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What changed in URBAN OUTFITTERS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of URBAN OUTFITTERS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+224 added−236 removedSource: 10-K (2025-04-01) vs 10-K (2024-04-01)

Top changes in URBAN OUTFITTERS INC's 2025 10-K

224 paragraphs added · 236 removed · 196 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

74 edited+6 added−7 removed36 unchanged
Biggest changeFor a monthly fee, Nuuly subscribers can rent product from a wide selection of the Company’s own brands, third-party market brands 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.
Biggest changeSubscription Segment Our Subscription segment, formerly known as the Nuuly segment, includes the Nuuly brand, which is primarily a monthly women’s apparel subscription rental service. For a monthly fee, Nuuly subscribers can rent product from a wide selection of the Company’s own brands, third-party brands and one-of-a-kind vintage pieces via a custom-built, digital platform.
We monitor the styles and products that are popular with our wholesale customers to give us insight into current fashion trends, helping us to better serve our retail customers. Wholesale sales and showroom facilities are located in New York City, Los Angeles, London and Dallas.
We monitor the styles and products that are popular with our wholesale customers to give us insight into current fashion trends, helping us to better serve our retail customers. Wholesale sales and showroom facilities are located in Dallas, Los Angeles, London and New York City.
We also are active in social media and third-party digital platforms. We believe that by starting a conversation and interacting directly with our customers, most notably via Instagram, Facebook, TikTok, Pinterest and Google and our own mobile applications, we are more effective at understanding and serving their fashion needs.
We also are active in social media and third-party digital platforms. We believe that by starting a conversation and interacting directly with our customers, most notably via Instagram, TikTok, Pinterest, Facebook and Google and our own mobile applications, we are more effective at understanding and serving their fashion needs.
Members can earn and accumulate points 4 based on purchase activity and engaging with the brand through social media. Upon reaching the specified point threshold, members are issued a reward coupon which can be redeemed for both in-store and online purchases. The Anthropologie brand offers AnthroPerks.
Members can earn and accumulate points based on purchase activity and engaging with the brand through social media. Upon reaching the specified point threshold, members are issued a reward coupon which can be redeemed for both in-store and online purchases. 4 The Anthropologie brand offers AnthroPerks.
To the extent that our vendors are located overseas or, in the case of third-party vendors, rely on overseas sources for a large portion of their merchandise, any event causing a disruption of imports, such as the imposition of increased security or regulatory requirements applicable to imported goods, war, public health concerns (including global pandemics such as COVID-19), acts of terrorism, natural disasters (including as a result of climate change), port security considerations or labor disputes, financial or political instability in any of the countries in which merchandise we purchase is manufactured, the effects of Brexit, changes to U.S. or foreign trade policies, including the enactment of tariffs, border adjustment taxes, or increases in duties or quotas, disruption in the supply of fabrics or raw materials, transportation capacity shortages and delays (including the impact of the conflict in the Middle East on shipments traveling through the region), increases in the cost of fuel or decreases in the value of the U.S. dollar relative to foreign currencies could adversely affect our business.
To the extent that our vendors are located overseas or, in the case of third-party vendors, rely on overseas sources for a large portion of their merchandise, the following could adversely affect our business: any event causing a disruption of imports, such as the imposition of increased security or regulatory requirements applicable to imported goods, war, public health concerns (including global pandemics such as COVID-19), acts of terrorism, natural disasters (including as a result of climate change), port security considerations or labor disputes, financial or political instability in any of the countries in which merchandise we purchase is manufactured, the effects of Brexit, changes to U.S. or foreign trade policies, including the enactment of tariffs such as retaliatory tariffs, border adjustment taxes, or increases in duties or quotas, disruption in the supply of fabrics or raw materials, transportation capacity shortages and delays (including the impact of the conflict in the Middle East on shipments traveling through the region), increases in the cost of fuel or decreases in the value of the U.S. dollar relative to foreign currencies.
In addition to management training programs for both newly hired and existing employees, we have a number of retention programs that offer qualitative and quantitative performance-based incentives to district-level leaders and store leaders. Marketing and Promotion We believe we have highly effective marketing tools in our websites, mobile applications, catalogs, email campaigns and social media and third-party digital platforms.
In addition to management training programs for both newly hired and existing employees, we have a number of retention programs that offer qualitative and quantitative performance-based incentives to district leaders and store leaders. Marketing and Promotion We believe we have highly effective marketing tools in our websites, mobile applications, catalogs, email campaigns and social media and third-party digital platforms.
We are committed to creating and maintaining an inclusive culture that values and respects diversity of all kinds. Women hold key leadership positions throughout the Company, including positions on our Board of Directors and executive team. Our diversity and inclusion commitments focus on building an inclusive community, finding and developing the best talent possible and supporting our local communities.
We are committed to creating and maintaining an inclusive culture that values and respects diversity of all kinds. Women hold key leadership positions throughout the Company, including positions on our Board of Directors and executive team. Our inclusion and belonging commitments focus on building an inclusive community, finding and developing the best talent possible and supporting our local communities.
Through our unique culture, competitive compensation and benefits, development, training, coaching and mentorship programs and collaborative recruiting process, we believe we are positioned to attract top talent and drive high levels of performance, engagement and retention. We invest in our employees through accessible resources and structured training programs that offer all employees opportunities for development.
Through our unique culture, competitive compensation and benefits, development, training, coaching and mentorship programs and a collaborative recruiting process, we believe we are positioned to attract top talent and drive high levels of performance, engagement and retention. We invest in our employees through accessible resources and structured training programs that offer all employees opportunities for development.
The Wholesale segment was established in 1984 with the Free People brand to develop, in conjunction with Urban Outfitters, private label apparel lines of young women’s casual wear that could be effectively sold in Urban Outfitters stores and later began selling to department and specialty stores worldwide.
The Wholesale segment was established with the Free People brand to develop, in conjunction with Urban Outfitters, private label apparel lines of young women’s casual wear that could be effectively sold in Urban Outfitters stores and later began selling to department and specialty stores worldwide.
Free People 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, as well as substantially all of the Free People and FP Movement wholesale offerings.
Free People 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, as well as substantially all of the Free People and FP Movement brands' wholesale offerings.
Item 1. B usiness General We are a leading lifestyle products and services company that operates a portfolio of global consumer brands including the Anthropologie, Free People, FP Movement, Urban Outfitters, and Nuuly brands.
Item 1. B usiness General We are a leading lifestyle products and services company that operates a portfolio of global consumer brands primarily including the Anthropologie, Free People, FP Movement, Urban Outfitters and Nuuly brands.
We plan for future store growth to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into franchise or 2 joint venture agreements.
We plan for future store growth to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into franchise or joint venture agreements.
We create, manage or offer a large collection of courses for employees that cover a range of subjects such as onboarding, diversity and inclusion fundamentals, tactical tools to support completion of job functions, support for compliance, well-being and a respectful workplace, skills and tools to lead with confidence, inspire and connect authentically and courses to build skills and knowledge to support sound judgment and strong decision-making.
We create, manage or offer a large collection of courses for employees that cover a range of subjects such as onboarding, well-being, respectful workplace and inclusion and belonging fundamentals, compliance support, tactical tools to support completion of job functions, skills and tools to lead with confidence, inspire and connect authentically and courses to build skills and knowledge to support sound judgment and strong decision-making.
Milestones in our Company’s growth are as follows: • 1970: First Urban Outfitters store opened near the University of Pennsylvania campus in Philadelphia, Pennsylvania • 1976: Incorporated in the Commonwealth of Pennsylvania • 1984: Free People Wholesale division established • 1992: First Anthropologie store opened in Wayne, Pennsylvania • 1993: Initial public offering of URBN shares on NASDAQ • 1998: First European Urban Outfitters store opened in London; Anthropologie website launched • 1999: Urban Outfitters website launched • 2002: First Free People store opened in the Garden State Plaza Mall in Paramus, New Jersey • 2004: Free People website launched • 2008: First Terrain garden center opened in Glen Mills, Pennsylvania • 2009: First European Anthropologie store opened in London • 2018: Urban Outfitters Wholesale division established; first European Free People store opened in Amsterdam • 2019: Launch of Nuuly Rent, a subscription rental service • 2020: First FP Movement store opened in Los Angeles, California Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience.
Milestones in our Company’s growth are as follows: • 1970: First Urban Outfitters store opened near the University of Pennsylvania campus in Philadelphia, Pennsylvania • 1976: Incorporated in the Commonwealth of Pennsylvania • 1984: Free People Wholesale division established • 1992: First Anthropologie store opened in Wayne, Pennsylvania • 1993: Initial public offering of URBN shares on NASDAQ • 1998: First European Urban Outfitters store opened in London; Anthropologie website launched • 1999: Urban Outfitters website launched • 2002: First Free People store opened in the Garden State Plaza Mall in Paramus, New Jersey • 2004: Free People website launched • 2008: First Terrain garden center opened in Glen Mills, Pennsylvania • 2009: First European Anthropologie store opened in London • 2018: First European Free People store opened in Amsterdam; Urban Outfitters Wholesale division established • 2019: Launch of the Nuuly brand • 2020: First FP Movement store opened in Los Angeles, California Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience.
We have integrated diversity and inclusion fundamentals training into the onboarding experience for all home office employees, as well as field and fulfillment center salaried new hires and have engaged with various organizations to support our talent acquisition and development efforts in this space.
We have integrated inclusion and belonging fundamentals training into the onboarding experience for all home office employees, as well as field and fulfillment center salaried new hires and have engaged with various organizations to support our talent acquisition and development efforts in this space.
Financial Information about Operations We aggregate our operations into three reportable segments, the Retail segment, the Wholesale segment and the Nuuly segment. See Note 17, “Segment Reporting,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.
Financial Information about Operations We aggregate our operations into three reportable segments, the Retail segment, the Subscription segment and the Wholesale segment. See Note 17, “Segment Reporting,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.
The Compensation Committee has formal oversight over the Company’s policies and strategies relating to its human capital management including policies, processes and strategies relating to employee recruitment, retention and development, workforce diversity and workplace and employment practices. The Compensation Committee regularly receives reports on talent, succession planning and diversity and inclusion.
The Compensation Committee has formal oversight over the Company’s policies and strategies relating to its human capital management including policies, processes and strategies relating to employee recruitment, retention and development, workforce diversity and workplace and employment practices. The Compensation Committee regularly receives reports on talent, succession planning, employee engagement and inclusion and belonging.
Our Retail segment includes our store and digital channels and includes our Anthropologie, Free People, FP Movement and Urban Outfitters brands. We have over 53 years of experience creating and managing retail stores that offer highly differentiated collections of fashion apparel, accessories and home goods, among other things, in inviting and dynamic store settings.
Our Retail segment includes our store and digital channels and primarily includes our Anthropologie, Free People, FP Movement and Urban Outfitters brands. We have over 54 years of experience creating and managing retail stores that offer highly differentiated collections of fashion apparel, accessories and home goods, among other things, in inviting and dynamic store settings.
All available Company-owned Retail segment shopping channels are fully integrated, including retail locations, 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.
All Company-owned Retail segment shopping channels are closely integrated, including retail locations, 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 will voluntarily provide electronic or paper copies (other than exhibits) of our filings free of charge upon written request. You may also obtain any materials we file with, or furnish to, the SEC on its website at www.sec.gov. Retail Segment Urban Outfitters.
We will voluntarily provide electronic or paper copies (other than exhibits) of our filings free of charge upon written request. You may also obtain any materials we file with, or furnish to, the SEC on its website at www.sec.gov. Retail Segment Anthropologie.
During fiscal 2024, we purchased merchandise from approximately 5,000 vendors located throughout the world. No single vendor or manufacturer accounted for more than 10% of merchandise purchased during that time. We do not believe that the loss of any one vendor would have a material adverse effect on our business. Company Operations Distribution.
During fiscal 2025, we purchased merchandise from approximately 4,000 vendors located throughout the world. No single vendor or manufacturer accounted for more than 10% of merchandise purchased during that time. We do not believe that the loss of any one vendor would have a material adverse effect on our business. Company Operations Distribution.
We recognize the need for high-quality information to manage merchandise planning, buying, inventory management and control functions and have therefore invested in a retail software package that meets our processing and reporting requirements. We utilize point-of-sale register systems connected by a secure data network to our home offices.
We recognize the need for high-quality information to manage merchandise planning, buying, inventory management and control functions and have therefore invested in a retail software package that meets our processing and reporting 5 requirements. Our Retail segment utilizes point-of-sale register systems connected by a secure data network to our home offices.
Free People also offers catalogs that market select merchandise, most of which is also available in our Free People stores. We plan for future digital channel growth to come from expansion domestically and internationally. Free People’s North American Retail segment net sales accounted for approximately 20.1% for fiscal 2024.
Free People also offers catalogs that market select merchandise, most of which is also available in our Free People stores. We plan for future digital channel growth to come from expansion domestically and internationally. Free People’s North American Retail segment net sales accounted for approximately 20.7% for fiscal 2025.
Anthropologie 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, and offers a catalog in North America that markets select merchandise, most of which is also available in Anthropologie brand stores.
Anthropologie 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, and offers catalogs in North America that market select merchandise, most of which is also available in Anthropologie brand stores.
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 and sells merchandise through franchisee-owned stores in the Middle East. We plan for future digital channel growth to come from expansion domestically and internationally.
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. We plan for future digital channel growth to come from expansion domestically and internationally.
We plan for future digital channel growth to come from expansion domestically and internationally. Anthropologie’s North American Retail segment net sales accounted for approximately 41.7% of consolidated net sales for fiscal 2024. European Retail segment net sales accounted for approximately 1.6% of consolidated net sales for fiscal 2024. Free People.
We plan for future digital channel growth to come from expansion domestically and internationally. Anthropologie’s North American Retail segment net sales accounted for approximately 42.1% of consolidated net sales for fiscal 2025. European Retail segment net sales accounted for approximately 1.6% of consolidated net sales for fiscal 2025. Free People.
Customer Loyalty Programs Loyalty programs offer customers access to member-only benefits and rewards, which promotes brand loyalty. The Urban Outfitters brand offers UO Rewards, a customer loyalty program designed to create authentic, lasting relationships with customers by rewarding devoted members with reward coupons, exclusive offers and unique experiences.
Customer Loyalty Programs Loyalty programs offer customers access to member-only benefits and rewards, which promotes brand loyalty. The Urban Outfitters brand offers UO Rewards, a customer loyalty program designed to create authentic, lasting relationships with customers by rewarding devoted members with reward coupons, giveaways, early access to products and sales and exclusive offers.
Trademarks and Service Marks We are the registered owner in the United States of certain service marks and trademarks, including, but not limited to “Urban Outfitters,” “Anthropologie,” “Free People,” “Terrain,” “BDG,” “FP Movement,” “Nuuly” and "URBN." Each mark is renewable indefinitely, contingent upon continued use at the time of renewal.
Trademarks and Service Marks We are the registered owner in the United States of certain service marks and trademarks, including, but not limited to “Urban Outfitters,” “Anthropologie,” “Free People,” “Terrain,” “BDG,” “FP Movement,” “Nuuly” and "URBN." Each mark is renewable indefinitely, contingent upon continued use at the time of renewal. In addition, we currently have pending applications with the U.S.
We have achieved compounded annual sales growth of approximately 5% over the past five years, with sales of approximately $5.2 billion during the fiscal year ended January 31, 2024. We operate under three reportable segments – Retail, Wholesale and Nuuly.
We have achieved compounded annual sales growth of approximately 7% over the past five years, with sales of approximately $5.6 billion during the fiscal year ended January 31, 2025. We operate under three reportable segments – Retail, Subscription and Wholesale.
We operate multiple distribution and fulfillment centers worldwide to support our Retail, Wholesale and Nuuly segments in the United States, Europe and Canada. Retail Segment Our Retail segment distribution and fulfillment centers receive and distribute our retail store merchandise and fulfill catalog, website and mobile application orders around the world.
We operate multiple distribution and fulfillment centers worldwide to support our Retail, Subscription and Wholesale segments in North America and Europe. Retail Segment Our Retail segment distribution and fulfillment centers receive and distribute our retail store merchandise and fulfill catalog, website and mobile application orders around the world.
In addition, we currently have pending registration applications with the U.S. Patent and Trademark Office covering certain other marks. We also own marks that have been registered in foreign countries, and have applications for marks pending in additional foreign countries. We regard our marks as important to our business due to their name recognition with our customers.
Patent and Trademark Office to register certain other marks. We also own marks that have been registered in foreign countries, and have applications for marks pending in additional foreign countries. We regard our marks as important to our business due to their name recognition with our customers.
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available 1 free of charge on our investor relations website, www.urbn.com/investor-relations , as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC.
As used in this document, unless otherwise defined, "Anthropologie" refers to our Anthropologie and Terrain brands and "Free People" refers to our Free People and FP Movement brands. 1 Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with, or furnished to, the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our investor relations website, www.urbn.com/investor-relations , as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC.
In addition to the ERGs, the executive team has implemented a listening strategy, which includes an all-company engagement survey, onboarding, exit and inclusion and belonging surveys, as well as opportunities for employees to speak directly with executives. We have offered bias training to our entire field and home office organization and fulfillment center management.
In addition, the executive team has implemented a listening strategy, which includes an all-company engagement survey, onboarding, exit and inclusion and belonging surveys, as well as opportunities for employees to speak directly with executives. We have required anti-discrimination/anti-harassment training for all of our field, home office and fulfillment center managers.
We believe that the shop-within-shop model allows for a more complete merchandising of our products, which allows us to differentiate ourselves from our competition and further strengthens each brand’s image.
We display our wholesale products in certain department and specialty stores using a shop-within-shop sales model. We believe that the shop-within-shop model allows for a more complete merchandising of our products, which allows us to differentiate ourselves from our competition and further strengthens each brand’s image.
Stores average approximately 8,000 square feet of selling space. Our stores are located in specialty centers, upscale street locations and enclosed malls. We plan to open approximately 14 Anthropologie stores and close approximately 6 Anthropologie stores due to lease expiration, globally, in fiscal 2025.
Stores average approximately 7,500 square feet of selling space. Our stores are located in specialty centers, upscale street locations and enclosed malls. We plan to open approximately 15 Anthropologie stores and close approximately 2 Anthropologie stores due to lease expiration, globally, in fiscal 2026.
The primary Retail segment facilities that support our North America Retail segment operations are: • 1,000,000 square foot omni-channel fulfillment center we own in Gap, Pennsylvania; • 291,000 square foot distribution center we own in Gap, Pennsylvania; • 956,000 square foot fulfillment center we own in Indiana, Pennsylvania; • 880,000 square foot omni-channel fulfillment center we own in Kansas City, Kansas; • 463,000 square foot fulfillment center we own in Reno, Nevada; and • 214,500 square foot distribution center we lease in Reno, Nevada To support North America Retail segment customer demand until the omni-channel fulfillment center in Kansas City, Kansas was operational, we leased a 401,000 square foot fulfillment center located in Kansas City, Missouri.
The primary Retail segment facilities that support our North America Retail segment operations are as follows: • 1,000,000 square foot omni-channel fulfillment center we own in Gap, Pennsylvania; • 291,000 square foot distribution center we own in Gap, Pennsylvania; • 956,000 square foot omni-channel fulfillment center we own in Indiana, Pennsylvania; • 880,000 square foot omni-channel fulfillment center we own in Kansas City, Kansas; • 463,000 square foot fulfillment center we own in Reno, Nevada; and • 214,500 square foot distribution center we lease in Reno, Nevada.
As of January 31, 2024, we employed approximately 28,000 people, approximately 39% of whom were full-time employees. The number of part-time employees fluctuates depending on seasonal needs. Of our total employees, approximately 1% work in the Wholesale segment, 6% work in the Nuuly segment and the remaining 93% work in our Retail segment.
As of January 31, 2025, we employed approximately 29,000 people, approximately 39% of whom were full-time employees. The number of part-time employees fluctuates depending on seasonal needs. Of our total employees, approximately 85% work in our Retail segment, 7% work in our Subscription segment, 1% work in our Wholesale segment and the remaining 7% are corporate employees.
Terrain’s product offering includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. As of January 31, 2024, we operated 237 Anthropologie stores, of which 209 were located in the United States, 9 were located in Canada and 19 were located in Europe, and sold merchandise through franchisee-owned stores in the Middle East.
Terrain’s product offering includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. As of January 31, 2025, we operated 239 Anthropologie stores, of which 222 were located in North America and 17 were located in Europe, and sold merchandise through franchisee-owned stores in the Middle East.
The Company plans to provide an update on key metrics annually and release an Impact Report biannually. The content of our Impact Report and Impact Scorecards is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
The content of our Impact Report and Impact Scorecards is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
AnthroPerks is a customer loyalty program that is designed to deliver benefits and experiences to help make our customers’ shopping journey in-store and online easier and more inspirational. Members are given free shipping benefits, birthday discounts, receipt look up, exclusive offers, early access to special collections and invitations to “Anthro Events” experiences.
AnthroPerks is a customer loyalty program that is designed to deliver benefits and experiences to help make our customers’ shopping journey in-store and online easier and more inspirational. Members are given birthday discounts, receipt-free returns, special promotions, early access to new arrivals and invitations to members-only events.
Additionally, our digital channel competes against numerous websites, mobile applications, catalogs and digital marketplaces, which may have a greater volume of circulation and web traffic or more effective marketing through online media and social networking sites. Our Wholesale segment competes with numerous wholesale companies on the basis of quality, price, performance and fashion of our merchandise offerings.
Additionally, our digital channel competes against numerous websites, mobile applications, catalogs and digital marketplaces, which may have a greater volume of circulation and web traffic or more effective marketing through online media and social networking sites.
Our Terrain brand product offerings include lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. Our Free People brand offers a showcase for casual women’s apparel, intimates, FP Movement activewear, shoes, accessories, home products, gifts and beauty and wellness. Our FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials.
Our Free People brand offers a showcase for casual women’s apparel, intimates, FP Movement activewear, shoes, accessories, home products, gifts and beauty and wellness. Our FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials.
Hiring, retaining and developing talented employees is critically important to our operations and the future success of our business. Our talent strategy is focused on attracting the best employees, recognizing and rewarding their performance, and continually developing, engaging and retaining them.
The Company aims to be the leading destination for creative and entrepreneurial talent in the specialty fashion market. Hiring, retaining and developing talented employees is critically important to our operations and 7 the future success of our business. Our talent strategy is focused on attracting the best employees, recognizing and rewarding their performance, and continually developing, engaging and retaining them.
We plan to open approximately 38 new Free People stores (including 25 FP Movement stores) and close approximately 3 Free People stores due to lease expiration, globally, in fiscal 2025.
We plan to open approximately 36 new Free People stores (including 20 FP Movement brand stores) and close approximately 4 Free People stores due to lease expiration, globally, in fiscal 2026.
We operate a Wholesale segment under the Free People, FP Movement and Urban Outfitters brands. The Wholesale segment sells through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets apparel, intimates, activewear and shoes.
The Wholesale segment sells 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 and FP Movement brands and the BDG and "iets frans" apparel collections under the Urban Outfitters brand.
A catalog is offered in North America that markets select merchandise, most of which is also available in Anthropologie brand stores. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience.
The brand also has a bridal collection consisting of wedding, bridesmaid and party dresses, accessories and decor. Catalogs are offered in North America that market select merchandise, most of which is also available in Anthropologie brand stores. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience.
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, 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.
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, activewear, shoes, accessories, home products, gifts and beauty and wellness. Free People brand retail stores average approximately 2,300 square feet of selling space.
We plan for our store environment and location strategy to remain consistent over the next several years. Buying and Design Operations Maintaining a constant flow of fresh and fashionable merchandise is critically important to our ongoing performance.
Our Urban Outfitters, Anthropologie and Free People stores are primarily located in upscale street locations, free-standing locations, enclosed malls and specialty centers. We plan for our store environment and location strategy to remain consistent over the next several years. Buying and Design Operations Maintaining a constant flow of fresh and fashionable merchandise is critically important to our ongoing performance.
Additional information relating to Lead With Creativity... to Make an Impact can be found in our 2021-2022 Impact Report, covering the period from October 1, 2021 through September 30, 2022, as well as our 2022-2023 Impact Scorecard covering the period from September 1, 2022 through August 30, 2023, which are available at our website at www.urbn.com/impact .
Additional information relating to Lead With Creativity... to Make an Impact can be found in our 2023-2024 Impact Report, covering the period from September 1, 2023 through August 30, 2024, which is available at our website at www.urbn.com/impact . The Company provides an update on key metrics annually and releases an Impact Report biannually.
On a quarterly basis, the Compensation Committee receives a talent dashboard with key metrics including employee survey feedback and turnover information. The Compensation Committee engages periodically on compensation program design for employees at various levels. 7 Talent Acquisition, Development and Retention. The Company aims to be the leading destination for creative and entrepreneurial talent in the specialty fashion market.
On a quarterly basis, the Compensation Committee receives a talent dashboard with key metrics including turnover and vacancy information, talent development efforts and initiatives, and employee feedback and sentiment information. The Compensation Committee engages periodically on compensation program design for employees at various levels. Talent Acquisition, Development and Retention.
Our digital channel, which includes our websites, mobile applications and catalogs, maintains separate software systems that manage the merchandise and customer information for our customer contact centers and fulfillment functions. Our Wholesale segment uses a separate software system for customer service, order entry, production planning and inventory management.
Our digital channel, which includes our websites, mobile applications and catalogs, maintains separate software systems that manage the merchandise and customer information for our customer contact centers and fulfillment functions. Our Subscription segment uses a custom-built digital platform that helps us manage merchandising functions, customer information and service, financial accounting and fulfillment of customer orders.
The product offering 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 or designed in collaboration with third-party brands. Stores average approximately 9,000 square feet of selling space.
A large portion of our merchandise is exclusive to Urban Outfitters, consisting of an assortment of products designed internally or designed in collaboration with third-party brands. Stores average approximately 8,500 square feet of selling space.
Urban Outfitters stores are located 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 stores are located 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. 2 As of January 31, 2025, we operated 255 Urban Outfitters stores, of which 187 were located in North America and 68 were located in Europe, and sold merchandise through franchisee-owned stores in the Middle East.
Our Anthropologie brand product offerings include women’s apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items, beauty and wellness and a wedding collection consisting of wedding dresses, bridesmaid dresses, party dresses, bridal accessories and decor.
Merchandise Our Anthropologie brand product offerings include women’s apparel, accessories, intimates, shoes, furniture, home decor, beauty and wellness and a bridal collection consisting of wedding dresses, bridesmaid dresses, party dresses, accessories and decor. Our Terrain brand product offerings include lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories.
All systems are fully redundant and have full disaster recovery plans either within our cloud providers or our own data centers. Competition Our Retail and Wholesale segments compete with individual and chain fashion specialty brands as well as department stores, both in stores and online, in highly competitive domestic and international markets.
Competition Our Retail and Wholesale segments compete with individual and chain fashion specialty brands as well as department stores, both in stores and online, in highly competitive domestic and international markets.
The Company is establishing new and growing existing initiatives designed to support our business and maximize our positive impact on the planet. • Invest in Circularity • Reduce Waste • Utilize Better Materials • Increase Cleaner Energy Pillar II - Respect our People : Our people are at the heart of what we do.
The Company has several initiatives within this pillar. • Invest in Circularity • Reduce Waste • Utilize Better Materials • Increase Cleaner Energy Pillar II - Respect our People : Our people are at the heart of what we do.
Our Nuuly segment includes Nuuly brand, which offers customers a more sustainable way to explore fashion through a monthly women’s apparel subscription rental service.
Our Subscription segment, formerly known as the Nuuly segment, includes the Nuuly brand, which primarily offers customers a more sustainable way to explore fashion through a monthly women’s apparel subscription rental service. We operate a Wholesale segment under the Free People, FP Movement and Urban Outfitters brands.
Our Nuuly Rent business operates in an apparel subscription rental market in which our competitors offer varying types of subscription rental models and products that may have greater appeal to consumers.
Our Subscription segment primarily operates in an apparel rental market in which our competitors offer varying types of subscription rental models and products that may have greater appeal to consumers. Our Wholesale segment competes with numerous wholesale companies on the basis of quality, price, performance and fashion of our merchandise offerings.
In 3 addition to management training programs for both newly hired and existing employees, we have a number of retention programs that offer qualitative and quantitative performance-based incentives. Merchandise Our Urban Outfitters brand offers a wide array of eclectic merchandise, including women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home products, electronics and beauty.
In 3 addition to management training programs for both newly hired and existing employees, we have a number of retention programs that offer qualitative and quantitative performance-based incentives.
Our Nuuly brand allows subscribers to rent product from a wide selection of the Company’s own brands, third-party market brands and one-of-a-kind vintage pieces.
Our Urban Outfitters brand offers a wide array of eclectic merchandise, including women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty. Our Nuuly brand allows subscribers to rent product from a wide selection of the Company’s own brands, third-party brands and one-of-a-kind vintage pieces.
In our stores, merchandise is integrated into a variety of creative vignettes and displays designed to offer our customers an entire look at a distinct lifestyle. This dynamic visual merchandising and display technique provides the connection among the store design, the merchandise and the customer.
Through creative design, much of the existing retail space is modified to incorporate a mosaic of fixtures, finishes and revealed architectural details. In our stores, merchandise is integrated into a variety of creative vignettes and displays designed to offer our customers an entire look at a distinct lifestyle.
We do not plan to open or close any locations in fiscal 2025. The Menus & Venues brand net sales accounted for less than 1.0% of consolidated net sales for fiscal 2024. Wholesale Segment The Wholesale segment includes the Free People, FP Movement and Urban Outfitters brands.
As of January 31, 2025, we operated 9 locations, all of which were located in the United States. We do not plan to open or close any locations in fiscal 2026. Menus & Venues net sales accounted for less than 1.0% of consolidated net sales for fiscal 2025.
We plan to open approximately 6 Urban Outfitters stores and close approximately 12 Urban Outfitters stores primarily due to lease expiration, globally, in fiscal 2025. We plan for future store growth to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements.
We plan for future store openings to be domestic and international, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements.
Wholesale Segment Our Wholesale segment operations are predominantly supported by our omni-channel fulfillment center in Gap, Pennsylvania, with the remainder supported by our omni-channel fulfillment center in Peterborough, England. Nuuly Segment Nuuly Rent operations are primarily conducted from a 309,000 square foot fulfillment center we lease in Bristol, Pennsylvania.
We also lease 421,000 square feet of adjacent space within this facility through the end of fiscal 2026; and • 309,000 square foot fulfillment center we lease in Bristol, Pennsylvania. Wholesale Segment Our Wholesale segment operations are predominantly supported by our omni-channel fulfillment centers in Gap, Pennsylvania and Peterborough, England. Information Systems.
In fiscal 2024 we entered into a lease for a 604,000 square foot fulfillment center located in Raymore, Missouri, which commenced operations in the first quarter of fiscal 2025. 5 Information Systems.
Subscription Segment Our Subscription segment operations are supported by the following facilities which fulfill subscription rental orders for the Nuuly brand: • 604,000 square foot fulfillment center we lease in Raymore, Missouri, which commenced operations in the first quarter of fiscal 2025.
Nuuly Rent uses a custom-built digital platform that helps us manage merchandising functions, customer information and service, financial accounting and fulfillment of customer orders. We host digital and business applications across cloud infrastructure as well as have our own fully redundant data centers, located at our home offices in the Philadelphia Navy Yard and at our Reno fulfillment center.
We host digital and business applications across cloud infrastructure as well as have our own fully redundant data centers, located at our home offices in the Philadelphia Navy Yard and at our Reno fulfillment center. All systems are fully redundant and have full disaster recovery plans either within our cloud providers or our own data centers.
Essential components of the ambiance of each store may include playing music that appeals to our target customers, using unique signage and employing a staff that understands and identifies with the target customer. Our Urban Outfitters, Anthropologie and Free People stores are primarily located in upscale street locations, free-standing locations, enclosed malls and specialty centers.
This dynamic visual merchandising and display technique provides the connection among the store design, the merchandise and the customer. Essential components of the ambiance of each store may include playing music that appeals to our target customers, using unique signage and employing a staff that understands and identifies with the target customer.
European Retail segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2024. Menus & Venues. The Menus & Venues brand focuses on a dining and event experience that provides excellence in food, beverage and service. As of January 31, 2024, we operated 9 locations, all of which were located in the United States.
Urban Outfitters’ North American Retail segment net sales accounted for approximately 14.3% of consolidated net sales for fiscal 2025. European Retail segment net sales accounted for approximately 7.9% of consolidated net sales for fiscal 2025. Menus & Venues. Menus & Venues focuses on a dining and event experience that provides excellence in food, beverage and service.
Store Environment We create a unified environment in our stores that establishes an emotional bond with the customer. Every element of the environment is tailored to the aesthetic preferences of our target customers. Through creative design, much of the existing retail space is modified to incorporate a mosaic of fixtures, finishes and revealed architectural details.
Our Wholesale segment net sales accounted for approximately 5.0% of consolidated net sales for fiscal 2025. Store Environment We create a unified environment in our stores that establishes an emotional bond with the customer. Every element of the environment is tailored to the aesthetic preferences of our target customers.
Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, social media and third-party digital platforms, websites and mobile applications. We have established a reputation with these young adults, who are culturally sophisticated, self-expressive and actively engaged with their peer group.
European Retail segment net sales accounted for approximately 1.0% of consolidated net sales for fiscal 2025. Urban Outfitters. Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, social media and third-party digital platforms, websites and mobile applications.
The Company has a suite of Employee Resource Groups (“ERGs”) that enable employees to network, find mentors and sponsors and share their ideas and passions with the executive team and the Company community at large.
The Company has a suite of Employee Resource Groups (“ERGs”) built around supporting our corporate values. ERGs provide professional development opportunities, enable employees to network, find mentors and sponsors, and help build community at our home office.
The lease commenced in fiscal 2022 and expired in fiscal 2024. Our European Retail segment operations are supported by a 400,000 square foot omni-channel fulfillment center we own in Peterborough, England. The facility became fully operational during fiscal 2022, at which point we exited our existing distribution and fulfillment centers in Rushden, England.
Our European Retail segment operations are supported by a 400,000 square foot omni-channel fulfillment center we own in Peterborough, England. Additionally, in fiscal 2025, we began utilizing a third-party logistics provider in the Netherlands to receive and distribute merchandise.
The Anthropologie brand’s unique and eclectic internally designed and third-party brand product assortment includes women’s apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness. The brand also has a wedding collection consisting of wedding, bridesmaid and party dresses, bridal accessories and decor.
The Anthropologie brand tailors its merchandise and inviting store environment to sophisticated and contemporary women aged 28 to 45. The Anthropologie brand’s unique and eclectic internally designed and third-party brand product assortment includes women’s apparel, accessories, intimates, shoes, furniture, home decor and beauty and wellness.
As of January 31, 2024, we operated 198 Free People stores, of which 183 were located in the United States, 3 were located in Canada and 12 were located in Europe. Of the 198 Free People stores open as of January 31, 2024, 38 were FP Movement stores, all located in the United States.
Of the 230 Free People stores open as of January 31, 2025, 63 were FP Movement brand stores, all located in the United States. Our stores are located in enclosed malls, upscale street locations and specialty centers.
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For example, our fiscal 2024 ended on January 31, 2024. As used in this document, unless otherwise defined, "Anthropologie" refers to our Anthropologie and Terrain brands and "Free People" refers to our Free People and FP Movement brands.
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For example, our fiscal 2025 ended on January 31, 2025.
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As of January 31, 2024, we operated 262 Urban Outfitters stores, of which 179 were located in the United States, 17 were located in Canada and 66 were located in Europe, and sold merchandise through franchisee-owned stores in the Middle East.
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The FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials. FP Movement brand retail stores average approximately 1,500 square feet of selling space. As of January 31, 2025, we operated 230 Free People stores, of which 219 were located in North America and 11 were located in Europe.
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Urban Outfitters’ North American Retail segment net sales accounted for approximately 17.7% of consolidated net sales for fiscal 2024. European Retail segment net sales accounted for approximately 8.2% of consolidated net sales for fiscal 2024. Anthropologie. The Anthropologie brand tailors its merchandise and inviting store environment to sophisticated and contemporary women aged 28 to 45.
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We have established a reputation with these young adults, who are culturally sophisticated, self-expressive and actively engaged with their peer group. The product offering includes women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, our operations outside of the United States may cause greater volatility in our effective tax rate. The Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (“Pillar Two").
Biggest changeChanges in any of those factors could affect our tax obligations (including the cost of compliance) and our effective tax rate, which could adversely affect our net income. In addition, our operations outside of the United States may cause greater volatility in our effective tax rate.
There is no assurance that we will be able to continue to successfully maintain or expand our digital sales channels and respond to shifting consumer traffic patterns and digital buying trends. Our inability to adequately respond to 9 these risks and uncertainties or successfully maintain and expand our digital business could have an adverse impact on our results of operations.
There is no assurance that we will be able to continue to successfully maintain or expand our digital sales channels and respond to shifting consumer traffic patterns and digital buying trends. Our inability to 9 adequately respond to these risks and uncertainties or successfully maintain and expand our digital business could have an adverse impact on our results of operations.
To the extent that our vendors are located overseas or, in the case of third-party vendors, rely on overseas sources for a large portion of their products, the following risks may adversely impact our business: • Any event causing a disruption of imports, including the imposition of increased security or regulatory requirements applicable to imported goods, war, public health concerns (including COVID-19), acts of terrorism, natural disasters and port security considerations or labor disputes; • New initiatives may be proposed that may have an impact on the trading status of certain countries and may include retaliatory duties or other trade sanctions that, if enacted, could increase the cost of products purchased from suppliers in such countries or restrict the importation of products from such countries; • Changes to U.S. and foreign trade policies, including the enactment of tariffs, border adjustment taxes, changes resulting from Brexit or increases in duties or quotas applicable to the products we sell that could increase the cost and reduce the supply of products available to us; • Impacts of the war between Russia and Ukraine, the related sanctions imposed by the United States, the European Union, United Kingdom and others, and the conflict in the Middle East which could result in delays in shipments through the region and additional transportation costs; • Changes resulting from the United States-Mexico-Canada Agreement (USMCA); • Significant labor issues, such as strikes or shortage of workers to manage inbound vessels at any of our ports in the United States or abroad, which could make it difficult or impossible for us to bring foreign-sourced products into the United States; • Financial or political instability in any of the countries in which the products we purchase are manufactured, if the instability affects the production or export of merchandise from those countries; • A significant disruption in the supply of the fabrics or raw materials used by our vendors in the manufacture of our products, as our vendors may not be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all; • Fluctuation in the prices of raw materials, such as cotton and synthetic fabrics, as increases in such costs can increase the cost of merchandise and potentially lead to reduced consumer demand or reduced margins; 10 • The shortage of transportation capacity (such as the availability of inbound ocean containers and vessels, cargo space for inbound airplanes, and trucks to transport products from ports to our distribution facilities) can result in transportation cost premiums and also delay delivery of merchandise to our distribution facilities leading to an increase in markdowns both of which can adversely affect our gross profit; • The cost of fuel is a significant component in transportation costs; therefore, increases in petroleum prices can adversely affect our gross profit; • Increased regulation related to environmental costs, such as carbon taxes and emissions management systems, which could adversely affect our costs of doing business, including utility, transportation and logistics costs; and • Decreases in the value of the U.S. dollar relative to foreign currencies could increase the cost of products we purchase from overseas vendors.
To the extent that our vendors are located overseas or, in the case of third-party vendors, rely on overseas sources for a large portion of their products, the following risks may adversely impact our business: • Any event causing a disruption of imports, including the imposition of increased security or regulatory requirements applicable to imported goods, war, public health concerns, acts of terrorism, natural disasters and port security considerations or labor disputes; • New initiatives may be proposed that may have an impact on the trading status of certain countries and may include retaliatory duties, tariffs or other trade sanctions that, if enacted, could increase the cost of products purchased from suppliers in such countries or restrict the importation of products from such countries; • Changes to U.S. and foreign trade policies, including the enactment of tariffs (such as reciprocal tariffs), border adjustment taxes, changes resulting from Brexit or increases in duties or quotas applicable to the products we sell that could increase the cost and reduce the supply of products available to us; • Impacts of the war between Russia and Ukraine, the related sanctions imposed by the United States, the European Union, United Kingdom and others, and the conflict in the Middle East which could result in delays in shipments through the region and additional transportation costs; • Changes resulting from the United States-Mexico-Canada Agreement (USMCA); • Significant labor issues, such as strikes or shortage of workers to manage inbound vessels at any of our ports in the United States or abroad, which could make it difficult or impossible for us to bring foreign-sourced products into the United States; • Financial or political instability in any of the countries in which the products we purchase are manufactured, if the instability affects the production or export of merchandise from those countries; • A significant disruption in the supply of the fabrics or raw materials used by our vendors in the manufacture of our products, as our vendors may not be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all; • Fluctuation in the prices of raw materials, such as cotton and synthetic fabrics, as increases in such costs can increase the cost of merchandise and potentially lead to reduced consumer demand or reduced margins; 10 • The shortage of transportation capacity (such as the availability of inbound ocean containers and vessels, cargo space for inbound airplanes, and trucks to transport products from ports to our distribution facilities) can result in transportation cost premiums and also delay delivery of merchandise to our distribution facilities leading to an increase in markdowns both of which can adversely affect our gross profit; • The cost of fuel is a significant component in transportation costs; therefore, increases in petroleum prices can adversely affect our gross profit; • Increased regulation related to environmental costs, such as carbon taxes and emissions management systems, which could adversely affect our costs of doing business, including utility, transportation and logistics costs; and • Decreases in the value of the U.S. dollar relative to foreign currencies could increase the cost of products we purchase from overseas vendors.
Labor shortages and increased employee turnover could also increase our labor costs. This in turn could lead us to increase prices, and if customers respond negatively to such price increases, could adversely impact our sales, gross margin and operating income. We are also subject to risks related to other store and distribution and 14 fulfillment center expenses and operational costs.
Labor shortages and increased employee turnover could also increase our labor costs. This in turn could lead us to increase prices, and if customers respond negatively to such price increases, could adversely impact our sales, gross margin and operating income. We are also subject to risks related to other store and distribution and fulfillment center expenses and operational costs.
We may also encounter jurisdictions in which one or more third parties have a pre-existing trademark registration. This may prevent us from registering our own marks in those jurisdiction, and could adversely affect our ability to effectively operate our business or market certain products.
We may also encounter jurisdictions in which one or more third parties have a pre-existing trademark registration. This may prevent us from registering our own marks in those jurisdictions and could adversely affect our ability to effectively operate our business or market certain products.
Any of these effects, among others, could materially adversely affect our business, results of operations, and financial condition. We may not be successful in introducing additional store concepts or brands. We may, from time to time, seek to develop and introduce new concepts or brands in addition to our established brands.
Any of these effects, among others, could materially adversely affect our business, results of operations, and financial condition. 12 We may not be successful in introducing additional store concepts or brands. We may, from time to time, seek to develop and introduce new concepts or brands in addition to our established brands.
Additional legal and regulatory requirements (such as the “conflict minerals” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection 16 Act of 2010), and the fact that foreign laws occasionally conflict with domestic laws, have increased the complexity of the regulatory environment and the cost of compliance.
Additional legal and regulatory requirements (such as the “conflict minerals” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010), and the fact that foreign laws occasionally conflict with domestic laws, have increased the complexity of the regulatory environment and the cost of compliance.
In addition, we could be at a competitive disadvantage if we are unable to leverage data analytics to obtain timely customer insights to appropriately respond to customer demands. Compared to our Retail and Nuuly segments, our Wholesale segment is more sensitive to changes in fashion trends because of longer lead times in the manufacturing and sale of its apparel.
In addition, we could be at a competitive disadvantage if we are unable to leverage data analytics to obtain timely customer insights to appropriately respond to customer demands. Compared to our Retail and Subscription segments, our Wholesale segment is more sensitive to changes in fashion trends because of longer lead times in the manufacturing and sale of its apparel.
Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in our prices to customers, our profitability may decline. Damage or disruption to our distribution or fulfillment centers could have material adverse effects on our operations. We operate multiple distribution and fulfillment centers worldwide to support our Retail, Wholesale and Nuuly segments.
Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in our prices to customers, our profitability may decline. Damage or disruption to our distribution or fulfillment centers could have material adverse effects on our operations. We operate multiple distribution and fulfillment centers worldwide to support our Retail, Subscription and Wholesale segments.
Any increase in the cost of our labor could have an adverse effect on our operating results, financial condition and results of operations.
Any 14 increase in the cost of our labor could have an adverse effect on our operating results, financial condition and results of operations.
Our Anthropologie and Free People 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. Additionally, the internet and other technologies facilitate competitive entry and comparison shopping in our Retail and Nuuly segments.
Our Anthropologie and Free People 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. Additionally, the internet and other technologies facilitate competitive entry and comparison shopping in our Retail and Subscription segments.
Damage to, or disruption of the operations at, any of these centers due to work stoppages, system failures, accidents, economic conditions, severe weather or natural disasters, including as a result of climate change, demographic and population changes, health epidemics and pandemics (such as COVID-19), as well as other unforeseen events and circumstances could have a material adverse effect on our financial condition, results of operations or cash flows.
Damage to, or disruption of the operations at, any of these centers due to work stoppages, system failures, accidents, economic conditions, severe weather or natural disasters, including as a result of climate change, demographic and population changes, health epidemics and pandemics, as well as other unforeseen events and circumstances could have a material adverse effect on our financial condition, results of operations or cash flows.
Our Nuuly Rent business operates in an apparel subscription rental market in which our competitors offer varying types of subscription rental models and products that may have greater appeal to consumers.
Our Nuuly subscription business primarily operates in an apparel subscription rental market in which our competitors offer varying types of subscription rental models and products that may have greater appeal to consumers.
Any such loss or lack of timely access to these funds could adversely impact our short-term liquidity and operations. Strategic Risks We may not be successful in expanding our business, executing our omni-channel strategy, opening new retail stores or extending our existing store leases. The retail environment is rapidly evolving with customer shopping preferences continuing to shift to digital channels.
Any such loss or lack of timely access to these funds could adversely impact our short-term liquidity and operations. Strategic Risks We may not be successful in expanding our business, executing our omni-channel strategy, opening new retail stores or extending our existing store leases. The retail environment is rapidly evolving with customer shopping preferences continuing to change.
Further, because many of our corporate and showroom employees are maintaining hybrid office and remote work schedules, our business may be more vulnerable to cybersecurity breach attempts due to offsite working by employees, increased use of public Wi-Fi and use of office equipment off premises.
Further, because many of our corporate and showroom employees maintain hybrid office and remote work schedules, our business may be more vulnerable to cybersecurity breach attempts due to offsite working by employees, increased use of public Wi-Fi and use of office equipment off premises.
As omni-channel retailing continues to grow and evolve, our customers increasingly interact with our brands through a variety of media, including smart phones and tablets, and expect seamless integration across all touchpoints. Our success depends on our ability to introduce innovative means of engaging our customers and our ability to respond to shifting consumer traffic patterns and digital buying trends.
As omni-channel retailing continues to grow and evolve, our customers increasingly interact with our brands through smartphones, tablets and a variety of media, and expect seamless integration across all touchpoints. Our success depends on our ability to introduce innovative means of engaging our customers and our ability to respond to shifting consumer traffic patterns and digital buying trends.
Additionally, our ability to conduct business internationally may be adversely impacted by political, economic, and public health risks (such as the COVID-19 pandemic), as well as the global economy. Any challenges that we encounter as we expand internationally may divert financial, operational and managerial resources from our existing operations, which could adversely impact our financial condition and results of operations.
Additionally, our ability to conduct business internationally may be adversely impacted by political, economic, and public health risks, as well as the global economy. Any challenges that we encounter as we expand internationally may divert financial, operational and managerial resources from our existing operations, which could adversely impact our financial condition and results of operations.
Although we are unable to predict when and how additional changes will be enacted into law in countries in which we operate, it is possible that its implementation, including the global minimum corporate tax rate, may have an adverse impact on our effective tax rates. We are subject to numerous regulations and legal matters that could adversely affect our business.
Although we are unable to predict when and how additional changes will be enacted into law in countries in which we operate, it is possible the implementation, including the global minimum corporate tax rate, may have an adverse impact on our tax obligations and effective tax rates in future years. 16 We are subject to numerous regulations and legal matters that could adversely affect our business.
Certain events, such as the uncertainty as to the on-going hostilities in Ukraine and the Middle East, the COVID-19 pandemic and uncertainty with respect to trade policies, tariffs and government regulations affecting trade between the U.S. and other countries, have increased global economic and political uncertainty in recent years and could result in volatility of foreign currency exchange rates as these events develop.
Certain events, such as the uncertainty as to the on-going hostilities in Ukraine and the Middle East and uncertainty with respect to trade policies, tariffs (such as retaliatory or reciprocal tariffs) and government regulations affecting trade between the U.S. and other countries, have increased global economic and political uncertainty in recent years and could result in volatility of foreign currency exchange rates as these events develop.
If our third-party vendors fail to comply with our social compliance program, our reputation may be adversely affected. Various governing bodies and regulators are increasingly focused on Environmental, Social and Governance ("ESG") matters and related disclosures.
If our third-party vendors fail to comply with our social compliance program, our reputation may be adversely affected. Various governing bodies and regulators have been focused on Environmental, Social and Governance ("ESG") matters and related disclosures.
While it is uncertain whether the U.S. will enact legislation to adopt the minimum tax directive, several countries in which we operate have enacted tax legislation with proposals from the Pillar Two framework with an effective date beginning in fiscal 2025 and certain remaining impacts to be effective beginning in fiscal 2026.
While it is uncertain whether the U.S. will enact legislation to adopt Pillar Two, several countries in which we operate have enacted Pillar Two legislation with an effective date beginning in fiscal 2025 and certain remaining impacts to be effective beginning in fiscal 2026.
A number of factors influence our effective income tax rate, including changes in tax law, tax treaties, interpretation of existing laws, changes in generally accepted accounting principles and related accounting pronouncements, and our ability to sustain our reporting positions on examination. Changes in any of those factors could change our effective tax rate, which could adversely affect our net income.
A number of factors influence our effective income tax rate, including changes in tax law, tax treaties, interpretation of existing laws, changes in generally accepted accounting principles and related accounting pronouncements, and our ability to sustain our reporting positions on examination.
Although we have not experienced any interruptions or shutdowns of our systems for any material length of time for the reasons described above, such disruptions could lead to delays in our business operations and, if significant, affect our sales and profitability. 13 If we are unable to safeguard against security breaches with respect to our information technology systems, our business and our reputation may be adversely affected.
Although we have not experienced any interruptions or shutdowns of our systems for any material length of time for the reasons described above, such disruptions could lead to delays in our business operations and, if significant, affect our sales and profitability.
Although we have implemented systems and procedures that are designed to protect customer, employee, vendor and Company information, prevent data loss and other security breaches, and otherwise identify, assess, and analyze cybersecurity risks, these measures may not be effective.
Although we have implemented systems and procedures that are designed to protect customer, employee, vendor and Company information, prevent data loss and other security breaches, and otherwise identify, assess, and analyze cybersecurity risks, these measures may not be effective. 13 Development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures increase and become more sophisticated.
During the course of business, we obtain and transmit confidential customer, employee, vendor and Company information through our information technology systems. The protection of customer, employee, vendor and Company data is critical.
If we are unable to safeguard against security breaches with respect to our information technology systems, our business and our reputation may be adversely affected. During the course of business, we obtain and transmit confidential customer, employee, vendor and Company information through our information technology systems. The protection of customer, employee, vendor and Company data is critical.
See Item 1C: Cybersecurity for further discussion. We depend on key personnel and may not be able to retain or replace these employees or recruit additional qualified personnel, which could adversely impact our business.
Any problems with our implementation or use of AI or other technological advancements could negatively impact our business or results of our operations. We depend on key personnel and may not be able to retain or replace these employees or recruit additional qualified personnel, which could adversely impact our business.
Violations of these laws could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results. The United Kingdom withdrew as a member of the European Union, commonly referred to as “Brexit,” effective January 31, 2020.
Violations of these laws could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results.
In December 2020, the United Kingdom and the European Union entered into an agreement that defines their future relationship, including terms of trade, which resulted in new tariffs on foreign produced goods imported into the United Kingdom and required additional administrative effort to import and export goods, adding friction and cost to transportation.
The United Kingdom's withdrawal as a member of the European Union, commonly referred to as “Brexit,” resulted in new tariffs on foreign produced goods imported into the United Kingdom and required additional administrative effort to import and export goods, adding friction and cost to transportation. Other countries in which we do business may adopt similar provisions.
These developments have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting ESG-related requirements and expectations.
This has resulted in, and may continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting ESG-related requirements and expectations. For example, developing and acting on ESG-related initiatives, including design, sourcing and operations decisions, and collecting, measuring and reporting 15 ESG-related information and metrics can be costly, difficult and time-consuming.
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Brexit could also result in similar 12 referenda or votes in other European countries in which we do business. The United Kingdom’s withdrawal could adversely impact consumer and shareholder confidence, particularly in the United Kingdom, and the level of consumer purchases of discretionary items and retail products, including our products.
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See Item 1C: Cybersecurity for further discussion. If we fail to effectively utilize technological advancements, including in artificial intelligence, our business and financial performance could be negatively impacted. Our industry is highly competitive and is undergoing rapid changes due to technological advancements in areas such as artificial intelligence (AI), data analytics and machine learning.
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Development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures increase and become more sophisticated.
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Our future success depends in part on our ability to effectively utilize these technological advancements. Our competitors may outpace us in incorporating AI into their business and engagement with customers, which could adversely affect our competitiveness and operational outcomes.
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In addition, this period of uncertainty could result in an increase in phishing and other scams, fraud, money laundering, theft and other criminal activity.
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Our efforts to utilize these technological advancements may not be successful, may result in substantial integration and maintenance costs and may expose us to additional risks. Personal data within any dataset, collected from our business, is vulnerable to unintentional dissemination or intentional destruction, which could lead to heightened business and security costs, reputational damage, administrative penalties or legal expenses.
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For example, developing and acting on ESG-related initiatives, including design, sourcing and operations decisions, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time-consuming and is subject to evolving reporting standards, including "The Enhancement and Standardization of Climate-Related Disclosures for Investors" issued by the SEC on March 6, 2024, the Corporate Sustainability Reporting Directive ("CSRD") issued by the European Commission on December 22, 2023, and Senate Bill (SB) 253 "Climate Corporate Data Accountability Act" and SB 261 "Greenhouse gases; climate-related financial risk" issued by the State of California on October 7, 2023. 15 If we fail to meet our global environmental and sustainability goals or if such goals do not meet the expectations of our customers or shareholders, our reputation could be adversely affected, which could adversely affect our business, financial performance and growth.
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The content, analyses or recommendations generated by AI, if deficient, inaccurate or biased, could adversely impact our business, financial condition and operational results, as well as our reputation. Moreover, ethical concerns associated with AI could lead to brand damage, competitive disadvantages or legal repercussions.
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We have performed an initial assessment of the potential impact to income taxes as a result of Pillar Two based on the most recent tax filings, country-by-country reporting, and financial statements of affected subsidiaries. We continue to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two in the non-US tax jurisdictions in which we operate.
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These ESG initiatives are subject to evolving regulatory requirements, including the potential adoption of new laws or regulations, and changes in the interpretation of existing laws or regulations.
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If we fail to meet our global environmental and sustainability goals or if such goals do not meet the expectations of our customers or shareholders, our reputation could be adversely affected, which could adversely affect our business, financial performance and growth.
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The Organization for Economic Cooperation and Development (“OECD”) has issued model rules for the establishment of a global minimum tax rate of 15% (“Pillar Two"). The OECD has also issued initial administrative guidance and safe harbor rules around the implementation of Pillar Two, with additional guidance forthcoming.
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We currently do not expect that Pillar Two will have a significant impact on our fiscal 2026 consolidated financial statements but will continue to monitor the potential impact of these legislative changes, future legislation and additional guidance.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company's Global Data Privacy Officer also reports to the Audit Committee at least quarterly and provides the Audit Committee with updates regarding the Company's data privacy environment. We also have a Chief Information Security Officer who reports to the Audit Committee at least annually regarding the Company's data security environment.
Biggest changeThe Company's Global Data Privacy Officer reports to the Audit Committee at least quarterly and provides the Audit Committee with updates regarding the Company's data privacy environment. We also have a Chief Information Security Officer who provides quarterly updates to management and reports to the Audit Committee at least annually regarding the Company's data security environment.
In the event of a data breach, the Company is committed to notifying 17 impacted customers and/or appropriate government entities in accordance with applicable law without unreasonable delay and in all events within the time period specified by applicable law. The Company plans to use reasonable, cost effective, and secure methods for notifications in the event of a data breach.
In the event of a data breach, the Company is committed to notifying impacted customers and/or appropriate government entities in accordance with applicable law without unreasonable delay and in all events within the time period specified by applicable law. The Company plans to use reasonable, cost effective, and secure methods for notifications in the event of a data breach.
In addition, the Company employs third party penetration testers to identify potential security weaknesses for evaluation and remediation. We also partner with government organizations and industry associations to share intelligence and quickly respond to emergent threats.
In addition, the Company employs third party penetration testers to identify potential security weaknesses for evaluation and 17 remediation. We also partner with government organizations and industry associations to share intelligence and quickly respond to emergent threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn fiscal 2024 we entered into a lease for a 604,000 square foot fulfillment center located in Raymore, Missouri, which commenced operations in the first quarter of fiscal 2025. The lease is set to expire in fiscal 2039 and includes options to renew for up to an additional ten years.
Biggest changeThe lease is set to expire in January 2039, and we have the option to renew for up to an additional ten years. We also lease 421,000 square feet of adjacent space within this facility through the end of fiscal 2026; and • 309,000 square foot fulfillment center we lease in Bristol, Pennsylvania.
Improvements in recent years, as described in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources, were necessary to adequately support our growth. We believe that our centers are well maintained and in good operating condition. 18 Retail Locations. All of our retail locations are leased, well maintained and in good operating condition.
Improvements in recent years, as described in Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources, were necessary to adequately support our growth. We believe that our centers are well maintained and in good operating condition. Retail Locations. All of our retail locations are leased, well maintained and in good operating condition.
The primarily Retail segment facilities that support our North America Retail segment operations are: • 1,000,000 square foot omni-channel fulfillment center we own in Gap, Pennsylvania; • 291,000 square foot distribution center we own in Gap, Pennsylvania; • 956,000 square foot fulfillment center we own in Indiana, Pennsylvania; • 880,000 square foot omni-channel fulfillment center we own in Kansas City, Kansas; • 463,000 square foot fulfillment center we own in Reno, Nevada; and • 214,500 square foot distribution center we lease in Reno, Nevada, which is set to expire in June 2027, and we have the option to renew for up to an additional twenty years.
The primarily Retail segment facilities that support our North America Retail segment operations are as follows: • 1,000,000 square foot omni-channel fulfillment center we own in Gap, Pennsylvania; • 291,000 square foot distribution center we own in Gap, Pennsylvania; • 956,000 square foot omni-channel fulfillment center we own in Indiana, Pennsylvania; • 880,000 square foot omni-channel fulfillment center we own in Kansas City, Kansas; • 463,000 square foot fulfillment center we own in Reno, Nevada; and • 214,500 square foot distribution center we lease in Reno, Nevada, which is set to expire in June 2027, and we have the option to renew for up to an additional twenty years.
Wholesale Showrooms. In addition to the stores listed above, the Wholesale segment operates sales and showroom facilities in Dallas, Los Angeles, London and New York City that are leased through 2024, 2026, 2029, and 2033, respectively.
Wholesale Showrooms. In addition to the stores listed above, the Wholesale segment operates sales and showroom facilities in Dallas, Los Angeles, London and New York City that are leased through 2025, 2026, 2029, and 2033, respectively.
The average store selling square feet is approximately 9,000 for Urban Outfitters, 8,000 for Anthropologie and 2,000 for Free People (including 1,000 for FP Movement). Selling square feet can sometimes change due to factors such as floor moves, use of staircases and cash register configuration.
The average store selling square feet is approximately 8,500 for Urban Outfitters, 7,500 for Anthropologie, 2,300 for the Free People brand and 1,500 for the FP Movement brand. Selling square feet can sometimes change due to factors such as floor moves, use of staircases and cash register configuration.
The term of this lease is set to expire in July 2029, and we have the option to renew for up to an additional 10 years. Distribution . We operate multiple distribution and fulfillment centers worldwide to support our Retail, Wholesale and Nuuly segments in the United States, Europe and Canada.
The term of this lease is set to expire in July 2029, and we have the option to renew for up to an additional 10 years. Distribution . We operate multiple distribution and fulfillment centers worldwide to support our Retail, Subscription and Wholesale segments in North America and Europe.
Our retail locations generally have initial lease terms of five to fifteen years with renewal options for an additional five to ten years. Total estimated selling square feet for locations open, under lease as of January 31, 2024, by Urban Outfitters, Anthropologie and Free People was approximately 2,263,000, 1,810,000, and 411,000, respectively.
Our retail locations generally have initial lease terms of five to fifteen years with renewal options for an additional five to ten years. Total estimated selling square feet for locations open, under lease as of January 31, 2025, by Urban Outfitters, Anthropologie, Free People brand and FP Movement brand was approximately 2,161,000, 1,796,000, 380,000 and 92,000, respectively.
The following table shows the location of each of our existing retail locations, as of January 31, 2024: Urban Outfitters Anthropologie Free People Menus & Venues Total United States 179 209 183 9 580 Canada 17 9 3 — 29 Europe 66 19 12 — 97 Total Company-Owned Stores 262 237 198 9 706 Franchisee-Owned Stores (1) 7 2 — — 9 Total URBN 269 239 198 9 715 (1) Located in the Middle East.
The following table shows the location of each of our existing retail locations, as of January 31, 2025: Urban Outfitters Anthropologie Free People Brand FP Movement Brand Menus & Venues Total North America 187 222 156 63 9 637 Europe 68 17 11 — — 96 Total Company-Owned Stores 255 239 167 63 9 733 Franchisee-Owned Stores (1) 7 2 — — — 9 Total URBN 262 241 167 63 9 742 (1) Located in the Middle East.
Our European Retail segment operations are supported by a 400,000 square foot omni-channel fulfillment center we own in Peterborough, England. The facility became fully operational during fiscal 2022, at which point we exited our existing distribution and fulfillment centers in Rushden, England.
Our European Retail segment operations are supported by a 400,000 square foot omni-channel fulfillment center we own in Peterborough, England. Additionally, in fiscal 2025, we began utilizing a third-party logistics provider in the Netherlands to receive and distribute merchandise.
Wholesale Segment Our Wholesale segment operations are predominantly supported by our omni-channel fulfillment center in Gap, Pennsylvania, with the remainder supported by our omni-channel fulfillment center in Peterborough, England.
The lease is set to expire in July 2034, and we have the option to renew for up to an additional ten years. 18 Wholesale Segment Our Wholesale segment operations are predominantly supported by our omni-channel fulfillment centers in Gap, Pennsylvania and Peterborough, England.
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To support North America Retail segment customer demand until the omni-channel fulfillment center in Kansas City, Kansas was operational, we leased a 401,000 square foot fulfillment center located in Kansas City, Missouri. The lease commenced in fiscal 2022 and expired in fiscal 2024.
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Subscription Segment Our Subscription segment operations are supported by the following facilities which fulfill subscription rental orders for the Nuuly brand: • 604,000 square foot fulfillment center we lease in Raymore, Missouri, which commenced operations in the first quarter of fiscal 2025.
Removed
Nuuly Segment Nuuly Rent operations are primarily conducted from a 309,000 square foot fulfillment center we lease in Bristol, Pennsylvania, which is set to expire in July 2034 with options to renew for up to an additional ten years.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeBase Period Jan-19 INDEXED RETURNS Years Ended Company/Market/Peer Group Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 Urban Outfitters, Inc. $ 100.00 $ 79.26 $ 84.92 $ 88.92 $ 84.80 $ 117.65 S&P 500 $ 100.00 $ 121.68 $ 142.67 $ 175.90 $ 161.44 $ 195.05 S&P 500 Apparel Retail $ 100.00 $ 108.07 $ 118.43 $ 127.28 $ 140.37 $ 170.28 20 Item 6.
Biggest changeBase Period Jan-20 INDEXED RETURNS Years Ended Company/Market/Peer Group Jan-21 Jan-22 Jan-23 Jan-24 Jan-25 Urban Outfitters, Inc. $ 100.00 $ 107.15 $ 112.19 $ 106.99 $ 148.44 $ 216.48 S&P 500 $ 100.00 $ 117.25 $ 144.56 $ 132.67 $ 160.29 $ 202.58 S&P 500 Apparel Retail $ 100.00 $ 109.59 $ 117.78 $ 129.89 $ 157.57 $ 205.34 20 Item 6.
Stock Performance The following graph 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 January 31, 2019 and ending January 31, 2024, assuming the reinvestment of any dividends and assuming an initial investment of $100 in each.
Stock Performance The following graph 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 January 31, 2020, and ending January 31, 2025, assuming the reinvestment of any dividends and assuming an initial investment of $100 in each.
Item 5. Market for Registrant’s Common Equity, Related Sha reholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares are traded on the NASDAQ Global Select Market under the symbol “URBN.” Holders of Record On March 25, 2024, there were 79 holders of record of our common shares.
Item 5. Market for Registrant’s Common Equity, Related Sha reholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares are traded on the NASDAQ Global Select Market under the symbol “URBN.” Holders of Record On March 25, 2025, there were 75 holders of record of our common shares.
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Additional information about our equity compensation plans is incorporated herein by reference to Item 12 of this Annual Report on Form 10-K.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeStore data for fiscal 2024 was as follows: January 31, 2023 Stores Opened Stores Closed January 31, 2024 Urban Outfitters United States 183 1 (5 ) 179 Canada 18 1 (2 ) 17 Europe 62 5 (1 ) 66 Urban Outfitters Global Total 263 7 (8 ) 262 Anthropologie United States 207 7 (5 ) 209 Canada 10 — (1 ) 9 Europe 21 — (2 ) 19 Anthropologie Global Total 238 7 (8 ) 237 Free People United States (1) 174 10 (1 ) 183 Canada 3 — — 3 Europe 11 1 — 12 Free People Global Total 188 11 (1 ) 198 Menus & Venues (2) United States 11 1 (3 ) 9 Menus & Venues Total 11 1 (3 ) 9 Total Company-Owned Stores 700 26 (20 ) 706 Franchisee-Owned Stores (3) 8 1 — 9 Total URBN 708 27 (20 ) 715 (1) Seven FP Movement stores were opened during the year ended January 31, 2024.
Biggest changeStore data for fiscal 2025 was as follows: January 31, Stores Stores January 31, 2024 Opened Closed 2025 Urban Outfitters North America 196 3 (12 ) 187 Europe 66 4 (2 ) 68 Urban Outfitters Global Total 262 7 (14 ) 255 Anthropologie North America 218 13 (9 ) 222 Europe 19 — (2 ) 17 Anthropologie Global Total 237 13 (11 ) 239 Free People Free People Brand North America 148 12 (4 ) 156 Europe 12 — (1 ) 11 Free People Brand Global Total 160 12 (5 ) 167 FP Movement Brand (1) 38 25 — 63 Free People Global Total 198 37 (5 ) 230 Menus & Venues (2) 9 — — 9 Total Company-Owned Stores 706 57 (30 ) 733 Franchisee-Owned Stores (3) 9 — — 9 Total URBN 715 57 (30 ) 742 (1) FP Movement brand stores are all located in North America.
We monitor Retail segment metrics including customer traffic, conversion rates, average units per transaction at our stores and on our websites and mobile applications. We also monitor average unit selling price and transactions at our stores and average order value on our websites and mobile applications.
We monitor Retail segment metrics including customer traffic, conversion rates and average units per transaction at our stores and on our websites and mobile applications. We also monitor average unit selling price and transactions at our stores and average order value on our websites and mobile applications.
The increase in our Retail segment net sales during fiscal 2024 was due to an increase of $214.7 million, or 5.0%, in Retail segment comparable net sales and an increase of $48.7 million in non-comparable net sales. Retail segment comparable net sales increased 21.4% 28 at Free People and 12.3% at Anthropologie and decreased 13.8% at Urban Outfitters.
The increase in our Retail segment net sales during fiscal 2024 was due to an increase of $214.7 million, or 5.0%, in Retail segment comparable net sales and an increase of $48.7 million in non-comparable net sales. Retail segment comparable net sales increased 21.4% at Free People and 12.3% at Anthropologie and decreased 13.8% at Urban Outfitters.
Free People 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, as well as substantially all of the Free People and FP Movement wholesale offerings.
Free People 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, as well as substantially all of the Free People and FP Movement brands' wholesale offerings.
The monthly subscription rental fee is recognized over the monthly period over which the customer's monthly subscription fee pertains. The subscription automatically renews on a monthly basis until cancelled or paused by the customer at which point the customer will not be billed for future months until the subscription is no longer on hold.
The monthly subscription rental fee is recognized over the monthly period over which the customer's monthly subscription fee pertains. The subscription automatically renews on a monthly basis until cancelled or paused by the customer at which point the customer will not be billed for future months until the subscription is no longer paused.
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 stores are located 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.
For a monthly fee, Nuuly subscribers can rent product from a wide selection of the Company’s own brands, third-party brands 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.
For a monthly fee, Nuuly subscribers can rent product from a wide selection of the Company’s own brands, third-party brands 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 rental product.
The $358.0 million increase was attributable to a $263.4 million, or 6.0%, increase in Retail segment net sales and an increase in Nuuly segment net sales of $106.2 million, or 81.9%, partially offset by a $11.6 million, or 4.6%, decrease in Wholesale segment net sales.
The $358.0 million increase was attributable to a $263.4 million, or 6.0%, increase in Retail segment net sales and an increase in Subscription segment net sales of $106.2 million, or 81.9%, partially offset by a $11.6 million, or 4.6%, decrease in Wholesale segment net sales.
Anthropologie 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 22 that markets select merchandise, most of which is also available in Anthropologie brand stores and sells merchandise through franchisee-owned stores in the Middle East.
Anthropologie 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 catalogs in North America that markets select merchandise, most of which is also available in Anthropologie brand stores and sells merchandise through franchisee-owned stores in the Middle East.
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. Subscription Fees: Revenue for Nuuly Rent is primarily generated through monthly subscription fees.
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. Subscription Fees: Revenue for the Subscription segment is primarily generated through monthly subscription fees.
We may also repurchase our 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 2025, we plan to continue our investment in these initiatives for all brands.
We may also repurchase our 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 growth and plan to continue our investment in these initiatives for all brands.
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.
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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview We operate under three reportable segments – Retail, Wholesale and Nuuly. Our Retail segment includes our Anthropologie, Free People, FP Movement and Urban Outfitters brands.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview We operate under three reportable segments – Retail, Subscription and Wholesale. Our Retail segment primarily includes our Anthropologie, Free People, FP Movement and Urban Outfitters brands.
Additionally, during fiscal 2024, the Company recorded an asset impairment charge of $6.4 million related to the write-off of "Property and equipment, net" of the Nuuly Thrift marketplace which the Company has decided to wind down in fiscal 2025.
Additionally, during fiscal 2024, the Company recorded an asset impairment charge of $6.4 million related to the write-off of "Property and equipment, net" of the Nuuly Thrift marketplace which the Company wound down in fiscal 2025.
During fiscal 2024, we recorded impairment charges for 15 retail locations, totaling $3.6 million, with a carrying value after impairment of $41.0 million related to the right-of-use assets. During fiscal 2023, we recorded impairment charges for 19 retail locations, totaling $6.4 million, with a carrying value after impairment of $49.0 million related to the right-of-use assets.
During fiscal 2023, we recorded impairment charges for 19 retail locations, totaling $6.4 million, with a carrying value after impairment of $49.0 million related to the right-of-use assets.
The increase in non-comparable net sales during fiscal 2024 was due to the impact of the 24 net new Company-owned stores and restaurants opened since the prior comparable period and the positive impact of foreign currency translation.
The increase in non-comparable net sales during fiscal 2025 was due to the impact of the 33 net new Company-owned stores and restaurants opened since the prior comparable period and the positive impact of foreign currency translation.
Excluded from the above table are tax contingencies of $24,876 because we cannot reasonably estimate in which future periods these amounts will ultimately be settled. As a result, the $24,876 liability was classified as a non-current liability in the Company’s Consolidated Balance Sheets as of January 31, 2024.
Excluded from the above table are tax contingencies of $1,280 because we cannot reasonably estimate in which future periods these amounts will ultimately be settled. As a result, the $1,280 liability was classified as a non-current liability in the Company’s Consolidated Balance Sheets as of January 31, 2025.
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 $32.0 million as of January 31, 2024 and $33.1 million as of January 31, 2023.
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 $32.5 million as of January 31, 2025, and $32.0 million as of January 31, 2024.
As of January 31, 2024 and 2023, reserves for estimated sales returns totaled $80.5 million and $70.1 million, representing 4.0% and 3.7% 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.
As of January 31, 2025, and 2024, reserves for estimated sales returns totaled $90.4 million and $80.5 million, representing 4.4% and 4.0% 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.
Free People also offers catalogs that market select merchandise, most of which is also available in our Free People stores. Free People's North American Retail segment net sales accounted for approximately 20.1% of consolidated net sales for fiscal 2024, compared to approximately 17.5% for fiscal 2023.
Free People also offers catalogs that market select merchandise, most of which is also available in our Free People stores. Free People's North American Retail segment net sales accounted for approximately 20.7% of consolidated net sales for fiscal 2025, compared to 22 approximately 20.1% for fiscal 2024.
These tables should be read in conjunction with the discussion that follows: (amounts in millions) January 31, 2024 2023 2022 Cash, cash equivalents and marketable securities $ 779.2 $ 485.5 $ 669.6 Working capital 288.3 347.3 304.3 Fiscal Year Ended January 31, 2024 2023 2022 Net cash provided by operating activities $ 509.4 $ 142.7 $ 359.3 Net cash used in investing activities (521.6 ) (32.0 ) (487.7 ) Net cash used in financing activities (12.1 ) (118.4 ) (60.3 ) The decrease in working capital at January 31, 2024, as compared to January 31, 2023, and January 31, 2022, was primarily due to the timing of disbursements and the decrease in inventory, partially offset by the net increase in cash, cash equivalents and current marketable securities.
These tables should be read in conjunction with the discussion that follows: (amounts in millions) January 31, 2025 2024 2023 Cash, cash equivalents and marketable securities $ 1,020.6 $ 779.2 $ 485.5 Working capital 417.1 288.3 347.3 Fiscal Year Ended January 31, 2025 2024 2023 Net cash provided by operating activities $ 502.8 $ 509.4 $ 142.7 Net cash used in investing activities (308.8 ) (521.6 ) (32.0 ) Net cash used in financing activities (77.1 ) (12.1 ) (118.4 ) The increase in working capital at January 31, 2025, as compared to January 31, 2024, and January 31, 2023, was primarily due to the increases in cash, cash equivalents and current marketable securities and inventory, partially offset by the timing of disbursements.
Cash Flows from Financing Activities Cash used in financing activities in fiscal 2024 was primarily related to repurchases of our common shares from employees to meet payroll tax withholding requirements on vested share-based awards.
Cash Flows from Financing Activities Cash used in financing activities in fiscal 2025 was primarily related to $52.3 million of repurchases of our common shares under our share repurchase program. Cash used in financing activities in fiscal 2024 was primarily related to repurchases of our common shares from employees to meet payroll tax withholding requirements on vested share-based awards.
Net deferred tax assets as of January 31, 2024 and January 31, 2023 totaled $46.2 million and $70.9 million, respectively, representing 1.1% and 1.9% of total assets, respectively. To the extent we believe that recovery of a deferred tax asset is at risk, we establish valuation allowances.
Net deferred tax assets as of January 31, 2025, and January 31, 2024, totaled $48.5 million and $46.2 million, respectively, representing 1.1% of total assets as of both January 31, 2025, and January 31, 2024. 26 To the extent we believe that recovery of a deferred tax asset is at risk, we establish valuation allowances.
Valuation allowances are based on evidence of our ability to generate sufficient taxable income in certain foreign and state jurisdictions. 26 In the future, if enough evidence of our ability to generate sufficient future taxable income in these jurisdictions becomes apparent, we would be required to reduce our valuation allowances, resulting in a reduction in “Income tax expense” in the Consolidated Statements of Income.
In the future, if enough evidence of our ability to generate sufficient future taxable income in these jurisdictions becomes apparent, we would be required to reduce our valuation allowances, resulting in a reduction in “Income tax expense” in the Consolidated Statements of Income.
Cash paid for property and equipment for fiscal 2024, 2023 and 2022 was $199.6 million, $199.5 million and $262.4 million, respectively, which was primarily used to expand our fulfillment center network in all fiscal years.
Cash paid for property and equipment for fiscal 2025, 2024 and 2023 was $182.6 million, $199.6 million and $199.5 million, respectively, which was primarily used to expand our fulfillment center network and store base in all fiscal years.
Urban Outfitters’ North American Retail segment net sales accounted for approximately 17.7% of consolidated net sales for fiscal 2024, compared to 23.0% for fiscal 2023. European Retail segment net sales accounted for approximately 8.2% of consolidated net sales for fiscal 2024, compared to approximately 8.9% for fiscal 2023.
Urban Outfitters’ North American Retail segment net sales accounted for approximately 14.3% of consolidated net sales for fiscal 2025, compared to 17.7% for fiscal 2024. European Retail segment net sales accounted for approximately 7.9% of consolidated net sales for fiscal 2025, compared to approximately 8.2% for fiscal 2024.
The majority of inventory at January 31, 2024 and 2023 consisted of finished goods. Raw materials and work-in-process were not material to the overall inventory value. Inventory as of January 31, 2024 and 2023 totaled $550.2 million and $587.5 million, representing 13.4% and 16.0% of total assets, respectively.
The majority of inventory at January 31, 2025, and 2024 consisted of finished goods. Raw materials and work-in-process were not material to the overall inventory value. Inventory as of January 31, 2025 and 2024 totaled $621.1 million and $550.2 million, representing 13.7% and 13.4% of total assets, respectively.
Rental Product The cost of our Nuuly segment rental product is amortized to cost of sales over the subscription period 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.
Rental Product The cost of our Subscription segment rental product is amortized to cost of sales over the subscription period 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. 25 Lost, damaged and retired rental product is also charged to cost of sales.
Our Nuuly segment net sales accounted for approximately 4.6%, 2.7%, and 1.1% of consolidated net sales for fiscal 2024, 2023 and 2022, respectively. Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States.
Net sales from the Wholesale segment accounted for approximately 5.0%, 4.6% and 5.2% of total consolidated net sales for fiscal 2025, 2024 and 2023, respectively. Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States.
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.
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 is included in "Other assets" in the Consolidated Balance Sheets.
Anthropologie's North American Retail segment net sales accounted for approximately 41.7% of consolidated net sales for fiscal 2024, compared to 39.6% for fiscal 2023. European Retail segment net sales accounted for approximately 1.6% of consolidated net sales for fiscal 2024, compared to approximately 1.8% for fiscal 2023.
Anthropologie's North American Retail segment net sales accounted for approximately 42.1% of consolidated net sales for fiscal 2025, compared to 41.7% for fiscal 2024. European Retail segment net sales accounted for approximately 1.6% of consolidated net sales for both fiscal 2025 and fiscal 2024.
Commercial Commitments The following table summarizes our commercial commitments as of January 31, 2024: Amount of Commitment Per Period (in thousands) Description Total Amounts Committed Less Than One Year More Than One Year Trade letters of credit (1) $ 61,805 $ 61,805 $ — Stand-by letters of credit (2) 13,566 13,566 — Total commercial commitments $ 75,371 $ 75,371 $ — (1) Consists primarily of outstanding letter of credit commitments in connection with import inventory purchases.
Commercial Commitments The following table summarizes our commercial commitments as of January 31, 2025: Amount of Commitment Per Period (in thousands) Description Total Amounts Committed Less Than One Year More Than One Year Trade letters of credit (1) $ 81,261 $ 81,261 $ — Stand-by letters of credit (2) 9,524 9,524 — Total commercial commitments $ 90,785 $ 90,785 $ — (1) Consists primarily of outstanding letter of credit commitments in connection with import inventory purchases.
(amounts in millions) Fiscal Year Ended January 31, 2024 2023 2022 Net sales $ 5,153.2 $ 4,795.2 $ 4,548.8 Cost of sales (excluding store impairment and lease abandonment charges) 3,425.9 3,361.6 3,054.8 Store impairment and lease abandonment charges (1) 11.9 6.4 — Gross profit 1,715.4 1,427.2 1,494.0 Selling, general and administrative expenses 1,339.2 1,200.6 1,085.4 Asset impairment (2) 6.4 — — Income from operations 369.8 226.6 408.6 Interest income 23.6 2.0 2.3 Interest expense (7.7 ) (1.3 ) (1.1 ) Other expense (4.1 ) (6.0 ) (5.2 ) Income before income taxes 381.6 221.3 404.6 Income tax expense 93.9 61.6 94.0 Net income $ 287.7 $ 159.7 $ 310.6 AS A PERCENTAGE OF NET SALES Net sales 100.0 % 100.0 % 100.0 % Cost of sales (excluding store impairment and lease abandonment charges) 66.5 70.1 67.2 Store impairment and lease abandonment charges (1) 0.2 0.1 — Gross profit 33.3 29.8 32.8 Selling, general and administrative expenses 26.0 25.1 23.8 Asset impairment (2) 0.1 — — Income from operations 7.2 4.7 9.0 Interest income 0.5 0.0 0.1 Interest expense (0.2) (0.0) (0.0) Other expense (0.1) (0.1) (0.2) Income before income taxes 7.4 4.6 8.9 Income tax expense 1.8 1.3 2.1 Net income 5.6 % 3.3 % 6.8 % Period over Period Change: Net sales 7.5 % 5.4 % 31.9 % Gross profit 20.2 % (4.5 )% 73.3 % Income from operations 63.2 % (44.5 )% n-m* Net income 80.1 % (48.6 )% n-m* (1) During fiscal 2024, we recorded store impairment charges for 15 retail locations and lease abandonment charges for 2 retail locations, totaling $11.9 million.
(amounts in millions) Fiscal Year Ended January 31, 2025 2024 2023 Net sales $ 5,550.7 $ 5,153.2 $ 4,795.2 Cost of sales (excluding store impairment and lease abandonment charges) 3,619.4 3,425.9 3,361.6 Store impairment and lease abandonment charges (1) 4.6 11.9 6.4 Gross profit 1,926.7 1,715.4 1,427.2 Selling, general and administrative expenses 1,452.9 1,339.2 1,200.6 Asset impairment (2) — 6.4 — Income from operations 473.8 369.8 226.6 Interest income 37.1 23.6 2.0 Interest expense (6.1 ) (7.7 ) (1.3 ) Other expense (4.6 ) (4.1 ) (6.0 ) Income before income taxes 500.2 381.6 221.3 Income tax expense 97.7 93.9 61.6 Net income $ 402.5 $ 287.7 $ 159.7 AS A PERCENTAGE OF NET SALES Net sales 100.0 % 100.0 % 100.0 % Cost of sales (excluding store impairment and lease abandonment charges) 65.2 66.5 70.1 Store impairment and lease abandonment charges (1) 0.1 0.2 0.1 Gross profit 34.7 33.3 29.8 Selling, general and administrative expenses 26.2 26.0 25.1 Asset impairment (2) — 0.1 — Income from operations 8.5 7.2 4.7 Interest income 0.7 0.5 0.0 Interest expense (0.1) (0.2) (0.0) Other expense (0.1) (0.1) (0.1) Income before income taxes 9.0 7.4 4.6 Income tax expense 1.7 1.8 1.3 Net income 7.3 % 5.6 % 3.3 % Period over Period Change: Net sales 7.7 % 7.5 % 5.4 % Gross profit 12.3 % 20.2 % (4.5 )% Income from operations 28.1 % 63.2 % (44.5 )% Net income 39.9 % 80.1 % (48.6 )% (1) During fiscal 2025, we recorded store impairment charges for one retail location and lease abandonment charges for one retail location, totaling $4.6 million.
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.
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 digital channel are considered to be non-comparable. Franchise net sales and the effects of foreign currency translation are also considered non-comparable.
(2) Menus & Venues restaurants and franchisee-owned stores are not included in selling square footage. We plan for future store growth for our brands to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements.
We plan for future store growth for our brands to come from expansion domestically and internationally, which may include opening 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.
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.
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. The Anthropologie brand tailors its merchandise and inviting store environment to sophisticated and contemporary women aged 28 to 45.
Our effective tax rate for fiscal 2023 was 27.8% compared to 23.2% in fiscal 2022. 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.
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 2024 Compared to Fiscal 2023 Net sales in fiscal 2024 increased 7.5% to $5.15 billion, from $4.80 billion in fiscal 2023.
European Retail segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2024 and fiscal 2023. Net sales from the Retail segment accounted for approximately 90.8%, 92.1% and 93.4% of total consolidated net sales for fiscal 2024, 2023 and 2022, respectively.
Net sales from the Retail segment accounted for approximately 88.2%, 90.8% and 92.1% of total consolidated net sales for fiscal 2025, 2024 and 2023, respectively.
We have elected the practical expedient to not separate non-lease components from lease components as it pertains to real estate leases. Store leases generally have initial lease terms that range from 5 to 15 years, some of which contain options to extend the lease for one or two 5-year periods.
Store leases generally have initial lease terms that range from 5 to 15 years, some of which contain options to extend the lease for one or two 5-year periods.
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.
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. Uncollectible accounts receivable in the Retail and Subscription segments primarily results from unauthorized credit card transactions.
Capital and Operating Expenditures During fiscal 2025, we plan to open approximately 58 new Company-owned retail locations, expand or relocate certain existing retail locations, complete construction on an additional Nuuly fulfillment center in Raymore, Missouri in response to the growth in the number of Nuuly subscribers, invest in new products, markets and brands, purchase inventory and rental product 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.
Capital and Operating Expenditures During fiscal 2026, we plan to open approximately 58 new Company-owned retail locations, expand or relocate certain existing retail locations, expand our home office to support our growing business, invest in new products, markets and brands, purchase inventory and rental product for our operating segments at levels appropriate to maintain our planned sales volumes, upgrade our systems, improve and expand our digital capabilities and invest in omni-channel marketing when appropriate.
The brand also has a wedding collection consisting of wedding, bridesmaid and party dresses, bridal accessories and decor. 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.
The internally designed and third-party brand product assortment includes women’s apparel, accessories, intimates, shoes, furniture, home decor and beauty and wellness. The brand also has a bridal collection consisting of wedding, bridesmaid and party dresses, accessories and decor. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience.
A Nuuly Rent 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 Nuuly Rent for our single performance obligation when the customer purchases the merchandise through the website or mobile application.
A subscription customer may also purchase merchandise in their possession that was delivered as part of the customer's monthly subscription rental order, and we recognize such merchandise revenue when the customer purchases the merchandise through the website or mobile application.
(3) Franchisee-owned stores are located in the Middle East. 23 Selling square footage by brand as of January 31, 2024 and January 31, 2023 was as follows: January 31, 2024 January 31, 2023 Change Selling square footage (in thousands): Urban Outfitters 2,263 2,272 (0.4 )% Anthropologie 1,810 1,812 (0.1 )% Free People (1) 411 392 4.8 % Total URBN (2) 4,484 4,476 0.2 % (1) Selling square footage for FP Movement was 48 and 40 as of January 31, 2024 and 2023, respectively.
(3) Franchisee-owned stores are located in the Middle East. 23 Selling square footage by brand as of January 31, 2025, and January 31, 2024, was as follows: January 31, 2025 January 31, 2024 Change Selling square footage (in thousands): Urban Outfitters 2,161 2,263 (4.5 )% Anthropologie 1,796 1,810 (0.8 )% Free People Brand 380 363 4.7 % FP Movement Brand 92 48 91.7 % Total URBN (1) 4,429 4,484 (1.2 )% (1) Menus & Venues locations and franchisee-owned stores are not included in selling square footage.
Our Retail segment consumer products and services are sold directly to our customers through our retail locations, websites, mobile applications, social media and third-party digital platforms, catalogs, customer contact centers and franchisee-owned stores. Our Wholesale segment includes our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment.
Our Retail segment products and services are sold directly to our customers through our retail locations, websites, mobile applications, social media and third-party digital platforms, catalogs and customer contact centers and franchisee-owned stores.
All available Company-owned Retail segment shopping channels are fully integrated, including retail locations, 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.
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.
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.
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.
Selling, general and administrative expenses increased by $115.2 million, or 10.6%, compared to the prior year’s comparable period, and expressed as a percentage of net sales, deleveraged 118 basis points.
Selling, general and administrative expenses increased by $113.7 million, or 8.5%, compared to the prior year, and expressed as a percentage of net sales, deleveraged 19 basis points.
The increase in Nuuly segment net sales was primarily driven by an 81.6% increase in average active subscribers in the current year versus the prior year period.
The increase in Subscription segment net sales during fiscal 2025 was primarily driven by a 51.3% increase in average active subscribers in the current year versus the prior year period.
The decrease in Wholesale segment net sales in fiscal 2023 as compared to fiscal 2022 was primarily due to a $3.0 million, or 1.3%, decrease in Free People wholesale sales, which was primarily driven by a decrease in sales to department stores, partially offset by an increase in sales to specialty accounts. Urban Outfitters wholesale sales increased by $0.9 million.
The increase in Wholesale segment net sales in fiscal 2025 was driven by a $39.1 million, or 17.9%, increase in Free People wholesale sales primarily due to increases in sales to specialty customers and department stores, partially offset by a decrease of $2.2 million in Urban Outfitters wholesale sales.
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. 31 Contractual Obligations The following table summarizes our contractual obligations as of January 31, 2024: Payments Due by Period (in thousands) Description Total Obligations Less Than One Year More Than One Year Operating leases (1) $ 1,319,392 $ 284,199 $ 1,035,193 Purchase commitments (2) 782,926 753,436 29,490 Tax payable (3) 15,993 7,108 8,885 Tax credit investment (4) 69,490 15,418 54,072 Construction contracts (5) 18,488 18,488 — Total contractual obligations $ 2,206,289 $ 1,078,649 $ 1,127,640 (1) Refer to Note 9, “Leases,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
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. 31 Contractual Obligations The following table summarizes our contractual obligations as of January 31, 2025: Payments Due by Period (in thousands) Description Total Obligations Less Than One Year More Than One Year Operating leases (1) $ 1,369,855 $ 293,744 $ 1,076,111 Purchase commitments (2) 888,264 838,632 49,632 Tax payable (3) 8,885 8,885 — Tax credit investment (4) 54,073 20,215 33,858 Construction contracts (5) 7,458 7,458 — Total contractual obligations $ 2,328,535 $ 1,168,934 $ 1,159,601 (1) Refer to Note 9, “Leases,” in the Notes to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
The increase in digital channel net sales was low single-digit positive as an increase in average order value was offset by decreases in sessions, units per transaction and conversion rate.
The overall increase in Retail segment comparable net sales was driven by mid single-digit positive growth in digital channel sales and low single-digit positive growth in retail store sales. The digital channel net sales increase was driven by increases in sessions, while average order value decreased. Conversion rate and units per transaction were flat.
Additionally, during fiscal 2024 we recorded an asset impairment charge of $6.4 million related to the write-off of "Property and Equipment, net" of the Nuuly Thrift marketplace which the Company has decided to wind down in fiscal 2025.
(2) During fiscal 2024, we recorded a charge of $6.4 million related to the write-off of "Property and equipment, net" of the Nuuly Thrift marketplace which the Company wound down in fiscal 2025. Fiscal 2025 Compared to Fiscal 2024 Net sales in fiscal 2025 increased by 7.7% to $5.55 billion, from $5.15 billion in fiscal 2024.
Credit Facilities See Note 8, "Debt," 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 debt.
Cash used in financing activities in fiscal 2023 was primarily related to $112.0 million of repurchases of our common shares under our share repurchase program. Credit Facilities See Note 8, "Debt," 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 debt.
Wholesale Segment Our Wholesale segment includes 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.
Net sales from the Subscription segment accounted for approximately 6.8%, 4.6%, and 2.7% of total consolidated net sales for fiscal 2025, 2024 and 2023, respectively. Wholesale Segment Our Wholesale segment includes 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.
We anticipate our capital expenditures during fiscal 2025 to be approximately $210 million, primarily to support new store openings and new and expanded fulfillment and distribution centers. All fiscal 2025 capital expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents.
We anticipate our capital expenditures during fiscal 2026 to be approximately $240 million for retail store expansion and support, technology and logistics investments and home office expansion to support our growing business. All fiscal 2026 capital expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents.
The decrease in 29 non-comparable net sales during fiscal 2023 was due to the negative impact of foreign currency translation, partially offset by the 56 net new Company-owned stores and restaurants opened since the prior comparable period.
The increase in non-comparable net sales during fiscal 2024 was due to the impact of the 24 net new Company-owned stores and restaurants opened since the prior comparable period and the positive impact of foreign currency translation. 29 The increase in Subscription segment net sales was primarily driven by an 81.6% increase in average active subscribers in the current year versus the prior year period.
Leases We have operating leases for stores, distribution and fulfillment centers, corporate offices and equipment that are recognized as right-of-use assets and lease liabilities. 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 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.
Rental product as of January 31, 2024 and January 31, 2023 totaled $163.1 million and $90.9 million, representing 4.0% and 2.5% of total assets, respectively. 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.
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.
The deleverage in selling, general and administrative expenses as a rate to sales and growth in selling, general and administrative expenses in dollars was primarily related to higher store payroll primarily due to increased store associate hours to support increased customer traffic and higher average wages in order to attract and retain employees.
The deleverage in selling, general and administrative expenses as a rate to sales was primarily related to increased marketing expenses to support customer growth and increased sales in the Retail and Subscription segments.
With those restrictions lifted in fiscal 2023, Retail segment comparable net sales increased due to high single-digit growth in retail store sales driven by higher traffic and transactions as well as an increase in average unit selling price, partially offset by a decrease in units per transaction and a decrease in conversion rate.
Comparable retail store net sales increased as a result of higher store traffic and transactions, which were partially offset by a decrease in units per transaction. Conversion rate and average unit retail price were flat.
All references to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, our fiscal year 2024 ended on January 31, 2024, our fiscal year 2023 ended on January 31, 2023, and our fiscal year 2022 ended on January 31, 2022.
Our Wholesale segment primarily designs, develops and markets apparel, intimates, activewear and shoes. 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.
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.
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. 27 Results of Operations As a Percentage of Net Sales The tables below set forth, for the periods indicated, the results of operations and the percentage of our net sales represented by certain statement of operations data.
Anthropologie stores are located in specialty centers, upscale street locations and enclosed malls.
Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. Anthropologie stores are located in specialty centers, upscale street locations and enclosed malls.
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. 24 Revenue Recognition Merchandise: Merchandise is sold through retail stores, catalogs and the digital sales channel, as well as to wholesale customers, franchise partners and Nuuly customers.
If actual results were to differ significantly from estimates made, the 24 reported results could be materially affected. 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.
Our Wholesale segment primarily designs, develops and markets apparel, intimates, activewear and shoes. Our Nuuly segment includes the Nuuly brand, which offers customers a more sustainable way to explore fashion through a monthly women’s apparel subscription rental service. Our fiscal year ends on January 31.
Our Subscription segment, formerly known as the Nuuly segment, includes the Nuuly brand, which offers customers a more sustainable way to explore fashion primarily through a monthly women’s apparel subscription rental service. Our Wholesale segment includes our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment.
The $246.5 million increase was attributable to a $166.7 million, or 3.9%, increase in Retail segment net sales and an increase in Nuuly segment net sales of $81.9 million, or 171.6%, partially offset by a $2.1 million, or 0.8%, decrease in Wholesale segment net sales.
The $397.4 million increase was attributable to a $218.0 million, or 4.7%, increase in Retail segment net sales, a $142.5 million, or 60.4%, increase in Subscription segment net sales and a $36.9 million, or 15.5%, increase in Wholesale segment net sales. 28 The increase in our Retail segment net sales during fiscal 2025 was due to an increase of $151.2 million, or 3.4%, in Retail segment comparable net sales and an increase of $66.8 million in non-comparable net sales.
During fiscal 2023, we recorded store impairment charges for 19 retail locations, totaling $6.4 million. (2) During fiscal 2024, we recorded a charge of $6.4 million related to the write-off of "Property and equipment, net" of the Nuuly Thrift marketplace which the Company has decided to wind down in fiscal 2025. * Not meaningful.
Additionally, during fiscal 2024 we recorded an asset impairment charge of $6.4 million related to the write-off of "Property and Equipment, net" of the Nuuly Thrift marketplace which the Company wound down in fiscal 2025. Leases We have operating leases for stores, distribution and fulfillment centers, corporate offices and equipment that are recognized as right-of-use assets and lease liabilities.
The decrease in cash flows from operations for fiscal 2023 compared to fiscal 2022 was primarily due to lower net income and an investment in additional Nuuly rental product to support the growth in the business.
The decrease in cash flows from operations for fiscal 2025 compared to fiscal 2024 was primarily due to higher inventory purchases in fiscal 2025 and the timing of disbursements, partially offset by higher net income in fiscal 2025.
As used in this document, unless otherwise defined, "Anthropologie" refers to our Anthropologie and Terrain brands and "Free People" refers to our Free People and FP Movement brands. Retail Segment Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience.
For example, our fiscal year 2025 ended on January 31, 2025, our fiscal year 2024 ended on January 31, 2024, and our fiscal year 2023 ended on January 31, 2023. As used in this document, unless otherwise defined, "Anthropologie" refers to our Anthropologie and Terrain brands and "Free People" refers to our Free People and FP Movement brands.
The decrease in gross profit rate and dollars was primarily due to higher markdowns by the Urban Outfitters and Free People brands in the Retail segment as compared to record low markdown rates in the prior year. Additionally, during fiscal 2023, the Company recorded a $6.4 million store impairment charge.
The increase in gross profit dollars was due to higher net sales and the improved gross profit rate. Additionally, the Company recorded $4.6 million of store impairment and lease abandonment charges during fiscal 2025, and $11.9 million of store impairment and lease abandonment charges during fiscal 2024.
Rental product is included in "Deferred income taxes and other assets" 25 in the Consolidated Balance Sheets. Purchases of rental product were $150.7 million, $103.3 million, and $37.3 million for fiscal 2024, 2023 and 2022, respectively.
Purchases of rental product were $175.7 million, $150.7 million, and $103.3 million for fiscal 2025, 2024 and 2023, respectively. Rental product as of January 31, 2025, and January 31, 2024, totaled $216.1 million and $163.1 million, representing 4.8% and 4.0% of total assets, respectively.
Thirty-eight FP Movement stores were open as of January 31, 2024. (2) Menus & Venues includes various casual restaurants and event venues.
(2) Menus & Venues includes various casual restaurants and event venues, all of which are located in North America.
Total inventory at January 31, 2023 increased by $17.8 million, or 3.1%, to $587.5 million from $569.7 million at January 31, 2022. Total Retail segment inventory increased by 4.4% and Wholesale segment inventory decreased by 7.3%.
Total inventory at January 31, 2025 increased by $70.9 million, or 12.9%, to $621.1 million from $550.2 million at January 31, 2024. Total Retail segment inventory increased 10.1%. Retail segment comparable inventory increased 11.3%. Wholesale segment inventory increased 43.7%. The increase in inventory for both segments was to support increased sales and planned early receipts.
Projected openings and closings for fiscal 2025 are as follows: January 31, 2024 Projected Openings Projected Closings January 31, 2025 Urban Outfitters 262 6 (12 ) 256 Anthropologie 237 14 (6 ) 245 Free People (1) 198 38 (3 ) 233 Menus & Venues 9 — — 9 Total Company-Owned Stores 706 58 (21 ) 743 Franchisee-Owned Stores 9 — — 9 Total URBN 715 58 (21 ) 752 (1) Includes 25 FP Movement projected store openings.
Projected store openings and closings for fiscal 2026 are as follows: January 31, 2025 Projected Openings Projected Closings January 31, 2026 Urban Outfitters 255 7 (13 ) 249 Anthropologie 239 15 (2 ) 252 Free People Brand 167 16 (4 ) 179 FP Movement Brand 63 20 — 83 Menus & Venues 9 — — 9 Total Company-Owned Stores 733 58 (19 ) 772 Franchisee-Owned Stores 9 — — 9 Total URBN 742 58 (19 ) 781 Subscription Segment Our Subscription segment, formerly known as the Nuuly segment, includes the Nuuly brand, which is primarily a monthly women’s apparel subscription rental service.
Removed
The Company did not remove stores that were closed or operating for an extended period of time at a reduced capacity 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.
Added
Retail Segment Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All Company-owned Retail segment shopping channels are closely integrated, including retail locations, websites, mobile applications, catalogs and customer contact centers.
Removed
The Anthropologie brand tailors its merchandise to sophisticated and contemporary women aged 28 to 45. The internally designed and third-party branded product assortment includes women’s apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness.
Added
European Retail segment net sales accounted for approximately 1.0% of consolidated net sales for fiscal 2025, compared to less than 1.0% of consolidated net sales for fiscal 2024.
Removed
We plan for future digital channel growth to come from expansion domestically and internationally.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed9 unchanged
Biggest changeAs of January 31, 2024 and 2023, our cash, cash equivalents and marketable securities consisted primarily of cash on hand and in banks, money market accounts, municipal and pre-refunded municipal bonds rated “BBB” or better, corporate bonds rated “BBB” or better, certificates of deposit and mutual funds.
Biggest changeAs of January 31, 2025, and 2024, our cash, cash equivalents and marketable securities consisted primarily of cash on hand and in banks, money market accounts, corporate, municipal and pre-refunded municipal bonds rated "BBB" or better, commercial paper and federally insured or guaranteed investment vehicles such as certificates of deposit, United States treasury securities and federal government agencies and mutual funds.
We are exposed to market risks relating to changes in interest rates on outstanding borrowings under our Credit Facility because these borrowings bear interest at variable rates. A 100 basis point change in our applicable interest rate would not have a material impact to interest expense for the year ended January 31, 2024. Item 8.
We are exposed to market risks relating to changes in interest rates on outstanding borrowings under our Credit Facility because these borrowings bear interest at variable rates. A 100 basis point change in our applicable interest rate would not have a material impact to interest expense for the year ended January 31, 2025. Item 8.

Other URBN 10-K year-over-year comparisons