GAP INC [GPS] Filings

10-Q 1 gps-20221029.htm 10-Q gps-20221029

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 29, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-7562

THE GAP, INC.

(Exact name of registrant as specified in its charter)


Delaware						94-1697231
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Two Folsom Street

San Francisco, California 94105

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (415) 427-0100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.05 par value

GPS

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares of the registrant’s common stock outstanding as of November 15, 2022 was 365,048,522.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Words such as “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “project,” and similar expressions also identify forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the following:

•the potential impact of global economic conditions on the assumptions and estimates used when preparing the Condensed Consolidated Financial Statements;

•the impact of recent accounting pronouncements;

•the timing of revenue recognition of upfront payments related to our new credit card program agreements with Barclays and Mastercard;

•the timing of recognition in income of unrealized gains and losses from designated cash flow hedges;

•the impact of losses due to indemnification obligations on the Condensed Consolidated Financial Statements;

•the outcome of proceedings, lawsuits, disputes, and claims, including the impact of such actions on the Condensed Consolidated Financial Statements and our financial results;

•our arrangements with third parties to operate stores and websites selling apparel and related products under our brand names;

•our plans to introduce certain stored inventory into the market and the impact on inventory expenditures in future periods;

•our plans to rationalize the Gap and Banana Republic store fleet by reducing the number of Gap and Banana Republic stores in North America;

•driving improved sales through assortment improvements and a balanced and relevant category mix;

•reducing our fixed cost structure to improve profitability and manage through current macro-economic challenges;

•leveraging our scale to navigate disruptions and constraints in the global supply chain;

•managing inventory to support a healthy merchandise margin;

•prioritizing asset-light growth through licensing, online, and franchise partnerships globally;

•creating product that offers value to our customers through a combination of fit, quality, brand and price;

•optimizing investments in our four purpose-led lifestyle brands to drive relevance and gain market share;

•growing our online business;

•attracting and retaining strong talent in our businesses and functions;

•continuing to integrate social and environmental sustainability into business practices to support long-term growth;

•our Power Plan strategy and our ability to execute against it, including by leveraging our competitive strengths;

•the significance and impact of tax expense in the fourth quarter of fiscal 2022;

•our ability to supplement near-term liquidity, if necessary, with the ABL Facility or other available market instruments;

•the impact of seasonality and global economic conditions on certain asset and liability accounts as well as cash inflows and outflows;

•the ability of our cash flows from our operations, current balances of cash and cash equivalents, the Senior Notes and the ABL Facility, and other available market instruments to support our business operations and liquidity requirements;

•the importance of our sustained ability to generate free cash flow, which is a non-GAAP financial measure and is defined and discussed in more detail in Item 2 of Part 1 of this Form 10-Q below;

•our dividend policy, including the potential timing and amounts of future dividends; and

•the impact of changes in internal control over financial reporting.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following:

•the overall global economic and geopolitical environment, consumer spending patterns and risks associated with the COVID-19 pandemic;

•the risk that we may be unable to manage our inventory effectively and the resulting impact on our gross margins and sales;

•the risk that inflation continues to rise, which could increase our expenses and negatively impact consumer demand;

•the risk that our estimates regarding consumer demand are inaccurate, or that global economic conditions worsen beyond what we currently estimate;

•the risk that we fail to manage key executive succession and retention and to continue to attract qualified personnel;

•the risk that we may be unable to mitigate the impact of global supply chain disruptions on our business and operations and maintain inventory commensurate with consumer demand;

•the risk that global supply chain delays will result in receiving inventory after the applicable selling season and lead to significant impairment charges;

•the risk that we or our franchisees may be unsuccessful in gauging apparel trends and changing consumer preferences or responding with sufficient lead time;

•the risk that we fail to maintain, enhance and protect our brand image and reputation;

•the risk that increased public focus on our ESG initiatives or our inability to meet our stated ESG goals could affect our brand image and reputation;

•the highly competitive nature of our business in the United States and internationally;

•engaging in or seeking to engage in strategic transactions that are subject to various risks and uncertainties;

•the risk that our investments in customer, digital, and omni-channel shopping initiatives may not deliver the results we anticipate;

•the risks to our business, including our costs and global supply chain, associated with global sourcing and manufacturing;

•the risks to our reputation or operations associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct;

•the risk of data or other security breaches or vulnerabilities that may result in increased costs, violations of law, significant legal and financial exposure, and a loss of confidence in our security measures;

•the risk that failures of, or updates or changes to, our IT systems may disrupt our operations;

•the risk that our efforts to expand internationally may not be successful;

•the risk that our franchisees and licensees could impair the value of our brands;

•the risk that trade matters could increase the cost or reduce the supply of apparel available to us;

•the risk of foreign currency exchange rate fluctuations;

•the risk that our comparable sales and margins may experience fluctuations or that we may fail to meet financial market expectations;

•natural disasters, public health crises (similar to and including the ongoing COVID-19 pandemic), political crises (such as the ongoing conflict between Russia and Ukraine), negative global climate patterns, or other catastrophic events;

•the risk that we or our franchisees may be unsuccessful in identifying, negotiating, and securing new store locations and renewing, modifying, or terminating leases for existing store locations effectively;

•the risk that we will not be successful in defending various proceedings, lawsuits, disputes, and claims;

•our failure to comply with applicable laws and regulations and changes in the regulatory or administrative landscape;

•reductions in income and cash flow from our credit card arrangement related to our private label and co-branded credit cards;

•the risk that our level of indebtedness may impact our ability to operate and expand our business;

•the risk that we and our subsidiaries may be unable to meet our obligations under our indebtedness agreements;

•the risk that changes in our credit profile or deterioration in market conditions may limit our access to the capital markets;

•the risk that the adoption of new accounting pronouncements will impact future results; and

•the risk that we do not repurchase some or all of the shares we anticipate purchasing pursuant to our repurchase program.

Additional information regarding factors that could cause results to differ can be found in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022 and our other filings with the U.S. Securities and Exchange Commission.

Future economic and industry trends that could potentially impact net sales and profitability are difficult to predict. These forward-looking statements are based on information as of November 22, 2022. We assume no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

We suggest that this document be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 29, 2022.

THE GAP, INC.

TABLE OF CONTENTS


		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of October 29 , 2022, January 29, 2022, and October 30 , 2021	1

	Condensed Consolidated Statements of Operations for the 13 Weeks and 39 Weeks Ended October 29 , 2022 and October 30 , 2021	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the 13 Weeks and 39 Weeks Ended October 29 , 2022 and October 30, 2021	3

	Condensed Consolidated Statements of Stockholders' Equity for the 13 Weeks and 39 Weeks Ended October 29 , 2022 and October 30 , 2021	4

	Condensed Consolidated Statements of Cash Flows for the 39 Weeks Ended October 29 , 2022 and October 30 , 2021	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 6.	Exhibits	27

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

THE GAP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


($ and shares in millions except par value)	October 29, 2022		January 29, 2022		October 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	679	$	877	$	801
Short-term investments	—		—		275
Merchandise inventory	3,043		3,018		2,721
Other current assets	1,316		1,270		1,410
Total current assets	5,038		5,165		5,207
Property and equipment, net of accumulated depreciation of $4,957, $5,071 and $5,486	2,788		3,037		2,924
Operating lease assets	3,341		3,675		3,788
Other long-term assets	833		884		861
Total assets	$	12,000	$	12,761	$	12,780
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,388	$	1,951	$	1,630
Accrued expenses and other current liabilities	1,245		1,367		1,414
Current portion of operating lease liabilities	691		734		746
Income taxes payable	57		25		33
Total current liabilities	3,381		4,077		3,823
Long-term liabilities:
Revolving credit facility	350		—		—
Long-term debt	1,486		1,484		1,484
Long-term operating lease liabilities	3,673		4,033		4,163
Other long-term liabilities	539		445		523
Total long-term liabilities	6,048		5,962		6,170
Commitments and contingencies (see Note 9)
Stockholders’ equity:
Common stock $0.05 par value
Authorized 2,300 shares for all periods presented; Issued and Outstanding 365, 371, and 374 shares	18		19		19
Additional paid-in capital	16		43		71
Retained earnings	2,468		2,622		2,681
Accumulated other comprehensive income	69		38		16
Total stockholders’ equity	2,571		2,722		2,787
Total liabilities and stockholders’ equity	$	12,000	$	12,761	$	12,780

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	13 Weeks Ended				39 Weeks Ended
($ and shares in millions except per share amounts)	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net sales	$	4,039	$	3,943	$	11,373	$	12,145
Cost of goods sold and occupancy expenses	2,530		2,282		7,438		7,031
Gross profit	1,509		1,661		3,935		5,114
Operating expenses	1,323		1,508		3,974		4,312
Operating income (loss)	186		153		(39)		802
Loss on extinguishment of debt	—		325		—		325
Interest expense	22		44		63		149
Interest income	(4)		(1)		(6)		(3)
Income (loss) before income taxes	168		(215)		(96)		331
Income taxes	(114)		(63)		(167)		59
Net income (loss)	$	282	$	(152)	$	71	$	272
Weighted-average number of shares - basic	365		376		367		377
Weighted-average number of shares - diluted	366		376		370		385
Earnings (loss) per share - basic	$	0.77	$	(0.40)	$	0.19	$	0.72
Earnings (loss) per share - diluted	$	0.77	$	(0.40)	$	0.19	$	0.71

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	13 Weeks Ended				39 Weeks Ended
($ in millions)	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net income (loss)	$	282	$	(152)	$	71	$	272
Other comprehensive income (loss), net of tax
Foreign currency translation	6		4		13		2
Change in fair value of derivative financial instruments, net of tax of $1, $—, $3, and $—	31		1		40		(6)
Reclassification adjustment for losses (gains) on derivative financial instruments, net of tax benefit of $—, $2, $—, and $3	(14)		3		(22)		11
Other comprehensive income, net of tax	23		8		31		7
Comprehensive income (loss)	$	305	$	(144)	$	102	$	279

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income
($ and shares in millions except per share amounts)	Shares	Amount								Total
Balance as of July 30, 2022	364	$	18	$	—	$	2,241	$	46	$	2,305
Net income for the 13 weeks ended October 29, 2022						282				282
Other comprehensive income (loss), net of tax
Foreign currency translation								6		6
Change in fair value of derivative financial instruments								31		31
Amounts reclassified from accumulated other comprehensive income								(14)		(14)
Repurchases and retirement of common stock	(2)	—		(12)						(12)
Issuance of common stock related to stock options and employee stock purchase plans	1	—		8						8
Issuance of common stock and withholding tax payments related to vesting of stock units	2	—		(2)						(2)
Share-based compensation, net of forfeitures				22						22
Common stock dividends declared and paid ($0.15 per share)						(55)				(55)
Balance as of October 29, 2022	365	$	18	$	16	$	2,468	$	69	$	2,571

Balance as of July 31, 2021	376	$	19	$	114	$	2,879	$	8	$	3,020

Net loss for the 13 weeks ended October 30, 2021						(152)				(152)
Other comprehensive income (loss), net of tax
Foreign currency translation								4		4
Change in fair value of derivative financial instruments								1		1
Amounts reclassified from accumulated other comprehensive income								3		3
Repurchases and retirement of common stock	(3)	—		(73)						(73)
Issuance of common stock related to stock options and employee stock purchase plans	1	—		7						7
Issuance of common stock and withholding tax payments related to vesting of stock units	—	—		(2)						(2)
Share-based compensation, net of forfeitures				25						25
Common stock dividends declared and paid ($0.12 per share)						(46)				(46)
Balance as of October 30, 2021	374	$	19	$	71	$	2,681	$	16	$	2,787

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income
($ and shares in millions except per share amounts)	Shares	Amount								Total
Balance as of January 29, 2022	371	$	19	$	43	$	2,622	$	38	$	2,722
Net income for the 39 weeks ended October 29, 2022						71				71
Other comprehensive income (loss), net of tax
Foreign currency translation								13		13
Change in fair value of derivative financial instruments								40		40
Amounts reclassified from accumulated other comprehensive income								(22)		(22)
Repurchases and retirement of common stock	(11)	(1)		(63)		(59)				(123)
Issuance of common stock related to stock options and employee stock purchase plans	2	—		23						23
Issuance of common stock and withholding tax payments related to vesting of stock units	3	—		(17)						(17)
Share-based compensation, net of forfeitures				30						30
Common stock dividends declared and paid ($0.45 per share)						(166)				(166)
Balance as of October 29, 2022	365	$	18	$	16	$	2,468	$	69	$	2,571

Balance as of January 30, 2021	374	$	19	$	85	$	2,501	$	9	$	2,614

Net income for the 39 weeks ended October 30, 2021						272				272
Other comprehensive income (loss), net of tax
Foreign currency translation								2		2
Change in fair value of derivative financial instruments								(6)		(6)
Amounts reclassified from accumulated other comprehensive income								11		11
Repurchases and retirement of common stock	(5)	—		(128)						(128)
Issuance of common stock related to stock options and employee stock purchase plans	3	—		48						48
Issuance of common stock and withholding tax payments related to vesting of stock units	2	—		(34)						(34)
Share-based compensation, net of forfeitures				100						100
Common stock dividends declared and paid ($0.24 per share)						(92)				(92)
Balance as of October 30, 2021	374	$	19	$	71	$	2,681	$	16	$	2,787

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	39 Weeks Ended
($ in millions)	October 29, 2022		October 30, 2021
Cash flows from operating activities:
Net income	$	71	$	272
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization	402		372

Share-based compensation	28		97
Impairment of operating lease assets	16		6
Impairment of store assets	10		1

Loss on extinguishment of debt	—		325
Amortization of debt issuance costs	5		11
Non-cash and other items	(8)		21
Loss on divestiture activity	35		59

Gain on sale of building	(83)		—
Deferred income taxes	32		(28)
Changes in operating assets and liabilities:
Merchandise inventory	(78)		(288)
Other current assets and other long-term assets	(34)		(168)

Accounts payable	(503)		(119)
Accrued expenses and other current liabilities	(123)		239
Income taxes payable, net of receivables and other tax-related items	216		(94)
Other long-term liabilities	(7)		49
Operating lease assets and liabilities, net	(91)		(73)
Net cash provided by (used for) operating activities	(112)		682
Cash flows from investing activities:
Purchases of property and equipment	(577)		(486)
Net proceeds from sale of buildings	458		—



Purchases of short-term investments	—		(634)
Proceeds from sales and maturities of short-term investments	—		768
Payments for acquisition activity, net of cash acquired	—		(135)
Net cash paid for divestiture activity	—		(21)

Net cash used for investing activities	(119)		(508)
Cash flows from financing activities:


Proceeds from revolving credit facility	350		—

Proceeds from issuance of long-term debt	—		1,500
Payments to extinguish debt	—		(2,546)
Payments for debt issuance costs	(6)		(16)
Proceeds from issuances under share-based compensation plans	23		48
Withholding tax payments related to vesting of stock units	(17)		(34)
Repurchases of common stock	(123)		(128)

Cash dividends paid	(166)		(182)
Other	(1)		—
Net cash provided by (used for) financing activities	60		(1,358)
Effect of foreign exchange rate fluctuations on cash, cash equivalents, and restricted cash	(25)		(3)
Net decrease in cash, cash equivalents, and restricted cash	(196)		(1,187)
Cash, cash equivalents, and restricted cash at beginning of period	902		2,016
Cash, cash equivalents, and restricted cash at end of period	$	706	$	829



Supplemental disclosure of cash flow information:
Cash paid for interest during the period	$	70	$	178
Cash paid (received) for income taxes during the period, net of refunds	$	(407)	$	181

See Accompanying Notes to Condensed Consolidated Financial Statements

THE GAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Accounting Policies

Basis of Presentation

In the opinion of The Gap, Inc. (the “Company,” “we,” and “our”) management, the accompanying unaudited Condensed Consolidated Financial Statements contain all normal and recurring adjustments (except as otherwise disclosed) considered necessary to present fairly our financial position, results of operations, comprehensive income (loss), stockholders' equity, and cash flows as of October 29, 2022 and October 30, 2021 and for all periods presented. The Condensed Consolidated Balance Sheet as of January 29, 2022 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 January 29, 2022.

The results of operations for the 13 and 39 weeks ended October 29, 2022 are not necessarily indicative of the operating results that may be expected for the 52-week period ending January 28, 2023.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Additionally, these estimates and assumptions may change as a result of the impact of global economic conditions such as the uncertainty regarding global inflationary pressures, the coronavirus ("COVID-19") pandemic, and the Russia-Ukraine crisis. We will continue to consider the impact of the global economic conditions on the assumptions and estimates used when preparing these Condensed Consolidated Financial Statements including inventory valuation, income taxes and valuation allowances, sales return allowances, and the impairment of long-lived store assets and operating lease assets. If the global economic conditions worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company's results of operations and financial position.

Restricted Cash

As of October 29, 2022, restricted cash primarily included consideration that serves as collateral for certain obligations occurring in the normal course of business and our insurance obligations. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our Condensed Consolidated Balance Sheets to the total shown on our Condensed Consolidated Statements of Cash Flows:


($ in millions)	October 29, 2022		January 29, 2022		October 30, 2021
Cash and cash equivalents, per Condensed Consolidated Balance Sheets	$	679	$	877	$	801
Restricted cash included in other current assets	1		—		3
Restricted cash included in other long-term assets	26		25		25
Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows	$	706	$	902	$	829

Accounting Pronouncements

Except as noted below, the Company has considered all recent accounting pronouncements and concluded that there are no recent accounting pronouncements that may have a material impact on our Condensed Consolidated Financial Statements and disclosures, based on current information.

ASU No. 2022-04, Disclosure of Supplier Finance Program Obligations

In September 2022, the Financial Accounting Standards Board issued accounting standards update ("ASU") No. 2022-04, Disclosure of Supplier Finance Program Obligations. The ASU is intended to enhance the transparency of the use of supplier finance programs by requiring that the buyers in those programs provide additional disclosures about the program’s nature and potential magnitude, including a rollforward of the obligations and activity during the period. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The amendments in the update should be applied retrospectively, except for the amendment on rollforward information, which should be applied prospectively. We are currently assessing the impact of this ASU on our Consolidated Financial Statements and related disclosures.

Note 2. Revenue

Disaggregation of Net Sales

We disaggregate our net sales between stores and online and also by brand and region. Net sales by region are allocated based on the location of the store where the customer paid for and received the merchandise or the distribution center or store from which the products were shipped.

Net sales disaggregated for stores and online sales are as follows:


	13 Weeks Ended				39 Weeks Ended
($ in millions)	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021

Store sales (1)	$	2,478	$	2,456	$	7,168	$	7,668
Online sales (2)	1,561		1,487		4,205		4,477
Total net sales	$	4,039	$	3,943	$	11,373	$	12,145

__________

(1)Store sales primarily include sales made at our Company-operated stores and franchise sales.

(2)Online sales primarily include sales originating from our online channel including those that are picked up or shipped from stores.

Net sales disaggregated by brand and region are as follows:


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other (2)		Total
13 Weeks Ended October 29, 2022
U.S. (1)	$	1,936	$	690	$	448	$	326	$	4	$	3,404
Canada	184		95		47		7		—		333
Europe	1		58		1		1		—		61
Asia	—		143		14		—		—		157
Other regions	16		55		7		6		—		84
Total	$	2,137	$	1,041	$	517	$	340	$	4	$	4,039


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other		Total
13 Weeks Ended October 30, 2021
U.S. (1)	$	1,899	$	676	$	410	$	317	$	—	$	3,302
Canada	185		102		47		3		—		337
Europe	1		89		2		—		—		92
Asia	—		141		14		—		—		155
Other regions	20		31		6		—		—		57
Total	$	2,105	$	1,039	$	479	$	320	$	—	$	3,943


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other (2)		Total
39 Weeks Ended October 29, 2022
U.S. (1)	$	5,489	$	1,752	$	1,324	$	1,005	$	10	$	9,580
Canada	514		241		143		23		—		921
Europe	2		163		4		3		—		172
Asia	1		425		48		—		—		474
Other regions	62		132		19		13		—		226
Total	$	6,068	$	2,713	$	1,538	$	1,044	$	10	$	11,373


($ in millions)	Old Navy Global		Gap Global		Banana Republic Global		Athleta Global		Other (3)		Total
39 Weeks Ended October 30, 2021
U.S. (1)	$	6,175	$	1,847	$	1,171	$	1,004	$	100	$	10,297
Canada	535		249		124		3		—		911
Europe	1		274		6		1		—		282
Asia	1		439		49		—		—		489
Other regions	63		90		13		—		—		166
Total	$	6,775	$	2,899	$	1,363	$	1,008	$	100	$	12,145

__________

(1)U.S. includes the United States and Puerto Rico.

(2)Primarily consists of net sales from revenue-generating strategic initiatives.

(3)Primarily consists of net sales for the Intermix brand, which was divested on May 21, 2021. Also includes net sales for the Janie and Jack brand, which was divested on April 8, 2021.

Deferred Revenue

We defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards, licensing agreements, outstanding loyalty points, and reimbursements of loyalty program discounts associated with our credit card agreement. For the 13 weeks ended October 29, 2022, the opening balance of deferred revenue for these obligations was $321 million, of which $119 million was recognized as revenue during the period. For the 39 weeks ended October 29, 2022, the opening balance of deferred revenue for these obligations was $345 million, of which $212 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $323 million as of October 29, 2022.

For the 13 weeks ended October 30, 2021, the opening balance of deferred revenue for these obligations was $239 million, of which $98 million was recognized as revenue during the period. For the 39 weeks ended October 30, 2021, the opening balance of deferred revenue for these obligations was $231 million, of which $145 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $270 million as of October 30, 2021.

The increase in the revenue recognition during the 39 weeks ended October 29, 2022 is primarily due to our new integrated loyalty program across the U.S. and Puerto Rico, which launched in July 2021 and allows for faster accumulation and redemption of rewards.

In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a new long-term credit card program. In May 2022, the Company launched the new credit card program with Barclays and Mastercard and accordingly, our prior credit card program with Synchrony Financial was discontinued. The Company received an upfront payment of $60 million related to the new agreements prior to the program launch, which is being recognized as revenue over the term of the agreements.

Note 3. Debt and Credit Facilities

Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:


($ in millions)	October 29, 2022	January 29, 2022	October 30, 2021






2029 Notes	750	750	750
2031 Notes	750	750	750
Less: Unamortized debt issuance costs	(14)	(16)	(