Overview

We operate under three reportable segments - Retail, Wholesale and Subscription. Our Retail segment consists of our Anthropologie, Bhldn, Free People, FP Movement, Terrain, Urban Outfitters and Menus & Venues brands. Our Retail segment consumer products and services are sold directly to our customers through our stores, websites, mobile applications, catalogs and customer contact centers and franchised or third-party operated stores and digital businesses. The Wholesale segment consists of our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets apparel, intimates and activewear. Our Subscription segment consists of the Nuuly brand, which is a monthly women's apparel subscription rental service that launched on July 30, 2019.

Our fiscal year ends on January 31. All references to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, our fiscal year 2021 ended on January 31, 2021.

Impact of the Coronavirus Pandemic

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus ("COVID-19") a global pandemic and recommended containment and mitigation measures worldwide, causing public health officials to recommend precautions to mitigate the spread of the virus, including warning against congregating in heavily populated areas, such as malls and shopping centers. On March 14, 2020, the Company announced that it temporarily closed all stores globally; however, the Company continued to fulfill digital orders from its stores where permitted by local authorities. The Company's distribution and fulfillment centers remained open to support the digital business and the Wholesale segment operations but have done so with additional safety procedures and enhanced cleaning to protect the health of employees. The Company closed its offices and showrooms globally with the exception of location dependent employees. All other corporate and showroom employees are working remotely. The COVID-19 pandemic continues to materially impact the Company's operations in the United States and globally, and related government and private sector responsive actions have and will continue to affect its business operations. Because it is impossible to predict the effect and ultimate impact of the COVID-19 pandemic, current financial information may not be necessarily indicative of future operating results and the Company's plans as described below may change.

In response to the COVID-19 pandemic, the Company has taken many additional measures to protect its financial position and increase financial flexibility during this challenging time period. Those included:



      •  Furloughing a substantial number of store, wholesale and home office
         associates through July 31, 2020, with some furloughs resulting in
         layoffs as of the same date,


      •  Limiting all new hiring commensurate with the operational needs of the
         Company,


      •  Temporarily suspending and since reinstating at a reduced value, all
         performance bonuses for fiscal 2021 and delaying merit increases for five
         months until September 2020,


      •  Borrowing $220.0 million under its Amended Credit Facility (as defined
         herein) to further protect its cash reserves, and subsequently repaying
         $100.0 million on June 17, 2020 and $120.0 million on September 16, 2020
         (see Note 8, "Debt," of the Notes to our Consolidated Financial
         Statements included in this Annual Report on Form 10-K for additional
         information),


      •  Reducing fiscal 2021 capital budget by over $100 million from
         approximately $260 million to approximately $160 million by delaying or
         cancelling projects,


      •  Adjusting inventory levels by cancelling or delaying many orders, asking
         for price concessions on those remaining and maintaining tighter
         management of inventory overall as stores reopened,


      •  Reducing all discretionary expenses, including creative and travel, among
         others,


      •  Extending payment terms for both merchandise and non-merchandise vendor
         invoices by 30 days,


  • Reducing certain occupancy and occupancy related expenses,


      •  Reducing investments in two Company growth initiatives: Nuuly and
         expansion into China,


  • Temporarily reducing senior leadership compensation through September 2020,


      •  Temporarily suspending Board of Directors' cash compensation, which has
         since been reinstated, and


      •  Temporarily suspended share repurchases during fiscal 2021 (see Note 12,
         "Shareholders' Equity," of the Notes to our Consolidated Financial
         Statements included in this Annual Report on Form 10-K for additional
         information).

As a result of the COVID-19 pandemic, during fiscal 2021, the Company recorded certain additional reserves and non-cash charges. The Company assessed the value of its inventory in the Retail and Wholesale segments and recorded an increase in inventory obsolescence reserves during the first quarter of fiscal 2021, and as a result of disciplined inventory control and better than planned product performance, during the remainder of fiscal 2021, the Company decreased a portion of its inventory obsolescence reserves. During the first quarter of fiscal 2021, the Company recorded an increase in allowance for doubtful accounts for Wholesale segment customer accounts receivables as a result of the significant disruption and uncertainty in the wholesale macro environment, and during the remainder of fiscal 2021, the Company reduced the allowance for doubtful accounts due to the collection of certain outstanding accounts receivables. Finally, during fiscal 2021, the Company determined that certain long-lived assets at the Company's retail



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locations were unable to recover their carrying value primarily due to the impact of the mandated store closures as a result of the COVID-19 pandemic and lower store productivity once opened. These assets were written down to their fair value resulting in impairment charges of $15.5 million across 42 retail locations.

As a result of the COVID-19 pandemic, governments in the United States, United Kingdom ("U.K."), Canada and various other jurisdictions implemented programs to encourage companies to retain and pay employees that are unable to work or are limited in the work that they can perform in light of closures or a significant decline in sales. The Company qualified for certain of these programs, which partially offset related expenses. The Company continued to pay all employees through at least April 1, 2020. On March 31, 2020, the Company announced it furloughed a substantial number of store, wholesale and home office employees beginning April 1, 2020. The furlough period continued through July 31, 2020, with some furloughs resulting in layoffs as of the same date. Furloughed employees continued to receive enrolled benefits during the furlough period. The Company recorded the cumulative benefit of the programs implemented by the United States and Canada in selling, general and administrative expenses during fiscal 2021. Benefits related to the programs implemented by the U.K. and other European countries were recorded as an offset to store occupancy expenses in cost of sales during fiscal 2021.

Beginning April 25, 2020, the Company started to reopen stores in select states and countries in accordance with local government guidelines. As of July 31, 2020, substantially all of the Company's stores had reopened. However, during the fourth quarter of fiscal 2021 and into the first quarter of fiscal 2022, our store operations have been impacted by temporary store closures, primarily in Europe, and reduced customer traffic in reopened store locations globally due in part to local government guidelines that have imposed certain operating restrictions, including capacity limits. The Company cannot reasonably estimate the duration and severity of the COVID-19 pandemic, which has had and may continue to have a material impact on our business.

As we have reopened stores, we have followed newly established health protocols, provided personal protective equipment to our employees, and implemented social distancing working practices. Additionally, we have implemented occupancy limits, reduced operating hours, and instituted new cleaning regimens, including enhanced cleaning of high-touch surfaces throughout the day and making hand sanitizer available to our customers and employees. As a result, the Company has incurred incremental costs for personal protective equipment and additional payroll and other costs associated with implementing these health protocols in our stores, distribution and fulfillment centers, and corporate offices. The Company has not changed its remote work arrangements for its corporate employees.

Retail Segment

Our Retail segment omni-channel strategy enhances our customers' brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment shopping channels are fully integrated, including stores, websites, mobile applications, catalogs and customer contact centers. Our investments in areas such as marketing campaigns and technology advancements are designed to generate demand for the Retail segment omni-channel and not the separate store or digital channels. We manage and analyze our performance based on a single Retail segment omni-channel rather than separate channels and believe that the Retail segment omni-channel results present the most meaningful and appropriate measure of our performance.

Our comparable Retail segment net sales data is equal to the sum of our comparable store and comparable digital channel net sales. A store is considered to be comparable if it has been open at least 12 full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year due to store specific closures from events such as damage from fire, flood and natural weather events. The Company did not remove stores that were closed due to the COVID-19 pandemic from the comparable stores net sales calculations. A digital channel is considered to be comparable if it has been operational for at least 12 full months. Sales from stores and digital channels that do not fall within the definition of comparable store or channel are considered to be non-comparable. Franchise net sales and the effects of foreign currency translation are also considered non-comparable.

We monitor Retail segment metrics including customer traffic, conversion rates, average units per transaction at our stores and on our websites and mobile applications and average unit selling price at our stores and average order value on our websites and mobile applications. We believe that changes in any of these metrics may be caused by a response to our brands' fashion offerings, our marketing campaigns, circulation of our catalogs and an overall growth in brand recognition.

Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, websites and mobile applications and a product offering that includes women's and men's fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty. A large portion of our merchandise is exclusive to Urban Outfitters, consisting of an assortment of products designed internally and designed in collaboration with third-party brands. Urban Outfitters stores are in street locations in large metropolitan areas and select university communities, specialty centers and enclosed malls that accommodate our customers' propensity not only to shop, but also to congregate with their peers. Urban Outfitters operates websites and mobile applications in North America and Europe that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores, sells merchandise through a franchisee-owned store in the United Arab Emirates, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally. Urban Outfitters' North American and European Retail segment net sales accounted for approximately 31.3% and 8.2% of consolidated net sales, respectively, for fiscal 2021,



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compared to 29.5% and 7.9%, respectively, for fiscal 2020. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2021 and fiscal 2020.

The Anthropologie Group consists of the Anthropologie, Bhldn and Terrain brands. Merchandise at the Anthropologie brand is tailored to sophisticated and contemporary women aged 28 to 45. The product assortment includes women's casual apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness. The Bhldn brand emphasizes every element that contributes to a wedding. The Bhldn brand offers a curated collection of heirloom quality wedding gowns, bridesmaid frocks, party dresses, assorted jewelry, headpieces, footwear, lingerie and decorations. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience. Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. In addition to individual brand stores, the Anthropologie Group operates expanded format stores that include multiple Anthropologie Group brands, which allows for the presentation of an expanded assortment of products in certain categories. Anthropologie Group stores are located in specialty centers, upscale street locations and enclosed malls. The Anthropologie Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, offers a catalog in North America that markets select merchandise, most of which is also available in Anthropologie brand stores, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally. The Anthropologie Group's North American and European Retail segment net sales accounted for approximately 36.5% and 1.7% of consolidated net sales, respectively, for fiscal 2021, compared to 39.2% and 1.7%, respectively, for fiscal 2020. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2021 and fiscal 2020.

The Free People Group consists of the Free People and FP Movement brands. The Free People brand focuses its product offering on private label merchandise targeted to young contemporary women aged 25 to 30 and provides a unique merchandise mix of casual women's apparel, intimates, FP Movement activewear, shoes, accessories, home products, gifts and beauty and wellness. The FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials. Free People Group stores are located in enclosed malls, upscale street locations and specialty centers. We opened two FP Movement stores during fiscal 2021 and expect to open additional stores in fiscal 2022 and thereafter to further capitalize on the growth opportunity and unique position that FP Movement has in the fitness and wellness space. The Free People Group operates websites and mobile applications in North America, Europe and Asia that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores, as well as substantially all of the Free People and FP Movement wholesale offerings. The Free People Group also offers catalogs that market select merchandise, most of which is also available in our Free People and FP Movement stores, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally. The Free People Group's North American Retail segment net sales accounted for approximately 14.6% of consolidated net sales for fiscal 2021, compared to approximately 12.5% for fiscal 2020. European and Asian Retail segment net sales each accounted for less than 1.0% of consolidated net sales for fiscal 2021 and fiscal 2020.

The Menus & Venues brand focuses on a dining experience that provides excellence in food, beverage and service. The Menus & Venues brand net sales accounted for less than 1.0% of consolidated net sales for fiscal 2021 and fiscal 2020.

Net sales from the Retail segment accounted for approximately 93.6%, 91.6% and 91.2% of total consolidated net sales for fiscal 2021, 2020 and 2019, respectively.



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Store data for fiscal 2021 was as follows:



                                    January 31,      Stores       Stores       January 31,
                                       2020          Opened       Closed          2021
Urban Outfitters
United States                                177           5           (8 )             174
Canada                                        17           -            -                17
Europe                                        54           2            -                56
Urban Outfitters Global Total                248           7           (8 )             247
Anthropologie Group
United States                                200           5           (1 )             204
Canada                                        11           -            -                11
Europe                                        20           2            -                22
Anthropologie Group Global Total             231           7           (1 )             237
Free People Group
United States                                134           5           (1 )             138
Canada                                         6           -            -                 6
Europe                                         4           1            -                 5
Free People Group Global Total               144           6           (1 )             149
Menus & Venues
United States                                 11           -            -                11
Menus & Venues Total                          11           -            -                11
Total Company-Owned Stores                   634          20          (10 )             644
Franchisee-Owned Stores (1)                    7           -           (6 )               1
Total URBN                                   641          20          (16 )             645


    (1) Franchisee-owned stores in fiscal 2021 were located in Israel and the
        United Arab Emirates. The Company had agreed with its Israeli franchise
        partner to end franchise store operations in Israel. The Company closed
        four Urban Outfitters franchisee-owned stores, one Anthropologie Group
        franchisee-owned store and one Free People franchisee-owned store in
        fiscal 2021. The Company does not plan to close the franchisee-owned store
        in the United Arab Emirates.

Selling square footage by brand as of January 31, 2021 and January 31, 2020 was as follows:



                                          January 31,       January 31,
                                             2021              2020          Change
Selling square footage (in thousands):
Urban Outfitters                                 2,195             2,218        -1.0 %
Anthropologie Group                              1,815             1,776         2.2 %
Free People Group                                  331               325         1.8 %
Total URBN (1)                                   4,341             4,319         0.5 %


    (1) Menus & Venues restaurants and franchisee-owned stores are not included in
        selling square footage.




































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We plan for future store growth for all three brands to come from expansion domestically and internationally, which may include opening stores (including standalone FP Movement stores) in new and existing markets or entering into additional franchise or joint venture agreements. We plan for future digital channel growth to come from expansion domestically and internationally.

Projected openings and closings for fiscal 2022 are as follows:




                              January 31,      Projected       Projected       January 31,
                                 2021           Openings       Closings           2022
Urban Outfitters                       247             17             (10 )             254
Anthropologie Group                    237             12              (9 )             240
Free People Group (1)                  149             25              (2 )             172
Menus & Venues                          11              1               -                12
Total Company-Owned Stores             644             55             (21 )             678
Franchisee-Owned Stores                  1              3               -                 4
Total URBN                             645             58             (21 )             682

(1) Includes 16 FP Movement stores.

Wholesale Segment

Our Wholesale segment consists of the Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, third-party digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets young women's contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People brand and the BDG and other own brand apparel collections under the Urban Outfitters brand. The Anthropologie brand exited the wholesale business in the third quarter of fiscal 2021. Net sales from the Wholesale segment accounted for approximately 5.7%, 8.2% and 8.8% of total consolidated net sales for fiscal 2021, 2020 and 2019, respectively.

Subscription Segment

Our Subscription segment consists of the Nuuly brand, which is a monthly women's apparel subscription rental service that launched on July 30, 2019. For a monthly fee, Nuuly subscribers can select rental product from a wide selection of the Company's own brands, third-party labels and one-of-a-kind vintage pieces via a custom-built, digital platform. Subscribers select their products each month, wear them as often as they like and then swap into new products the following month. Subscribers are also able to purchase the rented product. Net sales from the Subscription segment accounted for less than 1.0% of consolidated net sales for fiscal 2021 and fiscal 2020.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses during the reporting period.

Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our Board of Directors. Our significant accounting policies are described in Note 2, "Summary of Significant Accounting Policies," in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K. We believe that the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. Other than the impact of the COVID-19 pandemic on our inventory obsolescence reserves in the Retail and Wholesale segments, the allowance for doubtful accounts on our Wholesale segment accounts receivable and the obsolescence reserves on our Subscription segment rental product, we are not currently aware of any reasonably likely events or circumstances that would cause our actual results to be materially different from our estimates.

Revenue Recognition

Merchandise: Merchandise is sold through retail stores, catalogs and the digital sales channel, as well as to wholesale customers, franchise partners and subscription customers. Revenue is recognized when control of the promised goods is transferred to the customer. We have elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Accordingly, we will recognize merchandise revenue for the Retail segment for our single performance obligation at the point of sale or at the time of shipment, which is when transfer of control to the customer occurs. A Subscription segment customer may purchase merchandise in her possession that was included in the order that was delivered as part of the monthly subscription rental service. We recognize merchandise revenue for the Subscription segment for our single performance obligation when the customer purchases the merchandise



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through the website or mobile application. Revenue does not include taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities. Revenue is recognized net of estimated customer returns. Retail segment return policies vary by brand, but generally provide for no time limit on returns and the refund to be issued in either the form of original payment or as a gift card. Payment for merchandise is tendered primarily by cash, check, credit card, debit card, gift card or alternative payment methods. Uncollectible accounts receivable primarily results from unauthorized credit card transactions. We maintain an allowance for doubtful accounts for our Wholesale segment accounts receivable, which we review on a regular basis and believe is sufficient to cover potential credit losses and billing adjustments. Payment terms in our Wholesale segment vary by customer with the most common being a net 30-day policy.

Menus & Venues: Revenue from restaurant sales and events is recognized upon completion of the service when we satisfy our single performance obligation. Customer deposits may be received in advance for events, which represents a contract liability until we satisfy our performance obligation.

Subscription Fees: Revenue for the Subscription segment is generated through monthly subscription fees and the purchase of merchandise in a customer's possession. The monthly subscription rental fee is recognized as revenue on the date the customer is billed. A customer may pause the monthly subscription, at which point the customer will not be billed for future months until the subscription is no longer on hold. Merchandise sales to Subscription segment customers are discussed above under Merchandise.

Gift Cards: We account for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. At the time of issuance, we have an open performance obligation for the future delivery of promised goods or services. The liability remains outstanding until the card is redeemed by the customer, at which time we recognize revenue. Over time, a portion of the outstanding gift cards will not be redeemed by the customer which we refer to as "breakage". Revenue is recognized from breakage over time in proportion to gift card redemptions. Judgment is used in determining the amount of breakage revenue to be recognized and is based on historical gift card redemption patterns. Gift card breakage revenue is included in net sales and is not material. Our gift cards do not expire.

Sales Return Reserve

We record a reserve for estimated product returns where the sale has occurred during the period reported, but the return is likely to occur subsequent to the period reported. The reserve for estimated product returns is based on our most recent historical return trends. If the actual return rate is materially different than our estimate, sales returns would be adjusted in the future. The costs of returns are recorded as a current asset rather than net with the sales return reserve liability. As of January 31, 2021 and 2020, reserves for estimated sales returns totaled $82.0 million and $51.4 million, representing 4.0% and 2.8% of total liabilities, respectively.

Inventory

We value our inventory, which consists primarily of general consumer merchandise held for sale, at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method and includes the cost of merchandise and import-related costs, including freight, import duties and taxes and agent commissions. A periodic review of inventory is performed in order to determine if inventory is properly stated at the lower of cost or net realizable value. Factors we consider in our review, 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 analyzed to determine estimated net realizable value. Criteria that we consider in our review of aging trends include average selling cycle and seasonality of merchandise, the historical rate at which merchandise has sold below cost during the prior 12 months and the value and nature of merchandise currently held in inventory and priced below original cost. A provision is recorded to reduce the cost of inventory to its estimated net realizable value, if appropriate. Any significant unanticipated changes in the factors noted above could have a significant impact on the value of our inventory and our reported operating results. Our estimates generally have been accurate, and our reserve methods have been applied on a consistent basis. We expect the amount of our provision and related inventory to increase over time as we increase our sales. The majority of inventory at January 31, 2021 and 2020 consisted of finished goods. Raw materials and work-in-process were not material to the overall inventory value. Inventory as of January 31, 2021 and 2020 totaled $389.6 million and $409.5 million, representing 11.0% and 12.4% of total assets, respectively.

Rental Product

The cost of our Subscription segment rental product is amortized to cost of sales based on the cost of each unit rented, which is estimated based on the number of times the unit is expected to be rented and the cost of the rental product. Lost, damaged and retired rental product is also charged to cost of sales. We make assumptions as to the number of times each unit can be rented. If the actual number of times a unit can be rented were to vary significantly from our estimates, it could materially affect the amount of rental product amortization included in cost of sales. Rental product represented less than 1.0% of total assets as of January 31, 2021 and January 31, 2020.



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Impairment of Long-lived Assets

We review the carrying values of our definite-lived, long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Events that result in an impairment review include plans to close a retail location, distribution or fulfillment center, a significant decrease in the operating results of a long-lived asset or significant adverse changes in the business climate. Our retail locations are reviewed for impairment at the retail location level, which is the lowest level at which individual cash flows can be identified. Newly opened retail locations may take time to generate positive operating and cash flow results. Factors such as store type (e.g., mall versus free-standing), 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 retail location to achieve positive financial results. When events indicate that an asset may be impaired and the estimated undiscounted cash flows are less than the carrying amount of the asset, the impaired asset is adjusted to its estimated fair value and an impairment loss is recorded. The estimated fair value of the asset or asset group is based on future cash flows of the asset or asset group. For lease right-of-use assets, the Company determines the estimated fair value of the assets by comparing the discounted contractual rent payments to estimated market rent using an acceptable valuation methodology. During fiscal 2021, we recorded impairment charges for 42 retail locations, totaling $15.5 million, with a carrying value after impairment of $101.8 million primarily related to the right-of-use assets. During fiscal 2020, we recorded impairment charges for eight retail locations, totaling $14.6 million, with a carrying value after impairment of $51.9 million primarily related to the right-of-use assets. During fiscal 2019, we recorded impairment charges for four retail locations, totaling $3.5 million.

Leases

On February 1, 2019, we adopted the Financial Accounting Standards Board ("FASB") accounting standards update that amended the existing accounting standards for lease accounting. This update requires lessees to recognize a right-of-use asset and lease liability for both operating and finance leases. We adopted the new guidance using a modified retrospective approach at the beginning of the period of adoption.

We have operating leases for stores, distribution and fulfillment centers, corporate offices and equipment. We sublease certain properties to third parties. We have elected not to record a lease liability and right-of-use asset for leases with original terms of 12 months or less. We have elected the practical expedient to not separate non-lease components from lease components as it pertains to real estate leases.

Store leases have remaining lease terms that range from less than one year up to 15 years, some of which contain options to extend the lease for one or two 5-year periods. Payments related to a renewal period are included in the lease liability and right-of-use asset only when we are reasonably certain that we will exercise the option to renew the lease for an extended period of time. Certain leases may contain variable lease payments such as rent based on a percentage of net sales. Variable lease payments may be subject to a breakpoint threshold of fixed rent. Variable lease payments, other than those that depend on an index or a rate, are not included in the measurement of the lease liability. The lease liability is calculated at the present value of certain future payments, discounted using our incremental borrowing rate, which approximates the rate of interest we would pay to borrow an amount equal to the lease payments on a fully collateralized basis over a similar term. Significant judgment is used in determining the incremental borrowing rate related to estimates for credit rating, credit spread and the impact of collateral. We developed incremental borrowing rates at a lease portfolio level. The right-of-use asset is initially equal to the value of the lease liability less any amounts received from the landlord as incentives or tenant improvement allowances.

Accounting for Income Taxes

As part of the process of preparing our Consolidated Financial Statements, we are required to estimate our income taxes in each of the tax jurisdictions in which we operate. This process involves estimating our actual current tax obligations together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting purposes, such as depreciation of property and equipment and valuation of inventories. These temporary differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income. A valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized. In making such a determination, we consider all material available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. Actual results could differ from this assessment if adequate taxable income is not generated in future periods. Net deferred tax assets as of January 31, 2021 and January 31, 2020 totaled $66.5 million and $51.1 million, respectively, representing 1.9% and 1.5% of total assets, respectively.

To the extent we believe that recovery of a deferred tax asset is at risk, we establish valuation allowances. To the extent we establish valuation allowances or increase the allowances in a period, we record additional income tax expense in the Consolidated Statements of Income. Valuation allowances were $18.7 million as of January 31, 2021 and $13.5 million as of January 31, 2020. Valuation allowances are based on evidence of our ability to generate sufficient taxable income in certain foreign and state jurisdictions. In the future, if enough evidence of our ability to generate sufficient future taxable income in these jurisdictions becomes apparent, we



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would be required to reduce our valuation allowances, resulting in a reduction in "Income tax expense" in the Consolidated Statements of Income. On a quarterly basis, management evaluates the likelihood that we will realize the deferred tax assets and adjusts the valuation allowances, if appropriate.

We record uncertain tax positions on the basis of a two-step process whereby (1) we determine whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Our tax liability for uncertain tax positions contains uncertainties because we are required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions. Although we believe that the judgments and estimates discussed herein are reasonable, actual results may differ, and we may be exposed to income tax expenses or benefits that could be material.

We consider certain earnings of non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future United States cash generation will be sufficient to meet future United States cash needs and our specific plans for reinvestment of those subsidiaries' earnings. Should we decide to repatriate the foreign earnings, we would need to adjust our income tax provision in the period we determined that the earnings will no longer be indefinitely invested outside the United States.

Accounting for Contingencies

From time to time, we are named as a defendant in legal actions arising from our normal business activities. We are required to record a reserve for estimated losses when information available prior to issuance of our financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies arising from contractual disputes or legal proceedings requires management to use its best judgment when estimating an accrual related to such contingencies. As additional information becomes known, our reserves for loss contingencies could fluctuate, thereby creating variability in our results of operations from period to period. Likewise, an actual loss arising from a loss contingency which significantly exceeds our reserve could have a material adverse impact on our operating results for the period in which such actual loss becomes known. We believe that our reserves adequately reflect the anticipated final outcome of any matter currently pending against us and the ultimate settlement of such matters will not materially affect our financial position or results of operations.

Share-Based Compensation

Accounting for share-based compensation requires measurement of compensation cost for all share-based awards at fair value on the date of grant and recognition of compensation over the service period.

A Black-Scholes model was used to determine the fair value of our stock options granted in the fiscal years ended January 31, 2020 and 2019. This model uses assumptions including the risk-free rate of interest, expected volatility of our stock price and expected life of the awards. There were no stock options granted in the fiscal year ended January 31, 2021. The fair value of the performance-based awards granted during fiscal 2021 and fiscal 2020 equaled the stock price on the date of the grant. A Monte Carlo simulation was used to determine the fair value of performance-based awards granted during fiscal 2019. A different methodology was used to value fiscal 2021 and fiscal 2020 grants due to the removal of certain conditions in the grant provisions. We review our assumptions and the valuations provided by independent third-party valuation advisors in order to determine the fair value of share-based compensation awards at the date of grant. The assumptions used in calculating the fair value of these share-based payment awards represent our best estimates, but these estimates involve inherent uncertainties and the application of judgment. Changes in these assumptions can materially affect the fair value estimate.

Additionally, we make certain estimates about the number of awards that will become vested under performance-based incentive plans. We record expense for performance-based awards based on our current expectations of the probable number of awards that will ultimately vest. The estimation of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised and could be materially different from share-based compensation expense recorded in prior periods.

We elect to account for forfeitures as they occur rather than estimate the expected forfeitures.



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Results of Operations

As a Percentage of Net Sales

As a result of the COVID-19 pandemic, our stores were closed for a portion of the first half of fiscal 2021 (see further details under Impact of the Coronavirus Pandemic above). In addition to lost revenues, we incurred expenses that were not commensurate with the current level of sales. As a result, comparisons of expense ratios and year-over-year trends were impacted in a meaningful way.

The following table sets forth, for the periods indicated, the percentage of our net sales represented by certain income statement data and the change in certain income statement data from period to period. This table should be read in conjunction with the discussion that follows:





                                                      Fiscal Year Ended
                                                         January 31,
                                                2021        2020        2019
Net sales                                        100.0 %     100.0 %     100.0 %

Cost of sales (excluding store impairment) 74.6 68.5 65.8 Store impairment (1)

                               0.4         0.4         0.1
Gross profit                                      25.0        31.1        34.1
Selling, general and administrative expenses      24.9        25.0        24.4
Goodwill impairment (2)                              -         0.3           -
Income from operations                             0.1         5.8         9.7
Interest income                                    0.1         0.3         0.2
Interest expense                                  (0.1 )      (0.0 )      (0.0 )
Other (expense) income                            (0.0 )      (0.1 )      (0.1 )
Income before income taxes                         0.1         6.0         9.8
Income tax expense                                 0.1         1.8         2.3
Net income                                         0.0 %       4.2 %       7.5 %
Period over Period Change:
Net sales                                        -13.4 %       0.8 %       9.3 %
Gross profit                                     -30.5 %      -7.9 %      14.6 %
Income from operations                           -98.3 %     -39.2 %      46.7 %
Net income                                       -99.3 %     -43.6 %     175.3 %



(1) During fiscal 2021, we recorded store impairment charges for 42 retail


    locations, totaling $15.5 million. During fiscal 2020, we recorded store
    impairment charges for eight retail locations, totaling $14.6 million. During
    fiscal 2019, we recorded store impairment charges for four retail locations,
    totaling $3.5 million.

(2) During fiscal 2020, we recorded a charge of $13.9 million related to goodwill


    impairment of the Menus & Venues brand.



Fiscal 2021 Compared to Fiscal 2020

Net sales in fiscal 2021 decreased by 13.4% to $3.45 billion, from $3.98 billion in fiscal 2020. The $534.0 million decrease was attributable to a $420.7 million, or 11.5%, decrease in Retail segment net sales and a $129.6 million, or 39.7%, decrease in Wholesale segment net sales, partially offset by a $16.3 million increase in Subscription segment net sales. Retail segment net sales for fiscal 2021 accounted for 93.6% of total net sales compared to 91.6% of total net sales during fiscal 2020.

The decrease in our Retail segment net sales during fiscal 2021 was due to a decrease of $372.6 million, or 10.6%, in Retail segment comparable net sales and a decrease of $48.1 million in non-comparable net sales, including the net impact of store openings and closings since the prior comparable period and the impact of foreign currency translation. Retail segment comparable net sales increased 5.7% at the Free People Group and decreased 7.0% at Urban Outfitters and 18.4% at the Anthropologie Group. Retail segment comparable net sales decreased in both North America and Europe. The decrease in Retail segment comparable net sales was driven by negative comparable store net sales due to mandated store closures as a result of the COVID-19 pandemic and lower store productivity for stores since opened, partially offset by double-digit growth in the digital channel. Negative comparable store net sales resulted from a decrease in store traffic, transactions and average unit selling price, while units per transaction and conversion rate increased. The digital channel net sales increase was driven by an increase in conversion rate and sessions, while average order value and units per transaction decreased. The decrease in non-comparable net sales was primarily due to the store closures and lower store productivity as a result of the COVID-19 pandemic at the 46 new Company-owned stores opened and 22 Company-owned stores and restaurants closed since the prior comparable period.

The decrease in Wholesale segment net sales during fiscal 2021, as compared to fiscal 2020, was primarily due to a 40.1% decrease in sales for the Free People brand, due to most of the brand's wholesale partners having a meaningful portion of their businesses closed during the year due to the COVID-19 pandemic and lower customer demand once reopened. The segment decrease was also due to a decrease of $10.1 million in Anthropologie Home sales due to the brand's exit of the wholesale business in the third quarter of fiscal



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2021 and the impact of the COVID-19 pandemic on the brand's wholesale partners' operations, partially offset by an increase of $5.3 million in Urban Outfitters wholesale sales.

Gross profit percentage for fiscal 2021 decreased to 25.0% of net sales, from 31.1% of net sales in fiscal 2020. Gross profit decreased to $861.9 million for fiscal 2021 from $1.24 billion in fiscal 2020. The decrease in gross profit percentage was primarily driven by an increase in delivery and logistics expense primarily due to penetration of the digital channel, followed by store occupancy expense rate deleverage. The deleverage in store occupancy expense was due to lower store net sales as a result of mandated store closures as well as lower store traffic once reopened due to the COVID-19 pandemic. Additionally, during fiscal 2021 the Company recorded a $14.6 million year-over-year increase in inventory obsolescence reserves and a $15.5 million store impairment charge, compared to a $14.6 million store impairment charge in fiscal 2020.

Total inventory at January 31, 2021 decreased by $19.9 million, or 4.9%, to $389.6 million from $409.5 million at January 31, 2020. The decrease was driven by a 34% reduction in Wholesale segment inventory. Retail segment inventory was flat, as a 5% decline in comparable Retail segment inventory was offset by an increase in in-transit inventory due to global transportation delays.

Selling, general and administrative expenses decreased by $136.1 million, or 13.7%, to $857.9 million in fiscal 2021 compared to fiscal 2020. Selling, general and administrative expenses as a percentage of net sales decreased in fiscal 2021 to 24.9% of net sales, compared to 25.0% of net sales for fiscal 2020. The leverage was primarily driven by disciplined store payroll management and other expense control measures partially offset by an increase in digital marketing and other expenses in order to support digital channel sales and customer growth. The dollar decrease in selling, general and administrative expenses for fiscal 2021 was primarily due to disciplined store payroll management, overall expense control measures and the benefit of COVID-19 related government relief packages. During fiscal 2020, we recorded a charge of approximately $13.9 million related to goodwill impairment of the Menus & Venues brand.

Income from operations was 0.1% of net sales, or $4.0 million, for fiscal 2021 compared to 5.8% of net sales, or $231.9 million, for fiscal 2020.

Our effective tax rate for fiscal 2021 was 64.8% of income before income taxes compared to 29.9% of income before income taxes in fiscal 2020. The increase in the effective tax rate for fiscal 2021 was primarily due to the ratio of foreign taxable losses to global taxable profits and lower income before income taxes as compared to the prior year comparable period. See Note 10, "Income Taxes," in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K, for a reconciliation of the statutory U.S. federal income tax rate to our effective tax rate.

Fiscal 2020 Compared to Fiscal 2019

Net sales in fiscal 2020 increased by 0.8% to $3.98 billion, from $3.95 billion in fiscal 2019. The $33.2 million increase was attributable to a $44.8 million, or 1.2%, increase in Retail segment net sales and $8.0 million in Subscription segment net sales, partially offset by a $19.6 million, or 5.7%, decrease in Wholesale segment net sales. Retail segment net sales for fiscal 2020 accounted for 91.6% of total net sales compared to 91.2% of total net sales during fiscal 2019.

The growth in our Retail segment net sales during fiscal 2020 was due to an increase of $41.5 million, or 1.2%, in Retail segment comparable net sales, which includes our digital channel, and an increase of $3.3 million in non-comparable net sales, including new store and franchise net sales partially offset by the negative impact of foreign currency translation. Retail segment comparable net sales increased 6.6% at the Free People Group and 2.2% at the Anthropologie Group and decreased by 1.4% at Urban Outfitters. Retail segment comparable net sales increased in North America but declined in Europe. The increase in Retail segment comparable net sales was driven by continued growth in the digital channel, partially offset by negative comparable store net sales. The digital channel net sales increase was driven by increases in sessions and conversion rate, while average order value and units per transaction decreased. Negative comparable store net sales resulted from a decrease in average unit selling price and transactions, partially offset by an increase in units per transaction. Store traffic for fiscal 2020 decreased. The increase in net sales attributable to non-comparable sales was primarily due to the net impact of opening 44 new stores and restaurants and closing 23 stores and restaurants since the prior comparable period and an increase in franchise net sales due to the opening of two franchisee-owned stores during fiscal 2020 and the impact of full year operations of franchisee-owned stores opened during fiscal 2019, partially offset by the negative impact of foreign currency translation.

The decrease in Wholesale segment net sales during fiscal 2020, as compared to fiscal 2019, was due to a decrease of 7.7% for the Free People brand, primarily resulting from lower sales to North American department stores. This decrease was partially offset by an increase of $3.8 million in Urban Outfitters BDG sales and $2.6 million in Anthropologie Home sales. The Urban Outfitters wholesale division was launched in the third quarter of fiscal 2019.

Gross profit percentage in fiscal 2020 decreased to 31.1% of net sales, from 34.1% of net sales in fiscal 2019. Gross profit decreased to $1.24 billion in fiscal 2020 compared to $1.35 billion in fiscal 2019. The decrease in gross profit percentage was primarily driven by higher Retail segment markdowns and deleverage in delivery and logistics expenses. The higher Retail segment markdowns were largely driven by underperforming product at the Urban Outfitters and Anthropologie brands. The deleverage in delivery and



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logistics expenses was primarily due to the increase in penetration of the digital channel. Additionally, store impairment charges were $14.6 million in fiscal 2020 related to eight retail locations and $3.5 million in fiscal 2019 related to four retail locations.

Total inventory at January 31, 2020 increased by $39.0 million, or 10.5%, to $409.5 million from $370.5 million at January 31, 2019. Comparable Retail segment inventory was flat at cost. The total inventory increase was primarily related to an increase in Wholesale segment inventory.

Selling, general and administrative expenses increased by $28.6 million, or 3.0%, to $994.0 million, in fiscal 2020, from $965.4 million in fiscal 2019. Selling, general and administrative expenses as a percentage of net sales increased in fiscal 2020 to 25.0% of net sales, compared to 24.4% of net sales for fiscal 2019. The dollar growth and deleverage in selling, general and administrative expenses was primarily driven by increased marketing expenses supporting our digital sales growth and new business initiatives. During fiscal 2020, we recorded a charge of approximately $13.9 million related to goodwill impairment of the Menus & Venues brand.

Income from operations decreased to 5.8% of net sales, or $231.9 million, for fiscal 2020 compared to 9.7%, or $381.3 million, for fiscal 2019.

Our effective tax rate for fiscal 2020 was 29.9% of income before income taxes compared to 22.7% of income before income taxes in fiscal 2019. The increase in the effective tax rate for fiscal 2020 was primarily due to the ratio of foreign taxable profits to global taxable profits and an increase in valuation allowances attributable to net losses of certain foreign operations. See Note 10, "Income Taxes," in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K, for a reconciliation of the statutory U.S. federal income tax rate to our effective tax rate.

Liquidity and Capital Resources

Cash, cash equivalents and marketable securities were $694.0 million as of January 31, 2021, as compared to $530.4 million as of January 31, 2020 and $694.8 million as of January 31, 2019. During fiscal 2021, we generated $285.8 million in cash from operations, invested $159.2 million in property and equipment and repurchased $7.0 million in common shares under our share repurchase programs. The shares repurchased during fiscal 2021 were prior to the known spread of the COVID-19 pandemic in the United States, which forced the Company to close its stores for an extended period of time. Additionally, during fiscal 2021, and in response to the COVID-19 pandemic, we had borrowings of $220.0 million under our Amended Credit Facility to further protect our cash reserves and subsequently repaid the entire $220.0 million during fiscal 2021.

Our working capital was $317.2 million at January 31, 2021 compared to $414.6 million at January 31, 2020 and $816.1 million at January 31, 2019. Working capital as of January 31, 2021 and 2020, was negatively impacted by $254.7 million and $221.6 million, respectively, for the current portion of operating lease liabilities due to the February 1, 2019 adoption of an accounting standards update that amended the accounting standards for lease accounting (see Note 2, "Summary of Significant Accounting Policies," in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion). Working capital at January 31, 2021 was also negatively impacted by the extension of supplier payment terms in response to the COVID-19 pandemic and the timing of certain accrued expenses and other current liabilities. Working capital at January 31, 2020 was also negatively impacted by the use of cash and cash equivalents and marketable securities to repurchase our common shares and fund our capital projects.

During the last three years, we have satisfied our cash requirements primarily through our cash flow from operating activities. Additionally, during fiscal 2021, and in response to the COVID-19 pandemic, we had borrowings of $220.0 million under our Amended Credit Facility to further protect our cash reserves and subsequently repaid the entire $220.0 million during fiscal 2021. Our primary uses of cash have been to fund business operations, purchase inventory, expand our home offices and fulfillment centers, open new stores and repurchase our common shares.

Cash Flows from Operating Activities

Cash provided by operating activities for fiscal 2021 increased by $11.9 million to $285.8 million from $273.9 million in fiscal 2020. Cash provided by operating activities for fiscal 2020 decreased by $172.7 million from $446.6 million in fiscal 2019. For all periods, our major source of cash from operations was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs. The increase in cash flows from operations for fiscal 2021 compared to fiscal 2020 was primarily due to an increase in accounts payable and accrued expenses, accrued compensation and other current liabilities due to timing of payments, in addition to decreased inventory levels, partially offset by lower merchandise sales in fiscal 2021 as a result of store closures and lower store productivity caused by the COVID-19 pandemic. Although the Company's stores were closed for part of fiscal 2021, the Company continued to incur various store operational costs, such as employee costs and costs for a large portion of its regional and store management teams despite store closures and reduced sales during the COVID-19 pandemic. The decrease in cash flows from operations in fiscal 2020 compared to fiscal 2019 was primarily due to lower net income.

Cash Flows from Investing Activities

Cash used in investing activities during fiscal 2021 decreased by $84.2 million to $101.9 million from $186.1 million in fiscal 2020. Cash used in investing activities during fiscal 2020 decreased by $58.4 million from $244.5 million in fiscal 2019. Cash used in investing activities in fiscal 2021 and 2020 primarily related to purchases of marketable securities and property and equipment, partially



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offset by the sales and maturities of marketable securities. The Company initially liquidated its marketable securities portfolio earlier in fiscal 2021 primarily to preserve financial flexibility and maintain liquidity in response to the COVID-19 pandemic, but reinvested in a marketable securities portfolio in the fourth quarter of fiscal 2021. Cash paid for property and equipment for fiscal 2021, 2020 and 2019 was $159.2 million, $217.4 million and $114.9 million, respectively, which was primarily used to expand our fulfillment center network in fiscal 2021 and 2020 and expand our store base in fiscal 2019.

Cash Flows from Financing Activities

Cash used in financing activities during fiscal 2021 decreased by $211.6 million to $10.4 million from $222.0 million in fiscal 2020. Cash used in financing activities during fiscal 2020 increased by $104.0 million from $118.0 million in fiscal 2019. Cash used in financing activities in fiscal 2021, 2020 and 2019 was primarily related to $7.0 million, $217.4 million and $121.4 million, respectively, of repurchases of our common shares under our share repurchase programs. The shares repurchased during fiscal 2021 were prior to the known spread of the COVID-19 pandemic in the United States, which forced the Company to close its stores for an extended period of time.

Credit Facilities

On June 29, 2018, we entered into an amended and restated credit agreement (the "Amended Credit Agreement") that amended our asset-based revolving credit facility with certain lenders, including JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as joint lead arrangers and co-book managers.

The Amended Credit Agreement extended the maturity date of the senior secured revolving credit facility to June 2023 (the "Amended Credit Facility"). The Amended Credit Facility provides for loans and letters of credit up to $350.0 million, subject to a borrowing base that is comprised of our eligible accounts receivable and inventory. The Amended Credit Facility includes a swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150.0 million. The funds available under the Amended Credit Facility may be used for working capital and other general corporate purposes.

The Amended Credit Facility provides for interest on borrowings, at our option, at either (i) adjusted LIBOR, CDOR or EURIBOR plus an applicable margin ranging from 1.125% to 1.375%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to 0.375%, each such applicable margin depending on the level of availability under the Amended Credit Facility. Currently, there has not been a replacement reference rate identified for LIBOR in the Amended Credit Facility. Depending on the type of borrowing, interest on the Amended Credit Agreement is payable monthly, quarterly or at the end of the interest period. A commitment fee of 0.20% is payable quarterly on the unused portion of the Amended Credit Facility.

All obligations under the Amended Credit Facility are unconditionally guaranteed by the Company and certain of its U.S. subsidiaries. The obligations under the Amended Credit Facility are secured by a first-priority security interest in inventory, accounts receivable and certain other assets of the Company and certain of its U.S. subsidiaries. The obligations of URBN Canada Retail, Inc. are secured by a first-priority security interest in its inventory, accounts receivable and certain other assets. The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and provisions relating to events of default.

As of January 31, 2021, the Company had $0 in borrowings under the Amended Credit Facility. The Company borrowed and subsequently repaid $220.0 million during fiscal 2021 in order to preserve financial flexibility and maintain liquidity and flexibility in response to the COVID-19 pandemic. As of January 31, 2021, the Company was in compliance with the terms of the Amended Credit Agreement. The Company expects to remain in compliance with all terms, including covenants, of the Amended Credit Agreements. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were $13.7 million. Interest expense for the Amended Credit Facility for the year ended January 31, 2021, was $2.7 million, which was included in "Interest Expense," in the Consolidated Statements of Income.

Capital and Operating Expenditures

During fiscal 2022, we plan to continue construction on a new omni-channel fulfillment center in Kansas City, Kansas, finalize setup of material handling equipment at our new omni-channel fulfillment center in Europe, open approximately 55 new Company-owned retail locations, expand or relocate certain existing retail locations, invest in new products, markets and brands, purchase inventory for our operating segments at levels appropriate to maintain our planned sales, upgrade our systems, improve and expand our digital capabilities and invest in omni-channel marketing when appropriate and may repurchase common shares. We believe that our new brand initiatives, new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our sales. During fiscal 2022, we plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2022 to be approximately $250 million, a portion of which will be to support new and expanded fulfillment and distribution centers. All fiscal 2022 capital expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents. We believe that our new store investments generally have the potential to generate positive cash flow within a year; however, the impact of the COVID-19 pandemic may result in a slightly longer timeframe. We may also enter into one or more acquisitions or transactions related to the expansion of our brand offerings, including additional franchise and joint venture agreements. We believe that our existing cash and cash equivalents, availability under our current credit facilities and future cash flows provided by operations will be sufficient to fund these initiatives.



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Share Repurchases

See Note 12, "Shareholders' Equity," in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for certain financial information regarding the Company's share repurchases.

Contractual Obligations



The following table summarizes our contractual obligations as of January 31,
2021:



                                                                   Payments Due by Period (in
                                                                           thousands)
                                                                  Less Than          More Than
                                                   Total             One                One
Description                                     Obligations          Year               Year
Operating leases (1)                            $  1,687,112     $    329,501       $  1,357,611
Purchase commitments (2)                             672,133          627,585             44,548
Tax payable (3)                                       27,009            2,843             24,166
Construction contracts (4)                           291,803          120,724            171,079
Total contractual obligations                   $  2,678,057     $  1,080,653       $  1,597,404

(1) Refer to Note 9, "Leases," in the Notes to our Consolidated Financial

Statements included in this Annual Report on Form 10-K.

(2) Refer to Note 15, "Commitments and Contingencies," in the Notes to our

Consolidated Financial Statements included in this Annual Report on Form

10-K.

(3) Represents one-time transition tax payable related to cash taxes payable in


    future years as a result of the Tax Act. Excluded from the above table are
    tax contingencies of $25,108 because we cannot reasonably estimate in which
    future periods these amounts will ultimately be settled. As a result, the
    $25,108 liability was classified as a non-current liability in the Company's
    Consolidated Balance Sheets as of January 31, 2021.

(4) Refer to Note 15, "Commitments and Contingencies," in the Notes to our

Consolidated Financial Statements included in this Annual Report on Form


    10-K.


Commercial Commitments

The following table summarizes our commercial commitments as of January 31,
2021:



                                                                   Amount of Commitment Per Period
                                                                           (in thousands)
                                                    Total         Less Than             More Than
                                                   Amounts           One                   One
                 Description                      Committed          Year                  Year
Trade letters of credit (1)                      $    52,579     $     52,579         $            -
Stand-by letters of credit (2)                        13,709           13,709                      -
Total commercial commitments                     $    66,288     $     66,288         $            -



(1) Consists primarily of outstanding letter of credit commitments in connection


    with import inventory purchases. Refer to Note 15, "Commitments and
    Contingencies," in the Notes to our Consolidated Financial Statements
    included in this Annual Report on Form 10-K.

(2) Consists primarily of stand-by letters of credit for customs, construction,


    lease guarantees and insurance. Refer to Note 8, "Debt," in the Notes to our
    Consolidated Financial Statements included in this Annual Report on Form
    10-K.


Other Matters

Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies-Recent Accounting Pronouncements," in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for a description of recently adopted and issued accounting pronouncements.

Seasonality

Our business experiences seasonal fluctuations in net sales and net income, with a more significant portion typically realized in the second half of each year predominantly due to the year-end holiday period. Historically, and consistent with the retail industry, the seasonality also impacts our working capital requirements, particularly with regard to inventory.

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