What changed in this filing

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Item 1. Business

2022-04-01 compared with 2021-04-01 · 97 added, 93 removed, 190 unchanged (50% of the section changed)

We are a leading lifestyle products and services company that operates a portfolio of global consumer brands comprised of the Anthropologie, Bhldn, Free People, FP Movement, Terrain, Urban Outfitters, Nuuly and Menus & Venues brands.

We achieved compounded annual sales growth of approximately 4% from the fiscal year ended January 31, 2016 through the fiscal year ended January 31, 2020, however, the COVID-19 pandemic had a negative impact on our results for the fiscal year ended January 31, 2021.

Management’s Discussion and Analysis of Financial Condition and Results of Operations–Overview– Impact of the Coronavirus Pandemic for further discussion.

We operate under three reportable segments – Retail, Wholesale and Subscription.

We have achieved compounded annual sales growth of approximately 5% over the past five years, with sales of approximately $4.5 billion during the fiscal year ended January 31, 2022.

The COVID-19 pandemic had a negative impact on our results for the fiscal year ended January 31, 2021, and continued to impact our operations for the fiscal year ended January 31, 2022.

Management’s Discussion and Analysis of Financial Condition and Results of Operations–Overview– Current Trends for further discussion.

We operate under three reportable segments – Retail, Wholesale and Nuuly.

Our Retail segment includes our store and digital channels and consists of our Anthropologie, Bhldn, Free People, FP Movement, Terrain, Urban Outfitters and Menus & Venues brands.

We have over 51 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 core strategy is to provide unified environments that establish emotional bonds with the customer, primarily through Company-owned stores but also through franchisee-owned stores.

In addition to retail stores, we offer our products and services directly to our customers through our websites, mobile applications, catalogs, customer contact centers and third-party operated digital businesses.

The Menus & Venues brand includes various casual dining concepts.

Our core strategy is to provide unified environments that establish emotional bonds with the customer, through Company-owned stores and franchisee-owned stores.

In addition to retail stores, we offer our products and services directly to our customers through our websites, mobile applications, social media and third-party digital platforms, catalogs and customer contact centers.

The Menus & Venues brand includes various casual dining concepts and event venues.

We operate a Wholesale segment under the Free People, FP Movement and Urban Outfitters brands.

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The Wholesale segment primarily designs, develops and markets apparel, intimates and activewear.

Our Subscription segment consists of the Nuuly brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019.

Our Nuuly segment, formerly known as the Subscription segment, consists of the Nuuly brand, which offers customers with a more sustainable way to explore fashion.

Nuuly Rent is a monthly women’s apparel subscription rental service that launched in July 2019.

Nuuly Thrift, which launched in October 2021, is a peer-to-peer resale marketplace where customers can buy and sell women’s, men’s and kids’ clothes, shoes and accessories from any brands.

Milestones in our Company’s growth are as follows:

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First European Anthropologie store opened in London

First Bhldn store opened in Houston, Texas

Acquired Vetri Family restaurants in Philadelphia, Pennsylvania

Urban Outfitters Wholesale division established;

first European Free People store opened in Amsterdam

Launch of the Nuuly brand, a subscription rental service

Launch of Nuuly Rent, a subscription rental service

First FP Movement store opened in Los Angeles, California

Launch of Nuuly Thrift, a peer-to-peer resale marketplace

Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience.

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Urban Outfitters.

Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, websites and mobile applications.

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.

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Our 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.

As of January 31, 2021, we operated 247 Urban Outfitters stores, of which 174 were located in the United States, 17 were located in Canada and 56 were located in Europe, and sold merchandise through a franchisee-owned store in the United Arab Emirates.

We plan to open approximately 17 Urban Outfitters stores and close approximately ten Urban Outfitters stores due to lease expiration, globally, in fiscal 2022.

As of January 31, 2022, we operated 261 Urban Outfitters stores, of which 184 were located in the United States, 18 were located in Canada and 59 were located in Europe, and sold merchandise through franchisee-owned stores in the United Arab Emirates.

We plan to open approximately 10 Urban Outfitters stores and close approximately 5 Urban Outfitters stores due to lease expiration, globally, in fiscal 2023.

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.

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 partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally.

We plan for future digital channel growth to come from expansion domestically and internationally.

Urban Outfitters’ North American and European Retail segment net sales accounted for approximately 31.3% and 8.2% of consolidated net sales, respectively, for fiscal 2021.

Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2021.

Urban Outfitters’ North American Retail segment net sales accounted for approximately 27.5% of consolidated net sales for fiscal 2022.

European and Asian Retail segment net sales accounted for approximately 9.1% of consolidated net sales for fiscal 2022.

Anthropologie Group.

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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 product assortment includes women’s casual apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness.

In addition, the brand offers a catalog in North America that markets select merchandise, most of which is also available in Anthropologie brand stores.

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

In addition, the brand offers a catalog in North America that market s select merchandise, most of which is also available in Anthropologie brand stores.

The Bhldn brand emphasizes every element that contributes to a wedding.

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Terrain’s product offering includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories.

As of January 31, 2021, we operated 237 Anthropologie Group stores, of which 204 were located in the United States, 11 were located in Canada and 22 were located in Europe.

As of January 31, 2022, we operated 238 Anthropologie Group stores, of which 206 were located in the United States, 11 were located in Canada and 21 were located in Europe, and sold merchandise through a franchisee-owned store in the United Arab Emirates.

Stores average approximately 8,000 square feet of selling space.

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Our stores are located in specialty centers, upscale street locations and enclosed malls.

We plan to open approximately 12 Anthropologie Group stores and close approximately nine Anthropologie Group stores due to lease expiration, globally, in fiscal 2022.

We plan to open approximately 8 Anthropologie Group stores and close approximately 8 Anthropologie Group stores due to lease expiration, globally, in fiscal 2023.

The Anthropologie Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, offers a catalog in North America that markets select merchandise, most of which is also available in Anthropologie brand stores, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally.

The Anthropologie Group 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.

We plan for future digital channel growth to come from expansion domestically and internationally.

The Anthropologie Group’s North American and European Retail segment net sales accounted for approximately 36.5% and 1.7% of consolidated net sales, respectively, for fiscal 2021.

Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2021.

The Anthropologie Group’s North American Retail segment net sales accounted for approximately 37.4% of consolidated net sales for fiscal 2022.

European and Asian Retail segment net sales accounted for approximately 2.0% of consolidated net sales for fiscal 2022.

Free People Group.

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Our stores are located in enclosed malls, upscale street locations and specialty centers.

As of January 31, 2021, we operated 149 Free People Group stores, of which 138 were located in the United States, six were located in Canada and five were located in Europe.

We opened two FP Movement stores in fiscal 2021 and expect to open additional stores in fiscal 2022 and thereafter to further capitalize on the growth opportunity and unique position that FP Movement has in the fitness and wellness space.

We plan to open approximately 25 new Free People Group stores (including 16 FP Movement stores) and close approximately two Free People Group stores due to lease expiration, globally, in fiscal 2022.

As of January 31, 2022, we operated 173 Free People Group stores, of which 162 were located in the United States, five were located in Canada and six were located in Europe.

Of the 173 Free People Group stores open as of January 31, 2022, 20 were FP Movement stores, all located in the United States.

We plan to open approximately 28 new Free People Group stores (including 16 FP Movement stores) and close approximately 1 Free People Group store due to lease expiration, globally, in fiscal 2023.

The Free People Group operates websites and mobile applications in North America, Europe and Asia that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores, as well as substantially all of the Free People and FP Movement wholesale offerings.

The Free People Group also offers catalogs that market select merchandise, most of which is also available in our Free People and FP Movement stores, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally.

The Free People Group also offers catalogs that market select merchandise, most of which is also available in our Free People and FP Movement stores.

We plan for future digital channel growth to come from expansion domestically and internationally.

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The Wholesale segment consists of the Free People, FP Movement and Urban Outfitters brands.

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 at attractive prices in Urban Outfitters stores and later began selling to department and specialty stores worldwide.

The Urban Outfitters wholesale division, established in fiscal 2019, designs and sells the BDG and other own brand apparel collections to select department stores.

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 Urban Outfitters wholesale division, established in 2018, designs and sells the BDG and other own brand apparel collections to select department stores.

We display our wholesale products in certain department 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.

During fiscal 2021, the Wholesale segment’s range of young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People brand and the BDG and other own brand apparel collections under the Urban Outfitters brand were sold through department and specialty stores worldwide, including Nordstrom, Macy’s, Dillard’s, third-party digital businesses and our Retail segment.

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, Chicago and

The Anthropologie brand exited the wholesale business in the third quarter of fiscal 2021.

During fiscal 2022, the Wholesale segment’s range of young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People brand and the BDG and other own brand apparel collections under the Urban Outfitters brand were sold through department and specialty stores worldwide, including Nordstrom, Dillard’s, digital businesses and our Retail segment.

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.

W holesale sales and showroom facilities are located in Dallas, New York City , Los Angeles, Chicago and London .

Our Wholesale segment net sales accounted for approximately 5.5 % of consolidated net sales for fiscal 202 2 .

Subscription Segment

Our Subscription segment consists of the Nuuly brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019.

For a monthly fee, Nuuly subscribers can select rental product from a wide selection of the Company’s own brands, third-party labels and one-of-a-kind vintage pieces via a custom-built, digital platform.

Nuuly Segment

Our Nuuly segment consists of the Nuuly brand, which includes Nuuly Rent and Nuuly Thrift.

Nuuly Rent is a monthly women’s apparel subscription rental service that launched in July 2019.

For a monthly fee, Nuuly subscribers can select rental 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.

Subscribers are also able to purchase the rented product.

Subscription segment net sales accounted for less than 1.0% of consolidated net sales for fiscal 2021.

Nuuly Thrift, which launched in October 2021, is a peer-to-peer resale marketplace where customers can buy and sell women’s, men’s and kids’ apparel, shoes and accessories from any brands.

Sellers on Nuuly Thrift can transfer their earnings to their bank account or convert them to “Nuuly Cash,” a gift card with a bonus to be used at any of the Company’s brands.

The Company earns a commission based on sales made in the marketplace.

Nuuly segment net sales accounted for approximately 1.1% of consolidated net sales for fiscal 2022.

Store Environment

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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.

Our Anthropologie brand product offerings include women’s casual apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness.

Our Anthropologie brand product offerings include women’s apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness.

Our Bhldn brand offers a curated collection of heirloom quality wedding gowns, bridesmaid frocks, party dresses, assorted jewelry, headpieces, footwear, lingerie and decorations.

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Our FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials.

Our Nuuly brand allows subscribers to select for rent women’s apparel from a wide selection of the Company’s own brands, third-party labels and one-of-a-kind vintage pieces.

Our Nuuly brand allows subscribers to select rental product from a wide selection of the Company’s own brands, third-party market brands and one-of-a-kind vintage pieces.

Our merchandise is continuously updated to appeal to our target customers’ changing tastes and is supplied by a large number of domestic and foreign vendors, with new shipments of merchandise arriving at our stores and fulfillment centers almost daily.

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Private label and exclusive merchandise generally yields higher gross profit margins than third-party branded merchandise, and helps to keep our product offerings current and unique.

The ever-changing mix of products available to our customers allows us to adapt our merchandise to prevailing fashion trends, and together with the inviting atmosphere and experience of our stores, websites and mobile applications encourages our core customers to visit our shopping channels frequently.

The ever-changing mix of products available to our customers allows us to adapt our merchandise to prevailing fashion trends, and together with the inviting atmosphere and experience of our stores , social media and third-party digital platforms, websites and mobile applications encourages our core customers to visit our shopping channels frequently.

We select price points for our merchandise that are consistent with the spending patterns of our target customers.

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a visual merchandising manager, several department managers and full and part-time sales and visual staff.

An expanded format Anthropologie Group store may also include a bridal and event manager, appointment stylist, a bridal category specialist and merchandise care and maintenance staff to support the Bhldn and Terrain brands.

An essential requirement for the success of our stores is our ability to attract, train and retain talented, highly motivated store leaders, visual merchandising managers and other key employees.

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Marketing and Promotion

We believe we have highly effective marketing tools in our websites, mobile applications, catalogs, email campaigns and social media.

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 refresh this media as frequently as daily to reflect the most cutting edge trends in fashion and culture.

We also believe that highly visible store locations, broad merchandise selection and creative and visual presentation within our stores, on our websites and on our mobile applications entice our customers to explore these channels and purchase merchandise.

Consequently, we rely on these elements, as well as the brand recognition created by our direct marketing activities, to draw customers to our omni-channel operations, rather than traditional forms of advertising such as print, radio and television media.

Consequently, we rely on these elements, as well as the brand recognition created by our direct marketing activities, to draw customers to our omni-channel operations.

Marketing activities for each of our brand’s retail stores may include special event promotions and a variety of public relations activities designed to create community awareness of our stores and products.

We also are active in social media and blogs.

We also are active in social media and third-party digital platforms.

We believe that the traditional method of a one-way communication to customers is no longer enough.

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 believe that our blogs continue this conversation.

Not only do our blogs allow us to communicate what inspires us, they also allow our customers to tell us what inspires them.

This fosters our relationships with our customers and encourages them to continue shopping with us.

Customer Loyalty Programs

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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 “ only at Anthro ” experiences.

In February 2021, we began testing a paid membership program called UP.

In exchange for an annual fee, UP provides membership benefits across our entire portfolio of brands, including a gift card, free shipping and free returns on all orders, a discount on all orders and a discount on Nuuly subscriptions.

We plan to continue testing and, if successful, further expand this program in fiscal 2022.

Members are given free shipping benefits, birthday discounts, receipt look up, exclusive offers, early access to special collections and invitations to “Anthro Events” experiences.

In February 2021, we began testing a paid loyalty program called UP.

In exchange for an annual fee, UP provides membership benefits across our entire portfolio of brands, including a gift card, free standard shipping and free returns on all orders, a discount on orders, early access to products and exclusive events and a discount on the monthly Nuuly subscription fee.

We plan to expand our test pilot through fiscal 2023.

To serve our target customers and to recognize changes in fashion trends and seasonality, we purchase merchandise from numerous foreign and domestic vendors, the majority of which is settled in U.S.

We also have arrangements with agents and third-party manufacturers to produce our private label and exclusive merchandise.

To keep our future inventory levels lean and maintain a lower merchandise weeks of supply on hand, we plan to continue to quicken our supply chain capabilities and place more frequent merchandise orders at lower quantities.

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, 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.

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, 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.

During fiscal 202 2 , we purchased merchandise from approximately 4, 0 00 vendors located throughout the world.

No single vendor or manufacturer accounted for more than 10% of

merchandise purchased during that time.

No single vendor or manufacturer accounted for more than 10% of merchandise purchased during that time.

W e do not believe that the loss of any one vendor would have a material adverse effect on our business.

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We own a 291,000 square foot distribution center in Gap, Pennsylvania that receives and distributes approximately half of our retail store merchandise in North America.

We also lease a 214,500 square foot distribution center located in Reno, Nevada that receives and distributes the remaining half of our retail store merchandise.

We also lease a 214,500 square foot distribution center located in Reno, Nevada that receives and distributes the remaining half of our retail store merchandise in North America.

We own and operate an approximately 956,000 square foot fulfillment center in Indiana, Pennsylvania, for which construction was completed in fiscal 2020.

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This center is used primarily to house and distribute merchandise to our western United States digital customers.

We lease a 309,000 square foot fulfillment center located in Bristol, Pennsylvania, which is used primarily to conduct our Subscription segment operations.

We lease a 309,000 square foot fulfillment center located in Bristol, Pennsylvania, which is used primarily to conduct our Nuuly Rent operations.

The lease commenced in fiscal 2020.

In addition, this fulfillment center has been recently used to support increased customer demand in the digital channel.

We lease separate distribution and fulfillment centers each located in Rushden, England.

Our 98,000 square foot distribution center supports our European store base and our 142,000 square foot fulfillment center primarily provides fulfillment services for our European Retail segment and global Wholesale segment customers.

We are nearing maximum capacity at these centers and during fiscal 2020 began construction on an omni-channel fulfillment center in Peterborough, England that will support our stores and digital and wholesale channels.

We own the facility, which is approximately 400,000 square feet.

We expect to complete the installation of the remaining material handling equipment and become fully operational during fiscal 2022, at which time we will exit the Rushden centers when the leases for both locations expire.

In fiscal 2020, we signed an agreement with a third-party logistics provider in China to store and distribute merchandise sold through our relationship with a third-party digital marketplace.

We own and operate an approximately 400,000 square foot omni-channel fulfillment center in Peterborough, England that supports our European stores, digital and wholesale channels.

We began construction on the facility during fiscal 2020 and completed the installation of the remaining material handling equipment and became fully operational during fiscal 2022.

We exited our distribution and fulfillment centers in Rushden, England during fiscal 2022 upon completion of the omni-channel fulfillment center in Peterborough, England.

In fiscal 2021, we purchased land in Kansas City, Kansas for the development of an approximately 880,000 square foot omni-channel fulfillment center.

Construction of the facility began in fiscal 2021 and is expected to be completed during fiscal 2024.

Construction of the facility began in fiscal 2021 and is expected to be fully operational during fiscal 2024.

The facility will support the growth and expansion of our Retail segment business in North America by providing more efficient and faster inventory processing, as well as faster and more consistent delivery times to our stores and digital customers.

To support customer demand until the omni-channel fulfillment center is operational, we signed a lease in fiscal 2022 for an approximately 401,000 square foot fulfillment center located in Kansas City, Missouri.

To support customer demand until the omni-channel fulfillment center is operational, we signed a short-term lease in fiscal 2022 for an approximately 401,000 square foot fulfillment center located in Kansas City, Missouri.

Information Systems.

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Our Wholesale segment uses a separate software system for customer service, order entry, production planning and inventory management.

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.

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.

Nuuly Thrift uses a custom-built digital platform that helps us manage peer-to-peer resale marketplace operational functions, customer information and service and financial accounting.

We host digital and business applications across private cloud infrastructure as well as have our own fully redundant data centers, located at the Philadelphia Navy Yard and at our Reno fulfillment center.

All systems are fully redundant and have full disaster recovery plans either within our private cloud or our own data centers.

Our Retail and Wholesale segments compete with individual and chain fashion specialty stores as well as department stores, both in stores and online, in highly competitive domestic and international markets.

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.

Our Retail segment competes on the basis of, among other things, the location of our stores, website, mobile application and catalog presentation, website and mobile application design and functionality, the breadth, quality, style, price and availability of our merchandise and the level of customer service offered.

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Some of our competitors have substantially greater name recognition as well as financial, marketing and other resources.

Our Anthropologie Group and Free People Group 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.

Our Anthropologie Group and Free People Group 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.

In addition, some of our third-party vendors offer products directly to consumers and certain of our competitors.

Along with certain Retail segment competitive factors noted above, other key factors for our digital channel include website and mobile application availability, the effectiveness of our customer lists and the speed and accuracy of our merchandise delivery.

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.

Additionally, o ur 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.

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In addition, certain of our wholesale competitors have greater name recognition and greater financial, marketing and other resources than us.

Our Subscription segment operates in an evolving 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 Rent business operates in an evolving 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 Thrift business operates in a developing apparel and accessories resale market in which our competitors have sellers and products that may have greater appeal to customers.

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,” “Bhldn,” “Terrain,” “Vetri,” “BDG” and “FP Movement.” Each mark is renewable indefinitely, contingent upon continued use at the time of renewal.

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,” “Bhldn,” “Terrain,” “BDG,” “FP Movement” and “Nuuly.” Each mark is renewable indefinitely, contingent upon continued use at the time of renewal.

In addition, we currently have pending registration applications with the U.S.

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Human Capital

The Company strives to build a unique creative culture capable of growing strong, customer-centric brands.

We seek to foster an inclusive environment where our employees unite to communicate with integrity, respect our planet, our world and each other, build our future through creative entrepreneurship and nurture meaningful connections with customers and each other.

As of January 31, 2022, we employed approximately 23,000 people, approximately 42% 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, 1% work in the Subscription segment and the remaining 98% work in our Retail segment.

Of our total employees, approximately 1% work in the Wholesale segment, 2% work in the Nuuly segment and the remaining 97% work in our Retail segment.

Except in certain international locations, our employees are not covered by a collective bargaining agreement.

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Talent Acquisition, Development and Retention .

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.

Our talent strategy is focused on attracting the best employees, recognizing and rewarding their performance, and continually developing, engaging and retaining them.

The future success of our business initiatives rely heavily on our employees.

The future success of our business initiatives relies heavily on our employees.

By combining a robust internal pipeline of existing talent through development initiatives and external attraction, we believe we are positioned to drive high levels of performance, engagement and retention.

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Through the alignment of functional expertise, training, mentorship and coaching, we believe we have created an environment that allows our employees to excel.

We invest in our employees through accessible resources and structured training programs that offer all employees opportunities for development.

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 deliver training to employees through live in-person and virtual classes, pre-recorded self-led written, audio and video courses and curated on demand courses from third-party platforms such as LinkedIn Learning.

Compensation, Benefits and Wellness .

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Our home office in Philadelphia, Pennsylvania includes a state-of-the-art fitness center, walkable river paths, and spacious dog parks, fostering employee health, wellness, and engagement.

In response to the COVID-19 pandemic, we enhanced our health and safety operating procedures by, among other things:

Implementing a rigorous cleaning program, including conducting electrostatic and CDC high-touch cleanings on a regularly scheduled basis at our home office, fulfillment and distribution centers, and immediately in response to any reported concerns at store locations;

Providing additional sanitation and enhanced ventilation;

Implementing mandatory mask usage and social distancing measures;

Installing protective barriers, such as sneeze guards;

Adopting remote work practices where feasible, limiting building occupancy and staggering work schedules;

Zoning employees to segregate work teams;

Instituting temperature checks and daily digital health self-assessments;

Rigorous contact tracing, testing and quarantining of employees when needed.

In addition, we provided enhanced employee benefits to our workforce to ensure access to care, including payment of health insurance premiums for furloughed employees;

waiver of co-payments for physical and mental health telemedicine;

as well as elimination of employee cost-sharing for testing, prevention and vaccine administration associated with COVID-19 .

Following our experience with remote work during the COVID-19 pandemic, depending on business needs, individual performance, and other factors, we permit employees to work under a “hybrid” mix of in-person and remote work, fully in-office or fully remote positions as necessary to meet business needs while providing employees flexibility to match their own preferences.

Diversity and Inclusion.

We are committed to creating and maintaining an inclusive culture that values and respects diversity of all kinds.

Women hold leadership positions throughout the Company, including positions on our Board of Directors and executive team.

Our diversity and inclusion commitments focus on community, culture and people, and in July 2020, we created a Diversity & Inclusion Committee that is tasked with reporting and recommending actions aligned to those commitments to our executive team.

We include diversity initiatives as bonus goals for members of the executive team.

We have offered unconscious bias training to our entire field and home office organization and fulfillment center management.

We have integrated this 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.

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.

I n July 2020 , we created a Diversity & Inclusion Committee that is tasked with reporting and recommending actions aligned to those commitments to our executive team .

In 2021, based on a recommendation from the Diversity & Inclusion Committee, we worked with employees to create a suite of Employee Resource Groups (“ERGs”).

Our ERGs empower employees to share their voices, ideas and passions with the Diversity & Inclusion Committee and the Company community at large.

In addition to the ERG’s , the executive team has engaged in the design and implementation of a listening strategy, which includes an all-company engagement survey, expanded new hire touchpoints, and the ability to deploy follow up pulse surveys as needed.

We include diversity and inclusion initiatives as bonus goals for members of the executive team to drive progress to our goals .

We have offered bias training to our entire field and home office organization and fulfillment center management.

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.

In fiscal 202 3 , the Diversity & Inclusion Committee will continue partnering with the Company’s executive leadership to support and engage our diverse employees and expand the pool of available diverse talent in the fashion industry.

Human Capital Oversight .

The Board of Directors, as well as the Compensation and Leadership Development Committee (the “Compensation Committee”), oversee human capital issues.

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.

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.

Financial Information about Operations

We aggregate our operations into three reportable segments, the Retail segment, the Wholesale segment and the Subscription segment.

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.

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What changed 10-K

Item 1. Business