Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common shares, $0.0001 par value—~~108,248,471~~109,134,684 shares outstanding on ~~December 5, 2017.~~September 4, 2018.

	October 31,			January 31,			October 31,			July 31,			January 31,			July 31,
	2017			2017			2016			2018			2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	234,726		$	248,140		$	234,886		$	405,727		$	282,220		$	276,759
Marketable securities		93,228			111,067			24,644			198,166			165,125			110,195
Accounts receivable, net of allowance for doubtful accounts of $710, $588 and $568, respectively		78,348			54,505			68,896
Accounts receivable, net of allowance for doubtful accounts of $1,613, $1,326 and $592, respectively											90,646			76,962			75,530
Inventory		449,957			338,590			453,826			375,657			351,395			365,176
Prepaid expenses and other current assets		111,050			129,095			107,767			131,572			103,055			110,017
Total current assets		967,309			881,397			890,019			1,201,768			978,757			937,677
Property and equipment, net		829,106			867,786			872,309			807,084			813,768			843,058
Marketable securities		41,254			44,288			5,605			45,514			58,688			25,960
Deferred income taxes and other assets		115,778			109,166			117,258			104,169			101,567			115,906
Total Assets	$	1,953,447		$	1,902,637		$	1,885,191		$	2,158,535		$	1,952,780		$	1,922,601
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	208,567		$	119,537		$	199,421		$	149,947		$	128,246		$	159,756
Accrued expenses, accrued compensation and other current liabilities		214,506			233,391			205,812			279,991			231,968			210,399
Total current liabilities		423,073			352,928			405,233			429,938			360,214			370,155
Long-term debt		—			—			—			—			—			—
Deferred rent and other liabilities		245,566			236,625			232,325			284,925			291,663			243,633
Total Liabilities		668,639			589,553			637,558			714,863			651,877			613,788
Commitments and contingencies (see Note 11)
Commitments and contingencies (see Note 12)
Shareholders’ equity:
Preferred shares; $.0001 par value, 10,000,000 shares authorized, none issued		—			—			—			—			—			—
Common shares; $.0001 par value, 200,000,000 shares authorized, 108,248,471, 116,233,781 and 116,233,584 shares issued and outstanding, respectively		11			12			12
Common shares; $.0001 par value, 200,000,000 shares authorized, 108,951,308, 108,248,568 and 111,280,653 shares issued and outstanding, respectively											11			11			11
Additional paid-in-capital		—			—			—			18,770			684			—
Retained earnings		1,309,541			1,347,141			1,285,268			1,451,492			1,310,859			1,332,145
Accumulated other comprehensive loss		(24,744	)		(34,069	)		(37,647	)		(26,601	)		(10,651	)		(23,343	)
Total Shareholders’ Equity		1,284,808			1,313,084			1,247,633			1,443,672			1,300,903			1,308,813
Total Liabilities and Shareholders’ Equity	$	1,953,447		$	1,902,637		$	1,885,191		$	2,158,535		$	1,952,780		$	1,922,601

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three Months Ended					Nine Months Ended				Three Months Ended				Six Months Ended
	October 31,					October 31,				July 31,				July 31,
	2017			2016		2017		2016		2018		2017		2018		2017
Net sales	$	892,774		$	862,491	$	2,526,895	$	2,515,636	$	992,454	$	872,931	$	1,848,142	$	1,634,121
Cost of sales		595,028			562,594		1,692,026		1,611,337		636,610		575,588		1,211,638		1,096,998
Gross profit		297,746			299,897		834,869		904,299		355,844		297,343		636,504		537,123
Selling, general and administrative expenses		224,858			229,592		665,765		665,299		238,992		222,163		465,756		440,907
Income from operations		72,888			70,305		169,104		239,000		116,852		75,180		170,748		96,216
Other (expense) income, net		(882	)		854		1,173		348
Other income, net											1,746		1,736		1,826		2,055
Income before income taxes		72,006			71,159		170,277		239,348		118,598		76,916		172,574		98,271
Income tax expense		26,914			23,804		63,332		85,516		25,789		27,001		38,505		36,418
Net income	$	45,092		$	47,355	$	106,945	$	153,832	$	92,809	$	49,915	$	134,069	$	61,853
Net income per common share:
Basic	$	0.41		$	0.41	$	0.95	$	1.31	$	0.85	$	0.44	$	1.23	$	0.54
Diluted	$	0.41		$	0.40	$	0.94	$	1.31	$	0.84	$	0.44	$	1.22	$	0.54
Weighted-average common shares outstanding:
Basic		109,667,224			116,829,912		113,113,597		117,087,696		108,831,399		113,500,381		108,663,990		114,865,336
Diluted		110,100,254			117,393,710		113,432,367		117,453,005		110,433,840		113,760,647		110,091,586		115,126,977

The accompanying notes are an integral part of these condensed consolidated financial statements.

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	October 31,						October 31,						July 31,						July 31,
	2017			2016			2017			2016			2018			2017			2018			2017
Net income	$	45,092		$	47,355		$	106,945		$	153,832		$	92,809		$	49,915		$	134,069		$	61,853
Other comprehensive (loss) income:
Foreign currency translation		(1,388	)		(10,665	)		9,342			(14,141	)		(7,881	)		8,942			(15,850	)		10,730
Change in unrealized losses on marketable securities, net of tax		(13	)		(55	)		(17	)		(55	)
Change in unrealized losses (gains) on marketable securities, net of tax														(7	)		(16	)		(100	)		(4	)
Total other comprehensive (loss) income		(1,401	)		(10,720	)		9,325			(14,196	)		(7,888	)		8,926			(15,950	)		10,726
Comprehensive income	$	43,691		$	36,635		$	116,270		$	139,636		$	84,921		$	58,841		$	118,119		$	72,579

The accompanying notes are an integral part of these condensed consolidated financial statements.

Accumulated

Common Shares

Additional

Other

Number of

Par

Paid-in

Retained

Comprehensive

Shares

Value

Capital

Earnings

Loss

Total

Balances as of January 31, 2017

116,233,781

$
12

$
—

$
1,347,141

$
(34,069
)

$
1,313,084

Comprehensive income

—

—

—

106,945

9,325

116,270

Share-based compensation

—

—

13,831

—

—

13,831

Stock options and awards

200,000

—

—

—

—

—

Cumulative effect of change in
accounting pronouncement

—

—

1,607

(760
)

—

847

Share repurchases

(8,185,310
)

(1
)

(15,438
)

(143,785
)

—

(159,224
)
Balances as of October 31, 2017

108,248,471

$
11

$
—

$
1,309,541

$
(24,744
)

$
1,284,808

											Accumulated
	Common Shares					Additional					Other
	Number of			Par		Paid-in			Retained		Comprehensive
	Shares			Value		Capital			Earnings		Loss			Total
Balances as of January 31, 2018		108,248,568		$	11	$	684		$	1,310,859	$	(10,651	)	$	1,300,903
Comprehensive income		—			—		—			134,069		(15,950	)		118,119
Share-based compensation		—			—		10,990			—		—			10,990
Share-based awards		860,758			—		13,020			—		—			13,020
Cumulative effect of change in accounting pronouncements (see Note 2)		—			—		—			6,564		—			6,564
Share repurchases		(158,018	)		—		(5,924	)		—		—			(5,924	)
Balances as of July 31, 2018		108,951,308		$	11	$	18,770		$	1,451,492	$	(26,601	)	$	1,443,672

The accompanying notes are an integral part of these condensed consolidated financial statements.

	For the Nine Months Ended						Six Months Ended
	October 31,						July 31,
	2017			2016			2018			2017
Cash flows from operating activities:
Net income	$	106,945		$	153,832		$	134,069		$	61,853
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		96,966			101,181			60,158			64,719
Benefit for deferred income taxes		(4,771	)		(11,087	)		(9,506	)		(4,414	)
Share-based compensation expense		13,831			20,032			10,990			13,956
Loss on disposition of property and equipment, net		3,276			2,801			2,452			2,060
Changes in assets and liabilities:
Receivables		(23,567	)		6,261			(14,196	)		(20,783	)
Inventory		(109,258	)		(126,934	)		(26,807	)		(24,475	)
Prepaid expenses and other assets		2,815			(7,331	)		(10,086	)		2,758
Payables, accrued expenses and other liabilities		83,411			90,592			71,728			27,628
Net cash provided by operating activities		169,648			229,347			218,802			123,302
Cash flows from investing activities:
Cash paid for property and equipment		(63,338	)		(112,069	)		(55,642	)		(43,004	)
Cash paid for marketable securities		(174,938	)		(152,340	)		(168,823	)		(116,675	)
Sales and maturities of marketable securities		209,937			218,400			130,029			152,838
Acquisition of business		—			(15,325	)
Net cash used in investing activities		(28,339	)		(61,334	)		(94,436	)		(6,841	)
Cash flows from financing activities:
Repayments of long-term debt		—			(150,000	)
Proceeds from the exercise of stock options		—			4,096			13,020			—
Share repurchases related to share repurchase program		(157,044	)		(45,787	)		—			(90,511	)
Share repurchases related to taxes for share-based awards		(2,180	)		(2,049	)		(5,924	)		(1,142	)
Net cash used in financing activities		(159,224	)		(193,740	)
Net cash provided by (used in) financing activities								7,096			(91,653	)
Effect of exchange rate changes on cash and cash equivalents		4,501			(4,663	)		(7,955	)		3,811
Decrease in cash and cash equivalents		(13,414	)		(30,390	)
Increase in cash and cash equivalents								123,507			28,619
Cash and cash equivalents at beginning of period		248,140			265,276			282,220			248,140
Cash and cash equivalents at end of period	$	234,726		$	234,886		$	405,727		$	276,759
Supplemental cash flow information:
Cash paid during the year for:
Income taxes	$	61,119		$	85,179		$	39,698		$	41,595
Non-cash investing activities—Accrued capital expenditures	$	8,560		$	16,012		$	15,002		$	9,246

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed financial statements should be read in conjunction with Urban Outfitters, Inc.’s (the “Company’s”) Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017,~~2018, filed with the United States Securities and Exchange Commission on April ~~3, 2017.~~2, 2018.

The Company’s business experiences seasonal fluctuations in net sales and net income, with a more significant portion typically realized in the second half of each year predominantly due to the year-end holiday period. Historically, and consistent with the retail industry, this seasonality also impacts our working capital requirements, particularly with regard to inventory. Accordingly, the results of operations for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 are not necessarily indicative of the results to be expected for the full year.

The Company’s fiscal year ends on January 31. All references in these notes to the Company’s fiscal years refer to the fiscal years ended on January 31 in those years. For example, the Company’s fiscal year ~~2018~~2019 will end on January 31, ~~2018.~~2019.

In ~~March~~October 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on February 1, 2017 and recorded a cumulative effect reduction to beginning retained earnings of $(984) related to the Company’s election to record forfeitures as they occur and $224 related to the recognition of previously unrecognized excess tax benefits. In addition, the Company elected to retrospectively adopt the provision regarding the presentation of excess tax benefits (deficits) in the statement of cash flows, which resulted in an increase in net cash provided by operating activities and a decrease in net cash used in financing activities of $333 for the nine months ended October 31, 2016. The provision requiring the inclusion of excess tax benefits (deficits) as a component of the provision for income taxes in the consolidated results of operations has been applied prospectively. The Company recorded excess tax deficits of $3,072 during the nine months ended October 31, 2017.

~~In October 2016, the FASB~~ issued an accounting standards update that amends the existing guidance on the income tax effects of intra-entity asset transfers with the exception of transfers of inventory. The update requires the recognition of tax expense when an intra-entity asset transfer occurs as opposed to being deferred under the existing guidance. The Company ~~will adopt~~adopted the new guidance ~~effective~~on February 1, 2018 using the modified retrospective approach. The net cumulative effect of this change ~~will~~was $4,496 and was recognized as a decrease to retained earnings as of February 1, 2018.

In May 2014, the FASB issued an accounting standards update that clarifies the principles for recognizing revenue from contracts with customers. The update outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance, including industry-specific guidance. The update states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in the amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Entities are required to apply the following steps when recognizing revenue under the update: (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract(s); (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company adopted this update on February 1, 2018 using the modified retrospective approach and applied the new guidance to all contracts that were not completed as of the adoption date. Adoption resulted in a change in the timing of recognizing breakage income related to its gift cards and in recognizing estimated sales returns on a gross basis on its balance sheet. The net cumulative effect of this change was $11,060, after tax, and was recognized as an increase to retained earnings as of ~~January 31, 2018, which will not~~February 1, 2018. The difference in financial statement line item amounts in the current period under the new accounting guidance as compared to what the balances would be ~~material.~~as reported under the previous accounting guidance is immaterial.

In June 2016, the FASB issued an accounting standards update that introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. This includes loan commitments, accounts receivable, trade receivables, and certain off-balance sheet credit exposures. The guidance

also modifies the impairment model for available-for-sale debt securities. The update will be effective for the

Company on February 1, 2020 and early adoption is permitted. The Company is currently assessing the potential effects this update may have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued an accounting standards update that amends the existing accounting standards for lease accounting. This update requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of 12 months or less. The update will be effective for the Company on February 1, 2019 and early adoption is permitted. The update requires a modified retrospective transition approach, which includes a number of practical expedients. While the Company expects adoption to result in a significant increase in the assets and liabilities recorded on its balance sheet, the Company is currently assessing the overall impact on its consolidated financial statements and related disclosures.

Merchandise: Merchandise is sold through retail stores, catalogs and the ~~FASB~~digital sales channel, as well as to wholesale customers and franchise partners. Revenue is recognized when control of the promised goods is transferred to the customer. The Company has elected to treat shipping and handling as fulfillment activities, and not a separate performance obligation. Accordingly, the Company will recognize revenue for its single performance obligation at the point of sale or at the time of shipment, which is when transfer of control to the customer occurs. Revenue does not include taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities. Revenue is recognized net of estimated customer returns. Retail segment return policies vary by brand, but generally provide for no time limit on returns and the refund to be issued in either the form of original payment or as a gift card. Payment for merchandise is tendered primarily by cash, check, credit card, debit card or gift card. Uncollectible accounts receivable primarily results from unauthorized credit card transactions. The Company maintains an ~~accounting standards update that clarifies~~allowance for doubtful accounts for its Wholesale segment accounts receivable, which management reviews on a regular basis and believes is sufficient to cover potential credit losses and billing adjustments. Payment terms in the ~~principles~~Wholesale segment vary by customer with the most common being a net 30-day policy.

Food and Beverage: Revenue from restaurant sales and events is recognized upon completion of the service, when the Company satisfies its single performance obligation. Customer deposits may be received in advance for ~~recognizing~~events which represents a contract liability until the Company satisfies its performance obligation.

Franchise Fees: Revenue from franchise operations primarily relates to merchandise sales to franchisees and royalty fees. Merchandise sales to franchisees are discussed above under Merchandise. Royalty fees are based upon a percentage of franchisee net sales to third party customers and are recognized when such sales occur.

Gift Cards: The Company accounts for a gift card transaction by recording a liability at the time the gift card is issued to the customer in exchange for consideration from the customer. At the time of issuance, the Company has an open performance obligation for the future delivery of promised goods or services. The liability remains outstanding until the card is redeemed by the customer, at which time the Company recognizes revenue. Over time, a portion of the outstanding gift cards will not be redeemed by the customer (“breakage”). Revenue is recognized from breakage over time in proportion to gift card redemptions. Judgment is used in determining the amount of breakage revenue ~~from contracts with customers.~~to be recognized and is based on historical gift card redemption patterns. Gift card breakage revenue is included in net sales and is not material. The ~~update outlines a single comprehensive model~~Company’s gift cards do not expire.

See Note 13, “Segment Reporting,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for ~~entities to use in accounting for revenue arising~~additional information including net sales recorded by reportable segment and net sales from contracts with customers by merchandise category.

Contract receivables occur when the Company satisfies all of its performance obligations under a contract and ~~supersedes most current~~recognizes revenue ~~recognition guidance, including industry-specific guidance. The update states that~~prior to billing or receiving consideration from a customer for which it has an ~~entity should recognize revenue~~unconditional right to ~~depict~~payment. Contract receivables arise from credit card transactions and sales to Wholesale segment customers and franchisees. For the ~~transfer~~six month period ended July 31, 2018, the opening and closing balance of ~~promised goods or services to customers~~contract

receivables, net of allowance for doubtful accounts, was $76,962 and $90,646, respectively. For the six month period ended July 31, 2017, the opening and closing balance of contract receivables, net of allowance for doubtful accounts, was $54,505 and $75,530, respectively. Contract receivables are included in “Accounts receivable, net of allowance for doubtful accounts” in the ~~amount that reflects~~Condensed Consolidated Balance Sheets.

Contract liabilities represent unearned revenue and result from the Company receiving consideration toin a contract with a customer for which it has not satisfied all of its performance obligations. The Company’s contract liabilities result from customer deposits and the ~~entity expects~~issuance of gift cards. Gift cards are expected to be ~~entitled in exchange for those goods and services. Entities are required to apply~~redeemed within two years of issuance, with the ~~following steps when recognizing revenue under the update: (1) identify the contract(s) with a customer; (2) identify the performance obligation~~majority of redemptions occurring in the ~~contract(s); (3) determine~~first year. For the ~~transaction price; (4) allocate~~six month period ended July 31, 2018, the ~~transaction price to~~opening and closing balance of contract liabilities was $56,637 and $32,013, respectively. For the ~~performance obligations~~six month period ended July 31, 2017, the opening and closing balance of contract liabilities was $59,013 and $46,664, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the ~~contract(s); and (5) recognize~~Condensed Consolidated Balance Sheets. During the six month period ended July 31, 2018, the Company recognized $22,429 of revenue when (or as) the entity satisfies a performance obligation. The update allows for a “full retrospective” adoption, meaning the update is applied to all periods presented, or a “modified retrospective” adoption, meaning the update is applied only to the most current periods presentedthat was included in the ~~financial statements. In August 2015,~~contract liability balance at the ~~FASB issued an accounting standards update which approved a one-year deferral~~beginning of the effective date that allows the Company to defer the effective date to February 1, 2018, but still permits the Company to adopt the update as of the original February 1, 2017 effective date. The Company has determined it will adopt this update on February 1, 2018 using the modified retrospective approach. The Company expects adoption to result in a change in the timing of recognizing breakage income related to its gift cards and in recognizing estimated sales returns on a gross basis on its balance sheet. The Company has concluded that the effects of this update will not have a material impact on its consolidated financial statements and related disclosures.period.

On February 1, 2016, the Company acquired certain assets of the Vetri Family group of restaurants, headquartered in Philadelphia, PA, for a total aggregate purchase price of approximately $18,937, of which $15,325 was paid in cash, $2,687 was satisfied through the settlement of a note receivable and $925 was settled in fiscal 2018. No liabilities were assumed. Pro forma information related to this acquisition is not included because the impact on the Company’s Condensed Consolidated Statements of Income is not considered to be material.

During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains (losses) and fair value of available-for-sale securities by major security type and class of security as of ~~October~~July 31, ~~2017,~~2018, January 31, ~~2017~~2018 and ~~October~~July 31, ~~2016~~2017 were as follows:

	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value		Cost		Gains		(Losses)			Value
As of October 31, 2017
As of July 31, 2018
Short-term Investments:
Corporate bonds	$	67,275	$	2	$	(71	)	$	67,206	$	150,648	$	—	$	(261	)	$	150,387
Municipal and pre-refunded municipal bonds		24,676		4		(14	)		24,666		46,904		10		(43	)		46,871
Certificates of deposit		1,356		—		—			1,356		908		—		—			908
		93,307		6		(85	)		93,228		198,460		10		(304	)		198,166
Long-term Investments:
Corporate bonds		30,051		2		(87	)		29,966		34,333		—		(213	)		34,120
Municipal and pre-refunded municipal bonds		1,362		—		(2	)		1,360		2,130		1		(7	)		2,124
Mutual funds, held in rabbi trust		5,639		109		(2	)		5,746		6,401		171		(1	)		6,571
Certificates of deposit		4,182		—		—			4,182		2,699		—		—			2,699
		41,234		111		(91	)		41,254		45,563		172		(221	)		45,514
	$	134,541	$	117	$	(176	)	$	134,482	$	244,023	$	182	$	(525	)	$	243,680
As of January 31, 2017
As of January 31, 2018
Short-term Investments:
Corporate bonds	$	59,403	$	7	$	(90	)	$	59,320	$	111,612	$	—	$	(184	)	$	111,428
Municipal and pre-refunded municipal bonds		51,731		28		(12	)		51,747		52,474		11		(39	)		52,446
Certificates of deposit											1,251		—		—			1,251
		111,134		35		(102	)		111,067		165,337		11		(223	)		165,125
Long-term Investments:
Corporate bonds		19,102		9		(33	)		19,078		39,853		—		(228	)		39,625
Municipal and pre-refunded municipal bonds		19,488		35		(9	)		19,514		9,873		8		(24	)		9,857
Mutual funds, held in rabbi trust		4,583		91		(1	)		4,673		5,973		274		(10	)		6,237
Certificates of deposit		1,023		—		—			1,023		2,969		—		—			2,969
		44,196		135		(43	)		44,288		58,668		282		(262	)		58,688
	$	155,330	$	170	$	(145	)	$	155,355	$	224,005	$	293	$	(485	)	$	223,813
As of October 31, 2016
As of July 31, 2017
Short-term Investments:
Corporate bonds	$	17,809	$	1	$	(19	)	$	17,791	$	72,805	$	4	$	(61	)	$	72,748
Municipal and pre-refunded municipal bonds		6,859		—		(6	)		6,853		36,630		15		(13	)		36,632
Certificates of deposit											815		—		—			815
		24,668		1		(25	)		24,644		110,250		19		(74	)		110,195
Long-term Investments:
Corporate bonds		222		1		—			223		14,906		—		(22	)		14,884
Municipal and pre-refunded municipal bonds		307		—		—			307		3,057		9		(2	)		3,064
Mutual funds, held in rabbi trust		4,544		—		(97	)		4,447		5,183		103		—			5,286
Certificates of deposit		628		—		—			628		2,726		—		—			2,726
		5,701		1		(97	)		5,605		25,872		112		(24	)		25,960
	$	30,369	$	2	$	(122	)	$	30,249	$	136,122	$	131	$	(98	)	$	136,155

Proceeds from the sales and maturities of available-for-sale securities were ~~$209,937~~$130,029 and ~~$218,400~~$152,838 for the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016,~~2017, respectively. The Company included in “Other ~~(expense)~~ income, net,” in the Condensed Consolidated Statements of Income, net realized losses of $2$0 and ~~$11~~$13 for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017,~~2018, respectively, and net realized losses of ~~$96~~$23 and ~~$74~~$9 for the three and ~~nine~~six months ended ~~October~~July 31, ~~2016,~~ 2017,

respectively. Amortization of discounts and premiums, net, resulted in a reduction of “Other ~~(expense)~~ income, net” of ~~$538~~$517 and ~~$2,066~~$1,151 for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017,~~2018, respectively, and ~~$550~~$725 and ~~$1,711~~$1,528 for the three and ~~nine~~six months ended ~~October~~July 31, ~~2016,~~2017, respectively. Mutual funds represent assets held

in an irrevocable rabbi trust for the Company’s Non-qualified Deferred Compensation Plan (“NQDC”). These assets are a source of funds to match the funding obligations to participants in the NQDC but are subject to the Company’s general creditors. The Company elected the fair value option for financial assets for the mutual funds held in the rabbi trust resulting in all unrealized gains and losses being recorded in “Other ~~(expense)~~ income, net” in the Condensed Consolidated Statements of Income.

The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach that relate to its financial assets and financial liabilities). The levels of the hierarchy are described as follows:

Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy. The Company’s financial assets that are accounted for at fair value on a recurring basis are presented in the tables below:

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	October 31, 2017								July 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	97,172	$	—	$	—	$	97,172	$	184,507	$	—	$	—	$	184,507
Municipal and pre-refunded municipal bonds		—		26,026		—		26,026		—		48,995		—		48,995
Mutual funds, held in rabbi trust		5,746		—		—		5,746		6,571		—		—		6,571
Certificates of deposit		—		5,538		—		5,538		—		3,607		—		3,607
	$	102,918	$	31,564	$	—	$	134,482	$	191,078	$	52,602	$	—	$	243,680

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	January 31, 2017								January 31, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	78,398	$	—	$	—	$	78,398	$	151,053	$	—	$	—	$	151,053
Municipal and pre-refunded municipal bonds		—		71,261		—		71,261		—		62,303		—		62,303
Mutual funds, held in rabbi trust		4,673		—		—		4,673		6,237		—		—		6,237
Certificates of deposit		—		1,023		—		1,023		—		4,220		—		4,220
	$	83,071	$	72,284	$	—	$	155,355	$	157,290	$	66,523	$	—	$	223,813

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	October 31, 2016								July 31, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	18,014	$	—	$	—	$	18,014	$	87,632	$	—	$	—	$	87,632
Municipal and pre-refunded municipal bonds		—		7,160		—		7,160		—		39,696		—		39,696
Mutual funds, held in rabbi trust		4,447		—		—		4,447		5,286		—		—		5,286
Certificates of deposit		—		628		—		628		—		3,541		—		3,541
	$	22,461	$	7,788	$	—	$	30,249	$	92,918	$	43,237	$	—	$	136,155

Level 1 assets consist of financial instruments whose value has been based on inputs that use, as their basis, readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers.

Level 2 assets consist of financial instruments whose value has been based on quoted prices for similar assets and liabilities in active markets as well as quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 assets consist of financial instruments where there has been no active market. The Company held no Level 3 financial instruments as of ~~October~~July 31, ~~2017,~~2018, January 31, ~~2017~~2018 and ~~October~~July 31, ~~2016.~~2017.

The fair value of cash and cash equivalents (Level 1) approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. As of ~~October~~July 31, ~~2017~~2018, January 31, 2018 and ~~2016,~~July 31, 2017, cash and cash equivalents included cash on hand, cash in banks, money market accounts and marketable securities with maturities of less than three months at the time of purchase. ~~The fair value of debt approximates its carrying value as it is all variable rate debt.~~

The Company’s non-financial assets, primarily consisting of property and equipment and goodwill, are tested for impairment ~~annually and~~ whenever events or changes in circumstances indicate that the carrying value may not be ~~recoverable.~~recoverable and, in the case of goodwill, an annual assessment is performed.

The fair value of property and equipment was determined using a discounted cash-flow model that utilized Level 3 inputs. The Company’s ~~stores~~retail locations are reviewed for impairment at the ~~store~~retail location level, which is the lowest level at which individual cash flows can be identified. In calculating future cash flows, the Company makes estimates regarding future operating results based on its experience and knowledge of market factors in which the ~~store~~retail location is located. Goodwill has been assigned to reporting units for purposes of impairment testing. The Company evaluates goodwill to determine if the carrying value exceeds the fair value of the reporting unit. For the three and ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016,~~2017, impairment charges were zero.

On ~~July 1, 2015,~~June 29, 2018, the Company and its domestic subsidiaries entered into ~~a five-year~~an amended and restated credit agreement (the “Amended Credit Agreement”) that amended the Company’s asset-based revolving ~~Credit Agreement (“Credit Agreement”)~~credit facility with certain lenders, including JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan ~~Securities LLC~~Chase Bank, N.A. and Wells Fargo Bank, National Association, as joint lead arrangers and co-book managers.

The Amended Credit Agreement ~~provides~~extended the maturity date of the senior secured revolving credit facility to June 2023 (the “Amended Credit Facility”). The Amended Credit Facility provides for loans and letters of credit up to ~~$400,000 (the “Credit Facility”),~~$350,000, subject to a borrowing base that is comprised of the Company’s eligible accounts receivable and inventory. The Amended Credit Facility includes a swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150,000. The funds available under the Amended Credit Facility may be used for working capital and other general corporate purposes.

The Amended Credit Facility provides for interest on borrowings, at the Company’s option, at either (i) adjusted LIBOR, CDOR or EURIBOR plus an applicable margin ranging from 1.125% to ~~1.625%~~1.375%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to ~~0.625%~~0.375%, each such ~~rate~~applicable margin depending on the level of availability under the Amended Credit ~~Facility and the Company’s adjusted leverage ratio. Interest is payable either monthly or quarterly depending~~Facility. Depending on the type of ~~borrowing.~~borrowing, interest on the Amended Credit Agreement is payable monthly, quarterly or at the end of the interest period. A commitment fee of 0.20% is payable quarterly on the unused portion of the Amended Credit ~~Facility based on the Company’s adjusted leverage ratio.~~Facility.

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

As of ~~October~~July 31, ~~2017,~~2018, the Company was in compliance with all terms of the Amended Credit Agreement and borrowings under the Amended Credit Facility totaled $0. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were ~~$10,565.~~$12,663.

Additionally, the Company has borrowing agreements with two separate financial institutions under which the Company may borrow an aggregate of $130,000 for the purposes of trade letter of credit issuances. The availability of any future borrowings under the trade letter of credit facilities is subject to acceptance by the respective financial institutions. As of ~~October~~July 31, ~~2017,~~2018, the Company had outstanding trade letters of credit of ~~$69,223,~~$59,197, and available trade letters of credit of ~~$60,777~~$70,803 under these facilities.

The new federal tax legislation commonly referred to as the U.S. Tax Cut and Jobs Act (the “Tax Act”) enacted on December 22, 2017 (the “Enactment Date”) introduced significant changes to U.S. income tax law. Effective for tax years beginning on or after January 1, 2018, the Tax Act reduced the U.S. federal corporate income tax rate from 35% to 21% and created new taxes on certain foreign-sourced earnings and certain intercompany payments.

The Company’s effective tax rate for the three months ended July 31, 2018 was 21.7% of income before income taxes compared to 35.1% of income before income taxes in the three months ended July 31, 2017. The Company’s effective tax rate for the six months ended July 31, 2018 was 22.3% of income before income taxes compared to 37.1% of income before income taxes in the six months ended July 31, 2017. The decrease in the effective tax rate for the three and six months ended July 31, 2018, compared with the same periods in 2017, was primarily affected by the Tax Act, which reduced the Company’s income tax rate to 21%, and by favorable discrete items occurring in the fiscal 2019 periods related to share-based award activity.

Staff Accounting Bulletin No. 118 (“SAB 118”) issued by the U.S. Securities and Exchange Commission allows registrants to record provisional estimates for the Tax Act during a measurement period not to exceed one year from the Enactment Date. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its financial statements as of January 31, 2018 amounting to a net expense of $64,705. The impacts of the Tax Act may differ from the Company’s provisional estimates due to many factors, including, but not limited to, changes to its interpretations of the provisions in the Tax Act; guidance that may be issued; and actions that the Company may take.

For the three and six months ended July 31, 2018, the Company recorded an additional measurement-period adjustment to its provisional estimate for the deemed repatriation transition tax obligation, with an immaterial impact to income tax expense. The Company has not made any measurement-period adjustments related to reduction of U.S. federal corporate tax rate or global intangibles low-tax income and amounts remain provisional. The Company is still evaluating the effects of the Tax Act’s provisions on its consolidated financial statements; however, the Company expects to complete its evaluation within the applicable measurement period, pursuant to SAB 118. As such, the Company’s provisional estimates for the Tax Act could change significantly within this period, resulting in a material impact to its financial position, results of operations, or cash flows. The accounting for the tax effects of the Tax Act will be completed during fiscal 2019.

Each year, the Company files income tax returns in U.S. federal and state jurisdictions and non-U.S. jurisdictions. These tax returns are subject to examination and possible challenge by taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the Company. As a result, income tax uncertainties are recognized in the Company’s Condensed Consolidated Financial Statements in accordance with accounting for income taxes under FASB Accounting Standards Codification 740, Income Taxes, when applicable.

The Company maintains stock incentive plans pursuant to which it can grant restricted shares, unrestricted shares, incentive stock options, non-qualified stock options, restricted stock units (“RSU’s”), performance stock units (“PSU’s”) or stock appreciation rights (“SAR’s”). A lattice binomial pricing model was used to estimate the fair values of stock options and SAR’s. The fair value of each of the PSU’s was determined using a Monte Carlo simulation. Share-based compensation expense included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Income, for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016~~2017 was as follows:

	Three Months Ended					Nine Months Ended				Three Months Ended				Six Months Ended
	October 31,					October 31,				July 31,				July 31,
	2017			2016		2017		2016		2018		2017		2018		2017
Stock Options	$	216		$	245	$	673	$	757	$	429	$	208	$	646	$	457
Stock Appreciation Rights		24			60		125		179		—		40		4		101
Performance Stock Units ⁽¹⁾		(3,107	)		5,595		5,702		15,550		1,549		4,791		3,570		8,809
Restricted Stock Units		2,742			1,380		7,331		3,546		3,488		2,754		6,770		4,589
Total	$	(125	)	$	7,280	$	13,831	$	20,032	$	5,466	$	7,793	$	10,990	$	13,956

(1) Includes the reversal of $6,509 of previously recognized compensation expense in the three and nine months ended October 31, 2017, related to 476,611 PSU’s that will not vest as the achievement of the related performance targets is not probable.

Share-based awards granted and the weighted-average fair value of such awards for the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 was as follows:

	Nine Months Ended				Six Months Ended
	October 31, 2017				July 31, 2018
			Weighted-				Weighted-
	Awards		Average Fair		Awards		Average Fair
	Granted		Value		Granted		Value
Stock Options		160,000	$	5.37		140,000	$	17.12
Stock Appreciation Rights		—	$	—		—	$	—
Performance Stock Units		390,000	$	23.38		100,000	$	34.76
Restricted Stock Units		609,000	$	25.88		545,000	$	36.35
Total		1,159,000				785,000

During the ~~nine~~six months ended ~~October~~July 31, ~~2017, 200,000 PSU’s vested. No~~2018, 410,000 stock options orwere exercised, 167,725 SAR’s were exercised, 209,999 PSU’s vested and no212,500 RSU’s ~~vested during the nine months ended October 31, 2017.~~vested.

The total unrecognized compensation cost related to outstanding share-based awards and the weighted-average period in which the cost is expected to be recognized as of ~~October~~July 31, ~~2017~~2018 was as follows:

	October 31, 2017				July 31, 2018
	Unrecognized		Weighted-		Unrecognized		Weighted-
	Compensation		Average		Compensation		Average
	Cost		Years		Cost		Years
Stock Options	$	503		0.6	$	2,029		0.8
Stock Appreciation Rights		21		0.3		—		—
Performance Stock Units		17,424		1.9		10,149		1.9
Restricted Stock Units		16,998		2.2		26,250		2.3
Total	$	34,946			$	38,428

Share repurchase activity under the Company’s share repurchase programs was as follows:

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	October 31,				October 31,				July 31,				July 31,
	2017		2016		2017		2016		2018		2017		2018		2017
Number of common shares repurchased and subsequently retired		3,083,201		1,000,000		8,092,906		1,324,700		—		5,009,705		—		5,009,705
Total cost	$	66,533	$	35,083	$	157,044	$	45,787	$	—	$	90,511	$	—	$	90,511
Average cost per share, including commissions	$	21.58	$	35.08	$	19.41	$	34.56	$	—	$	18.07	$	—	$	18.07

On February 23, 2015, the Company’s Board of Directors authorized the repurchase of 20,000,000 common shares under a share repurchase program; all shares were repurchased ~~and the authorization was completed~~ by the end of August 2017. On August 22, 2017, the Company’s Board of Directors authorized the repurchase of an additional 20,000,000 common shares under a ~~new~~ share repurchase program, of which 17,902,153 common shares were remaining as of ~~October~~July 31, ~~2017.~~2018.

~~In addition to~~During the ~~shares repurchased under the share repurchase program, during the nine~~six months ended ~~October~~July 31, ~~2017,~~2018, the Company acquired and subsequently retired ~~92,404~~158,018 common shares at a total cost of ~~$2,180~~$5,924 from employees to meet minimum statutory tax withholding requirements. During the ~~nine~~six months ended ~~October~~July 31, ~~2016,~~2017, the Company acquired and subsequently retired ~~55,683~~43,423 common shares at a total cost of ~~$2,049~~$1,142 from employees to meet minimum statutory tax withholding requirements.

The following tables present the changes in “Accumulated other comprehensive ~~income (loss),~~loss,” by component, net of tax, for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016:~~2017:

	Three Months Ended October 31, 2017									Nine Months Ended October 31, 2017									Three Months Ended July 31, 2018									Six Months Ended July 31, 2018
				Unrealized Gains									Unrealized Gains									Unrealized Gains									Unrealized Gains
	Foreign			and (Losses) on						Foreign			and (Losses) on						Foreign			and (Losses) on						Foreign			and (Losses) on
	Currency			Available-for-						Currency			Available-for-						Currency			Available-for-						Currency			Available-for-
	Translation			Sale Securities			Total			Translation			Sale Securities			Total			Translation			Sale Securities			Total			Translation			Sale Securities			Total
Balance at beginning of period	$	(23,282	)	$	(61	)	$	(23,343	)	$	(34,012	)	$	(57	)	$	(34,069	)	$	(18,309	)	$	(404	)	$	(18,713	)	$	(10,340	)	$	(311	)	$	(10,651	)
Other comprehensive income (loss) before reclassifications		(1,388	)		(11	)		(1,399	)		9,342			(6	)		9,336			(7,881	)		(7	)		(7,888	)		(15,850	)		(87	)		(15,937	)
Amounts reclassified from �� accumulated other comprehensive income (loss)		—			(2	)		(2	)		—			(11	)		(11	)
Amounts reclassified from accumulated other comprehensive income (loss)																				—			—			—			—			(13	)		(13	)
Net current-period other comprehensive income (loss)		(1,388	)		(13	)		(1,401	)		9,342			(17	)		9,325			(7,881	)		(7	)		(7,888	)		(15,850	)		(100	)		(15,950	)
Balance at end of period	$	(24,670	)	$	(74	)	$	(24,744	)	$	(24,670	)	$	(74	)	$	(24,744	)	$	(26,190	)	$	(411	)	$	(26,601	)	$	(26,190	)	$	(411	)	$	(26,601	)

	Three Months Ended October 31, 2016									Nine Months Ended October 31, 2016									Three Months Ended July 31, 2017									Six Months Ended July 31, 2017
				Unrealized Gains									Unrealized Gains									Unrealized Gains									Unrealized Gains
	Foreign			and (Losses) on						Foreign			and (Losses) on						Foreign			and (Losses) on						Foreign			and (Losses) on
	Currency			Available-for-						Currency			Available-for-						Currency			Available-for-						Currency			Available-for-
	Translation			Sale Securities			Total			Translation			Sale Securities			Total			Translation			Sale Securities			Total			Translation			Sale Securities			Total
Balance at beginning of period	$	(26,955	)	$	28		$	(26,927	)	$	(23,479	)	$	28		$	(23,451	)	$	(32,224	)	$	(45	)	$	(32,269	)	$	(34,012	)	$	(57	)	$	(34,069	)
Other comprehensive income (loss) before reclassifications		(10,665	)		41			(10,624	)		(14,141	)		19			(14,122	)		8,942			7			8,949			10,730			5			10,735
Amounts reclassified from accumulated other comprehensive income (loss)		—			(96	)		(96	)		—			(74	)		(74	)		—			(23	)		(23	)		—			(9	)		(9	)
Net current-period other comprehensive income (loss)		(10,665	)		(55	)		(10,720	)		(14,141	)		(55	)		(14,196	)		8,942			(16	)		8,926			10,730			(4	)		10,726
Balance at end of period	$	(37,620	)	$	(27	)	$	(37,647	)	$	(37,620	)	$	(27	)	$	(37,647	)	$	(23,282	)	$	(61	)	$	(23,343	)	$	(23,282	)	$	(61	)	$	(23,343	)

All unrealized gains and losses on available-for-sale securities reclassified from accumulated other comprehensive loss were recorded in “Other ~~(expense)~~ income, net” in the Condensed Consolidated Statements of Income.

The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net income per common share:

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	October 31,				October 31,				July 31,				July 31,
	2017		2016		2017		2016		2018		2017		2018		2017
Basic weighted-average common shares outstanding		109,667,224	��	116,829,912		113,113,597		117,087,696		108,831,399		113,500,381		108,663,990		114,865,336
Effect of dilutive options, stock appreciation rights, performance stock units and restricted stock units		433,030		563,798		318,770		365,309		1,602,441		260,266		1,427,596		261,641
Diluted weighted-average shares outstanding		110,100,254		117,393,710		113,432,367		117,453,005		110,433,840		113,760,647		110,091,586		115,126,977

For the three months ended ~~October~~July 31, ~~2017~~2018 and ~~2016,~~2017, awards to purchase ~~319,883~~240,000 common shares ranging in price from $46.02 to $46.42 and 481,075 common shares ranging in price from $28.10 to $46.02, ~~and 556,375 common shares ranging in price from $35.41 to $46.02,~~ respectively,

were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive. For the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016,~~2017, awards to purchase ~~1,016,733~~253,750 common shares ranging in price from ~~$25.60~~$37.02 to ~~$46.02~~$46.42 and ~~857,331~~1,045,275 common shares ranging in price from ~~$28.10~~$25.60 to $46.02, respectively, were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive.

Excluded from the calculation of diluted net income per common share as of ~~October~~July 31, 2018 and 2017 were 1,451,382 and ~~2016 were 2,610,295 and 2,442,345~~2,773,059 performance-based equity awards, respectively, because they did not meet the required performance criteria.

The Company is party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands. The Company operates two reportable segments— ~~“Retail”~~“Retail” and “Wholesale.” The Company’s Retail segment consists of the “Anthropologie,” “Bhldn,” “Free People,” “Terrain” and “Urban Outfitters” brands and the Food and Beverage division. The Anthropologie, Bhldn and Terrain brands make up the “Anthropologie Group.” As of ~~October~~July 31, ~~2017,~~2018, there were ~~245~~246 Urban Outfitters stores, 227 Anthropologie Group stores, ~~132~~135 Free People stores, ~~and 12~~ten restaurants under the Food and Beverage ~~division.~~division and two Urban Outfitters franchise locations. Each of Urban Outfitters, the Anthropologie Group and Free People, including their stores and ~~direct-to-consumer~~digital channels, and the restaurants operated under the Company’s Food and Beverage division, are considered an operating segment. Net sales from the Retail segment accounted for approximately 90.9% and 90.8% of total consolidated net sales for the three and six months ended July 31, 2018, respectively. Net sales from the Retail segment accounted for approximately 90.6% of total consolidated net sales for the three and ~~nine~~six months ended ~~October~~July 31, 2017. ~~Net sales from the Retail segment accounted for approximately 91.0% and 91.5% of total consolidated net sales for the three and nine months ended October 31, 2016, respectively.~~ The remaining net sales are derived from the Company’s Wholesale segment ~~that~~which consists of the Free People and Anthropologie ~~Group wholesale divisions~~brands that sell through approximately 2,100 department and specialty stores worldwide, digital businesses and the Company’s Retail segment. The Wholesale segment primarily ~~design, develop~~designs, develops and ~~market~~markets young women’s contemporary casual apparel, ~~including~~ intimates, FP Movement activewear and ~~activewear,~~ shoes under the Free People brand and home goods ~~sold through approximately 1,900 department~~including gifts, tabletop and ~~specialty stores worldwide, third-party websites and~~textiles under the ~~Retail segment.~~Anthropologie brand. The Anthropologie ~~Group~~ wholesale division was established in the third quarter of fiscal 2018.

The Company has aggregated its brands into the Retail segment based upon their shared management, customer base and economic characteristics. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. The Company evaluates the performance of the segments based on the net sales and pre-tax income from operations (excluding intercompany charges) of the segment. Corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments. The principal identifiable assets for each reporting segment are inventory and property and equipment.

Other assets are comprised primarily of general corporate assets, which principally consist of cash and cash equivalents, marketable securities, deferred taxes and prepaid expenses, which are typically not allocated to the Company’s segments. The Company accounts for intersegment sales and transfers as if the sales and transfers were made to third parties making similar volume purchases.

The Company’s omni-channel strategy enhances its customers’ brand experience by providing a seamless approach to the customer shopping experience. All available shopping channels are fully integrated, including stores, websites, mobile applications, catalogs and customer contact centers. The Company’s investments in areas such as marketing campaigns and technology advancements are designed to generate demand for the omni-channel and not the separate store or ~~direct-to-consumer~~digital channels. Store sales are primarily fulfilled from that store’s inventory, but may also be shipped from any of the Company’s fulfillment centers or from a different store location if an item is not available at the original store. ~~The Company~~We also ~~allows~~allow customers to view in-store inventory from ~~its~~our websites and mobile applications. ~~Direct-to-consumer~~Digital orders are primarily shipped to the Company’s customers

through its fulfillment centers, but may also be shipped from any store, or a combination of fulfillment centers and stores depending on the availability of a particular item. ~~Direct-to-consumer~~In addition, customers can pick up digital orders ~~may also be picked up at a store location. Customers may also~~and return certain merchandise purchased through ~~direct-to-consumer~~digital channels at ~~store~~retail locations. As the Company’s customers continue to shop across multiple channels, the Company has adapted its approach towards meeting this demand. Due to the availability of like product in a variety of shopping channels, the Company sources these products utilizing single stock keeping units based on the omni-channel demand rather than the demand of the separate channels. These and other technological capabilities allow the Company to better serve its customers and help it to complete ~~sales~~a sale that otherwise may not have occurred due to out-of-stock positions. ~~As a result of changing customer behavior~~We manage and ~~the substantial integration of the operations of the Company’s store and direct-to-consumer channels, the Company manages and analyzes its~~analyze our performance based on a single omni-channel rather than separate channels and ~~believes~~believe that the omni-channel results present the most meaningful and appropriate measure of ~~the Company’s~~our performance. Over the next several years the Company plans to continue to shift investment to the direct-to-consumer channel to align with changing customer preferences, and focus on improving its speed-to-customer capabilities.

The accounting policies of the reportable segments are the same as the policies described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017.~~2018. Both the Retail and Wholesale segments are highly diversified. No one customer constitutes more than 10% of the Company’s total consolidated net sales. A summary of the information about the Company’s operations by segment is as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	October 31,						October 31,						July 31,						July 31,
	2017			2016			2017			2016			2018			2017			2018			2017
Net sales
Retail operations	$	808,546		$	785,026		$	2,289,526		$	2,300,981		$	902,027		$	790,628		$	1,677,591		$	1,480,980
Wholesale operations		88,663			81,552			245,866			222,712			93,293			84,254			176,234			157,203
Intersegment elimination		(4,435	)		(4,087	)		(8,497	)		(8,057	)		(2,866	)		(1,951	)		(5,683	)		(4,062	)
Total net sales	$	892,774		$	862,491		$	2,526,895		$	2,515,636		$	992,454		$	872,931		$	1,848,142		$	1,634,121
Income from operations
Retail operations	$	61,667		$	67,981		$	150,575		$	234,022		$	106,423		$	69,003		$	158,295		$	88,908
Wholesale operations		20,866			17,006			57,373			44,213			19,815			20,238			34,620			36,507
Intersegment elimination		61			(317	)		91			(568	)		48			20			82			30
Total segment operating income		82,594			84,670			208,039			277,667			126,286			89,261			192,997			125,445
General corporate expenses		(9,706	)		(14,365	)		(38,935	)		(38,667	)		(9,434	)		(14,081	)		(22,249	)		(29,229	)
Total income from operations	$	72,888		$	70,305		$	169,104		$	239,000		$	116,852		$	75,180		$	170,748		$	96,216

	October 31,		January 31,		October 31,		July 31,		January 31,		July 31,
	2017		2017		2016		2018		2018		2017
Inventory
Retail operations	$	403,631	$	301,519	$	415,923	$	328,551	$	300,493	$	320,384
Wholesale operations		46,326		37,071		37,903		47,106		50,902		44,792
Total inventory	$	449,957	$	338,590	$	453,826	$	375,657	$	351,395	$	365,176
Property and equipment, net
Retail operations	$	826,296	$	864,396	$	869,042	$	804,625	$	811,128	$	839,987
Wholesale operations		2,810		3,390		3,267		2,459		2,640		3,071
Total property and equipment, net	$	829,106	$	867,786	$	872,309	$	807,084	$	813,768	$	843,058

The following ~~table summarizes the~~tables summarize net sales and percentage of net sales from contracts with customers by merchandise ~~category for the Company:~~category:

		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		October 31,						October 31,							July 31,						July 31,
		2017			2016			2017			2016				2018			2017			2018			2017
Net sales
Apparel ⁽¹⁾			69	%		68	%		69	%		69	%		$	690,447		$	599,374		$	1,290,135		$	1,119,487
Home ⁽²⁾			14	%		14	%		14	%		14	%			135,262			129,179			249,610			241,180
Accessories ⁽³⁾			12	%		13	%		12	%		13	%			118,335			100,354			217,110			189,942
Other ⁽⁴⁾			5	%		5	%		5	%		4	%			48,410			44,024			91,287			83,512
Total net sales			100	%		100	%		100	%		100	%		$	992,454		$	872,931		$	1,848,142		$	1,634,121

As a percentage of net sales
Apparel ⁽¹⁾																70	%		69	%		70	%		68	%
Home ⁽²⁾																13	%		15	%		13	%		15	%
Accessories ⁽³⁾																12	%		11	%		12	%		12	%
Other ⁽⁴⁾																5	%		5	%		5	%		5	%
Total net sales																100	%		100	%		100	%		100	%


(1) Apparel includes intimates and activewear	(1) Apparel includes intimates and activewear													(1) Apparel includes intimates and activewear
(2) Home includes home furnishings, electronics, gifts and decorative items	(2) Home includes home furnishings, electronics, gifts and decorative items													(2) Home includes home furnishings, electronics, gifts and decorative items
(3) Accessories includes footwear, jewelry and handbags	(3) Accessories includes footwear, jewelry and handbags													(3) Accessories includes footwear, jewelry and handbags
(4) Other includes beauty, shipping and handling revenues and the Food and Beverage division	(4) Other includes beauty, shipping and handling revenues and the Food and Beverage division													(4) Other includes beauty, shipping and handling revenues and the Food and Beverage division

Apparel, Home, and Accessories are sold through both the Retail and Wholesale segments. Revenue recognized from the Other category is primarily attributable to the Retail segment.

The Company has foreign operations primarily in Europe and Canada. Revenues and long-lived assets, based upon the Company’s domestic and foreign operations, are as follows:

	October 31,		January 31,		October 31,		July 31,		January 31,		July 31,
	2017		2017		2016		2018		2018		2017
Property and equipment, net
Domestic operations	$	735,731	$	766,419	$	767,916	$	730,024	$	720,890	$	744,388
Foreign operations		93,375		101,367		104,393		77,060		92,878		98,670
Total property and equipment, net	$	829,106	$	867,786	$	872,309	$	807,084	$	813,768	$	843,058

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	October 31,				October 31,				July 31,				July 31,
	2017		2016		2017		2016		2018		2017		2018		2017
Net Sales
Domestic operations	$	779,790	$	760,074	$	2,222,589	$	2,211,925	$	865,517	$	764,846	$	1,612,668	$	1,442,799
Foreign operations		112,984		102,417		304,306		303,711		126,937		108,085		235,474		191,322
Total net sales	$	892,774	$	862,491	$	2,526,895	$	2,515,636	$	992,454	$	872,931	$	1,848,142	$	1,634,121

Certain matters contained in this filing with the United States Securities and Exchange Commission (“SEC”) may contain forward-looking statements and are being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-Q, the words “project,” “believe,” “plan,” “will,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any one, or all, of the following factors could cause actual financial results to differ materially from those financial results mentioned in the forward-looking statements: the difficulty in predicting and responding to shifts in fashion trends, changes in the level of competitive pricing and promotional activity and other industry factors, overall economic and market conditions and worldwide political events and the resultant impact on consumer spending patterns, any effects of war, terrorism and civil unrest, natural disasters or severe or unseasonable weather conditions, increases in labor costs, increases in raw material costs, availability of suitable retail space for expansion, timing of store openings, risks associated with international expansion, seasonal fluctuations in gross sales, the departure of one or more key senior executives, import risks, changes to U.S. and foreign trade policies, including the enactment of tariffs, border adjustment taxes or increases in duties or quotas, the closing or disruption of, or any damage to, any of our distribution centers, our ability to protect our intellectual property rights, risks associated with internet sales, our ability to maintain and expand our digital sales channels, response to new store concepts, our ability to integrate acquisitions, failure of our manufacturers and third-party vendors to comply with our social compliance program, changes in our effective income tax rate, the impact of the U.S. Tax Cuts and Jobs Act, changes in accounting standards and subjective assumptions, regulatory changes and legal matters and other risks identified in our filings with the SEC, including those set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017,~~2018, filed on April ~~3, 2017.~~2, 2018. We disclaim any intent or obligation to update forward-looking statements even if experience or future changes make it clear that actual results may differ materially from any projected results expressed or implied therein.

Unless the context otherwise requires, all references to the “Company,” “we,” “us” or “our” refer to Urban Outfitters, Inc., together with its subsidiaries.

We operate two reportable segments: a leading lifestyle specialty Retail segment and a Wholesale segment. Our Retail segment consists of our Anthropologie, Bhldn, Free People, Terrain and Urban Outfitters brands and our Food and Beverage division. Our Retail segment consumer products and services are sold directly to our customers through our stores, websites, mobile applications, catalogs and customer contact ~~centers. Our~~centers and franchised or third-party operated stores and digital businesses. The Wholesale segment consists of ~~the~~our Free People and Anthropologie ~~Group wholesale divisions~~brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily ~~design, develop~~designs, develops and ~~market~~markets young women’s contemporary casual apparel, ~~including~~ intimates, FP Movement activewear and ~~activewear,~~ shoes under the Free People brand and home goods ~~sold through approximately 1,900 department~~including gifts, tabletop and ~~specialty stores worldwide, third-party websites and our Retail segment.~~textiles under the Anthropologie brand.

Our fiscal year ends on January 31. All references to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, our fiscal year ~~2018~~2019 will end on January 31, ~~2018.~~2019.

Our omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All available shopping channels are fully integrated, including stores, websites, mobile applications, catalogs and customer contact centers. Our investments in areas such as marketing campaigns and technology advancements are designed to generate demand for the omni-channel and not the separate store or ~~direct-to-consumer~~digital channels. Store sales are primarily fulfilled from that store’s inventory, but may also be shipped from any of our fulfillment centers or from a different store location if an item is not available at the original store. We also allow customers to view in-store inventory from our websites and mobile applications. ~~Direct-to-consumer~~Digital orders are primarily shipped to our customers through our fulfillment centers, but may also be shipped from any store, or a combination of fulfillment centers and stores depending on the availability of particular items. ~~Direct-to-consumer~~Digital orders may also be picked up at a store ~~location. Customers~~location, and customers may also return certain merchandise purchased through ~~direct-to-consumer~~digital channels at store

locations. As our customers continue to shop across multiple channels, we have adapted our approach towards meeting this demand. Due to the availability of like product in a

variety of shopping channels, we source these products utilizing single stock keeping units based on the omni-channel demand rather than the demand of the separate channels. These and other technological capabilities allow us to better serve our customers and help us complete sales that otherwise may not have occurred due to out-of-stock positions. ~~As a result of changing customer behavior and the substantial integration of the operations of our store and direct-to-consumer channels, we~~We manage and analyze our performance based on a single omni-channel rather than separate channels and believe that the omni-channel results present the most meaningful and appropriate measure of our performance. Over the next several years we plan to continue to shift investment to the direct-to-consumer channel to align with changing customer preferences, and focus on improving our speed-to-customer capabilities.

Our comparable Retail segment net sales data is equal to the sum of our comparable store and comparable ~~direct-to-consumer~~digital channel net sales. A store is considered to be comparable if it has been open at least 12 full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year. A ~~direct-to-consumer~~digital channel is considered to be comparable if it has been operational for at least 12 full months. ~~There is no overlap between comparable store net sales and comparable direct-to-consumer net sales.~~ Sales from stores and ~~direct-to-consumer~~digital channels that do not fall within the definition of comparable store or channel are considered to be non-comparable. ~~The~~Franchise revenue and the effects of foreign currency translation are also considered non-comparable.

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

As of October 31, 2017, we operated 245 Urban Outfitters stores of which 181 were located in the United States, 18 were located in Canada and 46 were located in Europe. For the nine months ended October 31, 2017, we opened four new Urban Outfitters stores, one located in the United States and three located in Europe, and we closed one store located in the United States. Total store selling square footage increased 0.5% over the prior year period to 2.2 million square feet. 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. Urban Outfitters offers a catalog in Europe offering select merchandise, most of which is also available in our Urban Outfitters stores. Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, websites and mobile ~~applications. Urban Outfitters’~~applications through a product offering that includes women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty. A large portion of our merchandise is exclusive to Urban Outfitters, consisting of an assortment of product designed internally and designed in collaboration with third-party brands. Urban ~~Outfitters’ North American~~Outfitters stores are in street locations in large metropolitan areas and ~~European Retail segment net sales accounted for approximately 30.7%~~select university communities, specialty centers and ~~7.4% of consolidated net sales, respectively, for the nine months ended October 31, 2017, compared~~enclosed malls that accommodate our customers’ propensity not only to ~~32.4% and 7.4%, respectively, for the comparable period in fiscal 2017.~~

The Anthropologie Group consists of the Anthropologie, Bhldn and Terrain brands. As of October 31, 2017, we operated 227 Anthropologie Group stores, of which 203 were located in the United States, 13 were located in Canada and 11 were located in Europe. For the nine months ended October 31, 2017, we opened three new Anthropologie Group stores, and we closed one store, all located in the United States. Total store selling square footage increased 2.6% over the prior year periodshop, but also to ~~1.7 million square feet driven mainly by the opening of expanded format stores. The Anthropologie Group~~congregate with their peers. Urban Outfitters operates websites and mobile applications in North America and Europe that capture the spirit of ~~its brands~~the brand by offering a similar yet broader selection of merchandise as found in its ~~stores. The Anthropologie brand~~stores, offers ~~registry services through its website and mobile application and~~a catalog in ~~all of its stores throughout the United States, allowing our customers to create gift registries for any occasion. In addition, the brand offers catalogs in North America and~~ Europe ~~that market~~offering select merchandise, most of which is also available in its stores, and partners with third-party digital marketplaces to offer a limited selection of merchandise which is available online in Asia. Urban Outfitters’ North American and European Retail segment net sales accounted for approximately 29.8% and 8.2% of consolidated net sales, respectively, for the six months ended July 31, 2018, compared to 30.1% and 7.1%, respectively, for the comparable period in fiscal 2018.

The Anthropologie ~~brand stores.~~Group consists of the Anthropologie, Bhldn and Terrain brands. Merchandise at the Anthropologie brand is tailored to sophisticated and contemporary women aged 28 to 45. Product assortment includes women’s casual apparel, ~~and~~ accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and ~~beauty.~~beauty and wellness. The Bhldn brand emphasizes every element that contributes to a wedding. The Bhldn brand offers a curated collection of heirloom quality wedding gowns, bridesmaid frocks, party dresses, assorted jewelry, headpieces, footwear, lingerie and decorations. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated

outdoor living and gardening experience. Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. Anthropologie Group stores are located in specialty centers, upscale street locations and enclosed malls. The Anthropologie Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores. In addition, the Anthropologie brand offers catalogs in North America and Europe that market select merchandise, most of which is also available in Anthropologie brand stores. We plan to open additional Anthropologie Group stores, some of which may be expanded format stores that include multiple Anthropologie Group brands and that allow us to present an expanded assortment of products in certain ~~categories such as petites, jewelry and accessories, footwear, intimates, beauty and home furnishings.~~categories. The Anthropologie Group’s North American and European Retail segment net sales accounted for approximately ~~39.0%~~38.6% and ~~1.6%~~1.7% of consolidated net sales, respectively, for the ~~nine~~six months ended ~~October~~July 31, ~~2017,~~2018, compared to ~~39.2%~~39.6% and ~~1.4%~~1.6%, respectively, for the comparable period in fiscal ~~2017.~~2018.

AsFree People focuses its product offering on private label merchandise targeted to young contemporary women aged 25 to 30 and provides a unique merchandise mix of ~~October 31, 2017, we operated 132~~casual women’s apparel, intimates, FP Movement activewear, shoes, accessories, home products, gifts and beauty and wellness. Free People stores ~~of which 126 were~~are located in ~~the United States~~

enclosed malls, upscale street locations and six were located in Canada. For the nine months ended October 31, 2017, we opened eight new Free People stores, and we closed three stores, all located in the United States. Total store selling square footage increased 17.4% over the prior year period to 287,000. The increase in selling square footage compared to the prior year period was a result of operating eight net new stores, including expanded format stores, that were not in operation during the prior 12 month period.specialty centers. Free People 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 wholesale offerings. Free People also offers a catalog that markets select merchandise, most of which is also available in our Free People ~~stores. Free People focuses its product offering on private label~~stores, and partners with third-party digital marketplaces to offer a limited selection of merchandise targeted to young contemporary women aged 25 to 30 and provides a unique merchandise mix of casual women’s apparel, activewear, intimates, shoes, accessories, home products, gifts and beauty and wellness. We plan to open additional stores over the next several years, some of which ~~will be expanded format stores that allow us to present an expanded assortment of intimates, shoes, party dresses and activewear.~~is available online in Asia. Free People’s Retail segment net sales accounted for approximately ~~11.2%~~11.9% of consolidated net sales for the ~~nine~~six months ended ~~October~~July 31, ~~2017,~~2018, compared to approximately ~~10.4%~~11.4% for the comparable period in fiscal ~~2017.~~2018.

As of October 31, 2017, we operated 12 restaurants under our Food and Beverage division, all of which were located in the United States. For the nine months ended October 31, 2017, we opened one new restaurant, and we closed one restaurant. The Food and Beverage division focuses on a dining experience that provides excellence in food, beverage and service. The Food and Beverage division net sales accounted for less than 1.0% of consolidated net sales for the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and the comparable period in fiscal ~~2017.~~2018.

	January 31,		Stores		Stores			July 31,
	2018		Opened		Closed			2018
Urban Outfitters
United States		180		—		—			180
Canada		18		—		—			18
Europe		47		2		(1	)		48
Urban Outfitters Global Total		245		2		(1	)		246
Anthropologie Group
United States		204		1		(1	)		204
Canada		12		—		—			12
Europe		10		1		—			11
Anthropologie Group Global Total		226		2		(1	)		227
Free People
United States		126		3		—			129
Canada		6		—		—			6
Free People Global Total		132		3		—			135
Food and Beverage
United States		10		—		—			10
Food and Beverage Total		10		—		—			10
Total Company-Owned Stores		613		7		(2	)		618
Franchisee-Owned Stores		—		2		—			2
Total URBN		613		9		(2	)		620

Selling square footage by brand as of July 31, 2018 and July 31, 2017, was as follows:

We plan to open approximately 1918 new stores during fiscal ~~2018,~~2019, including five Urban Outfitters stores, four Anthropologie Group stores, ~~nine~~six Free People stores and ~~one restaurant.~~three Food and Beverage restaurants. We plan to close approximately ~~eight~~13 stores during fiscal ~~2018,~~2019, including ~~two~~five Urban Outfitters stores, ~~one~~two Anthropologie Group ~~store, four~~stores

and six Free People stores, ~~and one restaurant.~~all due to lease expirations. Within the United States and Canada, ~~future new store growth will be driven by the Free People brand, as both Urban Outfitters and Anthropologie brands~~we are at or close to our ~~currently planned total~~desired maximum store ~~count. Our net store growth strategy for the Anthropologie Group will focus on relocation or the conversion of existing stores into expanded format stores. In the future, we plan for new store growth~~count for the Urban Outfitters, Anthropologie and Free People brands. We plan for growth for all three brands to come from ~~modest~~ expansion internationally, which may include opening stores in new and existing markets or entering into additional franchise ~~and~~or joint venture agreements.

Our Wholesale segment consists of the Free People and Anthropologie ~~Group wholesale divisions~~brands that ~~design, develop~~sell through approximately 2,100 department and ~~market~~specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets young women’s contemporary casual apparel, ~~including~~ intimates, FP Movement activewear and ~~activewear,~~ shoes under the Free People brand and home goods ~~sold through approximately 1,900 department~~including gifts, tabletop and ~~specialty stores worldwide, third-party websites and our Retail segment.~~textiles under the Anthropologie brand. The Anthropologie ~~Group~~ wholesale division was established in the third quarter of fiscal 2018. Our Wholesale segment net sales accounted for approximately ~~9.4%~~9.2% of consolidated net sales for the ~~nine~~six months ended ~~October~~July 31, ~~2017,~~2018, compared to ~~8.5%~~9.4% for the comparable period in fiscal ~~2017.~~2018.

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

Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our Board of Directors. Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to our Consolidated Financial Statements for the fiscal year ended January 31, ~~2017,~~2018, which are included in our Annual Report on Form 10-K filed with the SEC on April ~~3, 2017.~~2, 2018. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. 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. We adopted ~~the~~ new accounting ~~standard~~standards related to ~~share-based compensation~~revenue recognition and intra-entity asset transfers on February 1, ~~2017,~~2018, which changed ~~our~~certain accounting ~~policy for forfeitures (See~~policies (see Note 2, “Recent Accounting Pronouncements,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q). Other than the adoption of the new accounting ~~standard,~~standards, there have been no significant changes to our critical accounting policies during the ~~nine~~six months ended ~~October~~July 31, ~~2017.~~2018.

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

	Three Month Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	October 31,						October 31,						July 31,						July 31,
	2017			2016			2017			2016			2018			2017			2018			2017
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		66.6			65.2			67.0			64.1			64.1			65.9			65.6			67.1
Gross profit		33.4			34.8			33.0			35.9			35.9			31.4			34.4			32.9
Selling, general and administrative expenses		25.2			26.6			26.3			26.4			24.1			25.5			25.2			27.0
Income from operations		8.2			8.2			6.7			9.5			11.8			8.6			9.2			5.9
Other (expense) income, net	(0.1)				0.1			0.0			0.0
Other income, net														0.1			0.2			0.1			0.1
Income before income taxes		8.1			8.3			6.7			9.5			11.9			8.8			9.3			6.0
Income tax expense		3.0			2.8			2.5			3.4			2.5			3.1			2.0			2.2
Net income		5.1	%		5.5	%		4.2	%		6.1	%		9.4	%		5.7	%		7.3	%		3.8	%

Three Months Ended ~~October~~July 31, ~~2017~~2018 Compared To Three Months Ended ~~October~~July 31, ~~2016~~2017

Net sales in the ~~third~~second quarter of fiscal ~~2018~~2019 were ~~$892.8~~$992.5 million, compared to ~~$862.5~~$872.9 million in the ~~third~~second quarter of fiscal ~~2017.~~2018. The ~~$30.3~~$119.6 million increase was attributable to ~~a $23.5~~an $111.4 million, or ~~3.0%~~14.1%, increase in Retail segment net sales and a ~~$6.8~~$8.2 million, or ~~8.7%~~9.9%, increase in our Wholesale segment net sales. Retail segment net sales for the ~~third~~second quarter of fiscal ~~2018~~2019 accounted for ~~90.6%~~90.9% of total net sales compared to ~~91.0%~~90.6% of total net sales in the ~~third~~second quarter of fiscal ~~2017.~~2018.

The increase in our Retail segment net sales during the ~~third~~second quarter of fiscal ~~2018~~2019 was due to an increase of ~~$9.4~~$100.3 million, or ~~1.2%~~13.1%, in Retail segment comparable net sales, which includes our ~~direct-to-consumer~~digital channel, and an increase of ~~$14.1~~$11.1 million in non-comparable net sales, including the impact of foreign currency translation and new store net sales. Retail segment comparable net sales increased ~~4.1%~~17.3% at Free People, ~~1.7%~~14.6% at Urban Outfitters and 10.6% at the Anthropologie Group and 0.1% at Urban Outfitters. Excluding the estimated impact of the North American hurricanes in the quarter, comparable Retail segment net sales increased 1.9%, and by brand, comparable Retail segment net sales increased 4.8% at Free People, 2.4% at the Anthropologie Group and 0.8% at Urban Outfitters.Group. The increase in Retail segment comparable net sales was driven by continued growth in the ~~direct-to-consumer~~digital channel ~~partially offset by negative retail~~and positive comparable store net sales. The ~~direct-to-consumer~~digital channel net sales increase was driven by increases in average order value, sessions and conversion ~~rate, which more than offset a small decrease in average order value. Negative~~rate. Positive comparable store net sales resulted from ~~declines~~increases in ~~transactions,~~ average unit selling price, transactions and units per transaction. Store traffic for the quarter ~~increased, with strong growth in our European market.~~

increased. The increase in net sales attributable to non-comparable sales was primarily due to the impact of foreign currency translation and the result of operating 35nine net new stores and restaurants during the ~~third~~second quarter of fiscal ~~2018~~2019 that were not in operation for the full comparable quarter in fiscal ~~2017. Thus far during the fourth quarter of fiscal~~2018. As stated in our press release dated September 6, 2018, comparable Retail segment net sales ~~are mid single-digit positive.~~for the third quarter of fiscal 2019 as of September 3, 2018 were 10%.

The increase in Wholesale segment net sales in the ~~third~~second quarter of fiscal 2019, as compared to the second quarter of fiscal 2018, ~~as compared to the third quarter of fiscal 2017,~~ was primarily due to ~~domestic~~an increase in units sold both domestically and ~~international growth at~~internationally in department stores, specialty stores and ~~third-party websites. Wholesale sales growth~~digital businesses, which was ~~driven~~partially offset by ~~an increase~~a decrease in ~~units and~~ average unit selling price.

Gross profit percentage for the ~~third~~second quarter of fiscal ~~2018 decreased~~2019 increased to ~~33.4%~~35.9% of net sales, from ~~34.8%~~34.1% of net sales in the comparable quarter in fiscal ~~2017.~~2018. Gross profit ~~decreased~~increased to ~~$297.7~~$355.8 million in the ~~third~~second quarter of fiscal ~~2018~~2019 from ~~$299.9~~$297.3 million in the ~~comparable~~second quarter inof fiscal ~~2017.~~2018. The ~~decline~~increase in gross profit percentage was primarily driven by lower markdowns at all three brands and leverage in store occupancy cost due to strong Retail segment comparable net sales. These gains were partially offset by deleverage in delivery ~~and logistics~~ expense due in part to the increased penetration of the ~~direct-to-consumer channel, higher international sales and increased sales of furniture.~~digital channel. Total inventory at ~~October~~July 31, ~~2017 decreased~~2018 increased by ~~$3.8~~$10.5 million, or ~~0.9%~~2.9%, to ~~$450.0~~$375.7 million from ~~$453.8~~$365.2 million at ~~October~~July 31, ~~2016.~~2017. Comparable Retail segment inventory ~~decreased 1.4%~~increased 3.2% at ~~cost, which was partially offset by inventory to stock non-comparable stores.~~cost.

Selling, general and administrative expenses as a percentage of net sales decreased during the ~~third~~second quarter of fiscal ~~2018~~2019 to ~~25.2%~~24.1% of net sales, compared to ~~26.6%~~25.5% of net sales for the ~~third~~second quarter of fiscal ~~2017.~~2018. This percentage decrease was primarily driven by the net sales growth, continued savings associated with the fiscal 2018 store reorganization project and the current year benefit associated with the nonrecurring store reorganization expenses incurred in the prior year. Selling, general and administrative expenses ~~decreased~~increased by ~~$4.7~~$16.8 million, or ~~2.1%~~7.6%, to ~~$224.9~~$239.0 million in the ~~third~~second quarter of fiscal ~~2018, from $229.6 million in~~2019, compared to the ~~third~~second quarter of fiscal ~~2017.~~2018. The ~~leverage~~dollar growth in selling, general and ~~decrease in~~administrative expenses ~~were~~was primarily due to ~~savings associated with our store organization project~~increased direct selling and ~~lower share-based compensation~~marketing expenses to support and drive the increase in Retail segment net sales and higher bonus expense, ~~partially offset by increased investments in digital marketing expenditures to drive sales.~~including a one-time discretionary bonus.

Income from operations ~~remained flat at 8.2%~~increased to 11.8% of net sales, or ~~$72.9~~$116.9 million, for the ~~third~~second quarter of fiscal ~~2018~~2019 compared to ~~8.2%,~~8.6% of net sales, or ~~$70.3~~$75.2 million, for the ~~third~~second quarter of fiscal ~~2017.~~2018.

Our effective tax rate for the ~~third~~second quarter of fiscal ~~2018~~2019 was ~~37.4%~~21.7% of income before income taxes compared to ~~33.5%~~35.1% of income before income taxes in the ~~third~~second quarter of fiscal ~~2017.~~2018. The ~~increase~~decrease in the effective tax rate was primarily due to the ~~ratio~~lower federal statutory rate resulting from the U.S. Tax Cuts and Jobs Act and by favorable discrete items occurring in the second quarter of ~~certain foreign taxable profits and losses to global taxable profits and the adoption of the new accounting standard~~fiscal 2019 related to share-based ~~compensation (See Note 2, “Recent Accounting Pronouncements,” of the Notes to our Condensed Consolidated Financial Statement included in this Quarterly Report on Form 10-Q).~~award activity.

~~Nine~~Six Months Ended ~~October~~July 31, ~~2017~~2018 Compared To ~~Nine~~Six Months Ended ~~October~~July 31, ~~2016~~2017

Net sales for the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 were ~~$2.53~~$1.85 billion, compared to ~~$2.52~~$1.63 billion in the comparable period of fiscal ~~2017.~~2018. The ~~$11.3~~$214.0 million increase was attributable to a ~~$22.7~~$196.6 million, or ~~10.6%~~13.3%, increase in ~~Wholesale~~Retail segment net sales ~~partially offset by an $11.4~~and a $17.4 million, or ~~0.5%~~11.4%, ~~decrease~~increase in our ~~Retail~~Wholesale segment net sales. Retail segment net sales for the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 accounted for ~~90.6%~~90.8% of total net sales compared to ~~91.5%~~90.6% of total net sales in the ~~nine~~six months ended ~~October~~July 31, ~~2016.~~2017.

The ~~decline~~increase in our Retail segment net sales during the first ~~nine~~six months of fiscal ~~2018~~2019 was due to ~~a decrease~~an increase of ~~$43.0~~$167.3 million, or ~~2.0%~~11.7%, in Retail segment comparable net sales, which includes our ~~direct-to-consumer~~digital channel, ~~partially offset by~~and an increase of ~~$31.6~~$29.3 million in non-comparable net sales, including the impact of foreign currency translation and new store net sales. Retail segment comparable net sales increased ~~3.4%~~16.1% at Free People, ~~but decreased 1.7%~~11.6% at Urban Outfitters and 10.7% at the Anthropologie ~~Group and 3.6% at Urban Outfitters.~~Group. The ~~decrease~~increase in Retail segment comparable net sales was driven by ~~negative comparable store net sales, which were partially offset by~~ continued growth in the ~~direct-to-consumer channel. Negative~~digital channel and positive comparable store net sales. The digital channel net sales increase was driven by increases in average order value, sessions and conversion rate. Positive comparable store net sales resulted from ~~decreased transactions and~~increased average unit selling price, while transactions and units per transaction were flat. Store traffic was also flat, with declines in North America offsetting growth in Europe. The direct-to-consumer net sales increase was driven by an increase in sessions and conversion rate, which more than offset a decrease in average order value.for the first half of fiscal 2019 increased. The increase in net sales attributable to non-comparable sales was primarily due to the impact of foreign currency translation and the result of operating 4812 net new stores and restaurants during the first ~~nine months~~half of fiscal ~~2018~~2019 that were not in operation for the full comparable ~~period~~first half of fiscal ~~2017.~~2018.

The increase in Wholesale segment net sales ~~during~~in the first ~~nine~~six months of fiscal ~~2018,~~2019, as compared to the first ~~nine~~six months of fiscal ~~2017,~~2018, was primarily due to ~~domestic~~an increase in units sold both domestically and ~~international growth at~~internationally in department stores, specialty stores and ~~third-party websites. Wholesale sales growth was driven by an increase in units that~~digital businesses, which was partially offset by a decrease in average unit selling price.

Gross profit percentage for the first ~~nine~~six months of fiscal ~~2018 decreased~~2019 increased to ~~33.0%~~34.4% of net sales, from ~~35.9%~~32.9% of net sales in the comparable period in fiscal ~~2017.~~2018. Gross profit ~~decreased~~increased to ~~$834.9~~$636.5 million for the first ~~nine~~six months of fiscal ~~2018~~2019 from ~~$904.3~~$537.1 million in the comparable period in fiscal ~~2017.~~2018. The ~~decline~~increase in gross profit percentage was primarily driven by lower markdowns at all three brands and leverage in store occupancy cost due to strong Retail segment comparable net sales. These gains were partially offset by deleverage in delivery ~~and logistics expenses primarily~~expense due in part to the increased penetration of the direct-to-consumer channel, higher international sales and increased sales of furniture and higher markdowns due to underperforming women’s apparel and accessories product at Anthropologie and Urban Outfitters.digital channel.

Selling, general and administrative expenses increased by $0.5 million, or 0.1%, to $665.8 million, in the first nine months of fiscal 2018, from $665.3 million in the first nine months of fiscal 2017. Selling, general and administrative expenses as a percentage of net sales decreased during the first ~~nine~~six months of fiscal ~~2018~~2019 to ~~26.3%~~25.2% of net sales, compared to ~~26.4%~~27.0% of net sales for the first ~~nine~~six months of fiscal ~~2017.~~2018. This percentage decrease was primarily driven by the net sales growth, continued savings associated with the fiscal 2018 store reorganization project and the current year benefit associated with the nonrecurring store reorganization expenses incurred in the prior year. Selling, general and administrative expenses increased by $24.8 million, or 5.6%, to $465.8 million in the first half of fiscal 2019, compared to the first half of fiscal 2018. The ~~leverage is~~dollar growth in

selling, general and administrative expenses was primarily due to increased direct selling and marketing expenses to support and drive the increase in Retail segment net ~~savings associated with our store organization project~~sales and ~~lower share-based compensation~~higher bonus expense ~~partially offset by increased investments in digital marketing expenditures to drive sales.~~including a one-time discretionary bonus.

Income from operations ~~decreased~~increased to ~~6.7%~~9.2% of net sales, or ~~$169.1~~$170.7 million, for the first ~~nine months~~half of fiscal ~~2018~~2019 compared to ~~9.5%,~~5.9% of net sales, or ~~$239.0~~$96.2 million, for the first ~~nine months~~half of fiscal ~~2017.~~2018.

Our effective tax rate for the first ~~nine months~~half of fiscal ~~2018~~2019 was ~~37.2%~~22.3% of income before income taxes compared to ~~35.7%~~37.1% of income before income taxes in the first ~~nine months~~half of fiscal ~~2017.~~2018. The ~~increase~~decrease in the effective tax rate was primarily due to the ~~ratio~~lower federal statutory rate resulting from the U.S. Tax Cuts and Jobs Act and by favorable discrete items occurring in the first half of ~~certain foreign taxable profits and losses to global taxable profits and the adoption of the new accounting standard~~fiscal 2019 related to share-based ~~compensation (See Note 2, “Recent Accounting Pronouncements,” of the Notes to our Condensed Consolidated Financial Statement included in this Quarterly Report on Form 10-Q).~~award activity.

Cash, cash equivalents and marketable securities were ~~$369.2~~$649.4 million as of ~~October~~July 31, ~~2017,~~2018, as compared to ~~$403.5~~$506.0 million as of January 31, ~~2017~~2018 and ~~$265.1~~$412.9 million as of ~~October~~July 31, ~~2016.~~2017. During the first six months of fiscal 2019, we generated $218.8 million in cash from operations and invested $55.6 million in property and equipment. Our working capital was ~~$544.2~~$771.8 million at ~~October~~July 31, ~~2017~~2018 compared to ~~$528.5~~$618.5 million at January 31, ~~2017~~2018 and ~~$484.8~~$567.5 million at ~~October~~July 31, 2016. The increase in working capital as of October 31, 2017 compared to January 31, 2017 was primarily due to the increase in accounts receivable and inventory attributable to the seasonality of the business. The increase in working capital as of October 31, 2017 compared to October 31, 2016 was primarily due to the increase in cash, cash equivalents and marketable securities due to utilization of excess cash, cash equivalents and marketable securities to pay down long-term debt balances during fiscal 2017.

During the last two years, we have satisfied our cash requirements primarily through our cash flow from operating activities. Our primary uses of cash have been to repurchase our common shares, ~~repay our long-term debt,~~ open new stores, purchase inventory, fund store operations and expand our home offices and fulfillment ~~facilities.~~centers. We have also continued to invest in our omni-channel capabilities and technology.

Cash provided by operating activities during the first ~~nine~~six months of fiscal ~~2018 decreased~~2019 increased by ~~$59.7~~$95.5 million to ~~$169.6~~$218.8 million from ~~$229.3~~$123.3 million in the first ~~nine months~~half of fiscal ~~2017.~~2018. For both periods, our major source of cash from operations was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs. The period over period ~~decrease~~increase in cash flows from operations was primarily due to ~~lower~~higher net income.

Cash used in investing activities during the first ~~nine~~six months of fiscal ~~2018 decreased~~2019 increased by ~~$33.0~~$87.6 million to ~~$28.3~~$94.4 million from ~~$61.3~~$6.8 million in the first ~~nine~~six months of fiscal ~~2017.~~2018. Cash used in investing activities in both periods primarily related to purchases of marketable securities and property and equipment, partially offset by the sales and maturities of marketable securities. Cash ~~used in investing activities in the first nine months of fiscal 2017 also included $15.3 million used to acquire the Vetri Family group of restaurants. Cash~~ paid for property and equipment in the first ~~nine~~six months of fiscal 2019 and 2018 ~~and 2017~~ was ~~$63.3~~$55.6 million and ~~$112.1~~$43.0 million, respectively, which was primarily used to expand our store ~~base in fiscal 2018 and to expand our store base and fulfillment facilities in fiscal 2017.~~base.

Cash ~~used in~~provided by financing activities during the first ~~nine~~six months of fiscal ~~2018 decreased~~2019 increased by ~~$34.5~~$98.8 million to ~~$159.2~~a cash inflow of $7.1 million ~~from $193.7~~compared to a cash outflow of $91.7 million in the first ~~nine~~six months of fiscal ~~2017.~~2018. Cash provided by financing activities in the first six months of fiscal 2019 primarily related to proceeds from the exercise of stock options, partially offset by share repurchases related to taxes for share-based awards. Cash used in financing activities in the first ~~nine~~six months of fiscal 2018 primarily related to ~~$157.0~~$90.5 million of repurchases of our common shares under ~~share repurchase programs. Cash used in financing activities in the first nine months of fiscal 2017 primarily related to $150.0 million in debt repayments and $45.8 million of repurchases of~~ our ~~common shares under a~~ share repurchase program.

See Note 6, “Debt,” of the Notes to our Condensed Consolidated Financial ~~Statement~~Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s debt.

During fiscal ~~2018,~~2019, we plan to construct and open approximately 1918 new ~~stores, including one restaurant,~~retail locations, expand or relocate certain existing ~~stores, repurchase common shares,~~retail locations, upgrade our systems, improve our capabilities in the digital channel, invest in omni-channel marketing, expand our fulfillment capabilities and purchase inventory for our Retail and Wholesale segments at levels appropriate to maintain our planned sales ~~growth.~~growth and may repurchase common shares. We believe that our new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are a significant ~~contributor~~contributors to our Retail segment sales growth. During fiscal ~~2018,~~2019, we plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal ~~2018~~2019 to be approximately ~~$90~~$110 million, all of which are expected to be financed by cash ~~flows provided by~~flow from operating activities. We believe that our new store investments have the potential to generate positive cash flow within a year. We may also enter into one or more acquisitions or transactions related to the expansion of our brand offerings, including additional franchise and joint venture agreements. We believe that our existing cash and cash equivalents, availability under our current credit facilities and future cash flows provided by operations will be sufficient to fund these initiatives.

See Note 8,9, “Shareholders’ Equity,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s share repurchases.

As of and for the ~~nine~~six months ended ~~October~~July 31, ~~2017,~~2018, except for operating leases entered into in the normal course of business, we were not party to any material off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

See Note 2, “Recent Accounting Pronouncements,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of recently adopted and issued accounting pronouncements.

~~We are exposed~~There have been no material changes to ~~the following types of market risks—fluctuations~~our quantitative or qualitative disclosures found in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the purchase price of merchandise, as well as other goods and services, the value of foreign currencies in relation to the U.S. dollar, and changes in interest rates. Due to our inventory turnover rate and our historical ability to pass through the impact of any generalized changes in our cost of goods to our customers through pricing adjustments, commodity and other product risks are not expected to be material. We purchase the majority of our merchandise in U.S. dollars, including a majority of the goods for our stores located in Canada and a portion of the goods for our stores located in Europe.

Our exposure to market risk for changes in foreign currencies is due to our financial statements being presented in U.S. dollars and our international subsidiaries transacting in currencies other than U.S. dollars. Fluctuations in exchange rates in effect during or at the end of the reporting period may affect the value of the reported amounts of revenues, expenses, assets and liabilities. As we expand our international operations, the potential impact of currency fluctuations increases.

Our exposure to market risk for changes in interest rates relates to our cash, cash equivalents and marketable securities and our Credit Facility. As of October 31, 2017, our cash, cash equivalents and marketable securities consisted primarily of cashCompany’s Annual Report 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. Due to the short average maturity and conservative nature of our investment portfolio, we believe a 100 basis point change in interest rates would not have a material effect on the Condensed Consolidated Financial Statements. As the interest rates on a material portion of our cash, cash equivalents and marketable securities are variable, a change in interest rates earned on the cash, cash equivalents and marketable securities would impact interest income along with cash flows, but would not impact the fair market value of the related underlying instruments.

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 expenseForm 10-K for the ~~nine months~~fiscal year ended ~~October~~January 31, ~~2017.~~2018.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding the required disclosure. As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of these disclosure controls and procedures. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were effective.

There have been no changes in our internal controls over financial reporting during the quarter ended ~~October~~July 31, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We are party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on our financial position, results of operations or cash flows.

There have been no material changes in our risk factors since January 31, ~~2017.~~2018. Please refer to our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2017,~~2018, filed with the SEC on April ~~3, 2017,~~2, 2018, for our risk factors.

~~A summary of the repurchase activity under the Company’s share repurchase program for the quarter ended October 31, 2017 is as follows:~~

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017,~~2018, filed with the Securities and Exchange Commission on ~~December 11, 2017,~~September 10, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statement of Shareholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pennsylvania	23-2003332
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

5000 South Broad Street, Philadelphia, PA	19112-1495
(Address of Principal Executive Offices)	(Zip Code)

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
		Emerging growth company	☐

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of ~~October~~July 31, ~~2017,~~2018, January 31, ~~2017~~2018 and ~~October~~July 31, ~~2016~~2017	1

	Condensed Consolidated Statements of Income for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016~~2017	2

	Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016~~2017	3

	Condensed Consolidated Statement of Shareholders’ Equity for the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018	4

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~October~~July 31, ~~2017~~2018 and ~~2016~~2017	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1719

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2426

Item 4.	Controls and Procedures	2426

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	2527

Item 1A.	Risk Factors	25

~~Item 2.~~	~~Unregistered Sales of Equity Securities and the Use of Proceeds~~	2527

Item 6.	Exhibits	2628

	Signatures	2729

Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽²⁾⁽³⁾
August 1, 2017 through August 31, 2017		1,500,000	$	20.56		1,500,000		19,485,354
September 1, 2017 through September 30, 2017		583,201	$	21.58		583,201		18,902,153
October 1, 2017 through October 31, 2017		1,000,000	$	23.10		1,000,000		17,902,153
Total Fiscal 2018 Third Quarter		3,083,201				3,083,201		17,902,153

Exhibit Number		Description

3.1		Amended and Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q (file no. 000-22754) filed on September 9, 2004.

3.2		Amendment No. 1 to Amended and Restated Articles of Incorporation is incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q (file no. 000-22754) filed on September 9, 2004.

3.3		Amendment No. 2 to Amended and Restated Articles of Incorporation is incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (file no. 000-22754) filed on May 31, 2013.

3.4		Amended and Restated By-laws are incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q filed on December 12, 2016.

10.1*		Credit Agreement, dated June 29, 2018, by and among Urban Outfitters, Inc., its domestic subsidiaries, URBN Canada Retail, Inc., JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as joint lead arrangers and co-book managers, and certain other lenders party thereto.

10.2*		Amended and Restated U.S. Pledge and Security Agreement, dated June 29, 2018, by and among Urban Outfitters, Inc., its domestic subsidiaries, URBN Canada Retail, Inc., and JPMorgan Chase Bank, N.A., in its capacity as administrative agent.

31.1*		Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer.

32.1**		Section 1350 Certification of the Principal Executive Officer.

32.2**		Section 1350 Certification of the Principal Financial Officer.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Taxonomy Extension Schema.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase.

101.LAB*		XBRL Taxonomy Extension Label Linkbase.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase.

		URBAN OUTFITTERS, INC.

Date: ~~December 11, 2017~~September 10, 2018	By:		/s/ RICHARD A. HAYNE
			Richard A. Hayne
			Chief Executive Officer

		URBAN OUTFITTERS, INC.

Date: ~~December 11, 2017~~September 10, 2018	By:		/s/ FRANCIS J. CONFORTI
			Francis J. Conforti
			Chief Financial Officer