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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2011
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-22754
URBAN OUTFITTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-2003332
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
5000 South Broad Street, Philadelphia, PA 19112-1495
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (215) 454-5500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which Registered
Common Shares, $.0001 par value The NASDAQ Global Select Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ÈNo
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes No È
Indicate by checkmark 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 ÈNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes ÈNo
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ÈAccelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Indicate by a checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes No È
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal quarter, was $4,243,728,212.
The number of shares outstanding of the registrant’s common stock on March 24, 2011 was 162,255,448.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Items 10, 11, 12, 13 and 14 is incorporated by reference into Part III hereof
from portions of the Proxy Statement for the registrant’s 2011 Annual Meeting of Shareholders.

Table of contents

  • Page 1
    ... File No. 000-22754 URBAN OUTFITTERS, INC. (Exact Name of Registrant as Specified in Its Charter) Pennsylvania (State or Other Jurisdiction of Incorporation or Organization) 23-2003332 (I.R.S. Employer Identification No.) 5000 South Broad Street, Philadelphia, PA (Address of Principal Executive...

  • Page 2
    ...About Market Risk ...Item 8. Item 9. Financial Statements and Supplementary Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ... Item 9A. Controls and Procedures ...Item 9B. Other Information ...PART III Item 10. Directors, Executive Officers and Corporate...

  • Page 3
    ... levels of consumer spending resulting from the continuing worldwide economic downturn, any effects of terrorist acts or war, availability of suitable retail space for expansion, timing of store openings, seasonal fluctuations in gross sales, the departure of one or more key senior managers, import...

  • Page 4
    ... retail centers, upscale street locations and enclosed malls. As of January 31, 2011, we operated 153 Anthropologie stores in North America and Europe, as well as two web sites and the Anthropologie catalog. We plan to open approximately 17 Anthropologie stores globally in fiscal 2012. Anthropologie...

  • Page 5
    ... People stores in the United States, as well as a web site and the Free People catalog. We plan to open approximately 14 new Free People stores in fiscal 2012. Free People retail store sales accounted for approximately 2.3% of our consolidated net sales for fiscal 2011. Terrain. Terrain is designed...

  • Page 6
    ... catalogs in fiscal 2012. Free People operates a web site that accepts orders directly from customers. The web site exposes consumers to the product assortment found at Free People retail stores as well as all of the Free People wholesale offerings. Terrain operates a web site that accepts orders...

  • Page 7
    ... apparel lines of young women's casual wear that could be effectively sold at attractive prices in Urban Outfitters stores. In order to achieve minimum production lots, Free People wholesale began selling to other retailers throughout the United States. During fiscal 2011, Free People's range of...

  • Page 8
    ... of their target customers by shopping at major trade markets, attending national and regional trade shows and staying current with mass media influences, including internet, music, video, film, magazines and pop culture. Merchandise Our Urban Outfitters stores, web sites and catalogs offer a wide...

  • Page 9
    designed by our Free People wholesale division. Our Terrain garden center offers lifestyle home and garden products combined with antiques, live plants, flowers, wellness products and accessories. Our merchandise is continuously updated to appeal to our target customers' changing tastes and is ...

  • Page 10
    ... coast distribution service in-house. In March 2009 we executed an amendment to our long-term lease for an additional 39,000 square feet at this distribution center bringing it to 214,500 square feet in size. This facility services our stores in the western United States at a favorable freight cost...

  • Page 11
    ..., timely customer checkout and instant back office access to register information, as well as for daily updates of sales, inventory data and price changes. Our direct-to-consumer operations, which include the Anthropologie, Free People and Urban Outfitters catalogs and the Anthropologie, Free People...

  • Page 12
    ..., quality, style, and availability of merchandise, the level of customer service offered and merchandise price. Although we feel the eclectic mix of products offered in our retail stores helps differentiate us, it also means that our Urban Outfitters, Anthropologie, Free People and Terrain stores...

  • Page 13
    ... our total employees, 2% work in the wholesale segment and the remaining 98% work in our retail segment. None of our employees are covered by a collective bargaining agreement, and we believe that our relations with our employees are excellent. Financial Information about Operations We aggregate our...

  • Page 14
    .... Our expansion prospects also depend on a number of other factors, many of which are beyond our control, including, among other things, competition, the availability of financing for capital expenditures and working capital requirements, the availability of suitable sites for new store locations on...

  • Page 15
    ...of catalog and web site orders. The merchandise purchased for our United States and Canadian retail operations is shipped directly to our distribution centers in Lancaster County, Pennsylvania and Reno, Nevada while merchandise purchased for our direct-to-consumer and wholesale operations is shipped...

  • Page 16
    retail and direct-to-consumer operations is shipped to Essex, England. We plan to purchase land to construct a 468,000 square foot fulfillment center in Reno, Nevada, in fiscal 2012 that will support our direct-to-consumer channel. If any of our distribution centers were to close for any reason, or ...

  • Page 17
    ..., financial condition and results of operations. We may not be successful in introducing additional store concepts. We may, from time to time, seek to develop and introduce new concepts or brands in addition to our existing Urban Outfitters, Anthropologie, Free People, Leifsdottir, Terrain and...

  • Page 18
    ... sell merchandise over the Internet through our web sites. Our Internet operations are subject to numerous risks, including reliance on third party computer hardware/software, rapid technological change, diversion of sales from our stores, liability for online content, violations of state or federal...

  • Page 19
    ... importation, promotion and sale of merchandise and the operation of retail stores and distribution centers. Additional legal and regulatory requirements, and the fact that foreign laws occasionally conflict with domestic laws, have increased the complexity of the regulatory environment and the cost...

  • Page 20
    ... the Philadelphia, Pennsylvania Navy Yard. The consolidated offices at the Navy yard allow for an efficient operation of our Philadelphia-based offices and will help to support our growth needs for the foreseeable future. In fiscal 2011, we completed a 54,000 square foot expansion of our home office...

  • Page 21
    ... Urban Outfitters, Anthropologie, Free People and Terrain stores are leased, well maintained and in good operating condition. Our retail stores are typically leased for a term of ten years with renewal options for an additional five to ten years. Total estimated selling square feet for stores open...

  • Page 22
    Urban Outfitters Anthropologie Free People Terrain Total Canada: Alberta ...British Columbia ...Ontario ...Quebec ...Total Canada ...Europe: United Kingdom ...Denmark ...Sweden ...Ireland ...Belgium ...Germany ...Total Europe ...Global Total ... 2 1 4 3 10 15 1 1 3 1 1 22 176 2 - 2 - 4 2 - - -...

  • Page 23
    ... the reported high and low closing sale prices for our common shares as reported on the NASDAQ Global Select Market. Market Information High Low Fiscal 2011 Quarter ended April 30, 2010 ...Quarter ended July 31, 2010 ...Quarter ended October 31, 2010 ...Quarter ended January 31, 2011 ...Fiscal 2010...

  • Page 24
    ...possible future performance of the common shares or the referenced indices. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Urban Outfitters Inc...years ending January 31. Base Period Jan-06 INDEXED RETURNS Years Ended Jan-08 Jan-09 Jan-10 Company/Market/Peer Group Jan-07 Jan-11 Urban Outfitters...

  • Page 25
    ...Company's stock incentive plans as of January 31, 2011: EQUITY COMPENSATION PLAN Number of Securities to Weightedbe Issued Upon Average Exercise Exercise of Price of No. of Securities Outstanding Outstanding Remaining Available for Options, Restricted Options, Restricted Future Issuance Under Shares...

  • Page 26
    ...results to be expected for any future accounting period. 2011 Fiscal Year Ended January 31, 2010 2009 2008 2007 (in thousands, except share amounts and per share data) Income Statement Data: Net sales ...$ 2,274,102 $ 1,937,815 $ 1,834,618 $ 1,507,724 $ 1,224,717 Gross profit ...936,620 786,145 713...

  • Page 27
    ... stores, 14 of which are located within the United States, 3 of which are located in Canada and 4 of which are located in Europe. Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix and compelling store environment. Urban Outfitters' product offering includes women...

  • Page 28
    ... are located in the United States. During fiscal 2011 we opened nine new Free People stores and converted one store location to a Free People wholesale showroom. Free People primarily offers private label branded merchandise targeted to young contemporary women aged 25 to 30. Free People provides...

  • Page 29
    ...catalogs during fiscal 2012. Free People operates a web site that accepts orders directly from customers. The web site exposes consumers to the product assortment found at Free People retail stores as well as all of the Free People wholesale offerings. Terrain operates a web site that accepts orders...

  • Page 30
    ...on our daily evaluation of the customer's response rate to our marketing investments. Direct-to-consumer sales for all brands combined were approximately 19.1% of consolidated net sales for fiscal 2011. Wholesale Operations The Free People wholesale division designs, develops and markets young women...

  • Page 31
    ... a job or service for landscape sales. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at our stores and through our direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift card...

  • Page 32
    ... in order to determine if inventory is properly stated at the lower of cost or market. Factors related to current inventories such as future expected consumer demand and fashion trends, current aging, current and anticipated retail markdowns or wholesale discounts, and class or type of inventory are...

  • Page 33
    ...stores may take time to generate positive operating and cash flow results. Factors such as store type (e.g., mall versus free-standing), store location (e.g., urban area versus college campus or suburb), current marketplace awareness of our brands, local customer demographic data and current fashion...

  • Page 34
    ... Year Ended January 31, 2011 2010 2009 Net sales ...Cost of sales, including certain buying, distribution and occupancy costs ...Gross profit ...Selling, general and administrative expenses ...Income from operations ...Interest income ...Other income ...Other expenses ...Income before income taxes...

  • Page 35
    ... in the average unit sales prices. Direct-to-consumer net sales in fiscal year 2011 increased over the prior year primarily due to increased traffic to our web sites combined with an increase in average order value, which more than offset a decrease in conversion rate. Catalog circulation across all...

  • Page 36
    ... increases in average unit sales prices and transactions. Direct-to-consumer net sales in fiscal year 2010 increased over the prior year primarily due to increased traffic to our web sites, which more than offset decreases in conversion rate and average order value. Catalog circulation across all...

  • Page 37
    ... operations. Our primary uses of cash have been to open new stores and purchase inventories. We have also used our cash to repurchase shares of our common stock. We continued to invest in our direct-toconsumer efforts, wholesale businesses, distribution facilities, home office and our international...

  • Page 38
    ... activity completes our 2006 repurchase program and leaves approximately 5.6 million shares available for repurchase under the 2010 program. On September 21, 2009, we amended our renewed and amended line of credit facility (the "Line") with Wells Fargo Bank N.A. (the "Bank"). This amendment added an...

  • Page 39
    ... the current market rate multiple times during the term. The table above includes our best estimate of the future payments for these locations. Amounts noted above include commitments for 20 executed leases for stores not opened as of January 31, 2011. (2) Our merchandise commitments are cancellable...

  • Page 40
    ... interim and annual reporting periods beginning after December 15, 2009. This adoption had no impact on our financial condition, results of operations or cash flows. We have not adopted the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair...

  • Page 41
    ... changes in its cost of goods to its customers through pricing adjustments, commodity and other product risks are not expected to be material. The Company purchases the majority of its merchandise in U.S. dollars, including a portion of the goods for its stores located in Canada and Europe...

  • Page 42
    ...of January 31, 2011 the Company's cash, cash equivalents and marketable securities consisted primarily of funds invested in money market accounts, tax-exempt municipal bonds rated "A" or better, corporate bonds rated "A" or better, federal government agencies, pre-refunded tax-exempt municipal bonds...

  • Page 43
    ... public accounting firm, as stated in their report that is included on page 42 of this annual report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in the Company's internal control over financial reporting during the Company's fourth quarter of fiscal 2011...

  • Page 44
    ... OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Urban Outfitters, Inc. Philadelphia, Pennsylvania We have audited the internal control over financial reporting of Urban Outfitters, Inc. and subsidiaries (the "Company") as of January 31, 2011, based on...

  • Page 45
    ... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of January 31, 2011, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended and our report dated April 1, 2011 expressed an...

  • Page 46
    ... President Director and Chief Executive Officer Chief Financial Officer General Counsel and Secretary Global President, Urban Outfitters Brand Global Co-President, Anthropologie Brand Global Co-President, Anthropologie Brand Chief Administrative Officer President, Free People Brand Chief Accounting...

  • Page 47
    ... 1992 served in several financial and operational positions for its divisions in the United States, Europe and Japan. Prior to joining VF Corporation, Mr. Artz, a Certified Public Accountant, worked for Ernst & Young in their audit department. Mr. Bodzy joined Urban Outfitters as its General Counsel...

  • Page 48
    ..., corporate governance and SEC reporting. Code of Conduct and Ethics We have had a written code of conduct for a number of years. Our Code of Conduct and Ethics applies to our Directors and employees, including our President, Chief Executive Officer, Chief Financial Officer and Principal Accounting...

  • Page 49
    ...on our website and also to disclose any waivers (to the extent applicable to the Company's President, Chief Executive Officer, Chief Financial Officer or Principal Accounting Officer) on a Form 8-K within the prescribed time period. Section 16(a) Beneficial Ownership Reporting Compliance Information...

  • Page 50
    ...of the Company's Quarterly Report on Form 10-Q filed on June 8, 2010. First Amendment to Amended and Restated Credit Agreement by and among Urban Outfitters, Inc. and Wachovia Bank, National Association is incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K filed on...

  • Page 51
    ...of the Company's Quarterly Report on Form 10-Q filed on December 10, 2010. Letter Agreement Extension of Amended and Restated Credit Agreement by and among Urban Outfitters, Inc. and Wells Fargo Bank, N.A. as amended, dated March 9, 2011. Urban Outfitters 2004 Stock Incentive Plan is incorporated by...

  • Page 52
    ... 7, 2010. Form of 2008 Plan-Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed on December 10, 2010. List of Subsidiaries. Consent of Deloitte & Touche LLP. Rule 13a-14(a)/15d-14(a) Certification of the Company's Principal Executive Officer...

  • Page 53
    ... Signature Title Date /s/ RICHARD A. HAYNE Richard A. Hayne Chairman of the Board, President and Director Chief Executive Officer and Director April 1, 2011 /s/ GLEN T. SENK April 1, 2011 Glen T. Senk (Principal Executive Officer) /s/ ERIC ARTZ Chief Financial Officer April 1, 2011 Eric...

  • Page 54
    URBAN OUTFITTERS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm-Deloitte & Touche LLP ...Consolidated Balance Sheets as of January 31, 2011 and January 31, 2010 ...Consolidated Statements of Income for the fiscal years ended January 31,...

  • Page 55
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Urban Outfitters, Inc. Philadelphia, Pennsylvania We have audited the accompanying consolidated balance sheets of Urban Outfitters, Inc. and subsidiaries (the "Company") as of January 31, 2011 and 2010, and the related...

  • Page 56
    URBAN OUTFITTERS, INC. Consolidated Balance Sheets (in thousands, except share and per share data) January 31, 2011 2010 ASSETS Current assets: Cash and cash equivalents ...Marketable securities ...Accounts receivable, net of allowance for doubtful accounts of $1,015 and $1,284, respectively ......

  • Page 57
    ... (in thousands, except share and per share data) 2011 Fiscal Year Ended January 31, 2010 2009 Net sales ...Cost of sales, including certain buying, distribution and occupancy costs ...Gross profit ...Selling, general and administrative expenses ...Income from operations ...Interest income ...Other...

  • Page 58
    URBAN OUTFITTERS, INC. Consolidated Statements of Shareholders' Equity (in thousands, except share data) Accumulated Other Comprehensive Income (Loss) Comprehensive Income Common Shares Additional Number of Par Paid-in Shares Value Capital Retained Earnings Total Balances as of February 1, 2008...

  • Page 59
    URBAN OUTFITTERS, INC. Consolidated Statements of Cash Flows (in thousands) Fiscal Year Ended January 31, 2011 2010 2009 Cash flows from operating activities: Net income ...$ 272,958 $ 219,893 $ 199,364 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ...

  • Page 60
    ... operation of a general consumer product retail and wholesale business selling to customers through various channels including retail stores, five catalogs and ten web sites. As of January 31, 2011 and 2010, the Company operated 372 and 327 stores, respectively. Stores located in the United States...

  • Page 61
    ... the balance sheet date. Available for sale securities such as Auction Rate Securities ("ARS") that fail at auction and do not liquidate under normal course are classified as non-current assets. Successful auctions would be classified as current assets. Marketable securities as of January 31, 2011...

  • Page 62
    ... and per share data) Accounts Receivable Accounts receivable primarily consists of amounts due from our wholesale customers as well as credit card receivables. The activity of the allowance for doubtful accounts for the years ended January 31, 2011, 2010 and 2009 was as follows: Balance at beginning...

  • Page 63
    ...a job or service for landscape sales. Revenue is presented on a net basis and does not include any tax assessed by a governmental or municipal authority. Payment for merchandise at stores and through the Company's direct-to-consumer channel is tendered by cash, check, credit card, debit card or gift...

  • Page 64
    ...store occupancy costs including rent and depreciation; customer shipping costs for direct-to-consumer orders; in-bound and outbound freight; U.S. Customs related taxes and duties; inventory acquisition and purchasing costs; warehousing and handling costs and other inventory acquisition related costs...

  • Page 65
    ... period of future benefit. Advertising costs primarily relate to our direct-to-consumer marketing expenses which are composed of web marketing, catalog printing, paper, postage and other costs related to production of photographic images used in our catalogs and on our web sites. These costs are...

  • Page 66
    ... of cash, cash equivalents, marketable securities and accounts receivable. The Company manages the credit risk associated with cash, cash equivalents and marketable securities by investing in high-quality securities held with reputable trustees and, by policy, limiting the amount of credit exposure...

  • Page 67
    ... annual reporting periods beginning after December 15, 2009. This adoption had no impact on the Company's financial condition, results of operations or cash flows. The Company has not adopted the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level...

  • Page 68
    URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) 3. Marketable Securities During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains (losses) and fair ...

  • Page 69
    URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) The following tables show the gross unrealized losses and fair value of the Company's marketable securities with unrealized losses that are not deemed to be other-than-...

  • Page 70
    ... share data) 4. Fair Value of Financial Assets and Financial Liabilities The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach that relate to its financial...

  • Page 71
    .... Failed ARS represented approximately 3.6% and 4.5% of the Company's total cash, cash equivalents and marketable securities as of January 31, 2011 and January 31, 2010, respectively. Below is a reconciliation of the beginning and ending ARS securities balances that the Company valued using a Level...

  • Page 72
    ... FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) 5. Property and Equipment Property and equipment is summarized as follows: January 31, 2011 2010 Land ...Buildings ...Furniture and fixtures ...Leasehold improvements ...Other operating equipment ...Construction...

  • Page 73
    URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) $80,000. Cash advances bear interest at LIBOR plus 0.50% to 1.60% based on the Company's achievement of prescribed adjusted debt ratios. The Line subjects the Company to ...

  • Page 74
    URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) The Company's effective tax rate was different than the statutory U.S. federal income tax rate for the following reasons: Fiscal Year Ended January 31, 2011 2010 2009 ...

  • Page 75
    ...31, 2011 and 2010, respectively. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In January 2010, the Company received an examination report from the IRS setting forth proposed adjustments to the Company's U.S. income tax returns for...

  • Page 76
    ..., 2011 there were 9,251,200 and 583,100 common shares available to grant under the 2008 and 2004 Stock Incentive Plans, respectively. A Lattice Binomial pricing model ("Model") was used to estimate the fair value of stock options and SAR's. The Model allows for assumptions such as the risk-free rate...

  • Page 77
    ... 31, 2011, 2010 and 2009: Fiscal Year Ended January 31, 2011 2010 2009 (In thousands, except per share data) Weighted-average grant date fair value-per share ...Intrinsic value of awards exercised ...Net cash proceeds from the exercise of stock options ...Actual income tax benefit realized from...

  • Page 78
    URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) and 2009, respectively. Total compensation cost of stock options granted but not yet vested, as of January 31, 2011, was $11,971, which is expected to be recognized over the ...

  • Page 79
    ... vested as of January 31, 2011 was $5,374, which is expected to be recognized over the weighted average period of 4.6 years. Performance Share Units The Company grants PSU's which vest based on the achievement of various company performance targets and external market conditions. The fair value of...

  • Page 80
    ...,860,605 For the fiscal years ended January 31, 2011, 2010 and 2009, options to purchase 1,324,238 shares ranging in price from $32.89 to $39.58, options to purchase 4,331,650 shares ranging in price from $16.58 to $37.51 and options to purchase 3,351,338 shares ranging in price from $16.58 to $37...

  • Page 81
    ...-time U.S. based employees who are at least 18 years of age are eligible after six months of employment to participate in the Urban Outfitters 401(k) Savings Plan (the "Plan"). Under the Plan, employees can defer 1% to 25% of compensation as defined. The Company makes matching contributions in cash...

  • Page 82
    ...Urban Outfitters," "Anthropologie," "Free People", "Terrain" and "Leifsdottir" and includes their direct marketing campaigns which consist of five catalogs and nine web sites as of January 31, 2011. Our Retail stores and their direct marketing campaigns are considered an operating segment. Net sales...

  • Page 83
    ... Accounting Policies." Both the retail and wholesale segments are highly diversified. No customer comprises more than 10% of sales. A summary of the information about the Company's operations by segment is as follows: 2011 Net sales Retail operations ...Wholesale operations ...Intersegment...

  • Page 84
    URBAN OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) (in thousands, except share and per share data) 14. Subsequent Events Subsequent to January 31, 2011 and through April 1, 2011, the Company has repurchased and retired 4,824,869 common shares for approximately $148,675, ...

  • Page 85
    ... Urban Outfitters, Inc. 5000 South Broad Street Philadelphia, PA 19112-1495 Attention: Frank Conforti, Chief Accounting Officer RE: Extension of Amended and Restated Credit Agreement dated as of September 23, 2004, as amended, by and among Urban Outfitters, Inc., its Subsidiaries Listed On Schedule...

  • Page 86
    ... Jurisdiction of Organization Anthropologie, Inc. Urban Outfitters Wholesale, Inc. Urban Outfitters UK Limited UO Merchandise, Inc. Urban Outfitters West LLC U.O.D. Secondary, Inc. UO Fenwick, Inc. Urban Outfitters Canada, Inc. Urban Outfitters Ireland Limited Free People of PA LLC UOGC, Inc...

  • Page 87
    ... of Urban Outfitters, Inc. and subsidiaries, and the effectiveness of Urban Outfitters, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Urban Outfitters, Inc. for the year ended January 31, 2011. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania...

  • Page 88
    ... and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ GLEN T. SENK Glen T. Senk (Principal Executive Officer) b) Date: April 1, 2011

  • Page 89
    ..., summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ ERIC ARTZ Eric Artz (Chief Financial Officer) b) Date: April 1, 2011

  • Page 90
    ... Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 1, 2011 By: /s/ GLEN T. SENK Glen T. Senk (Principal Executive Officer)

  • Page 91
    ... of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: April 1, 2011 By: /s/ ERIC ARTZ Eric Artz (Chief Financial Officer)