||
2023 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes issued | [1] | $ 500 | |||
Notes, interest rate | 8.375% | ||||
2025 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes issued | [1] | $ 750 | |||
Notes, interest rate | 8.625% | ||||
2027 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes issued | [1] | $ 1,000 | |||
Notes, interest rate | 8.875% | ||||
5.95 Percent Notes Due April 2021 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount of notes issued | $ 1,250 | ||||
Notes, interest rate | 5.95% | ||||
Estimated fair value | $ 1,300 | $ 1,280 | $ 1,290 | ||
Foreign Facilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 55 | ||||
Borrowings | 0 | ||||
Bank guarantees related to store leases | 17 | ||||
Standby Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Unsecured committed letter of credit amount | 20 | ||||
Five-Year Unsecured Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Term | 5 years | ||||
Maximum borrowing capacity | 500 | ||||
Unsecured committed letter of credit amount | $ 0 | ||||
ABL Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 1,867.5 | ||||
[1] | Includes an option to call the Notes in whole or in part at any time, subject to a make whole premium. |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Assets: | |||
Cash equivalents | $ 139 | $ 311 | $ 222 |
Available-for-Sale Securities | 51 | 290 | 272 |
Derivative financial instruments | 36 | 10 | 27 |
Deferred compensation plan assets | 47 | 51 | 51 |
Debt Securities, Available-for-sale | 2 | 2 | 2 |
Total | 275 | 664 | 574 |
Liabilities: | |||
Derivative financial instruments | 5 | 10 | 6 |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Cash equivalents | 19 | 13 | |
Available-for-Sale Securities | 0 | 117 | 129 |
Derivative financial instruments | 0 | 0 | 0 |
Deferred compensation plan assets | 47 | 51 | 51 |
Debt Securities, Available-for-sale | 0 | 0 | 0 |
Total | 47 | 187 | 193 |
Liabilities: | |||
Derivative financial instruments | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Cash equivalents | 139 | 292 | 209 |
Available-for-Sale Securities | 51 | 173 | 143 |
Derivative financial instruments | 36 | 10 | 27 |
Deferred compensation plan assets | 0 | 0 | 0 |
Debt Securities, Available-for-sale | 0 | 0 | 0 |
Total | 226 | 475 | 379 |
Liabilities: | |||
Derivative financial instruments | 5 | 10 | 6 |
Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Cash equivalents | 0 | 0 | 0 |
Available-for-Sale Securities | 0 | 0 | 0 |
Derivative financial instruments | 0 | 0 | 0 |
Deferred compensation plan assets | 0 | 0 | 0 |
Debt Securities, Available-for-sale | 2 | 2 | 2 |
Total | 2 | 2 | 2 |
Liabilities: | |||
Derivative financial instruments | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | ||
May 02, 2020 | May 04, 2019 | Feb. 01, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other indefinite-lived intangible assets impairment charges | $ 0 | $ 0 | |
Other long-lived asset impairment charges | 124,000,000 | 0 | |
Transfers into or out of level 2 | 0 | 0 | |
Transfers into or out of level 1 | 0 | 0 | |
Purchases, sales, issuances, or settlements related to recurring level 3 measurements | 0 | 0 | |
Available-for-sale Securities, Current | 51,000,000 | 272,000,000 | $ 290,000,000 |
Cash and Cash Equivalents, Fair Value Disclosure | 1,000,000 | 35,000,000 | |
Debt Securities, Available-for-sale, Unrealized Gain (Loss) | 0 | 0 | |
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale | $ 0 | $ 0 |
Fair Value Measurements Long Li
Fair Value Measurements Long Lived Assets Impairments (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Long Lived Assets [Line Items] | ||
Goodwill, Impairment Loss | $ 0 | $ 0 |
Other Asset Impairment Charges | 124 | $ 0 |
Store Assets [Member] | ||
Long Lived Assets [Line Items] | ||
Total Impairment Charges | 124 | |
Long Lived Asset Carrying Value | 127 | |
Impaired Asset at Fair Value | 3 | |
Operating lease Impairment [Member] | ||
Long Lived Assets [Line Items] | ||
Total Impairment Charges | 360 | |
Long Lived Asset Carrying Value | 1,358 | |
Impaired Asset at Fair Value | $ 998 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Foreign Exchange Contracts Outstanding to Sell Various Currencies (Details) - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 1,104 | $ 1,190 | $ 1,276 |
Derivatives in cash flow hedging relationships | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | 319 | 501 | 610 |
Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 785 | $ 689 | $ 666 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Values of Asset and Liability Derivative Financial Instruments (Details) - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments, assets | $ 36 | $ 10 | $ 27 |
Derivative financial instruments, liabilities | 5 | 10 | 6 |
Foreign Exchange Forward Contract | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments, assets | 36 | 10 | 27 |
Derivative financial instruments, liabilities | 5 | 10 | 6 |
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments, assets | 16 | 6 | 20 |
Derivatives in cash flow hedging relationships | Foreign Exchange Forward Contract | Accrued Liabilities Current [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments, liabilities | 0 | 2 | 2 |
Not Designated as Hedging Instrument | Foreign Exchange Forward Contract | Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments, assets | 20 | 4 | 7 |
Not Designated as Hedging Instrument | Foreign Exchange Forward Contract | Accrued Liabilities Current [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Derivative financial instruments, liabilities | $ 5 | $ 8 | $ 4 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Effects Of Derivative Financial Instruments On OCI And Condensed Consolidated Statements Of Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Derivative Instruments, (Gain) Loss [Line Items] | ||
Cost of goods sold and occupancy expenses | $ 1,839 | $ 2,362 |
Operating Expenses | 1,512 | 1,028 |
Derivatives in net investment hedging relationships | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
(Gain) loss reclassified from accumulated OCI into income, effective portion, net | 0 | |
Cost of Goods Sold and Occupancy Expense | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
(Gain) loss reclassified from accumulated OCI into income, effective portion, net | (4) | (6) |
Operating Expenses [Member] | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
(Gain) loss reclassified from accumulated OCI into income, effective portion, net | (43) | (9) |
Foreign Exchange Forward Contract | Derivatives in cash flow hedging relationships | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
Derivative instruments, (gain) loss recognized in OCI, effective portion, net | 21 | 13 |
Foreign Exchange Forward Contract | Cost of Goods Sold and Occupancy Expense | Not Designated as Hedging Instrument | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
(Gain) loss reclassified from accumulated OCI into income, effective portion, net | 0 | 0 |
Foreign Exchange Forward Contract | Cost of Goods Sold and Occupancy Expense | Derivatives in cash flow hedging relationships | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
(Gain) loss reclassified from accumulated OCI into income, effective portion, net | (4) | (6) |
Foreign Exchange Forward Contract | Operating Expenses [Member] | Not Designated as Hedging Instrument | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
(Gain) loss reclassified from accumulated OCI into income, effective portion, net | (43) | (9) |
Foreign Exchange Forward Contract | Operating Expenses [Member] | Derivatives in cash flow hedging relationships | ||
Derivative Instruments, (Gain) Loss [Line Items] | ||
(Gain) loss reclassified from accumulated OCI into income, effective portion, net | $ 0 | $ 0 |
Share Repurchase Activity (Deta
Share Repurchase Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
May 02, 2020 | May 04, 2019 | ||
Disclosure Share Repurchase Activity [Abstract] | |||
Number of shares repurchased | [1] | 0 | 1.9 |
Total cost | $ 0 | $ 50 | |
Average per share cost including commissions (in dollars per share) | $ 0 | $ 25.96 | |
[1] | Excludes shares withheld to settle employee statutory tax withholding related to the vesting of stock units. |
Share Repurchases - Additional
Share Repurchases - Additional Information (Details) - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 | Feb. 26, 2019 |
Disclosure Share Repurchases Additional Information [Abstract] | ||||
Stock Repurchase Program, Authorized Amount | $ 1,000 | |||
Share repurchases, remaining amount | $ 800 | |||
Stock Repurchase Program Amount Not Paid | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate, Percent | 26.00% | 24.80% |
Decrease In Gross Unrecognized Tax Benefits Within The Next 12 Months | $ 1 | |
Benefit To Income Taxes If Decrease In Gross Unrecognized Tax Benefits Within 12 Months Are Recognized | $ 0 |
Earnings (Loss) Per Share - Wei
Earnings (Loss) Per Share - Weighted Average Number of Shares (Details) - shares shares in Millions | 3 Months Ended | ||
May 02, 2020 | May 04, 2019 | ||
Earnings Per Share [Abstract] | |||
Weighted-average number of shares - basic (in shares) | 372 | 379 | |
Common stock equivalents (in shares) | [1] | 0 | 2 |
Weighted-average number of shares - diluted (in shares) | 372 | 381 | |
[1] | For the first quarter of 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 quarter. |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Earnings Per Share [Abstract] | ||
Shares excluded from the computations of weighted-average number of shares - diluted | 15 | 11 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Commitments and Contingencies [Line Items] | |||
Loss Contingency, Estimate of Possible Loss | $ 0 | $ 0 | $ 0 |
Segment Information - Net Sales
Segment Information - Net Sales by Brand and Region (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 2,107 | $ 3,706 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 1,761 | 3,022 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 135 | 245 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 57 | 124 |
Asia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 121 | 269 |
Other Regions | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 33 | 46 |
Athleta [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 205 | 223 |
Gap | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 524 | 1,052 |
Gap | U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 311 | 608 |
Gap | Canada | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 34 | 69 |
Gap | Europe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 54 | 121 |
Gap | Asia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 108 | 233 |
Gap | Other Regions | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 17 | 21 |
Banana Republic [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 289 | 568 |
Banana Republic [Member] | U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 245 | 487 |
Banana Republic [Member] | Canada | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 24 | 47 |
Banana Republic [Member] | Europe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 3 | 3 |
Banana Republic [Member] | Asia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 12 | 26 |
Banana Republic [Member] | Other Regions | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5 | 5 |
Other entities [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 256 | 287 |
Other entities [Member] | U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 256 | 286 |
Other entities [Member] | Canada | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 1 |
Other entities [Member] | Europe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
Other entities [Member] | Asia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
Other entities [Member] | Other Regions | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
Old Navy | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 1,038 | 1,799 |
Old Navy | U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 949 | 1,641 |
Old Navy | Canada | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 77 | 128 |
Old Navy | Europe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
Old Navy | Asia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 1 | 10 |
Old Navy | Other Regions | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 11 | $ 20 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
May 02, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 1 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | May 07, 2020USD ($) | |
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 2,250 | [1] |
2023 Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 500 | [1] |
Debt Instrument, Interest Rate, Stated Percentage | 8.375% | |
Debt Instrument, Payment Terms | Semi-Annual | |
2025 Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 750 | [1] |
Debt Instrument, Interest Rate, Stated Percentage | 8.625% | |
Debt Instrument, Payment Terms | Semi-Annual | |
Total Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 1,000 | [1] |
2027 Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.875% | |
Debt Instrument, Payment Terms | Semi-Annual | |
[1] | Includes an option to call the Notes in whole or in part at any time, subject to a make whole premium. |
Additional Subsequent Events (D
Additional Subsequent Events (Details) - USD ($) $ in Millions | Jun. 06, 2020 | May 07, 2020 | |
Subsequent Events [Abstract] | |||
Extinguishment of Debt Amount Redemption Premium | |||
Debt Instrument, Face Amount | [1] | $ 2,250 | |
Debt Issuance Costs, Gross | 43 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,867.5 | ||
[1] | Includes an option to call the Notes in whole or in part at any time, subject to a make whole premium. |