Urban Outfitters 2014 Annual Report Download
Download and view the complete annual report
Please find the complete 2014 Urban Outfitters annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2 -
3 -
4 -
5 -
6 -
7 -
8 -
9 -
10 -
11 -
12 -
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127
-
128
-
129
-
130
-
131
-
132
-
133
-
134
-
135
-
136
-
137
-
138
-
139
-
140
-
141
-
142
-
143
-
144
-
145
-
146
-
147
-
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
-
157
-
158
-
159
-
160
-
161
-
162
-
163
-
164
-
165
-
166
-
167
-
168
-
169
-
170
-
171
-
172
-
173
-
174
-
175
-
176
-
177
-
178
-
179
-
180
-
181
-
182
-
183
-
184
-
185
-
186
-
187
-
188
-
189
-
190
-
191
-
192
-
193
-
194
-
195
-
196
-
197
-
198
-
199
-
200
-
201
-
202
-
203
-
204
-
205
-
206
-
207
-
208
-
209
-
210
-
211
-
212
-
213
-
214
-
215
-
216
-
217
-
218
-
219
-
220
-
221
-
222
-
223
-
224
-
225
 |
 |
Table of Contents
x
¨
x¨
¨x
x¨
x¨
x
x ¨
¨ ¨
¨x
Table of contents
-
Page 1
... Charter) Pennsylvania (State or Other Jurisdiction of Incorporation or Organization) 23-2003332 (I.R.S. Employer Identification No.) 5000 South Broad Street, Philadelphia, PT (Tddress of Principal Executive Offices) 19112-1495 (Zip Code) Registrant's telephone number, including area code: (215... -
Page 2
... Purchases of Equitc Securities Selected Financial Data 20 22 23 37 37 37 37 38 Management's Discussion and Analcsis of Financial Condition and Results of Operations Item 7A. Item 8. Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementarc Data Changes... -
Page 3
... the customer. In addition to our retail stores, we offer our products and market our brands directlc to the consumer through our e-commerce websites, mobile applications and also through our Urban Outfitters, Anthropologie and Free People catalogs. We have achieved compounded annual sales growth... -
Page 4
... shopping channels, including stores, websites (online and through mobile devices) and catalogs. Our investments in areas such as marketing campaigns and technologc advancements are designed to generate demand for the omni-channel and not the separate store or direct-toconsumer channels. Store sales... -
Page 5
... 88 were located in the United States and two were located in Canada. We plan to open approximatelc 12 new Free People stores in fiscal 2015. Free People operates websites in North America and Europe that capture the spirit of the brand bc offering a similar cet broader selection of merchandise as... -
Page 6
... prices in Urban Outfitters stores. In order to achieve minimum production lots, Free People wholesale began selling to other retailers throughout the United States. We distribute our Free People products in certain department stores using a shop-withinshop sales model. We believe that the shop... -
Page 7
... retail stores, websites, mobile applications and catalog offer a showcase for casual women's apparel, intimates, shoes, accessories and gifts, primarilc developed and designed bc our Free People wholesale division. Our Terrain garden centers and website offer lifestcle home and garden products... -
Page 8
... department managers and full and part-time sales and visual staff. The staff of a tcpical Anthropologie store mac also include a customer care manager who helps tailor the shopping experience to the needs of Anthropologie's target customers. A Terrain garden center mac also include merchandise care... -
Page 9
... customer shipping. In September 2012 we completed construction on a 463,000 square foot fulfillment center located in Reno, Nevada. This facilitc, which we own and operate, is used primarilc to house and distribute merchandise to our western United States direct-to-consumer customers, significantlc... -
Page 10
... mobile application availabilitc and customer lists. Our direct-to-consumer channel competes against numerous websites and catalogs, which mac have a greater volume of circulation and web traffic or more effective marketing through online media and social networking sites. Our Free People wholesale... -
Page 11
... the Wholesale segment and the remaining 97% work in our Retail segment. None of our emplocees are covered bc a collective bargaining agreement, and we believe that our relations with our emplocees are excellent. Financial Information about Operations We aggregate our operations into two reportable... -
Page 12
... of longer lead times in the manufacturing and sale of its apparel. Our fashion decisions constitute a material risk and mac have an adverse effect on our financial condition and results of operations. We may not be successful in expanding our business, opening new retail stores or extending our... -
Page 13
... service offered and merchandise price. Our Anthropologie, Free People and Bhldn stores also face competition from small boutiques that offer an individualized shopping experience similar to the one we strive to provide to our target customers. Additionallc, the internet and other new technologies... -
Page 14
... to support our Retail and Wholesale segments in the United States, Western Europe and Canada, and for fulfillment of catalog and website orders around the world. The merchandise purchased for our United States and Canadian retail store operations is shipped directlc to our distribution centers in... -
Page 15
... affect our business. If imported goods become difficult or impossible to bring into the United States due to significant labor issues, such as strikes at anc of our ports in the United States, and if we cannot obtain such merchandise from other sources at similar costs, our sales and profit margins... -
Page 16
... our business, financial condition and results of operations. We may not be successful in introducing additional store concepts or brands. We mac, from time to time, seek to develop and introduce new concepts or brands in addition to our established brands, Urban Outfitters, Anthropologie and Free... -
Page 17
..., rapid technological change, diversion of sales from our stores, liabilitc for online content, violations of state or federal laws, including those relating to online privacc, credit card fraud, risks related to the failure of the information technologc scstems that operate our websites, including... -
Page 18
... to customs, child labor, tax, emplocment, privacc, truth-in-advertising and other laws, including consumer protection regulations and zoning and occupancc ordinances that regulate retailers generallc and/or govern the importation, promotion and sale of merchandise and the operation of retail stores... -
Page 19
... fulfillment center in Trenton, South Carolina, which houses merchandise distributed through our Retail and Wholesale segments. The operating lease for the Trenton center is set to expire in 2016. In September 2012, we completed the construction of a 463,000 square foot fulfillment center in Reno... -
Page 20
... The following table shows the location of each of our existing retail stores, as of Januarc 31, 2014: Urban Outfitters Free Tnthropologie People Terrain Bhldn Total United States: Alabama Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Idaho... -
Page 21
...In addition to the stores listed above, Free People also operates wholesale sales and showroom facilities in New York Citc, London, Los Angeles and Chicago that are leased through 2017, 2018, 2019 and 2019, respectivelc. Through our exclusive distribution and marketing agreement with World Co., Ltd... -
Page 22
...common shares are traded on the NASDAQ Global Select Market under the scmbol "URBN." The following table sets forth, for the periods indicated below, the reported high and low sale prices for our common shares as reported on the NASDAQ Global Select Market. Market Information High Low Fiscal 2014... -
Page 23
... and table compares the cumulative total shareholder return on our common shares with the cumulative total return on the Standard and Poor's 500 Composite Stock Index and the Standard and Poor's 500 Apparel Retail Index for the period beginning Januarc 30, 2009 and ending Januarc 31, 2014, assuming... -
Page 24
...future accounting period. Fiscal Year Ended January 31, 2014 2013 2012 2011 2010 (in thousands, except share amounts and per share data) Income Statement Data: Net sales Gross profit Income from operations Net income Net income per common share-basic Weighted average common shares outstanding... -
Page 25
... of our Urban Outfitters, Anthropologie, Free People, Terrain and Bhldn brands, whose merchandise is sold directlc to our customers through retail stores, websites, mobile applications, catalogs and customer contact centers. Our Wholesale segment consists of the Free People wholesale division that... -
Page 26
... 31, 2014, Urban Outfitters closed one store located in the United States. Urban Outfitters operates websites in North America and Europe that capture the spirit of the brand bc offering a similar cet broader selection of merchandise as found in our stores. Urban Outfitters offers a catalog in North... -
Page 27
... net sales for fiscal 2014 and 2013, respectivelc. For all brands combined, we plan to open approximatelc 35 to 40 new stores during fiscal 2015, including 13 Urban Outfitters stores, 13 Anthropologie stores and 12 Free People stores. Wholesale Segment The Free People wholesale division designs... -
Page 28
...customer returns. Revenue is recognized at the completion of a job or service for landscape sales. Revenue is presented on a net basis and does not include anc tax assessed bc a governmental or municipal authoritc. Pacment for merchandise in our Retail segment is tendered bc cash, check, credit card... -
Page 29
... freight, import taxes and agent commissions. A periodic review of inventorc is performed in order to determine if inventorc is properlc 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... -
Page 30
...), store location (e.g., urban area versus college campus or suburb), current marketplace awareness of our brands, local customer demographic data and current fashion trends are all considered in determining the time frame required for a store to achieve positive financial results, which, in general... -
Page 31
... on the date of grant and recognition of compensation over the service period, net of estimated forfeitures. We use a lattice binomial pricing model to determine the fair value of our stock options and stock appreciation rights. This model uses assumptions including the risk free rate of interest... -
Page 32
... in Wholesale segment net sales. The growth in Retail segment net sales during fiscal 2014 was driven bc increases of $144.2 million, or 6.0%, in Retail segment comparable net sales, which includes our direct-to-consumer channel, and $118.5 million in non-comparable and new store net sales. Our... -
Page 33
...consumer channel for all brands and positive comparable store net sales at Anthropologie and Free People. Direct-to-consumer net sales were driven bc an increase in website and mobile application traffic, a higher average order value and an improved conversion rate. The positive comparable store net... -
Page 34
... direct-to-consumer net sales increase was driven bc increased traffic to our websites, which was partiallc offset bc a decline in average order value and conversion rate. The negative comparable store net sales resulted from decreases in average units per transaction and average unit sales prices... -
Page 35
...the construction of new stores and the expansion of our home offices and $276.1 million in net purchases of marketable securities. Cash provided bc financing activities during fiscal 2014 of $33.7 million was primarilc related to the exercise of stock options and related tax benefits on stock option... -
Page 36
... we repurchased and retired 4,523,220 common shares at a total cost of $162.0 million or an average cost of $35.83 per share, including commissions. On April 25, 2011, we amended our line of credit facilitc (the "Line") with Wells Fargo Bank, National Association. This amendment extended the term of... -
Page 37
... for these locations. Amounts noted above include commitments for 27 executed leases for stores not opened as of Januarc 31, 2014. Our merchandise commitments are cancellable with no or limited recourse available to the vendor until the merchandise shipping date. Includes construction contracts with... -
Page 38
... sales and annual net income. The unaudited financial information has been prepared in accordance with accounting principles generallc accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management... -
Page 39
... generalized changes in our cost of goods to our customers through pricing adjustments, commoditc and other product risks are not expected to be material. We purchase the majoritc of our merchandise in U.S. dollars, including a portion of the goods for our stores located in Canada and Europe. Our... -
Page 40
... public accounting firm, as stated in their report that is included on page 39 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in the Companc's internal control over financial reporting during the Companc's fourth quarter of fiscal 2014... -
Page 41
... REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Shareholders of Urban Outfitters, Inc. Philadelphia, Pennsclvania We have audited the internal control over financial reporting of Urban Outfitters, Inc. and subsidiaries (the "Companc") as of Januarc 31, 2014... -
Page 42
... Public Companc Accounting Oversight Board (United States), the consolidated balance sheet of the Companc as of Januarc 31, 2014, and the related consolidated statements of income, comprehensive income, shareholders' equitc, and cash flows for the cear then ended and our report dated April 1, 2014... -
Page 43
...and President Chief Financial Officer General Counsel and Secretarc President, Free People Brand, Chief Creative Officer and Director Chief Administrative Officer CEO of Urban Outfitters Group CEO of Anthropologie Group President, Terrain Brand Director Director Director Director Director Member of... -
Page 44
... within the URBN brands including Director of Administration for URBN, Director of Operations/Stores for Urban Outfitters Europe, Executive Director of Stores and Operations for Anthropologie and Chief Operating Officer for Anthropologie. Prior to joining the Companc, Ms. McDevitt worked for Liz... -
Page 45
...Companc's Chief Executive Officer, Chief Financial Officer or Principal Accounting Officer) on our website. Section 16(a) Beneficial Ownership Reporting Compliance Information required bc this item is incorporated herein bc reference from the Companc's Proxc Statement for the 2014 Annual Meeting of... -
Page 46
...and Related Transactions, and Director Independence Information required bc this item is incorporated herein bc reference from the Companc's Proxc Statement for the 2014 Annual Meeting of Shareholders. Item 14. Principal Tccountant Fees and Services Information required bc this item is incorporated... -
Page 47
... because the required information is included in the consolidated financial statements or notes thereto. (3) Exhibits The Exhibits listed below are filed as part of, or incorporated bc reference into, this Annual Report on Form 10-K. The file number for each exhibit incorporated bc reference is 000... -
Page 48
... Definitive Proxc Statement on Schedule 14A filed on April 1, 2013. Urban Outfitters Executive Incentive Plan, as amended and restated effective Februarc 1, 2010, is incorporated bc reference to Appendix A of the Companc's Definitive Proxc Statement on Schedule 14A filed on April 1, 2010. Form of... -
Page 49
... of the Companc's Principal Financial Officer. Section 1350 Certification of the Companc's Principal Executive Officer. 32.1** 32.2** Section 1350 Certification of the Companc's Principal Financial Officer. XBRL Instance Document 101.INS* 101.SCH* 101.CAL* 101.LAB* 101.PRE* XBRL Taxonomc... -
Page 50
... dates indicated. Signature Title Date /s/ RICHARD A. H AYNE Richard T. Hayne (Principal Executive Officer) Chairman of the Board, Chief Executive Officer and President Chief Financial Officer April 1, 2014 /s/ FRANCIS J. CONFORTI Francis J. Conforti (Principal Financial Officer) April 1, 2014... -
Page 51
...Januarc 31, 2014, 2013 and 2012 F-5 F-6 F-7 F-8 Consolidated Statements of Shareholders' Equitc for the fiscal cears ended Januarc 31, 2014, 2013 and 2012 Consolidated Statements of Cash Flows for the fiscal cears ended Januarc 31, 2014, 2013 and 2012 Notes to Consolidated Financial Statements F-1 -
Page 52
... of Urban Outfitters, Inc. and subsidiaries as of Januarc 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three cears in the period ended Januarc 31, 2014, in conformitc with accounting principles generallc accepted in the United States of America. We... -
Page 53
Table of Contents URBTN OUTFITTERS, INC. Consolidated Balance Sheets (in thousands, except share and per share data) January 31, 2014 January 31, 2013 TSSETS Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net of allowance for doubtful accounts of $1,711 and ... -
Page 54
... of Contents URBTN OUTFITTERS, INC. Consolidated Statements of Income (in thousands, except share and per share data) Fiscal Year Ended January 31, 2014 2013 2012 Net sales Cost of sales $ Gross profit Selling, general and administrative expenses Income from operations Interest income Other... -
Page 55
... of Contents URBTN OUTFITTERS, INC. Consolidated Statements of Comprehensive Income (in thousands) Fiscal Year Ended January 31, 2014 2013 2012 Net income Other comprehensive income (loss): Foreign currencc translation Change in unrealized gains on marketable securities, net of tax Total other... -
Page 56
... hensive Number of Shares Par Value Loss Total Balances as of Januarc 31, 2011 Comprehensive income Share-based compensation Stock options and awards Excess tax benefit from share-based awards Share repurchases Balances as of Januarc 31, 2012 Comprehensive income Share-based compensation Stock... -
Page 57
... exercise of stock options Excess tax benefits from stock option exercises Share repurchases related to share repurchase program Share repurchases related to taxes for share-based awards Net cash provided bc (used in) financing activities Effect of exchange rate changes on cash and cash equivalents... -
Page 58
... of a general consumer product retail and wholesale business selling to customers through various channels including retail stores, websites, catalogs and mobile applications. As of Januarc 31, 2014 and 2013, the Companc operated 511 and 476 stores, respectivelc. Stores located in the United States... -
Page 59
... freight, import taxes and agent commissions. A periodic review of inventorc is performed in order to determine if inventorc is properlc 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... -
Page 60
... Companc to quantifc aging trends include factors such as average selling cccle and seasonalitc of merchandise, the historical rate at which merchandise has sold below cost during the average selling cccle, and the value and nature of merchandise currentlc priced below original cost. A provision is... -
Page 61
... of a job or service for landscape sales. Revenue is presented on a net basis and does not include anc tax assessed bc a governmental or municipal authoritc. Pacment for merchandise in the Companc's Retail segment is tendered bc cash, check, credit card, debit card or gift card. Therefore, the... -
Page 62
...as information scstems, finance, loss prevention, talent acquisition, home office and executive management expenses; share-based compensation expense; and other associated general expenses. Shipping and Handling Revenues and Costs The Companc includes shipping and handling revenues in net sales and... -
Page 63
... United States federal income tax return (see Note 8, "Income Taxes" for a further discussion of income taxes). The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Net Income Per Common Share Basic net... -
Page 64
... gains and losses included in operating results for fiscal cears 2014, 2013 and 2012 were not material. Concentration of Credit Risk Financial instruments that potentiallc subject the Companc to concentrations of credit risk consist principallc of cash, cash equivalents, marketable securities and... -
Page 65
... for the Companc beginning Februarc 1, 2013. Other than the change in presentation, this accounting standards update did not have an impact on the Companc's financial position, results of operations or cash flows. Reclassifications Certain prior period amounts have been reclassified to conform... -
Page 66
Table of Contents URBTN OUTFITTERS, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS-(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... -
Page 67
..., except share and per share data) Proceeds from the sale and maturities of available-for-sale securities were $451,866, $207,576 and $414,769 in fiscal 2014, 2013 and 2012, respectivelc. The Companc included in "Interest income," in the Consolidated Statements of Income, a net realized loss of... -
Page 68
...tcpes of inputs used for the various valuation techniques (market approach, income approach and cost approach that relate to its financial assets and financial liabilities). The levels of the hierarchc are described as follows: • • • Level 1: Observable inputs such as quoted prices in active... -
Page 69
... inputs that use, as their basis, readilc observable market data that are activelc quoted and are validated through external sources, including third-partc pricing services and brokers. Level 2 assets consist of financial instruments whose value has been based on quoted prices for similar assets and... -
Page 70
... expenses and other current liabilities consist of the following: January 31, 2014 2013 Gift certificates and merchandise credits Accrued construction Sales return reserves Accrued sales taxes Accrued rents and estimated propertc taxes Other current liabilities Total $ 44,311 20,939 17,089 12... -
Page 71
... rate, or (b) the applicable LIBOR Rate plus ...financial covenants. The Companc expects the Amended and Restated Line to satisfc its credit needs through at least fiscal 2015. 8. Income Taxes The components of income before income taxes are as follows: Fiscal Year Ended January 31, 2014 2013 2012... -
Page 72
... share and per share data) The Companc's effective tax rate was different than the statutorc U.S. federal income tax rate for the following reasons: Fiscal Year Ended January 31, 2014 2013 2012 Expected provision at statutorc U.S. federal tax rate State and local income taxes, net of federal tax... -
Page 73
..., 2014 and 2013, respectivelc. The Companc files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. During the cear ended Januarc 31, 2014, the Companc settled its Internal Revenue Service examination for the periods ended Januarc 31, 2011 and 2012. The... -
Page 74
... and 32,682 common shares available to grant under the 2008 and 2004 Stock Incentive Plans, respectivelc. A lattice binomial pricing model ("the 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 of interest, volatilitc... -
Page 75
... in fiscal 2012, related to 1,054,466 PSU's, granted to a former executive officer of the Companc, that will not vest due to the service requirement not being met. The total tax benefit associated with share-based compensation expense for the fiscal cears ended Januarc 31, 2014, 2013 and 2012 was... -
Page 76
... common share price at the date of grant. The following weighted-average assumptions were used in the Model to estimate the fair value of SAR's at the date of grant: Fiscal Year Ended January 31, 2014 2013 2012 Expected life, in cears Risk-free interest rate Volatilitc Dividend rate 5.6 1.0% 46... -
Page 77
... information related to SAR's during the cears ended Januarc 31, 2014, 2013 and 2012: 2014 Fiscal Year Ended January 31, 2013 2012 Weighted-average grant date fair value-per share Intrinsic value of awards exercised $ 14.11 $ 848 $11.85 $ - $ 9.50 $ - The Companc recognized tax benefits related... -
Page 78
... of Contents URBTN OUTFITTERS, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS-(Continued) (in thousands, except share and per share data) Restricted Stock Units The Companc mac grant RSU's which vest based on the achievement of specified service and external market conditions. RSU's tcpicallc... -
Page 79
... weighted-average common shares outstanding used for the computation of basic and diluted net income per common share: Fiscal Year Ended January 31, 2014 2013 2012 Basic weighted-average common shares outstanding Effect of dilutive options, stock appreciation rights, restricted stock units and... -
Page 80
... of diluted net income per common share as thec did not meet certain performance criteria. 13. Commitments and Contingencies Leases The Companc leases its stores, certain fulfillment and distribution facilities, and offices under non-cancelable operating leases. The following is a schedule bc cear... -
Page 81
... adverse effect on the Companc's financial position, results of operations or cash flows. 14. Related Party Transactions Drinker Biddle & Reath LLP ("DBR"), a law firm, provided general legal services to the Companc. Fees paid to DBR during fiscal 2014, 2013 and 2012 were $2,637, $1,902 and $2,509... -
Page 82
... the retail names "Urban Outfitters," "Anthropologie," "Free People," "Terrain" and "Bhldn" and includes their direct-to-consumer channels. Each of the Companc's brands, which include the retail stores and direct-toconsumer channels, are considered an operating segment. Net sales from the Retail... -
Page 83
..., including stores, websites and catalogs (online and through mobile devices). The Companc's investments in areas such as marketing campaigns and technologc advancements are designed to generate demand for the omni-channel and not the separate store or direct-to-consumer channels. Store sales are... -
Page 84
.... No one customer constitutes more than 10% of the Companc's total consolidated net sales. A summarc of the information about the Companc's operations bc segment is as follows: Fiscal Year 2014 2013 2012 Net sales Retail operations Wholesale operations Intersegment elimination Total net sales... -
Page 85
... except share and per share data) The Companc has foreign operations in Europe and Canada. Revenues and long-lived assets, based upon the Companc's domestic and foreign operations, are as follows: Fiscal Year 2014 2013 2012 Net Sales Domestic operations Foreign operations Total net sales $2,685... -
Page 86
Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated March 27, 2014 by and among URBAN OUTFITTERS, INC., and its Subsidiaries listed on Schedule 1 hereto, as Borrowers, the Lenders referred to herein, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent -
Page 87
... Changed Circumstances Indemnity Capital Requirements Taxes Guaranty Adjustments Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent Currencies; Currency Equivalent and Related Provisions 32 33 33 37 37 37 38 ARTICLE V CLOSING; CONDITIONS... -
Page 88
... of Representations and Warranties, Etc . ARTICLE VII FINANCIAL INFORMATION AND NOTICES Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Financial Statements and Projections Officer's Compliance Certificate Accountants' Certificate Other Reports Notice of Litigation and Other... -
Page 89
...Duties Exculpatory Provisions Reliance by the Administrative Agent Notice of Default Non-Reliance on the Administrative Agent and Other Lenders Indemnification The Administrative Agent in Its Individual Capacity Resignation of the Administrative Agent; Successor Administrative Agent ARTICLE... Service... -
Page 90
... J - Form of Note Form of Notice of Borrowing Form of Notice of Account Designation Form of Notice of Conversion/Continuation Form of Officer's Compliance Certificate Form of Termination Date Extension Request Form of Assignment Agreement MLA Costs Form of Joinder to Guaranty Form of U.S. Tax... -
Page 91
... AMENDED AND RESTATED CREDIT AGREEMENT ("Credit Agreement"), dated the 27 day of March, 2014, by and among URBAN OUTFITTERS, INC., a Pennsylvania corporation ("Urban"), the Subsidiaries (as hereinafter defined) of Urban listed on Schedule 1 hereto (including Urban, each individually a "Borrower... -
Page 92
... end of the fiscal quarter immediately preceding the delivery of the applicable Officer's Compliance Certificate as follows: Applicable LIBOR and Eurocurrency Margin Level I II III Adjusted Debt to EBITDAR Ratio Applicable Base Rate Margin Daily One Month LIBOR Margin >3.50 0% 0% 0% >2.75 and... -
Page 93
..., and "Borrowers " means collectively, Urban Outfitters, Inc., a Pennsylvania corporation, and each Subsidiary set forth on Schedule 1 hereto, including without limitation each Non-U.S. Borrower, each in its capacity as a borrower hereunder. "Business Day " means (a) for all purposes other... -
Page 94
... on a Person the right to receive a share of the profits and losses of, or distributions of assets upon liquidation of, the issuing Person. "Cash Management Bank " means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit Party, is a Lender, an Affiliate of... -
Page 95
...on the Closing Date or whose nomination or election was previously so approved. "Credit Parties " means, collectively, the Borrowers and the Guarantors. "Daily One Month LIBOR " means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period. "Daily One... -
Page 96
... not appear on such pages, at the rate of exchange quoted by the Administrative Agent in Philadelphia, Pennsylvania at 11:00 a.m. on the date of determination, to prime banks in New York City for the spot purchase in the New York foreign exchange market of such amount of Dollars with such Alternate... -
Page 97
...11:00 a.m. London time, on the second Business Day prior to the commencement of the relevant Interest Period in amounts substantially equal to the Alternate Currency Loan as to which Borrowers may elect the Eurocurrency Rate to be applicable and with a maturity of comparable duration to the Interest... -
Page 98
... liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City. "Event of Default " means any of the events specified in Section 11.1 hereof, provided that any requirement for passage of time, giving of notice, or any other condition, has been... -
Page 99
... to Section 1471(b)(1) of the Code. "Fee Letter" means the separate fee letter agreement dated March 27, 2014 among Urban and the Administrative Agent. "FDIC" means the Federal Deposit Insurance Corporation, or any successor thereto. "Federal Funds Rate " means, the rate per annum (rounded upwards... -
Page 100
... such Debt (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee... -
Page 101
... and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement. "Hong Kong Dollars " means the lawful currency of Hong Kong. "Indemnified Taxes... -
Page 102
...be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. (b) for any interest rate calculation... -
Page 103
... Business Day " means any day that is a day for trading by and between banks in Dollar deposits in the London interbank market. "Management Report " means that certain memorandum entitled "Material Weaknesses in Internal Control" furnished to the Borrowers by their auditors, or any similar successor... -
Page 104
... under a jurisdiction outside of the United States, including, without limitation, URBN UK Limited (f/k/a Urban Outfitters UK Limited), a corporation formed under the laws of England and Wales, and HK Sourcing Limited, a limited liability company incorporated in Hong Kong, and "Non-U.S. Borrower... -
Page 105
... currency of the United Kingdom. "Prime Rate " means, at any time, the rate of interest per annum publicly announced from time to time by Wells Fargo as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The... -
Page 106
...: the chief executive officer, chief financial officer or treasurer of each Borrower or Guarantor or any other officer of such Borrower or Guarantor reasonably acceptable to the Administrative Agent. "Restricted Subsidiary " means, collectively, URBN Canada Retail, Inc., Urban Outfitters UK Limited... -
Page 107
... the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600, as the same may be amended or revised from time to time. "UCC" means the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania, as... -
Page 108
..., and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Any reference herein to "Philadelphia time" shall refer to the applicable time of day in Philadelphia, Pennsylvania. Section 1.3 Other Definitions and Provisions . (a) Use of... -
Page 109
... for Borrowing . The Borrowers shall give the Administrative Agent irrevocable prior written notice in the form attached hereto as Exhibit B (a "Notice of Borrowing") not later than 11:00 a.m.(Philadelphia time) (i) on the same Business Day as each Base Rate Loan or Daily One Month LIBOR Loan, (ii... -
Page 110
... Lenders, the Loans, and shall furnish cash collateral reasonably satisfactory to the Administrative Agent and/or repay the L/C Obligations, in an amount equal to such excess with each such repayment applied first to the aggregate amount of drawings under Letters of Credit which have not then been... -
Page 111
... thereof at the applicable interest rate per annum specified in Section 4.1 hereof. Section 2.5 Change in Commitment . (a) Reductions . The Borrowers shall have the right at any time and from time to time, upon at least five (5) Business Days prior written notice to the Administrative Agent, to... -
Page 112
support the issuance of Letters of Credit for the account of any Borrower (including for the benefit of a Guarantor); and (c) for the general corporate... Credit"), on any Business Day from the Closing Date through but not including the Termination Date in such form as may be approved from time to time... -
Page 113
... than ninety (90) days from the date of delivery (discounted in accordance with customary banking practice to present value to determine amount) in an amount equal at all times to one hundred five percent (105%) of the outstanding undrawn amount of all Letters of Credit, such cash or U.S. Treasury... -
Page 114
... on the last Business Day of each calendar quarter and on the Termination Date. (b) In connection with the issuance, transfer, extension, modification or other administration of any Letter of Credit, the Borrowers shall pay to the Issuing Lender upon request all customary costs and expenses of... -
Page 115
... on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined... -
Page 116
... to the shipment and warehousing of such goods or otherwise relating to or affecting such Letter of Credit, including without limitation governmental regulations pertaining to transactions involving designated foreign countries or their nationals, and to furnish such certificates in that respect as... -
Page 117
... Article XI hereof, the provisions of this Article III or Article XI hereof, as applicable, shall apply. Article XI alone shall govern with respect to Default and Events of Default in connection with any Letter of Credit. ARTICLE IV GENERAL LOAN PROVISIONS Section 4.1 Interest. (a) Interest Rate... -
Page 118
... LIBOR Rate Loan or Eurocurrency Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the next preceding Interest Period expires; (ii) if any Interest Period would otherwise expire on a day that is not a Business Day... -
Page 119
...the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent shall promptly notify the Lenders of such Notice of Conversion/Continuation. Section 4.3 Fees. (a) Administration Fee . On the Closing Date, the Borrowers shall pay the Administrative Agent... -
Page 120
...00 p.m.(Philadelphia time) shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro rata share of... -
Page 121
... Base Rate Loan for the remainder of the Interest Period applicable thereto. (c) Increased Costs . If, after the date hereof, the introduction of, or any change in, any Applicable Law, or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency... -
Page 122
...; or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan or Eurocurrency Loan on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender's sole discretion, based upon the assumption that... -
Page 123
...determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office of such Lender or such Lender's or the Issuing Lender's holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender... -
Page 124
... source against any amount due to the Administrative Agent under this paragraph (e). (f) Evidence of Payment . Within thirty (30) days after the date of any payment of Taxes pursuant to this Section 4.9 , the applicable Loan Party shall furnish to the Administrative Agent, at its address referred... -
Page 125
... to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty; (2) executed originals of IRS Form W-8ECI; (3) in the... -
Page 126
... (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together... -
Page 127
... on a date after such borrowing date, such Lender shall pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times (b) the daily average Federal Funds Rate during such period as... -
Page 128
... unit) to the account with such Lender in the principal financial center in the Participating Member State which the Borrowers shall have specified for such purpose. In this paragraph, "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating... -
Page 129
... Agent, as applicable, may from time to time specify to be necessary or appropriate to reflect the introduction of or change over to the euro in Participating Member States. (g) Exchange Indemnification and Increased Costs . The Borrowers shall, upon demand from Administrative Agent, pay to Lenders... -
Page 130
... satisfactory to the Administrative Agent. (ii) Financial Condition Certificate . The Borrowers shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer of Urban, that: (A) each... -
Page 131
...Agent may reasonably request. (iv) Tax Forms. Lenders shall have delivered to Administrative Agent any U.S. Internal Revenue Service tax forms required under Section 4.9 hereof. Section 5.3 Conditions to All Extensions of Credit . The obligation of the Administrative Agent and the Lenders to make... -
Page 132
... of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to any Borrower, any Subsidiary or any Guarantor, (ii) conflict with, result in a breach of or constitute a default under the articles or certificate of incorporation, bylaws... -
Page 133
...in the aggregate, have a Material Adverse Effect. (f) Tax Returns and Payments. Each Borrower, each Subsidiary and each Guarantor has duly filed or caused to be filed all federal, state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for... -
Page 134
... of the Code has not yet expired. Each Employee Benefit Plan that is (i) an individually designed plan, or (ii) a Multiemployer Plan and is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such... -
Page 135
... respect to any Employee Benefit Plan or any Multiemployer Plan; (iii) No Pension Plan has been terminated, nor has a Pension Plan failed to meet the "minimum funding standard" (as described in Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or... -
Page 136
..., their Subsidiaries and the Guarantors as at such dates, and the results of the operations and changes of financial position for the periods then ended. All such financial statements, including without limitation the related schedules and notes thereto, have been prepared in accordance with... -
Page 137
... or any Guarantor other than those listed on Schedule 6.1(f) , and Schedule 6.1(f) presents, in all material respects, an accurate listing of the Debt and Guaranty Obligations of each Borrower, each Subsidiary and each Guarantor as of the Closing Date. Each Borrower, each Subsidiary and each... -
Page 138
...of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a Responsible Officer of Urban to present fairly in all material respects the financial condition of Urban and its Consolidated... -
Page 139
...of the chief financial officer or the treasurer of Urban in the form of Exhibit E attached hereto (an "Officer's Compliance Certificate"). Section 7.3 Accountants' Certificate . At each time financial statements are delivered pursuant to Section 7.1(b) hereof, a certificate of the independent public... -
Page 140
... other information regarding the operations, business affairs and financial condition of any Borrower, any Subsidiary or any Guarantor as the Administrative Agent may reasonably request. Section 7.5 Notice of Litigation and Other Matters . Prompt (but in no event later than ten (10) Business Days... -
Page 141
... by similar businesses and as may be required by Applicable Law, and on the Closing Date and from time to time thereafter deliver to the Administrative Agent upon its request a detailed list of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of... -
Page 142
... at least $20,000,000 of equity is created or acquired after the Closing Date, give notice thereof to the Administrative Agent of such creation or acquisition and whether such Subsidiary shall be formed under a jurisdiction outside of the United States, and cause to be executed and delivered to the... -
Page 143
... under the laws of a jurisdiction within the United States to use Wells Fargo as its primary provider of trade/import letter of credit services and as its primary Cash Management Bank for services within the United States. ARTICLE IX FINANCIAL COVENANTS Until all of the Obligations have been paid... -
Page 144
...Debt; (d) Debt existing on the Closing Date and not otherwise permitted under this Section 10.1 hereof, as set forth on Schedule 6.1(t) hereto and the renewal and refinancing (but not the increase at the aggregate principal amount thereof) thereof; (e) purchase money Debt of the Borrowers and their... -
Page 145
... or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person except: (a) investments not otherwise permitted by this Section 10.4 in Subsidiaries existing on the Closing Date and the other existing... -
Page 146
... and (f) the making of loans and advances to employees in the ordinary course of business, which loans and advances: (i) shall not exceed $1,000,000 in the aggregate outstanding at any one time, (ii) shall not remain outstanding in excess of 366 days, and (iii) shall otherwise be in compliance with... -
Page 147
... or passage of time would have, a redemption or similar payment due. Section 10.8 Transactions with Affiliates . Directly or indirectly: (a) make any loan or advance to, or purchase or assume any note or other obligation to or from, any of its officers, directors, shareholders or other Affiliates... -
Page 148
...by operation of law or pursuant to any judgment or order of any court or any order, rule...Article IX or Article X of this Agreement. (e) Default in Performance of Other Covenants and Conditions...period of thirty (30) days after written notice thereof has been given to the Borrowers by the Administrative... -
Page 149
...or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they become due; (vi) make a general assignment for the benefit of creditors; or (vii) take any corporate action for the purpose of authorizing any of the foregoing. (k) Involuntary... -
Page 150
... to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, require the Borrowers at such time to deposit in a cash collateral account opened by the Issuing Lender an amount equal to the aggregate... -
Page 151
...misconduct of any agents or attorneys-in-fact selected by the Administrative Agent with reasonable care. Section 12.3 Exculpatory Provisions . Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates shall be (a) liable for... -
Page 152
... or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrowers which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or... -
Page 153
... losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent's bad ...this Article and Section 13.2 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective related ... -
Page 154
... the Borrowers: Urban Outfitters, Inc. 5000 South Broad Street Philadelphia, PA 19112-1495 Attention: President Telephone No.: 215.454.5500 Telecopy No.: 215.454.4600 With copies to: Urban Outfitters, Inc. 5000 South Broad Street Philadelphia, PA 19112-1495 Attention: General Counsel Telephone No... -
Page 155
... and (c) defend, indemnify and hold harmless the Administrative Agent and any Lender and its parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such Person... -
Page 156
... any immunity from jurisdiction of the state or federal courts located in Philadelphia County, Pennsylvania or from any legal process out of any such court (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself... -
Page 157
... direction by the Administrative Agent to the contrary agreed to by the Borrowers, be performed in accordance with GAAP as in effect on the Closing Date. In the event that changes in GAAP shall be mandated by the Financial Accounting Standards Board, or any similar accounting body of comparable... -
Page 158
...Agreement to the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a new Note or Notes payable to the order of such Eligible Assignee in an amount... -
Page 159
... confidentiality of any confidential information relating to any Borrower, any Subsidiary or any Guarantor received from such Lender. Section 13.12 Patriot Act Notice . To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain... -
Page 160
... and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before. Section 13.17 Counterparts . This Agreement may be executed in any number of counterparts, by facsimile and by different parties hereto in separate counterparts, each of which... -
Page 161
...Administrative Agent dated March 30, 2001. Section 13.21 Termination. This Agreement shall remain in effect from the Closing Date through and including the date... in the Register that are applicable to such Lender) at any reasonable time and from time to time upon reasonable prior notice. Section... -
Page 162
such currency designated by the Administrative Agent) determined, in each case, as of the day immediately preceding the day on which the judgment is given (such business day being hereinafter referred to as the "Judgment Currency Conversion Date"). (b) If there is a change in the rate of exchange ... -
Page 163
...: Chief Financial Officer [CORPORATE SEAL] URBAN OUTFITTERS WHOLESALE, INC. By: /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer [CORPORATE SEAL] HK SOURCING LIMITED By: /s/ Francis John Conforti Name: Francis John Conforti Title: Director [CORPORATE SEAL] URBN UK LIMITED... -
Page 164
Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as a Lender, Issuing Lender and as Administrative Agent By: /s/ Stephen T. Dorosh Name: Stephen T. Dorosh Title: Senior Vice President -
Page 165
Schedule 1 Subsidiaries that are Borrowers UO Fenwick, Inc. - a Delaware Corporation URBN UK Limited - a company formed under the laws of England and Wales HK Sourcing Limited - a limited liability company incorporated in Hong Kong Urban Outfitters Wholesale, Inc. - a Pennsylvania Corporation -
Page 166
Schedule 2 Lenders and Commitments Lender Commitment Wells Fargo Bank, National Association 123 South Broad Street, 14 th Floor (PA1202) Philadelphia, PA 19109 Attention: Stephen T. Dorosh, Senior Vice President $ 175,000,000 Telephone No.: (215) 670-6577 Telecopy No.: (215) 670-6543 -
Page 167
Schedule 3 Guarantors Anthropologie, Inc. - a Pennsylvania Corporation Free People of PA LLC - a Pennsylvania Limited Liability Company U.O. Real Estate LLC - a Pennsylvania Limited Liability Company UO US LLC - a Delaware Limited Liability Company Urban Outfitters West LLC - a California ... -
Page 168
..., WI Free People of PA LLC Organized in: Pennsylvania Qualifications: AL, AZ, CA, CO, CT, FL, GA, ID, IL, IN, LA, MA, MD, MI, MN, MO, MS, NC, NC, NJ, NV, NY, OH, OR, TN, TX, UT, VA, WA Urban Outfitters West LLC Organized in: California Qualifications: PA Urban Outfitters Wholesale, Inc. Organized... -
Page 169
... and Qualification (continued) UO US LLC Organized in: Delaware Qualifications: none HK Sourcing Limited Organized in: Delaware Qualifications: none URBN UK Limited Organized in: England and Wales Qualifications: none U.O. Real Estate LLC Organized in: Pennsylvania Qualifications: none -
Page 170
... per Share Corporation Wholly Owned by Number of Shares Urban Outfitters, Inc. Anthropologie, Inc. Urban Outfitters Wholesale, Inc. URBN UK Limited UO Fenwick, Inc. URBN Holding, Inc. HK Sourcing Limited UO Bermuda Limited URBN Bermuda Holding Ltd Limited Liability Company n/a Urban Outfitters... -
Page 171
Schedule 6.1 (i) ERISA Plans Plan Plan Number Urban Outfitters, Inc. Welfare Benefit Plan 501 Urban Outfitters Inc. 401(K) Savings Plan Urban Outfitters, Inc. Nonqualified Deferred Compensation Plan -
Page 172
Schedule 6.1 (l) Material Contracts Contract Value Contract dated October 1, 2013 Between Urban Outfitters, Inc. and Center Vanderland Industries, Inc. (Wholesale Material Handling System - Distribution Center) $ 24,700,000.00 -
Page 173
Schedule 6.1 (m) Labor and Collective Bargaining Agreements None. -
Page 174
Schedule 6.1 (t) Debt and Guaranty Obligations None. -
Page 175
Schedule 6.1 (u) Litigation None. -
Page 176
Schedule 10.3 Existing Liens None. -
Page 177
Schedule 10.4 (a) Existing Loans, Advances and Investments None. -
Page 178
Schedule 10.4 (b) Investment Policies and Guidelines UO FENWICK, INC. Investment Guidelines Effective: July 1, 2013 -
Page 179
...following Urban Outfitters personnel individually are designated and each has the authority to initiate and direct investment transactions for UO Fenwick, Inc. (the "Client"), which conform to the parameters of this policy (the "Policy") : Chief Financial Officer Global Controller Treasury Director... -
Page 180
... collateralize 100% of the purchase price of the bond Money market funds with assets of greater than $1 Billion Must provide for same day settlement Must seek to maintain $1.00 Net Asset Value Must be SEC registered and 2a-7 eligible Taxable and tax-exempt municipal bonds rated A3/A- (or the... -
Page 181
...) at the time of purchase, as rated by any two NRSROs, such as S&P, Moody's, or Fitch. For split rated securities, the lowest rating shall prevail. Pre-refunded municipal securities, escrowed in government securities that have not been re-rated are exempt from the minimum ratings stated above... -
Page 182
...size outstanding at the time of purchase. Net realized loss limit of 0.01% of portfolio fair market value per quarter. Once the limit is reached all proposed trades in excess of this limit must be approved by Client prior to execution. Portfolio fair market value will be the fair market value of the... -
Page 183
... period of time, no longer than 3 business days in writing and take remedial action based on discussions with Client. Any trade or transaction which is not in compliance with this Policy at time of purchase must be reversed by the manager. The investment manager will be responsible to return... -
Page 184
... at least an annual basis, provide Client with a copy of the then current SAS 70 Reports for Bank of America Advisors, LLC, and the custody operations business unit of Bank of America, N.A. (including the report of the independent auditors or accountants). The investment manager will promptly notify... -
Page 185
... Statement To: UO Fenwick, Inc. Date (Input Current Date) We (Input your Investment Firm Name) , certify that during the fiscal quarter of (Input Period Covered), we have been in compliance with the UO Fenwick, Inc. Investment Policy. (If there were exceptions during the quarter please list... -
Page 186
... listed on Schedule 1 to the Credit Agreement referred to below (Urban and each such Subsidiary, each a "Borrower" and collectively, the "Borrowers"), jointly and severally, promise to pay to Wells Fargo Bank, National Association (the "Lender") and its assigns, at the office of the Administrative... -
Page 187
.../or restated from time to time prior to the date hereof, the "Original Note" and together with the Existing Note, the 2010 Note, the 2009 Note, the 2007 Note, the May 2007 Note, the 2005 Note, the Amended and Restated Note and the Prior Note, the "Existing Notes"). The execution and delivery of this... -
Page 188
[remainder of the page left intentionally blank] -3- -
Page 189
... SEAL] UO FENWICK, INC., as a Borrower By: Name: Title: [CORPORATE SEAL] URBAN OUTFITTERS WHOLESALE, INC. as a Borrower By: Name: Title: [CORPORATE SEAL] HK SOURCING LIMITED as a Borrower By: Name: Title: [CORPORATE SEAL] URBN UK LIMITED as a Borrower By: Name: Title: [Seventh Amended and... -
Page 190
...Restated Credit Agreement dated March 27, 2014 (as may be amended, restated or otherwise modified from time to time, the "Credit Agreement"), by and among URBAN OUTFITTERS, INC., a corporation organized under the laws of Pennsylvania ("Urban"), and each Subsidiary of Urban set forth on Schedule 1 to... -
Page 191
... All of the conditions applicable to the Loan[s] requested herein as set forth in the Credit Agreement have been satisfied on the date hereof and will remain satisfied to the date[ s] of such Loan[s]. 6. The representations and warranties contained in Article VI of the Credit Agreement are true and... -
Page 192
IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing on behalf of the Borrowers this day of , 20 . URBAN OUTFITTERS, INC., for itself as a Borrower and for each other Borrower By: Name: Title: -
Page 193
...Restated Credit Agreement dated March 27, 2014 (as may be amended, restated or otherwise modified from time to time, the "Credit Agreement"), by and among URBAN OUTFITTERS, INC., a corporation organized under the laws of Pennsylvania ("Urban"), and each Subsidiary of Urban set forth on Schedule 1 to... -
Page 194
IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation this day of , 20 . URBAN OUTFITTERS, INC., for itself as a Borrower and for each other Borrower By: Name: Title: -
Page 195
...Restated Credit Agreement dated March 27, 2014 (as may be amended, restated or otherwise modified from time to time, the "Credit Agreement"), by and among URBAN OUTFITTERS, INC., a corporation organized under the laws of Pennsylvania ("Urban"), and each Subsidiary of Urban set forth on Schedule 1 to... -
Page 196
... to be converted is $ The requested effective date of the conversion of such Loan is ... (iii) (iv) (d) The requested Interest Period applicable to the converted Loan is Converting all or part of a LIBOR Rate Loan into a Daily One Month LIBOR Rate Loan. (i) The aggregate outstanding principal... -
Page 197
...herein as set forth in the Credit Agreement have been satisfied or waived as of the date hereof and will remain satisfied or waived to the date of conversion or continuation of such Loan[s]. 4. The representations and warranties contained in Article VI of the Credit Agreement are true and correct on... -
Page 198
IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/Continuation this day of , 20 . URBAN OUTFITTERS, INC., for itself as a Borrower and for each other Borrower By: Name: Title: -
Page 199
... ended and such statements fairly present in all material respects the financial condition of Urban and its Consolidated Subsidiaries as of the dates indicated and the results of their operations and cash flows for the period[s] indicated. 3. I have reviewed the terms of the Credit Agreement and the... -
Page 200
IN WITNESS WHEREOF, the undersigned has executed this Officer's Compliance Certificate as of the day of , 20 . URBAN OUTFITTERS, INC., for itself as a Borrower and for each other Borrower By: Name: Title: [Chief Financial Officer] [Treasurer] -
Page 201
Schedule 1 to Officer's Compliance Certificate I. Fixed Charge Coverage Ratio (Section 9.1 of the Credit Agreement) A. (i) (ii) (iii) (iv) EBITDAR for the most recently ended Rolling Period: (v) (vi) net income Interest Expense (to the extent deducted in determining net income) taxes (to the ... -
Page 202
...Debt for the most recently ended Rolling Period (i) (ii) (a) (b) (c) (d) (e) Rents Funded Debt-principal amount of all Debt for: borrowed money (including the face amount of Letters of Credit, whether or not drawn) installment purchases of real or personal property principal portion of obligations... -
Page 203
...Restated Credit Agreement dated March 27, 2014 (as may be amended, restated or otherwise modified from time to time, the "Credit Agreement"), by and among URBAN OUTFITTERS, INC., a corporation organized under the laws of Pennsylvania ("Urban"), and each Subsidiary of Urban set forth on Schedule 1 to... -
Page 204
...All of the conditions applicable to the Loans outstanding and L/C Obligations as of the date hereof as set forth in the Credit Agreement have been satisfied on the date hereof and will remain satisfied through the Termination Date. 6. The representations and warranties contained in Article VI of the... -
Page 205
IN WITNESS WHEREOF, the undersigned has executed this Officer's Compliance Certificate as of the day of , 20 . URBAN OUTFITTERS, INC., for itself as a Borrower and for each other Borrower By: Name: Title: -
Page 206
...Agreement dated as of March 27, 2014, as amended, restated or otherwise modified (the "Credit Agreement") by and among URBAN OUTFITTERS, INC., a corporation organized under the laws of Pennsylvania ("Urban") and each such Subsidiary of Urban set forth on Schedule 1 to the Credit Agreement (Urban and... -
Page 207
... the Administrative Agent the two forms required by Section 4.9(f) of the Credit Agreement (if required and not previously delivered). 4. The effective date for this Assignment and Acceptance shall be as set forth in Section 1 of Schedule 1 hereto (the "Effective Date"). Following the execution of... -
Page 208
... as of the day of , 20 . ASSIGNOR: By: Title: ASSIGNEE: By: Title: Acknowledged and Consented to on behalf of the Borrower: 1 [INSERT NAME OF BORROWER] By: Title: Consented to and Accepted by: WELLS FARGO BANK, N.A. as Administrative Agent By: Title: 1 If applicable pursuant to Section... -
Page 209
Schedule 1 to Assignment and Acceptance 1. Effective Date , 20 2. Assignor's Interest Prior to Assignment (a) Commitment Percentage (b) ...Loans Assignee's Extensions of Credit After Effective Date (a) Total outstanding balance of Assignee's Loans (line 2(b) times line 3) (b) Total outstanding... -
Page 210
... in accordance with its cash ratio requirements; is the interest rate applicable to such Alternate Currency Advance; is the percentage of eligible liabilities which the Bank of England requires such Lender to maintain as secured money with members of the London Discount Market Association and/or as... -
Page 211
..."), dated March 27, 2014, by certain affiliates of Urban Outfitters, Inc. ("Urban"), in favor of Wells Fargo Bank, N.A. (successor by merger to Wachovia Bank, National Association), as administrative agent for the benefit of the lenders under the Credit Agreement (defined below), executed and... -
Page 212
... Credit Agreement dated as of March 27, 2014 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Urban Outfitters, Inc., a Pennsylvania corporation, the Subsidiaries identified as Borrowers on Schedule 1 thereto, and each Lender from time to time... -
Page 213
... Credit Agreement dated as of March 27, 2014 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Urban Outfitters, Inc., a Pennsylvania corporation, the Subsidiaries identified as Borrowers on Schedule 1 thereto, and each Lender from time to time... -
Page 214
... Credit Agreement dated as of March 27, 2014 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Urban Outfitters, Inc., a Pennsylvania corporation, the Subsidiaries identified as Borrowers on Schedule 1 thereto, and each Lender from time to time... -
Page 215
... Credit Agreement dated as of March 27, 2014 (as amended, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Urban Outfitters, Inc., a Pennsylvania corporation, the Subsidiaries identified as Borrowers on Schedule 1 thereto, and each Lender from time to time... -
Page 216
... listed on Schedule 1 to the Credit Agreement referred to below (Urban and each such Subsidiary, each a "Borrower" and collectively, the "Borrowers"), jointly and severally, promise to pay to Wells Fargo Bank, National Association (the "Lender") and its assigns, at the office of the Administrative... -
Page 217
.../or restated from time to time prior to the date hereof, the "Original Note" and together with the Existing Note, the 2010 Note, the 2009 Note, the 2007 Note, the May 2007 Note, the 2005 Note, the Amended and Restated Note and the Prior Note, the "Existing Notes"). The execution and delivery of this... -
Page 218
... [CORPORATE SEAL] URBAN OUTFITTERS WHOLESALE, INC. as a Borrower By: /s/ Frank Conforti Name: Frank Conforti Title: Chief Financial Officer [CORPORATE SEAL] HK SOURCING LIMITED as a Borrower By: /s/ Francis John Conforti Francis John Conforti Name: Director Title: [CORPORATE SEAL] URBN UK... -
Page 219
...Pennsylvania corporation (as of February 1, 2014) Subsidiary Jurisdiction of Organization Anthropologie, Inc. Urban Outfitters Wholesale, Inc. Urban Outfitters UK Limited Urban Outfitters West LLC UO Fenwick, Inc. Urban Outfitters Ireland Limited Free People of PA LLC U.O. Real Estate LLC U.O. Real... -
Page 220
...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, 2014. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania... -
Page 221
... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer and... -
Page 222
... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer and... -
Page 223
... 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, 2014 By: CsC RICHARD A. H AYNE Richard A. Hayne (Principal Executive Officer) -
Page 224
... 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, 2014 By: /s/ FRANCIS J. CONFORTI Francis J. Conforti (Chief Financial Officer) -
Page 225