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 April 30, 2022 and May 1, 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 weeks ended April 30, 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.
In March 2020, the World Health Organization declared the coronavirus disease ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic continues to impact the global economy.
During the second half of fiscal 2021, global supply chain disruption, including increased port congestion and COVID-related factory closures, caused significant product delays resulting in brands being unable to fully meet customer demand. During the 13 weeks ended April 30, 2022, we continued to encounter global supply chain disruptions and store closures in certain international markets.
We will continue to consider the impact of the global supply chain disruptions and the COVID-19 pandemic on the assumptions and estimates used when preparing these Condensed Consolidated Financial Statements including inventory valuation, income taxes, and the impairment of long-lived store assets and operating lease assets. Actual results could differ from those estimates. If the 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 April 30, 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) | April 30,
2022 | | January 29,
2022 | | May 1,
2021 |
| Cash and cash equivalents, per Condensed Consolidated Balance Sheets | $ | 845 | | | $ | 877 | | | $ | 2,066 | |
| | | | | |
| Restricted cash included in other long-term assets | 26 | | | 25 | | | 30 | |
| Total cash, cash equivalents, and restricted cash, per Condensed Consolidated Statements of Cash Flows | $ | 871 | | | $ | 902 | | | $ | 2,096 | |
Accounting Pronouncements
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.
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 | | |
| ($ in millions) | April 30, 2022 | | May 1, 2021 | | | | |
| | | | | | | |
| Store sales (1) | $ | 2,137 | | | $ | 2,384 | | | | | |
| Online sales (2) | 1,340 | | | 1,607 | | | | | |
| Total net sales | $ | 3,477 | | | $ | 3,991 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
__________
(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 April 30, 2022 | | | | | | | |
| U.S. (1) | | $ | 1,673 | | | $ | 497 | | | $ | 416 | | | $ | 344 | | | $ | 3 | | | $ | 2,933 | | | |
| Canada | | 147 | | | 64 | | | 43 | | | 9 | | | — | | | 263 | | | |
| Europe | | 1 | | | 54 | | | 1 | | | 2 | | | — | | | 58 | | | |
| Asia | | — | | | 141 | | | 16 | | | — | | | — | | | 157 | | | |
| Other regions | | 20 | | | 35 | | | 6 | | | 5 | | | — | | | 66 | | | |
| Total | | $ | 1,841 | | | $ | 791 | | | $ | 482 | | | $ | 360 | | | $ | 3 | | | $ | 3,477 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in millions) | | Old Navy Global | | Gap Global | | Banana Republic Global | | Athleta Global | | Other (3) | | Total | | |
| 13 Weeks Ended May 1, 2021 | | | | | | | |
| U.S. (1) | | $ | 2,099 | | | $ | 556 | | | $ | 333 | | | $ | 347 | | | $ | 89 | | | $ | 3,424 | | | |
| Canada | | 159 | | | 68 | | | 34 | | | — | | | — | | | 261 | | | |
| Europe | | — | | | 69 | | | 3 | | | — | | | — | | | 72 | | | |
| Asia | | 1 | | | 163 | | | 16 | | | — | | | — | | | 180 | | | |
| Other regions | | 21 | | | 30 | | | 3 | | | — | | | — | | | 54 | | | |
| Total | | $ | 2,280 | | | $ | 886 | | | $ | 389 | | | $ | 347 | | | $ | 89 | | | $ | 3,991 | | | |
__________
(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 through April 7, 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 April 30, 2022, the opening balance of deferred revenue for these obligations was $345 million, of which $127 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $323 million as of April 30, 2022.
For the 13 weeks ended May 1, 2021, the opening balance of deferred revenue for these obligations was $231 million, of which $89 million was recognized as revenue during the period. The closing balance of deferred revenue for these obligations was $222 million as of May 1, 2021.
The increase in the deferred revenue balance as of April 30, 2022 and the revenue recognition during the 13 weeks ended April 30, 2022 is primarily due to the issuance of additional loyalty points with the launch of our new integrated loyalty program across the U.S. and Puerto Rico in July 2021.
In April 2021, the Company entered into agreements with Barclays and Mastercard relating to a new long-term credit card program that is expected to begin in the second quarter of fiscal 2022. Accordingly, our private label credit card program with Synchrony Financial will be discontinued upon the launch of the new long-term credit card program. As of April 30, 2022, the Company has received $60 million related to the new agreements, which was primarily recorded in other long-term liabilities on our Condensed Consolidated Balance Sheet as of April 30, 2022. Upon program launch, this upfront payment will be recognized as revenue over the term of the agreement.
Note 3. Debt and Credit Facilities
Long-term debt recorded on the Condensed Consolidated Balance Sheets consists of the following:
| | | | | | | | | | | | | | | | | |
| ($ in millions) | April 30,
2022 | | January 29,
2022 | | May 1,
2021 |
| | | | | |
| Secured Notes | | | | | |
| 2023 Notes | $ | — | | | $ | — | | | $ | 500 | |
| 2025 Notes | — | | | — | | | 750 | |
| 2027 Notes | — | | | — | | | 1,000 | |
| Senior Notes | | | | | |
| 2029 Notes | 750 | | | 750 | | | — | |
| 2031 Notes | 750 | | | 750 | | | — | |
| Less: Unamortized debt issuance costs | (15) | | | (16) | | | (32) | |
| Total long-term debt | $ | 1,485 | | | $ | 1,484 | | | $ | 2,218 | |
The scheduled maturity of the Senior Notes is as follows:
| | | | | | | | | | | | | | | | | |
| Scheduled Maturity ($ in millions) | Principal | | Interest Rate | | Interest Payments |
| Senior Notes | | | | | |
| October 1, 2029 (1) | $ | 750 | | | 3.625 | % | | Semi-Annual |
| October 1, 2031 (2) | 750 | | | 3.875 | % | | Semi-Annual |
| Total issuance | $ | 1,500 | | | | | |
__________(1)Includes an option to redeem the 2029 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2024. On or after October 1, 2024, includes an option to redeem the 2029 Notes, in whole or in part at any time, at stated redemption prices.
(2)Includes an option to redeem the 2031 Notes, in whole or in part at any time, subject to a make-whole premium, prior to October 1, 2026. On or after October 1, 2026, includes an option to redeem the 2031 Notes, in whole or in part at any time, at stated redemption prices.
In September 2021, we completed the issuance of $1.5 billion aggregate principal amount of 3.625 percent senior notes due 2029 (“2029 Notes”) and 3.875 percent senior notes due 2031 (“2031 Notes”) (the 2029 Notes and the 2031 Notes, collectively, the “Senior Notes”). As of April 30, 2022, the aggregate estimated fair value of the Senior Notes was $1.21 billion and was based on the quoted market prices for each of the Senior Notes (level 1 inputs) as of the last business day of the fiscal quarter. The aggregate principal amount of the Senior Notes is recorded in long-term debt on the Condensed Consolidated Balance Sheet, net of the unamortized debt issuance cost.
In May 2020, we entered into a senior secured asset-based revolving credit agreement (the "ABL Facility"), which has a $1.8675 billion borrowing capacity and bears interest at a base rate (typically LIBOR) plus a margin depending on borrowing base availability. The ABL Facility is scheduled to expire in May 2023. We also have the ability to issue letters of credit on our ABL Facility. As of April 30, 2022, we had $51 million in standby letters of credit issued under the ABL Facility.
On February 9, 2022, the Company borrowed $350 million under the ABL Facility. The variable interest rate on the drawn amount is monthly LIBOR plus 200 basis points, subject to a LIBOR floor of 75 basis points. The borrowing was recorded in long-term liabilities on our Condensed Consolidated Balance Sheet as of April 30, 2022.
We also maintain multiple agreements with third parties that make unsecured revolving credit facilities available for our operations in foreign locations (the “Foreign Facilities”). The Foreign Facilities are uncommitted and had a total capacity of $48 million as of April 30, 2022. As of April 30, 2022, there were no borrowings under the Foreign Facilities. There were $9 million in bank guarantees issued and outstanding primarily related to store leases under the Foreign Facilities as of April 30, 2022.
We have bilateral unsecured standby letter of credit agreements that are uncommitted and do not have expiration dates. There were no material standby letters of credit issued under these agreements as of April 30, 2022.
Note 4. Fair Value Measurements
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale debt securities. The Company categorizes financial assets and liabilities recorded at fair value based upon a three-level hierarchy that considers the related valuation techniques.
There were no material purchases, sales, issuances, or settlements related to recurring level 3 measurements for the 13 weeks ended April 30, 2022 or May 1, 2021. There were no transfers of financial assets or liabilities into or out of level 1, level 2, and level 3 for the 13 weeks ended April 30, 2022 or May 1, 2021.
Financial Assets and Liabilities
Financial assets and liabilities measured at fair value on a recurring basis and cash equivalents are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements at Reporting Date Using |
| ($ in millions) | April 30, 2022 | | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Assets: | | | | | | | |
| Cash equivalents | $ | 16 | | | $ | — | | | $ | 16 | | | $ | — | |
| | | | | | | |
| Derivative financial instruments | 44 | | | — | | | 44 | | | — | |
| Deferred compensation plan assets | 40 | | | 40 | | | — | | | — | |
| Other assets | 4 | | | — | | | — | | | 4 | |
| Total | $ | 104 | | | $ | 40 | | | $ | 60 | | | $ | 4 | |
| Liabilities: | | | | | | | |
| Derivative financial instruments | $ | 1 | | | $ | — | | | $ | 1 | | | $ | — | |
| | | | Fair Value Measurements at Reporting Date Using |
| ($ in millions) | January 29, 2022 | | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Assets: | | | | | | | |
| Cash equivalents | $ | 27 | | | $ | — | | | $ | 27 | | | $ | — | |
| | | | | | | |
| Derivative financial instruments | 16 | | | — | | | 16 | | | — | |
| Deferred compensation plan assets | 40 | | | 40 | | | — | | | — | |
| Other assets | 4 | | | — | | | — | | | 4 | |
| Total | $ | 87 | | | $ | 40 | | | $ | 43 | | | $ | 4 | |
| Liabilities: | | | | | | | |
| Derivative financial instruments | $ | 2 | | | $ | — | | | $ | 2 | | | $ | — | |
| | | | Fair Value Measurements at Reporting Date Using |
| ($ in millions) | May 1, 2021 | | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant Other
Observable
Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Assets: | | | | | | | |
| Cash equivalents | $ | 143 | | | $ | — | | | $ | 143 | | | $ | — | |
| Short-term investments | 475 | | | 365 | | | 110 | | | — | |
| Derivative financial instruments | 6 | | | — | | | 6 | | | — | |
| Deferred compensation plan assets | 49 | | | 49 | | | — | | | — | |
| Other assets | 4 | | | — | | | — | | | 4 | |
| Total | $ | 677 | | | $ | 414 | | | $ | 259 | | | $ | 4 | |
| Liabilities: | | | | | | | |
| Derivative financial instruments | $ | 30 | | | $ | — | | | $ | 30 | | | $ | — | |
We have highly liquid fixed and variable income investments classified as cash equivalents. With the exception of our available-for-sale investments noted below, we value these investments at their original purchase prices plus interest that has accrued at the stated rate. Our cash equivalents are placed primarily in time deposits.
Our available-for-sale securities are comprised of investments in debt securities and are recorded in both short-term investments and cash and cash equivalents on the Condensed Consolidated Balance Sheet. These securities are recorded at fair value using market prices. As of April 30, 2022 and January 29, 2022, the Company held no available-for-sale debt securities on the Condensed Consolidated Balance Sheets. As of May 1, 2021, the Company held $475 million 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 Sheet. In addition, as of May 1, 2021, the Company held $25 million of available-for-sale debt securities with maturities of three months or less at the time of purchase within cash and cash equivalents on the Condensed Consolidated Balance Sheet. Unrealized gains and losses on available-for-sale debt securities included within accumulated other comprehensive income were not material as of May 1, 2021.
The Company regularly reviews any available-for-sale debt securities for other-than-temporary impairment. For the 13 weeks ended May 1, 2021, 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 6 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
We review the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of the long-lived assets is determined using level 3 inputs and based on discounted future cash flows of the asset or asset group using a discount rate commensurate with the risk. 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.
There were no material impairment charges recorded for long-lived assets during the 13 weeks ended April 30, 2022 or May 1, 2021.
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 13 weeks ended April 30, 2022 or May 1, 2021.
Note 5. Income Taxes
The effective income tax rate was 25.0 percent for the 13 weeks ended April 30, 2022, compared with 11.2 percent for the 13 weeks ended May 1, 2021. The increase in the effective tax rate is primarily due to the impact of the tax benefit resulting from divestiture activity that occurred during the first quarter of fiscal 2021 and changes in the jurisdictional mix of pretax income.
Note 6. Derivative Financial Instruments
We operate in foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. We use derivative financial instruments to manage our exposure to foreign currency exchange rate risk and do not enter into derivative financial contracts for trading purposes. Consistent with our risk management guidelines, we hedge a portion of our transactions related to merchandise purchases for foreign operations and certain intercompany transactions using foreign exchange forward contracts. These contracts are entered into with large, reputable financial institutions that are monitored for counterparty risk. The currencies hedged against changes in the U.S. dollar are the Canadian dollar, British pound, Japanese yen, Mexican peso, New Taiwan dollar, 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.
Derivative financial instruments are recorded at fair value on the Condensed Consolidated Balance Sheets as other current assets, other long-term assets, accrued expenses and other current liabilities, or other long-term liabilities.
Cash Flow Hedges
We designate the following foreign exchange forward contracts as cash flow hedges: 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. The foreign exchange forward contracts entered into to hedge forecasted merchandise purchases and related costs generally have terms of 12 to 24 months. The effective portion of the gain or loss on the derivative financial instruments is reported as a component of other comprehensive income (loss) and is recognized into net income (loss) during the period in which the underlying transaction impacts the Condensed Consolidated Statements of Operations.
Other Derivatives Not Designated as Hedging Instruments
We use foreign exchange forward contracts to hedge our market risk exposure associated with foreign currency exchange rate fluctuations for certain intercompany balances denominated in currencies other than the functional currency of the entity with the intercompany balance. The gain or loss on the derivative financial instruments that represent economic hedges, as well as the remeasurement impact of the underlying intercompany balances, is recorded in operating expenses on the 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) | April 30,
2022 | | January 29,
2022 | | May 1,
2021 |
| Derivatives designated as cash flow hedges | $ | 373 | | | $ | 524 | | | $ | 343 | |
| Derivatives not designated as hedging instruments | 758 | | | 702 | | | 683 | |
| Total | $ | 1,131 | | | $ | 1,226 | | | $ | 1,026 | |
Quantitative Disclosures about Derivative Financial Instruments
The fair values of foreign exchange forward contracts are as follows:
| | | | | | | | | | | | | | | | | |
| ($ in millions) | April 30,
2022 | | January 29,
2022 | | May 1,
2021 |
| Derivatives designated as cash flow hedges: | | | | | |
| Other current assets | $ | 16 | | | $ | 10 | | | $ | 4 | |
| | | | | |
| Accrued expenses and other current liabilities | — | | | — | | | 19 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Derivatives not designated as hedging instruments: | | | | | |
| Other current assets | 28 | | | 6 | | | 2 | |
| Accrued expenses and other current liabilities | 1 | | | 2 | | | 11 | |
| | | | | |
| Total derivatives in an asset position | $ | 44 | | | $ | 16 | | | $ | 6 | |
| Total derivatives in a liability position | $ | 1 | | | $ | 2 | | | $ | 30 | |
All of the unrealized gains and losses from designated cash flow hedges as of April 30, 2022 will be recognized in income within the next 12 months at the then-current values, which may differ from the fair values as of April 30, 2022 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 for all periods presented.
See Note 4 of Notes to Condensed Consolidated Financial Statements for disclosures on the fair value measurements of our derivative financial instruments.
The pre-tax amounts recognized in net income (loss) related to derivative instruments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Location and Amount of (Gain) Loss
Recognized in Income (Loss) |
| 13 Weeks Ended
April 30, 2022 | | 13 Weeks Ended
May 1, 2021 |
| ($ in millions) | Cost of goods sold and occupancy expenses | | Operating expenses | | Cost of goods sold and occupancy expenses | | Operating expenses |
| Total amount of expense line items presented in the Condensed Consolidated Statements of Operations in which the effects of derivatives are recorded | $ | 2,381 | | | $ | 1,293 | | | $ | 2,361 | | | $ | 1,390 | |
| | | | | | | |
| (Gain) loss recognized in net income (loss) | | | | | | | |
| Derivatives designated as cash flow hedges | (3) | | | — | | | 3 | | | — | |
| | | | | | | |
| Derivatives not designated as hedging instruments | — | | | (22) | | | — | | | 11 | |
| Total (gain) loss recognized in net income (loss) | $ | (3) | | | $ | (22) | | | $ | 3 | | | $ | 11 | |
Note 7. Share Repurchases
Share repurchase activity is as follows: | | | | | | | | | | | | | | | |
| | 13 Weeks Ended | | |
| ($ and shares in millions except average per share cost) | April 30,
2022 | | May 1,
2021 | | | | |
| Number of shares repurchased (1) | 3.7 | | | — | | | | | |
| Total cost | $ | 54 | | | $ | — | | | | | |
| Average per share cost including commissions | $ | 14.47 | | | $ | — | | | | | |
_________ (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 $1.0 billion share repurchase authorization (the "February 2019 repurchase program"). The February 2019 repurchase program had $545 million remaining as of April 30, 2022. All common stock repurchased is immediately retired.
Note 8. Earnings (Loss) Per Share
Weighted-average number of shares used for earnings (loss) per share is as follows:
| | | | | | | | | | | | | | | |
| | 13 Weeks Ended | | |
| (shares in millions) | April 30,
2022 | | May 1,
2021 | | | | |
| Weighted-average number of shares - basic | 370 | | | 376 | | | | | |
| Common stock equivalents (1) | — | | | 9 | | | | | |
| Weighted-average number of shares - diluted | 370 | | | 385 | | | | | |
_________(1)For the thirteen weeks ended April 30, 2022, the dilutive impact of outstanding options and awards was excluded from dilutive shares as a result of the Company's net loss for the period.
The anti-dilutive shares related to stock options and other stock awards excluded from the computation of weighted-average number of shares – diluted were 12 million and 7 million for the 13 weeks ended April 30, 2022 and May 1, 2021, respectively, as their inclusion would have an anti-dilutive effect on earnings (loss) per share.
Note 9. 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 proceedings, lawsuits, disputes, and claims ("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 April 30, 2022, Actions filed against us included commercial, intellectual property, customer, employment, securities, and data privacy claims, including class action lawsuits. The plaintiffs in some Actions seek unspecified damages or injunctive relief, or both. Actions are in various procedural stages and some are covered in part by insurance. As of April 30, 2022, January 29, 2022, and May 1, 2021, 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 was not material for any individual Action or in total for all periods presented. Subsequent to April 30, 2022, 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.
Note 10. Segment Information
We identify our operating segments according to how our business activities are managed and evaluated. As of April 30, 2022, our operating segments included: Old Navy Global, Gap Global, Banana Republic Global, and Athleta Global. Each operating segment has a brand president who is responsible for various geographies and channels. Each of our brands serves customer demand through stores and online channels, leveraging our omni-channel capabilities that allow customers to shop seamlessly across all of our brands. We have determined that each of our operating segments share similar economic and other qualitative characteristics, and therefore the results of our operating segments are aggregated into one reportable segment as of April 30, 2022. 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.
See Note 2 of Notes to Condensed Consolidated Financial Statements for disaggregation of revenue for stores and online and by brand and region.
Note 11. Divestitures
On February 1, 2022, we completed the transition of our Gap Italy operations to a third party, OVS S.p.A. ("OVS"), to operate Gap Italy stores as a franchise partner. The impact from the transaction was not material to our Condensed Consolidated Financial Statements for the 13 weeks ended April 30, 2022. The Company has also reclassified certain assets as held for sale assets that are expected to be sold in the next 12 months related to our distribution center in Rugby, England. The aggregate carrying amount of the assets held for sale, primarily consisting of fixed assets, was $45 million and was recorded within other current assets on the Condensed Consolidated Balance Sheet as of April 30, 2022.
On April 8, 2021, the Company divested the Janie and Jack brand. In addition, the Company reclassified $109 million of assets and $112 million of liabilities for the Intermix brand as held for sale within other current assets and accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheet as of May 1, 2021 and measured the disposal group at its estimated fair value less costs to sell. The aggregate carrying amount of assets and liabilities for amounts classified as held for sale primarily consisted of $61 million of net operating lease assets, $19 million of inventory, and $97 million of operating lease liabilities. The divestiture of Intermix was completed on May 21, 2021. As a result of these transactions, the Company recognized a pre-tax loss of $56 million within operating expenses on the Condensed Consolidated Statements of Operations for the 13 weeks ended May 1, 2021.