URBAN OUTFITTERS, INC. Consolidated Statements of Income (in thousands, except share and per share data) | | | | | | | | | | | | | | | Fiscal Year Ended January 31, | | | | 2012 | | | 2011 | | | 2010 | | Net sales | | $ | 2,473,801 | | | $ | 2,274,102 | | | $ | 1,937,815 | | Cost of sales, including certain buying, distribution and occupancy costs | | | 1,613,265 | | | | 1,337,482 | | | | 1,151,670 | | | | | | | | | | | | | | | Gross profit | | | 860,536 | | | | 936,620 | | | | 786,145 | | Selling, general and administrative expenses | | | 575,811 | | | | 522,417 | | | | 447,161 | | | | | | | | | | | | | | | Income from operations | | | 284,725 | | | | 414,203 | | | | 338,984 | | Interest income | | | 5,120 | | | | 4,669 | | | | 6,290 | | Other income | | | 553 | | | | 486 | | | | 463 | | Other expenses | | | (1,567 | ) | | | (2,150 | ) | | | (1,331 | ) | | | | | | | | | | | | | | Income before income taxes | | | 288,831 | | | | 417,208 | | | | 344,406 | | Income tax expense | | | 103,580 | | | | 144,250 | | | | 124,513 | | | | | | | | | | | | | | | Net income | | $ | 185,251 | | | $ | 272,958 | | | $ | 219,893 | | | | | | | | | | | | | | | Net income per common share: | | | | | | | | | | | | | Basic | | $ | 1.20 | | | $ | 1.64 | | | $ | 1.31 | | | | | | | | | | | | | | | Diluted | | $ | 1.19 | | | $ | 1.60 | | | $ | 1.28 | | | | | | | | | | | | | | | Weighted average common shares outstanding: | | | | | | | | | | | | | Basic | | | 154,025,589 | | | | 166,896,322 | | | | 168,053,502 | | | | | | | | | | | | | | | Diluted | | | 156,191,289 | | | | 170,333,550 | | | | 171,230,245 | | | | | | | | | | | | | | | The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents URBAN OUTFITTERS, INC. Consolidated Statements of Shareholders Equity (in thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Compre- hensive Income | | | Common Shares | | | Additional Paid-in Capital | | | Retained Earnings | | | Accumulated Other Compre- hensive Loss | | | Total | | | | Number of Shares | | | Par Value | | | | | | Balances as of January 31, 2009 | | | | | | | 167,712,088 | | | $ | 17 | | | $ | 170,166 | | | $ | 901,339 | | | $ | (17,747 | ) | | $ | 1,053,775 | | Net income | | $ | 219,893 | | | | | | | | | | | | | | | | 219,893 | | | | | | | | 219,893 | | Foreign currency translation | | | 7,173 | | | | | | | | | | | | | | | | | | | | 7,173 | | | | 7,173 | | Unrealized gains on marketable securities, net of tax | | | 1,480 | | | | | | | | | | | | | | | | | | | | 1,480 | | | | 1,480 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 228,546 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share-based compensation | | | | | | | | | | | | | | | 4,766 | | | | | | | | | | | | 4,766 | | Stock options and awards | | | | | | | 846,283 | | | | | | | | 3,250 | | | | | | | | | | | | 3,250 | | Tax effect of share exercises | | | | | | | | | | | | | | | 6,438 | | | | | | | | | | | | 6,438 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances as of January 31, 2010 | | | | | | | 168,558,371 | | | $ | 17 | | | $ | 184,620 | | | $ | 1,121,232 | | | $ | (9,094 | ) | | $ | 1,296,775 | | Net income | | $ | 272,958 | | | | | | | | | | | | | | | | 272,958 | | | | | | | | 272,958 | | Foreign currency translation | | | (429 | ) | | | | | | | | | | | | | | | | | | | (429 | ) | | | (429 | ) | Unrealized losses on marketable securities, net of tax | | | (739 | ) | | | | | | | | | | | | | | | | | | | (739 | ) | | | (739 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 271,790 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share-based compensation | | | | | | | | | | | | | | | 10,725 | | | | | | | | | | | | 10,725 | | Stock options and awards | | | | | | | 2,256,273 | | | | | | | | 24,129 | | | | | | | | | | | | 24,129 | | Tax effect of share exercises | | | | | | | | | | | | | | | 12,847 | | | | | | | | | | | | 12,847 | | Share Repurchases | | | | | | | (6,401,217 | ) | | | | | | | (204,718 | ) | | | | | | | | | | | (204,718 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances as of January 31, 2011 | | | | | | | 164,413,427 | | | $ | 17 | | | $ | 27,603 | | | $ | 1,394,190 | | | $ | (10,262 | ) | | $ | 1,411,548 | | Net income | | $ | 185,251 | | | | | | | | | | | | | | | | 185,251 | | | | | | | | 185,251 | | Foreign currency translation | | | (2,285 | ) | | | | | | | | | | | | | | | | | | | (2,285 | ) | | | (2,285 | ) | Unrealized gains on marketable securities, net of tax | | | 1,035 | | | | | | | | | | | | | | | | | | | | 1,035 | | | | 1,035 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income | | $ | 184,001 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share-based compensation | | | | | | | | | | | | | | | 3,068 | | | | | | | | | | | | 3,068 | | Stock options and awards | | | | | | | 993,923 | | | | | | | | 4,134 | | | | | | | | | | | | 4,134 | | Tax effect of share exercises | | | | | | | | | | | | | | | 8,995 | | | | | | | | | | | | 8,995 | | Share Repurchases | | | | | | | (20,774,343 | ) | | | (2 | ) | | | (43,800 | ) | | | (501,676 | ) | | | | | | | (545,478 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances as of January 31, 2012 | | | | | | | 144,633,007 | | | $ | 15 | | | $ | | | | $ | 1,077,765 | | | $ | (11,512 | ) | | $ | 1,066,268 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents URBAN OUTFITTERS, INC. Consolidated Statements of Cash Flows (in thousands) | | | | | | | | | | | | | | | Fiscal Year Ended January 31, | | | | 2012 | | | 2011 | | | 2010 | | Cash flows from operating activities: | | | | | | | | | | | | | Net income | | $ | 185,251 | | | $ | 272,958 | | | $ | 219,893 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | Depreciation and amortization | | | 108,112 | | | | 101,105 | | | | 92,350 | | Provision for deferred income taxes | | | (12,150 | ) | | | (8,727 | ) | | | 2,161 | | Excess tax benefit on share-based compensation | | | (8,995 | ) | | | (12,847 | ) | | | (6,438 | ) | Share-based compensation expense | | | 3,068 | | | | 10,725 | | | | 4,766 | | Loss on disposition of property and equipment, net | | | 857 | | | | 119 | | | | 339 | | Changes in assets and liabilities: | | | | | | | | | | | | | Receivables | | | (251 | ) | | | 1,835 | | | | (1,825 | ) | Inventories | | | (20,817 | ) | | | (43,372 | ) | | | (15,544 | ) | Prepaid expenses and other assets | | | 6,317 | | | | 14,825 | | | | (25,619 | ) | Accounts payable, accrued expenses and other liabilities | | | 21,310 | | | | 48,492 | | | | 55,311 | | | | | | | | | | | | | | | Net cash provided by operating activities | | | 282,702 | | | | 385,113 | | | | 325,394 | | | | | | | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | | Cash paid for property and equipment | | | (190,010 | ) | | | (143,642 | ) | | | (109,260 | ) | Cash paid for marketable securities | | | (169,467 | ) | | | (463,129 | ) | | | (806,546 | ) | Sales and maturities of marketable securities | | | 414,769 | | | | 571,236 | | | | 421,040 | | | | | | | | | | | | | | | Net cash provided by (used in) investing activities | | | 55,292 | | | | (35,535 | ) | | | (494,766 | ) | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | | Exercise of stock options | | | 4,136 | | | | 24,129 | | | | 3,250 | | Excess tax benefit from stock option exercises | | | 8,995 | | | | 12,847 | | | | 6,438 | | Share repurchases | | | (545,478 | ) | | | (204,718 | ) | | | | | | | | | | | | | | | | | | Net cash (used in) provided by financing activities | | | (532,347 | ) | | | (167,742 | ) | | | 9,688 | | | | | | | | | | | | | | | Effect of exchange rate changes on cash and cash equivalents | | | (631 | ) | | | (603 | ) | | | 2,673 | | | | | | | | | | | | | | | (Decrease) increase in cash and cash equivalents | | | (194,984 | ) | | | 181,233 | | | | (157,011 | ) | Cash and cash equivalents at beginning of period | | | 340,257 | | | | 159,024 | | | | 316,035 | | | | | | | | | | | | | | | Cash and cash equivalents at end of period | | $ | 145,273 | | | $ | 340,257 | | | $ | 159,024 | | | | | | | | | | | | | | | Supplemental cash flow information: | | | | | | | | | | | | | Cash paid during the year for: | | | | | | | | | | | | | Income taxes | | $ | 120,847 | | | $ | 121,341 | | | $ | 137,490 | | | | | | | | | | | | | | | Non-cash investing activitiesAccrued capital expenditures | | $ | 21,955 | | | $ | 8,077 | | | $ | 12,960 | | | | | | | | | | | | | | | The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents URBAN OUTFITTERS, INC. | | | | | |