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, a 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—~~109,134,684~~97,965,012 shares outstanding on ~~September~~June 4, ~~2018.~~2019.

	July 31,			January 31,			July 31,			April 30,			January 31,			April 30,
	2018			2018			2017			2019			2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	405,727		$	282,220		$	276,759		$	291,199		$	358,260		$	313,713
Marketable securities		198,166			165,125			110,195			229,163			279,232			166,367
Accounts receivable, net of allowance for doubtful accounts of $1,613, $1,326 and $592, respectively		90,646			76,962			75,530
Accounts receivable, net of allowance for doubtful accounts of $892, $1,499 and $1,895, respectively											88,390			80,461			88,936
Inventory		375,657			351,395			365,176			408,362			370,507			404,617
Prepaid expenses and other current assets		131,572			103,055			110,017			122,183			114,296			123,505
Total current assets		1,201,768			978,757			937,677			1,139,297			1,202,756			1,097,138
Property and equipment, net		807,084			813,768			843,058			829,072			796,029			819,725
Operating lease right-of-use assets											1,088,290			—			—
Marketable securities		45,514			58,688			25,960			93,894			57,292			35,079
Deferred income taxes and other assets		104,169			101,567			115,906			101,267			104,438			99,273
Total Assets	$	2,158,535		$	1,952,780		$	1,922,601		$	3,251,820		$	2,160,515		$	2,051,215
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	149,947		$	128,246		$	159,756		$	174,258		$	144,414		$	158,870
Current portion of operating lease liabilities											214,443			—			—
Accrued expenses, accrued compensation and other current liabilities		279,991			231,968			210,399			259,478			242,230			256,221
Total current liabilities		429,938			360,214			370,155			648,179			386,644			415,091
Long-term debt		—			—			—
Non-current portion of operating lease liabilities											1,092,180			—			—
Deferred rent and other liabilities		284,925			291,663			243,633			63,490			284,773			289,709
Total Liabilities		714,863			651,877			613,788			1,803,849			671,417			704,800
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, 108,951,308, 108,248,568 and 111,280,653 shares issued and outstanding, respectively		11			11			11
Common shares; $.0001 par value, 200,000,000 shares authorized, 103,599,364, 105,642,283 and 108,670,688 shares issued and outstanding, respectively											10			11			11
Additional paid-in-capital		18,770			684			—			—			—			6,434
Retained earnings		1,451,492			1,310,859			1,332,145			1,478,678			1,516,190			1,358,683
Accumulated other comprehensive loss		(26,601	)		(10,651	)		(23,343	)		(30,717	)		(27,103	)		(18,713	)
Total Shareholders’ Equity		1,443,672			1,300,903			1,308,813			1,447,971			1,489,098			1,346,415
Total Liabilities and Shareholders’ Equity	$	2,158,535		$	1,952,780		$	1,922,601		$	3,251,820		$	2,160,515		$	2,051,215

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

	Three Months Ended				Six Months Ended				Three Months Ended
	July 31,				July 31,				April 30,
	2018		2017		2018		2017		2019		2018
Net sales	$	992,454	$	872,931	$	1,848,142	$	1,634,121	$	864,413	$	855,688
Cost of sales		636,610		575,588		1,211,638		1,096,998		595,357		575,028
Gross profit		355,844		297,343		636,504		537,123		269,056		280,660
Selling, general and administrative expenses		238,992		222,163		465,756		440,907		229,036		226,764
Income from operations		116,852		75,180		170,748		96,216		40,020		53,896
Other income, net		1,746		1,736		1,826		2,055		2,680		80
Income before income taxes		118,598		76,916		172,574		98,271		42,700		53,976
Income tax expense		25,789		27,001		38,505		36,418		10,115		12,716
Net income	$	92,809	$	49,915	$	134,069	$	61,853	$	32,585	$	41,260
Net income per common share:
Basic	$	0.85	$	0.44	$	1.23	$	0.54	$	0.31	$	0.38
Diluted	$	0.84	$	0.44	$	1.22	$	0.54	$	0.31	$	0.38
Weighted-average common shares outstanding:
Basic		108,831,399		113,500,381		108,663,990		114,865,336		104,437,460		108,490,926
Diluted		110,433,840		113,760,647		110,091,586		115,126,977		105,340,148		109,743,677

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

	Three Months Ended						Six Months Ended						Three Months Ended
	July 31,						July 31,						April 30,
	2018			2017			2018			2017			2019			2018
Net income	$	92,809		$	49,915		$	134,069		$	61,853		$	32,585		$	41,260
Other comprehensive (loss) income:
Other comprehensive loss:
Foreign currency translation		(7,881	)		8,942			(15,850	)		10,730			(3,800	)		(7,969	)
Change in unrealized losses (gains) on marketable securities, net of tax		(7	)		(16	)		(100	)		(4	)
Total other comprehensive (loss) income		(7,888	)		8,926			(15,950	)		10,726
Change in unrealized gains (losses) on marketable securities, net of tax														186			(93	)
Total other comprehensive loss														(3,614	)		(8,062	)
Comprehensive income	$	84,921		$	58,841		$	118,119		$	72,579		$	28,971		$	33,198

~~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, 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.

											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		—			—		—			41,260		(8,062	)		33,198
Share-based compensation		—			—		5,524			—		—			5,524
Share-based awards		560,430			—		5,273			—		—			5,273
Cumulative effect of change in accounting pronouncements		—			—		—			6,564		—			6,564
Share repurchases		(138,310	)		—		(5,047	)		—		—			(5,047	)
Balances as of April 30, 2018		108,670,688		$	11	$	6,434		$	1,358,683	$	(18,713	)	$	1,346,415

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

	Six Months Ended
	July 31,						April 30,
	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	134,069		$	61,853		$	32,585		$	41,260
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		60,158			64,719			27,809			30,464
Benefit for deferred income taxes		(9,506	)		(4,414	)
ROU asset amortization								46,626			—
Provision (benefit) for deferred income taxes								4,163			(7,166	)
Share-based compensation expense		10,990			13,956			5,553			5,524
Loss on disposition of property and equipment, net		2,452			2,060			552			1,985
Changes in assets and liabilities:
Receivables		(14,196	)		(20,783	)		(8,003	)		(12,194	)
Inventory		(26,807	)		(24,475	)		(38,551	)		(54,379	)
Prepaid expenses and other assets		(10,086	)		2,758			(12,396	)		1,599
Payables, accrued expenses and other liabilities		71,728			27,628
Payables, accrued expenses, operating lease liabilities and other liabilities								(32,445	)		47,022
Net cash provided by operating activities		218,802			123,302			25,893			54,115
Cash flows from investing activities:
Cash paid for property and equipment		(55,642	)		(43,004	)		(37,716	)		(24,634	)
Cash paid for marketable securities		(168,823	)		(116,675	)		(129,896	)		(52,237	)
Sales and maturities of marketable securities		130,029			152,838			151,761			57,400
Net cash used in investing activities		(94,436	)		(6,841	)		(15,851	)		(19,471	)
Cash flows from financing activities:
Proceeds from the exercise of stock options		13,020			—			974			5,273
Share repurchases related to share repurchase program		—			(90,511	)		(71,242	)		—
Share repurchases related to taxes for share-based awards		(5,924	)		(1,142	)		(5,383	)		(5,047	)
Net cash provided by (used in) financing activities		7,096			(91,653	)
Net cash (used in) provided by financing activities								(75,651	)		226
Effect of exchange rate changes on cash and cash equivalents		(7,955	)		3,811			(1,452	)		(3,377	)
Increase in cash and cash equivalents		123,507			28,619
(Decrease) increase in cash and cash equivalents								(67,061	)		31,493
Cash and cash equivalents at beginning of period		282,220			248,140			358,260			282,220
Cash and cash equivalents at end of period	$	405,727		$	276,759		$	291,199		$	313,713
Supplemental cash flow information:
Cash paid during the year for:
Income taxes	$	39,698		$	41,595		$	3,030		$	2,414
Non-cash investing activities—Accrued capital expenditures	$	15,002		$	9,246		$	31,761		$	26,177

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, ~~2018,~~2019, filed with the United States Securities and Exchange Commission on April ~~2, 2018.~~1, 2019.

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 six~~ months ended ~~July 31, 2018~~April 30, 2019 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 ~~2019~~2020 will end on January 31, ~~2019.~~2020.

In ~~October~~February 2016, the Financial Accounting Standards Board (“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~~accounting standards for lease accounting. This update requires ~~the recognition of tax expense when an intra-entity~~lessees to recognize a right-of-use asset ~~transfer occurs as opposed to being deferred under the existing guidance.~~and lease liability for both operating and finance leases. The Company adopted the new guidance on February 1, ~~2018~~2019 using ~~the~~a modified retrospective ~~approach.~~approach at the beginning of the period of adoption. The ~~net cumulative effect~~Company elected the “package of ~~this change was $4,496~~three” practical expedients and ~~was recognized as a decrease to retained earnings~~did not reassess expired or existing leases 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.effective date. The Company ~~adopted this update~~also elected the practical expedient to not separate non-lease components from lease components as it pertains to real estate leases. Adoption on February 1, ~~2018~~2019 resulted in the recognition of approximately $1.3 billion of lease liabilities based on the present value of the remaining minimum rental payments using ~~the modified retrospective approach and applied the new guidance to all contracts that were not completed~~discount rates as of the ~~adoption~~effective date. Corresponding right-of-use assets of approximately $1.1 billion were recognized, with the offsetting balance representing a reduction in the previously recognized deferred rent balance. Adoption ~~resulted~~did not result in a ~~change in~~material impact on the ~~timing~~Company’s Consolidated Statements 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~~Income or Consolidated Statements of this change was $11,060, after tax, and was recognized as an increase to retained earnings as of 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 as reported under the previous accounting guidance is immaterial.Cash Flows.

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~~has concluded that this update ~~may~~will not 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 overallmaterial impact on its consolidated financial statements and related disclosures.

~~Merchandise:~~ Merchandise is sold through retail stores, catalogs and the 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 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 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 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 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 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 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 recognizes revenue prior to billing or receiving consideration from a customer for which it has an unconditional right to payment. Contract receivables arise from credit card transactions and sales to Wholesale segment customers and franchisees. For the ~~six~~three month period ended ~~July 31, 2018, the opening and closing balance of contract~~

~~receivables, net of allowance for doubtful accounts, was $76,962 and $90,646, respectively. For the six month period ended July 31, 2017,~~April 30, 2019, the opening and closing balance of contract receivables, net of allowance for doubtful accounts, was ~~$54,505~~$80,461 and ~~$75,530,~~$88,390, respectively. For the three month period ended April 30, 2018, the opening and closing balance of contract receivables, net of allowance for doubtful accounts, was $76,962 and $88,936, respectively. Contract receivables are included in “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets.

Contract liabilities represent unearned revenue and result from the Company receiving consideration in 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, customer loyalty programs and the issuance of gift cards. Gift cards are expected to be redeemed within two years of issuance, with the majority of redemptions occurring in the first year. For the ~~six~~three month period ended ~~July 31,~~April 30, 2019, the opening and closing balances of contract liabilities were $49,747 and $43,187, respectively. For the three month period ended April 30, 2018, the opening and closing ~~balance~~balances of contract liabilities ~~was~~were $56,637 and ~~$32,013, respectively. For the six month period ended July 31, 2017, the opening and closing balance of contract liabilities was $59,013 and $46,664,~~$34,543, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the Condensed Consolidated Balance Sheets. During the ~~six~~three month period ended ~~July 31, 2018,~~April 30, 2019, the Company recognized ~~$22,429~~$15,289 of revenue that was included in the contract liability balance at the beginning of the period.

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 ~~July 31, 2018,~~April 30, 2019, January 31, ~~2018~~2019 and ~~July 31, 2017~~April 30, 2018 were as follows:

	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value		Cost		Gains		(Losses)			Value
As of July 31, 2018
As of April 30, 2019
Short-term Investments:
Corporate bonds	$	150,648	$	—	$	(261	)	$	150,387	$	169,627	$	72	$	(70	)	$	169,629
Municipal and pre-refunded municipal bonds		46,904		10		(43	)		46,871		52,131		23		(6	)		52,148
Federal government agencies											2,735		4		—			2,739
Certificates of deposit		908		—		—			908		1,650		—		—			1,650
Commercial paper											2,997		—		—			2,997
		198,460		10		(304	)		198,166		229,140		99		(76	)		229,163
Long-term Investments:
Corporate bonds		34,333		—		(213	)		34,120		71,105		95		(46	)		71,154
Municipal and pre-refunded municipal bonds		2,130		1		(7	)		2,124		11,035		11		(8	)		11,038
Mutual funds, held in rabbi trust		6,401		171		(1	)		6,571		7,733		208					7,941
Federal government agencies											2,351		7		—			2,358
Certificates of deposit		2,699		—		—			2,699		1,403		—		—			1,403
		45,563		172		(221	)		45,514		93,627		321		(54	)		93,894
	$	244,023	$	182	$	(525	)	$	243,680	$	322,767	$	420	$	(130	)	$	323,057
As of January 31, 2018
As of January 31, 2019
Short-term Investments:
Corporate bonds	$	111,612	$	—	$	(184	)	$	111,428	$	227,287	$	24	$	(214	)	$	227,097
Municipal and pre-refunded municipal bonds		52,474		11		(39	)		52,446		43,677		15		(18	)		43,674
Federal government agencies											1,458		—		—			1,458
Certificates of deposit		1,251		—		—			1,251		1,050		—		—			1,050
Commercial paper											2,979		—		—			2,979
Treasury bills											2,975		—		(1	)		2,974
		165,337		11		(223	)		165,125		279,426		39		(233	)		279,232
Long-term Investments:
Corporate bonds		39,853		—		(228	)		39,625		34,265		34		(63	)		34,236
Municipal and pre-refunded municipal bonds		9,873		8		(24	)		9,857		7,554		7		(3	)		7,558
Mutual funds, held in rabbi trust		5,973		274		(10	)		6,237		6,301		450		—			6,751
Federal government agencies											6,603		2		(1	)		6,604
Certificates of deposit		2,969		—		—			2,969		2,143		—		—			2,143
		58,668		282		(262	)		58,688		56,866		493		(67	)		57,292
	$	224,005	$	293	$	(485	)	$	223,813	$	336,292	$	532	$	(300	)	$	336,524
As of July 31, 2017
Short-term Investments:
Corporate bonds	$	72,805	$	4	$	(61	)	$	72,748
Municipal and pre-refunded municipal bonds		36,630		15		(13	)		36,632
Certificates of deposit		815		—		—			815
		110,250		19		(74	)		110,195
Long-term Investments:
Corporate bonds		14,906		—		(22	)		14,884
Municipal and pre-refunded municipal bonds		3,057		9		(2	)		3,064
Mutual funds, held in rabbi trust		5,183		103		—			5,286
Certificates of deposit		2,726		—		—			2,726
		25,872		112		(24	)		25,960
	$	136,122	$	131	$	(98	)	$	136,155

	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
As of April 30, 2018
Short-term Investments:
Corporate bonds	$	110,657	$	—	$	(294	)	$	110,363
Municipal and pre-refunded municipal bonds		54,659		—		(47	)		54,612
Certificates of deposit		1,392		—		—			1,392
		166,708		—		(341	)		166,367
Long-term Investments:
Corporate bonds		18,137		—		(212	)		17,925
Municipal and pre-refunded municipal bonds		7,873		—		(30	)		7,843
Mutual funds, held in rabbi trust		6,453		33		(3	)		6,483
Certificates of deposit		2,828		—		—			2,828
		35,291		33		(245	)		35,079
	$	201,999	$	33	$	(586	)	$	201,446

Proceeds from the sales and maturities of available-for-sale securities were ~~$130,029~~$151,761 and ~~$152,838~~$57,400 for the ~~six~~three months ended ~~July 31,~~April 30, 2019 and 2018, ~~and 2017,~~ respectively. The Company included in “Other income, net,” in the Condensed Consolidated Statements of Income, a net realized ~~losses~~gain of $0$7 for the three months ended April 30, 2019, and a net realized loss of $13 for the three ~~and six~~ months ended ~~July 31, 2018, respectively, and net realized losses of $23 and $9 for the three and six months ended July 31, 2017,~~

~~respectively.~~April 30, 2018. Amortization of discounts and premiums, net, resulted in a reduction of “Other income, net” of ~~$517~~$119 and ~~$1,151~~$634 for the three ~~and six~~ months ended ~~July 31,~~April 30, 2019 and 2018, ~~respectively, and $725 and $1,528 for the three and six months ended July 31, 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 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
	July 31, 2018								April 30, 2019
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	184,507	$	—	$	—	$	184,507	$	240,783	$	—	$	—	$	240,783
Municipal and pre-refunded municipal bonds		—		48,995		—		48,995		—		63,186		—		63,186
Mutual funds, held in rabbi trust		6,571		—		—		6,571		7,941		—		—		7,941
Federal government agencies										5,097		—		—		5,097
Certificates of deposit		—		3,607		—		3,607		—		3,053		—		3,053
Commercial paper										—		2,997		—		2,997
	$	191,078	$	52,602	$	—	$	243,680	$	253,821	$	69,236	$	—	$	323,057

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	January 31, 2018								January 31, 2019
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	151,053	$	—	$	—	$	151,053	$	261,333	$	—	$	—	$	261,333
Municipal and pre-refunded municipal bonds		—		62,303		—		62,303		—		51,232		—		51,232
Mutual funds, held in rabbi trust		6,237		—		—		6,237		6,751		—		—		6,751
Federal government agencies										8,062		—		—		8,062
Certificates of deposit		—		4,220		—		4,220		—		3,193		—		3,193
Commercial paper										—		2,979		—		2,979
Treasury bills										2,974		—		—		2,974
	$	157,290	$	66,523	$	—	$	223,813	$	279,120	$	57,404	$	—	$	336,524

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	July 31, 2017								April 30, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	87,632	$	—	$	—	$	87,632	$	128,288	$	—	$	—	$	128,288
Municipal and pre-refunded municipal bonds		—		39,696		—		39,696		—		62,455		—		62,455
Mutual funds, held in rabbi trust		5,286		—		—		5,286		6,483		—		—		6,483
Certificates of deposit		—		3,541		—		3,541		—		4,220		—		4,220
	$	92,918	$	43,237	$	—	$	136,155	$	134,771	$	66,675	$	—	$	201,446

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 ~~July 31, 2018,~~April 30, 2019, January 31, ~~2018~~2019 and ~~July 31, 2017.~~April 30, 2018.

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 ~~July 31, 2018,~~April 30, 2019, January 31, ~~2018~~2019 and ~~July 31, 2017,~~April 30, 2018, 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 Company’s non-financial assets, primarily consisting of property and equipment and goodwill, are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be 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 retail locations are reviewed for impairment at the 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 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 six~~ months ended ~~July 31,~~April 30, 2019 and 2018, ~~and 2017,~~ impairment charges were zero.

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

The Amended Credit Agreement extended the maturity date of the senior secured revolving credit facility to June 2023 (the “Amended Credit Facility”). The Amended Credit Facility provides for loans and letters of credit up to $350,000, 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 1.375%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to 0.375%, each such applicable margin depending on the level of availability under the Amended Credit Facility. Depending on the type of borrowing, interest on the Amended Credit Agreement is payable monthly, quarterly or at the end of the interest period. A commitment fee of 0.20% is payable quarterly on the unused portion of the Amended Credit Facility.

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

As of ~~July 31, 2018,~~April 30, 2019, 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 ~~$12,663.~~$13,603.

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 ~~July 31, 2018,~~April 30, 2019, the Company had outstanding trade letters of credit of ~~$59,197,~~$76,362 and available trade letters of credit of ~~$70,803~~$53,638 under these facilities.

The ~~new federal tax legislation commonly referred~~Company has operating leases for stores, distribution and fulfillment centers, corporate offices and equipment. The Company subleases certain properties to third parties. The Company has elected not to record a lease liability and right-of-use asset for leases with original terms of 12 months or less. The Company has elected the practical expedient to not separate non-lease components from lease components as it pertains to real estate leases.

Store leases have remaining lease terms that range from less than one year up to 15 years, some of which contain options to extend the ~~U.S. Tax Cut~~lease for one or two 5-year periods. Payments related to a renewal period are included in the lease liability and ~~Jobs Act (the “Tax Act”) enacted~~right-of-use asset only when the Company is reasonably certain that it will exercise the option to renew the lease for an extended period of time. Certain leases may contain variable lease payments such as rent based on ~~December 22, 2017 (the “Enactment Date”) introduced significant changes~~a percentage of net sales. Variable lease payments may be subject to ~~U.S. income tax law. Effective for tax years beginning~~a breakpoint threshold of fixed rent. Variable lease payments, other than those that depend on an index or ~~after January 1, 2018,~~a rate, are not included in the ~~Tax Act reduced~~measurement of the ~~U.S. federal corporate income tax~~lease liability. The lease liability is calculated at the present value of certain future payments, discounted using the Company’s incremental borrowing rate ~~from 35%~~which approximates the rate of interest the Company would pay to ~~21%~~borrow an amount equal to the lease payments on a fully collateralized basis over a similar term. Significant judgment is used in determining the incremental borrowing rate.

Total operating lease costs and ~~created new taxes on certain foreign-sourced earnings~~variable lease costs were $66,248 and ~~certain intercompany payments.~~

~~The Company’s effective tax rate for~~$17,939, respectively, during the three months ended ~~July 31, 2018 was 21.7% of~~April 30, 2019. Short-term lease costs and sublease income ~~before income taxes compared to 35.1% of income before income taxes in~~were not material during the three months ended ~~July 31, 2017.~~ April 30, 2019.

The ~~Company’s effective tax rate for~~following is a schedule by year of the ~~six months ended July 31, 2018 was 22.3%~~maturities of ~~income before income taxes compared to 37.1%~~operating lease liabilities with original terms in excess of ~~income before income taxes~~one year, as of April 30, 2019:

As of April 30, 2019, the Company had commitments of approximately $56,890 not included 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 periodsamounts above related to ~~share-based award activity.~~nine executed but not yet commenced leases for stores and a fulfillment center.

~~Staff Accounting Bulletin No. 118 (“SAB 118”) issued~~The following is a schedule 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~~future minimum lease payments for operating leases with original terms in ~~applying the provisions~~excess of ~~the Tax Act, the Company made reasonable estimates of the effects and recorded provisional amounts in its financial statements~~one year, as of January 31, ~~2018 amounting~~2019:

The Company, through its wholly-owned subsidiary, Anthropologie, Inc., is party to a ~~net expense of $64,705. The impacts~~ground lease (the “Lease”) with Waterloo Devon, L.P. (the “Landlord”). Wade L. McDevitt was a minority owner of the ~~Tax Act may differ from~~Landlord and its general partner and is the brother-in-law of Scott Belair, one of the Company’s ~~provisional estimates due~~former directors. Pursuant to ~~many factors, including, but not limited~~the Lease, the Company rented approximately 6 acres located in Devon, Pennsylvania to ~~changes~~develop a lifestyle center, which includes an expanded format Anthropologie store, a Terrain store, several restaurant concepts under the Food and Beverage division and a boutique event space. The Lease, which commenced on June 14, 2017, has an initial term of 40 years with two options to ~~its interpretations~~extend, each for an additional ten-year term. The initial rental rate is $1,087 per year, and rent increases 10% every five years during the initial term. The aggregate amount of rental payments payable under the initial term of the ~~provisions in the Tax Act; guidance that may~~Lease is approximately $62,135. Real estate taxes, insurance, construction costs and other third-party expenses will also 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 appealedpaid by the Company. AsIf the Company exercises its option to extend the Lease, rental payments during such extension term will be 90% of the market rental rate. An independent committee of the Board of Directors retained a ~~result, income tax uncertainties are recognized in~~national commercial real estate services firm to provide an appraisal of the initial market rental value of a portion of the property, which confirmed that the proposed initial rental rate per acre was consistent with market rates. The Lease and appraisal were reviewed by a committee of disinterested members of the Company’s ~~Condensed Consolidated Financial Statements in accordance with accounting for income taxes under FASB Accounting Standards Codification 740,~~ ~~Income Taxes, when applicable.~~Board of Directors and the Lease was approved by such committee and by the Company’s Board of Directors.

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~~Black-Scholes model was used to estimate the fair ~~values~~value of stock ~~options and SAR’s.~~options. The fair value of ~~each~~the PSU’s awarded during fiscal 2020 equaled the fair value of the stock price on the date of the grant. The fair value of the PSU’s awarded during fiscal 2019 was determined using a Monte Carlo simulation. A different methodology was used to value fiscal 2020 grants due to the removal of market-based conditions in the grant provisions. Share-based compensation expense included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Income, for the three ~~and six~~ months ended ~~July 31,~~April 30, 2019 and 2018 ~~and 2017~~ was as follows:

	Three Months Ended				Six Months Ended				Three Months Ended
	July 31,				July 31,				April 30,
	2018		2017		2018		2017		2019		2018
Stock Options	$	429	$	208	$	646	$	457	$	585	$	217
Stock Appreciation Rights		—		40		4		101		—		4
Performance Stock Units		1,549		4,791		3,570		8,809		1,077		2,021
Restricted Stock Units		3,488		2,754		6,770		4,589		3,891		3,282
Total	$	5,466	$	7,793	$	10,990	$	13,956	$	5,553	$	5,524

Share-based awards granted and the weighted-average fair value of such awards for the ~~six~~three months ended ~~July 31, 2018~~April 30, 2019 was as follows:

	Six Months Ended
	July 31, 2018				April 30, 2019
			Weighted-				Weighted-
	Awards		Average Fair		Awards		Average Fair
	Granted		Value		Granted		Value
Stock Options		140,000	$	17.12		—	$	—
Stock Appreciation Rights		—	$	—		—	$	—
Performance Stock Units		100,000	$	34.76		140,000	$	30.19
Restricted Stock Units		545,000	$	36.35		832,000	$	30.19
Total		785,000				972,000

During the ~~six~~three months ended ~~July 31, 2018, 410,000~~April 30, 2019, 40,000 stock options were exercised, ~~167,725 SAR’s were exercised, 209,999~~139,999 PSU’s vested and ~~212,500~~383,990 RSU’s 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 ~~July 31, 2018~~April 30, 2019 was as follows:

	July 31, 2018				April 30, 2019
	Unrecognized		Weighted-		Unrecognized		Weighted-
	Compensation		Average		Compensation		Average
	Cost		Years		Cost		Years
Stock Options	$	2,029		0.8	$	236		0.1
Stock Appreciation Rights		—		—		—		—
Performance Stock Units		10,149		1.9		8,079		2.2
Restricted Stock Units		26,250		2.3		39,174		2.5
Total	$	38,428			$	47,489

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

	Three Months Ended				Six Months Ended				Three Months Ended
	July 31,				July 31,				April 30,
	2018		2017		2018		2017		2019		2018
Number of common shares repurchased and subsequently retired		—		5,009,705		—		5,009,705		2,430,827		—
Total cost	$	—	$	90,511	$	—	$	90,511	$	71,242	$	—
Average cost per share, including commissions	$	—	$	18.07	$	—	$	18.07	$	29.31	$	—

On ~~February 23, 2015,~~August 22, 2017, the Company’s Board of Directors authorized the repurchase of 20,000,000 common shares under a share repurchase ~~program; all~~program, of which 11,971,326 common shares were ~~repurchased by the end~~remaining as of ~~August 2017.~~ April 30, 2019.

On ~~August 22, 2017,~~June 4, 2019, the Company’s Board of Directors authorized the repurchase of ~~an additional~~ 20,000,000 common shares under a new share repurchase ~~program,~~program.

Subsequent to April 30, 2019, the Company repurchased and subsequently retired a total of ~~which 17,902,153~~5,637,369 common shares for approximately $146,180, at an average price of $25.93 per share, including commissions. All fiscal 2020 share repurchases were ~~remaining as of July 31, 2018.~~funded with available cash, cash equivalents and marketable securities.

During the ~~six~~three months ended ~~July 31, 2018,~~April 30, 2019, the Company acquired and subsequently retired ~~158,018~~176,081 common shares at a total cost of ~~$5,924~~$5,383 from employees to meet minimum statutory tax withholding requirements.

During the ~~six~~three months ended ~~July 31, 2017,~~April 30, 2018, the Company acquired and subsequently retired ~~43,423~~138,310 common shares at a total cost of ~~$1,142~~$5,047 from employees to meet minimum statutory tax withholding requirements.

The following tables present the changes in “Accumulated other comprehensive loss,” by component, net of tax, for the three ~~and six~~ months ended ~~July 31, 2018~~April 30, 2019 and ~~2017:~~2018:

	Three Months Ended July 31, 2018									Six Months Ended July 31, 2018									Three Months Ended April 30, 2019
				Unrealized Gains									Unrealized Gains									Unrealized Gains
	Foreign			and (Losses) on						Foreign			and (Losses) on						Foreign			and (Losses) on
	Currency			Available-for-						Currency			Available-for-						Currency			Available-for-
	Translation			Sale Securities			Total			Translation			Sale Securities			Total			Translation			Sale Securities			Total
Balance at beginning of period	$	(18,309	)	$	(404	)	$	(18,713	)	$	(10,340	)	$	(311	)	$	(10,651	)	$	(26,925	)	$	(178	)	$	(27,103	)
Other comprehensive income (loss) before reclassifications		(7,881	)		(7	)		(7,888	)		(15,850	)		(87	)		(15,937	)		(3,800	)		179			(3,621	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			—			—			—			(13	)		(13	)		—			7			7
Net current-period other comprehensive income (loss)		(7,881	)		(7	)		(7,888	)		(15,850	)		(100	)		(15,950	)		(3,800	)		186			(3,614	)
Balance at end of period	$	(26,190	)	$	(411	)	$	(26,601	)	$	(26,190	)	$	(411	)	$	(26,601	)	$	(30,725	)	$	8		$	(30,717	)

	Three Months Ended July 31, 2017									Six Months Ended July 31, 2017									Three Months Ended April 30, 2018
				Unrealized Gains									Unrealized Gains									Unrealized Gains
	Foreign			and (Losses) on						Foreign			and (Losses) on						Foreign			and (Losses) on
	Currency			Available-for-						Currency			Available-for-						Currency			Available-for-
	Translation			Sale Securities			Total			Translation			Sale Securities			Total			Translation			Sale Securities			Total
Balance at beginning of period	$	(32,224	)	$	(45	)	$	(32,269	)	$	(34,012	)	$	(57	)	$	(34,069	)	$	(10,340	)	$	(311	)	$	(10,651	)
Other comprehensive income (loss) before reclassifications		8,942			7			8,949			10,730			5			10,735			(7,969	)		(80	)		(8,049	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			(23	)		(23	)		—			(9	)		(9	)		—			(13	)		(13	)
Net current-period other comprehensive income (loss)		8,942			(16	)		8,926			10,730			(4	)		10,726			(7,969	)		(93	)		(8,062	)
Balance at end of period	$	(23,282	)	$	(61	)	$	(23,343	)	$	(23,282	)	$	(61	)	$	(23,343	)	$	(18,309	)	$	(404	)	$	(18,713	)

All unrealized gains and losses on available-for-sale securities reclassified from accumulated other comprehensive loss were recorded in “Other 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				Six Months Ended				Three Months Ended
	July 31,				July 31,				April 30,
	2018		2017		2018		2017		2019		2018
Basic weighted-average common shares outstanding		108,831,399		113,500,381		108,663,990		114,865,336		104,437,460		108,490,926
Effect of dilutive options, stock appreciation rights, performance stock units and restricted stock units		1,602,441		260,266		1,427,596		261,641		902,688		1,252,751
Diluted weighted-average shares outstanding		110,433,840		113,760,647		110,091,586		115,126,977		105,340,148		109,743,677

For the three months ended ~~July 31,~~April 30, 2019 and 2018, ~~and 2017,~~ awards to purchase ~~240,000~~380,000 common shares ranging in price from ~~$46.02~~$35.85 to $46.42 and ~~481,075~~267,500 common shares ranging in price from $28.10 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 six months ended July 31, 2018 and 2017, awards to purchase 253,750 common shares ranging in price from $37.02 ~~to $46.42 and 1,045,275 common shares ranging in price from $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 ~~July 31,~~April 30, 2019 and 2018 were 711,418 and ~~2017 were 1,451,382 and 2,773,059~~1,713,773 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~~has three reportable ~~segments—“Retail”~~segments – “Retail,” “Wholesale” and ~~“Wholesale.~~“Subscription.” 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 ~~July 31, 2018,~~April 30, 2019, there were ~~246~~245 Urban Outfitters stores, ~~227~~228 Anthropologie Group stores, ~~135~~136 Free People stores, ~~ten~~12 restaurants under the Food and Beverage division, ~~and two~~four Urban Outfitters ~~franchise locations.~~franchisee-owned stores, one Anthropologie Group franchisee-owned store and one Free People franchisee-owned store. Each of Urban Outfitters, the Anthropologie Group and Free People, including their Company-owned and franchisee-owned stores and 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%~~90.5% 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 six~~ months ended ~~July 31, 2017.~~April 30, 2019 and 2018, respectively. The remaining net sales are derived from the Company’s Wholesale segment which consists of the Free People, Anthropologie and ~~Anthropologie~~Urban Outfitters brands that sell through approximately ~~2,100~~2,200 department and specialty stores worldwide, digital businesses and the Company’s Retail segment. The Wholesale segment primarily designs, develops and markets young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People brand, ~~and~~ home goods including gifts, tabletop and textiles under the Anthropologie brand and the BDG apparel collection under the Urban Outfitters brand. The ~~Anthropologie~~Urban Outfitters wholesale division was established in the third quarter of fiscal ~~2018.~~2019. The Subscription segment consists of the “Nuuly” brand and is a monthly women’s apparel subscription rental service that is planned to launch in the summer of 2019.

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~~and 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 Company-owned 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 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. ~~We also allow customers to view in-store inventory from our websites and mobile applications.~~ 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 particular items. Digital orders may also be picked up at a ~~particular item. In addition,~~store location, and customers ~~can pick up digital orders and~~may also return certain merchandise purchased through digital channels at ~~retail~~store 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 a sale that otherwise may not have occurred due to out-of-stock positions. ~~We manage~~The Company manages and ~~analyze our~~analyzes its 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~~its performance.

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, ~~2018.~~2019. 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						Six Months Ended						Three Months Ended
	July 31,						July 31,						April 30,
	2018			2017			2018			2017			2019			2018
Net sales
Retail operations	$	902,027		$	790,628		$	1,677,591		$	1,480,980		$	782,563		$	775,564
Wholesale operations		93,293			84,254			176,234			157,203			84,365			82,941
Intersegment elimination		(2,866	)		(1,951	)		(5,683	)		(4,062	)		(2,515	)		(2,817	)
Total net sales	$	992,454		$	872,931		$	1,848,142		$	1,634,121		$	864,413		$	855,688
Income from operations
Retail operations	$	106,423		$	69,003		$	158,295		$	88,908		$	34,694		$	51,872
Wholesale operations		19,815			20,238			34,620			36,507			16,761			14,805
Subscription operations														(2,101	)		—
Intersegment elimination		48			20			82			30			(63	)		34
Total segment operating income		126,286			89,261			192,997			125,445			49,291			66,711
General corporate expenses		(9,434	)		(14,081	)		(22,249	)		(29,229	)		(9,271	)		(12,815	)
Total income from operations	$	116,852		$	75,180		$	170,748		$	96,216		$	40,020		$	53,896

	July 31,		January 31,		July 31,		April 30,		January 31,		April 30,
	2018		2018		2017		2019		2019		2018
Inventory
Retail operations	$	328,551	$	300,493	$	320,384	$	365,554	$	328,783	$	353,423
Wholesale operations		47,106		50,902		44,792		42,808		41,724		51,194
Total inventory	$	375,657	$	351,395	$	365,176	$	408,362	$	370,507	$	404,617
Property and equipment, net
Retail operations	$	804,625	$	811,128	$	839,987	$	819,062	$	793,640	$	817,277
Wholesale operations		2,459		2,640		3,071		2,312		2,389		2,448
Subscription operations								7,698		—		—
Total property and equipment, net	$	807,084	$	813,768	$	843,058	$	829,072	$	796,029	$	819,725

The following tables summarize net sales and percentage of net sales from contracts with customers by merchandise category:

		Three Months Ended						Six Months Ended							Three Months Ended
		July 31,						July 31,							April 30,
		2018			2017			2018			2017				2019			2018
Net sales
Apparel ⁽¹⁾		$	690,447		$	599,374		$	1,290,135		$	1,119,487			$	588,726		$	599,688
Home ⁽²⁾			135,262			129,179			249,610			241,180				124,548			114,348
Accessories ⁽³⁾			118,335			100,354			217,110			189,942				100,268			98,775
Other ⁽⁴⁾			48,410			44,024			91,287			83,512				50,871			42,877
Total net sales		$	992,454		$	872,931		$	1,848,142		$	1,634,121			$	864,413		$	855,688

As a percentage of net sales
Apparel ⁽¹⁾			70	%		69	%		70	%		68	%			68	%		70	%
Home ⁽²⁾			13	%		15	%		13	%		15	%			14	%		13	%
Accessories ⁽³⁾			12	%		11	%		12	%		12	%			12	%		12	%
Other ⁽⁴⁾			5	%		5	%		5	%		5	%			6	%		5	%
Total net sales			100	%		100	%		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:

	July 31,		January 31,		July 31,		April 30,		January 31,		April 30,
	2018		2018		2017
��							2019		2019		2018
Property and equipment, net
Domestic operations	$	730,024	$	720,890	$	744,388	$	758,794	$	723,400	$	735,473
Foreign operations		77,060		92,878		98,670		70,278		72,629		84,252
Total property and equipment, net	$	807,084	$	813,768	$	843,058	$	829,072	$	796,029	$	819,725

	Three Months Ended				Six Months Ended				Three Months Ended
	July 31,				July 31,				April 30,
	2018		2017		2018		2017		2019		2018
Net Sales
Domestic operations	$	865,517	$	764,846	$	1,612,668	$	1,442,799	$	763,089	$	747,151
Foreign operations		126,937		108,085		235,474		191,322		101,324		108,537
Total net sales	$	992,454	$	872,931	$	1,848,142	$	1,634,121	$	864,413	$	855,688

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, the effects of the implementation of the United Kingdom's referendum to withdraw membership from the European Union (commonly referred to as “Brexit”), including currency fluctuations, economic conditions, and legal or regulatory changes, 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~~digital 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, ~~2018,~~2019, filed on April ~~2, 2018.~~1, 2019. 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~~under three reportable ~~segments: a leading lifestyle specialty~~segments – Retail, ~~segment~~Wholesale and ~~a Wholesale segment.~~Subscription. 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 and franchised or third-party operated stores and digital businesses. The Wholesale segment consists of our Free People, Anthropologie and ~~Anthropologie~~Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets ~~young women’s contemporary casual~~ apparel, intimates, ~~FP Movement~~ activewear and ~~shoes under~~home goods. Our Subscription segment consists of the ~~Free People~~Nuuly brand, ~~and home goods including gifts, tabletop and textiles under~~which is a monthly women’s apparel subscription rental service that is planned to launch in the ~~Anthropologie brand.~~summer of 2019.

Our fiscal year ends on January 31. All references to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, our fiscal year ~~2019~~2020 will end on January 31, ~~2019.~~2020.

Our omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned 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 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.~~ 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.

Digital orders may also be picked up at a store location, and customers may also return certain merchandise purchased through 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. 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.

Our comparable Retail segment net sales data is equal to the sum of our comparable store and comparable digital channel net sales. A store is considered to be comparable if it has been open at least 12 full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year. A digital channel is considered to be comparable if it has been operational for at least 12 full months. Sales from stores and digital channels that do not fall within the definition of comparable store or channel are considered to be non-comparable. Franchise ~~revenue~~net sales 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 we monitor customer sessions, average order value, ~~and~~ conversion rates and average units per transaction 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.

Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, websites and mobile 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~~products designed internally and designed in collaboration with third-party brands. Urban Outfitters stores are in street locations in large metropolitan areas and select university communities, specialty centers and enclosed malls that accommodate our customers’ propensity not only to shop, but also to congregate with their peers. Urban Outfitters operates websites and mobile applications in North America and Europe that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores, offers a catalog in Europe offering select merchandise, most of which is also available in its stores, sells merchandise through franchisee-owned stores in Israel, and partners with a third-party digital ~~marketplaces~~marketplace 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%~~29.1% and ~~8.2%~~7.4% of consolidated net sales, respectively, for the ~~six~~three months ended ~~July 31, 2018,~~April 30, 2019, compared to ~~30.1%~~29.2% and ~~7.1%~~8.5%, respectively, for the comparable period in fiscal ~~2018.~~2019.

The Anthropologie Group consists of the Anthropologie, Bhldn and Terrain brands. Merchandise at the Anthropologie brand is tailored to sophisticated and contemporary women aged 28 to 45. ~~Product~~The product assortment includes women’s casual apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness. The Bhldn brand emphasizes every element that contributes to a wedding. The Bhldn brand offers a curated collection of heirloom quality wedding gowns, bridesmaid frocks, party dresses, assorted jewelry, headpieces, footwear, lingerie and decorations. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience. Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. In addition to individual brand stores, we operate expanded format stores that include multiple Anthropologie Group brands that allow us to present an expanded assortment of products in certain categories. Anthropologie Group stores are located in specialty centers, upscale street locations and enclosed malls. The Anthropologie Group operates websites and mobile applications in North America and Europe that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its ~~stores. In addition, the Anthropologie brand~~stores, offers catalogs in North America and Europe that market select merchandise, most of which is also available in Anthropologie brand ~~stores. We plan~~stores, sells merchandise through franchisee-owned stores in Israel, and partners with a third-party digital marketplace to ~~open additional Anthropologie Group stores, some~~offer a limited selection of merchandise, which ~~may be expanded format stores that include multiple Anthropologie Group brands and that allow us to present an expanded assortment of products~~is available in ~~certain categories.~~Asia. The Anthropologie Group’s North American and European Retail segment net sales accounted for approximately ~~38.6%~~39.1% and 1.7% of consolidated net sales,

respectively, for the ~~six~~three months ended ~~July 31, 2018,~~April 30, 2019, compared to ~~39.6%~~38.7% and 1.6%, respectively, for the comparable period in fiscal ~~2018.~~2019.

Free 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 casual women’s apparel, intimates, FP Movement activewear, shoes, accessories, home products, gifts and beauty and wellness. Free People stores are located in

enclosed malls, upscale street locations and 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, sells merchandise through franchisee-owned stores in Israel, and partners with third-party digital marketplaces to offer a limited selection of merchandise, which is available ~~online~~ in Asia. We plan to open additional Free People stores in Europe that will allow us to expand the presence of the brand internationally. Free People’s North American Retail segment net sales accounted for approximately ~~11.9%~~12.4% of consolidated net sales for the ~~six~~three months ended ~~July 31, 2018,~~April 30, 2019, compared to approximately ~~11.4%~~12.1% for the comparable period in fiscal ~~2018.~~2019. Free People opened its first European retail stores in the fourth quarter of fiscal 2019. European Retail segment net sales accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2019.

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 ~~six~~three months ended ~~July 31, 2018~~April 30, 2019 and the comparable period in fiscal ~~2018.~~2019.

Store data for the ~~six~~three months ended ~~July 31, 2018,~~April 30, 2019 was as follows:

	January 31,		Stores		Stores			July 31,		January 31,		Stores		Stores			April 30,
	2018		Opened		Closed			2018		2019		Opened		Closed			2019
Urban Outfitters
United States		180		—		—			180		178		—		—			178
Canada		18		—		—			18		17		—		—			17
Europe		47		2		(1	)		48		50		—		—			50
Urban Outfitters Global Total		245		2		(1	)		246		245		—		—			245
Anthropologie Group
United States		204		1		(1	)		204		204		—		(1	)		203
Canada		12		—		—			12		12		—		—			12
Europe		10		1		—			11		11		2		—			13
Anthropologie Group Global Total		226		2		(1	)		227		227		2		(1	)		228
Free People
United States		126		3		—			129		127		1		(1	)		127
Canada		6		—		—			6		6		—		—			6
Europe											2		1		—			3
Free People Global Total		132		3		—			135		135		2		(1	)		136
Food and Beverage
United States		10		—		—			10		13		—		(1	)		12
Food and Beverage Total		10		—		—			10		13		0		(1	)		12
Total Company-Owned Stores		613		7		(2	)		618		620		4		(3	)		621
Franchisee-Owned Stores		—		2		—			2
Franchisee-Owned Stores ⁽¹⁾											5		1		—			6
Total URBN		613		9		(2	)		620		625		5		(3	)		627

Selling square footage by brand as of ~~July 31,~~April 30, 2019 and 2018 ~~and July 31, 2017,~~ was as follows:

	July 31,		July 31,					April 30,		April 30,
	2018		2017		Change			2019		2018		Change
Selling square footage (in thousands):
Urban Outfitters		2,208		2,202		0.3	%		2,196		2,208		-0.5	%
Anthropologie Group		1,750		1,720		1.7	%		1,782		1,733		2.8	%
Free People		298		277		7.6	%		304		291		4.5	%
Total URBN ⁽¹⁾		4,256		4,199		1.4	%		4,282		4,232		1.2	%

We plan to open approximately 18 new stores during fiscal 2019, including five Urban Outfitters stores, four Anthropologie Group stores, six Free People stores and three Food and Beverage restaurants. We plan to close approximately 13 stores during fiscal 2019, including five Urban Outfitters stores, two Anthropologie Group stores

~~and six Free People stores, all due to lease expirations.~~ Within the United States and Canada, we are at or close to our desired maximum store count for the Urban Outfitters, Anthropologie and Free People brands. We plan for future store growth for all three brands to come from expansion internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements. We plan for future digital channel growth to come from expansion domestically and internationally, including enhancing our presence in third-party digital marketplaces, such as Tmall in China and through our franchise partners. The Company is currently party to a franchise agreement for franchise locations in Israel and in fiscal 2019 signed a second franchise agreement to open stores in other Middle Eastern countries in fiscal 2020.

Our Wholesale segment consists of the Free People, Anthropologie and ~~Anthropologie~~Urban Outfitters brands that sell through approximately ~~2,100~~2,200 department and specialty stores worldwide, third-party digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People brand, ~~and~~ home goods including gifts, tabletop and textiles under the Anthropologie brand and the BDG apparel collection under the Urban Outfitters brand. The ~~Anthropologie~~Urban Outfitters wholesale division was established in the third quarter of fiscal ~~2018.~~2019. Our Wholesale segment net sales accounted for approximately ~~9.2%~~9.5% of consolidated net sales for the ~~six~~three months ended ~~July 31, 2018,~~April 30, 2019, compared to 9.4% for the comparable period in fiscal ~~2018.~~2019.

Our Subscription segment consists of the Nuuly brand, which is a monthly women’s apparel subscription rental service that is planned to launch in the summer of 2019. For a monthly fee, Nuuly subscribers will select from a robust offering of the Company’s own brands, third-party labels and one-of-a-kind vintage pieces for rent via a custom-built, digital platform. Subscribers will also be able to purchase the product being rented.

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, ~~2018,~~2019, which are included in our Annual Report on Form 10-K filed with the SEC on April ~~2, 2018.~~1, 2019. 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 standards related to ~~revenue recognition and intra-entity asset transfers~~leases on February 1, ~~2018,~~2019, which changed certain accounting 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 standards, there have been no significant changes to our critical accounting policies during the ~~six~~three months ended ~~July 31, 2018.~~April 30, 2019.

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 Months Ended						Six Months Ended						Three Month Ended
	July 31,						July 31,						April 30,
	2018			2017			2018			2017			2019			2018
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		64.1			65.9			65.6			67.1			68.9			67.2
Gross profit		35.9			31.4			34.4			32.9			31.1			32.8
Selling, general and administrative expenses		24.1			25.5			25.2			27.0			26.5			26.5
Income from operations		11.8			8.6			9.2			5.9			4.6			6.3
Other income, net		0.1			0.2			0.1			0.1			0.3			0.0
Income before income taxes		11.9			8.8			9.3			6.0			4.9			6.3
Income tax expense		2.5			3.1			2.0			2.2			1.1			1.5
Net income		9.4	%		5.7	%		7.3	%		3.8	%		3.8	%		4.8	%

Three Months Ended ~~July 31, 2018~~April 30, 2019 Compared To Three Months Ended ~~July 31, 2017~~April 30, 2018

Net sales in the ~~second~~first quarter of fiscal ~~2019~~2020 were ~~$992.5~~$864.4 million, compared to ~~$872.9~~$855.7 million in the ~~second~~first quarter of fiscal ~~2018.~~2019. The ~~$119.6~~$8.7 million increase was attributable to ~~an $111.4~~a $7.0 million, or ~~14.1%~~0.9%, increase in Retail segment net sales and a ~~$8.2~~$1.7 million, or ~~9.9%~~2.2%, increase in our Wholesale segment net sales. Retail segment net sales for the ~~second~~first quarter of fiscal ~~2019~~2020 accounted for ~~90.9%~~90.5% of total net sales compared to 90.6% of total net sales in the ~~second~~first quarter of fiscal ~~2018.~~2019.

The increase in our Retail segment net sales during the ~~second~~first quarter of fiscal ~~2019~~2020 was due to an increase of ~~$100.3~~$5.4 million, or ~~13.1%~~0.7%, in Retail segment comparable net sales, which includes our digital channel, and an increase of ~~$11.1~~$1.6 million in non-comparable net sales, including the impact of foreign currency translation and new store net sales. Retail segment comparable net sales increased ~~17.3%~~2.1% at Free People ~~14.6% at Urban Outfitters~~ and ~~10.6%~~1.1% at the Anthropologie ~~Group.~~Group and

were flat at Urban Outfitters. The increase in Retail segment comparable net sales was driven by ~~continued~~double-digit growth in the digital channel, ~~and positive~~partially offset by mid single-digit negative comparable store net sales. Retail segment comparable net sales increased 1.3% in North America offset by a decline of 4.6% in Europe due to a difficult macroeconomic environment. The digital channel net sales increase was driven by ~~increases~~an increase in sessions, conversion rate and units per transaction, while average order value ~~sessions and conversion rate. Positive~~decreased. Negative comparable store net sales resulted from ~~increases~~a decrease in transactions, average unit selling price ~~transactions~~ and traffic, partially offset by an increase in units per transaction. ~~Store traffic for the quarter 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 nine net~~ opening 22new Company-owned stores and restaurants ~~during~~and closing 14Company-ownedstores and restaurants since the ~~second quarter of fiscal 2019 that were not in operation for the full~~prior comparable ~~quarter in fiscal 2018. As stated in our press release dated September 6, 2018, comparable Retail segment net sales for the third quarter of fiscal 2019 as of September 3, 2018 were 10%.~~period.

The increase in Wholesale segment net sales in the ~~second~~first quarter of fiscal 2020, as compared to the first quarter of fiscal 2019, ~~as compared~~was due to a 0.9% increase for the ~~second~~Free People brand and $1.1 million in the Urban Outfitters brand, which was launched in the third quarter of fiscal ~~2018, was primarily due to an increase in units sold both domestically and internationally in department stores, specialty stores and digital businesses, which was~~2019, partially offset by a 3% decrease for the Anthropologie brand due to a decline in ~~average unit selling price.~~Europe.

Gross profit percentage for the ~~second~~first quarter of fiscal ~~2019 increased~~2020 decreased to ~~35.9%~~31.1% of net sales, from ~~34.1%~~32.8% of net sales in the comparable quarter in fiscal ~~2018.~~2019. Gross profit ~~increased~~decreased to ~~$355.8~~$269.1 million in the ~~second~~first quarter of fiscal ~~2019~~2020 from ~~$297.3~~$280.7 million in the ~~second~~first quarter of fiscal ~~2018.~~2019. The ~~increase~~decrease in gross profit percentage was ~~primarily~~ driven by lower gross profit in the Retail segment while gross profit in the Wholesale segment increased. The decrease in Retail segment gross profit rate was driven by higher markdowns and deleverage in delivery and logistics expenses. The higher markdowns were largely driven by underperforming women’s apparel at ~~all three brands~~the Anthropologie and Urban Outfitters brands. The deleverage in delivery and logistics expenses is primarily due to the increase in penetration of the digital channel. Retail segment store occupancy deleveraged due to negative store comparable net sales, partially offset by a benefit or leverage in store occupancy ~~cost due to strong Retail segment comparable net sales. These gains were partially offset by deleverage in delivery expense due in part to~~resulting from the increased penetration of the digital channel. The improvement in Wholesale segment gross profit rate was due to a higher penetration of sales to full price customers versus closeout customers.

Total inventory at ~~July 31,~~April 30, 2019 as compared to April 30, 2018, increased by ~~$10.5~~$3.7 million, or ~~2.9%~~0.9%, to ~~$375.7 million from $365.2 million at July 31, 2017.~~$408.4 million. Comparable Retail segment inventory increased ~~3.2%~~0.8% at cost.

Selling, general and administrative expenses increased by $2.3 million, or 1.0%, in the first quarter of fiscal 2020, compared to the first quarter of fiscal 2019. Selling, general and administrative expenses as a percentage of net sales ~~decreased during the second quarter of fiscal 2019 to 24.1% of net sales, compared to 25.5%~~was flat, representing 26.5% of net sales for both the ~~second~~first quarter of fiscal ~~2018. This percentage decrease was primarily driven by the net sales growth, continued savings associated with the fiscal 2018 store reorganization project~~2020 and the current year benefit associated with the nonrecurring store reorganization expenses incurred in the prior year. Selling, general and administrative expenses increased by $16.8 million, or 7.6%, to $239.0 million in the secondfirst quarter of fiscal ~~2019, compared to the second quarter of fiscal 2018.~~2019. The dollar growth in selling, general and administrative expenses was ~~primarily~~partially due to increased ~~direct selling and~~ marketing expenses used to support ~~and drive~~ the ~~increase in Retail segment net~~digital channel sales ~~and higher bonus expense, including a one-time discretionary bonus.~~growth.

Income from operations ~~increased~~decreased to ~~11.8%~~4.6% of net sales, or ~~$116.9~~$40.0 million, for the ~~second~~first quarter of fiscal ~~2019~~2020 compared to ~~8.6%~~6.3% of net sales, or ~~$75.2~~$53.9 million, for the ~~second~~first quarter of fiscal ~~2018.~~2019.

Our effective tax rate for the ~~second~~first quarter of fiscal ~~2019~~2020 was ~~21.7%~~23.7% of income before income taxes compared to 35.1% of income before income taxes in the second quarter of fiscal 2018. The decrease in the effective tax rate was primarily due to the 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 fiscal 2019 related to share-based award activity.

Net sales for the six months ended July 31, 2018 were $1.85 billion, compared to $1.63 billion in the comparable period of fiscal 2018. The $214.0 million increase was attributable to a $196.6 million, or 13.3%, increase in Retail segment net sales and a $17.4 million, or 11.4%, increase in our Wholesale segment net sales. Retail segment net sales for the six months ended July 31, 2018 accounted for 90.8% of total net sales compared to 90.6% of total net sales in the six months ended July 31, 2017.

The increase in our Retail segment net sales during the first six months of fiscal 2019 was due to an increase of $167.3 million, or 11.7%, in Retail segment comparable net sales, which includes our digital channel, and an increase of $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 16.1% at Free People, 11.6% at Urban Outfitters and 10.7% at the Anthropologie Group. The increase in Retail segment comparable net sales was driven by continued growth in the 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 increased average unit selling price, while transactions and units per transaction were flat. Store traffic 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 12 net new stores and restaurants during the first half of fiscal 2019 that were not in operation for the full comparable first half of fiscal 2018.

The increase in Wholesale segment net sales in the first six months of fiscal 2019, as compared to the first six months of fiscal 2018, was primarily due to an increase in units sold both domestically and internationally in department stores, specialty stores and digital businesses, which was partially offset by a decrease in average unit selling price.

Gross profit percentage for the first six months of fiscal 2019 increased to 34.4% of net sales, from 32.9% of net sales in the comparable period in fiscal 2018. Gross profit increased to $636.5 million for the first six months of fiscal 2019 from $537.1 million in the comparable period in fiscal 2018. The 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 expense due in part to the increased penetration of the digital channel.

Selling, general and administrative expenses as a percentage of net sales decreased during the first six months of fiscal 2019 to 25.2% of net sales, compared to 27.0% of net sales for the first six months of fiscal 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 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 sales and higher bonus expense including a one-time discretionary bonus.

~~Income from operations increased to 9.2% of net sales, or $170.7 million, for the first half of fiscal 2019 compared to 5.9% of net sales, or $96.2 million, for the first half of fiscal 2018.~~

~~Our effective tax rate for the first half of fiscal 2019 was 22.3% of income before income taxes compared to 37.1%~~23.6% of income before income taxes in the first ~~half~~quarter of fiscal ~~2018.~~2019. The ~~decrease in the~~ effective tax rate for the three months ended April 30, 2019 and 2018 was ~~primarily~~favorably impacted by approximately 140 basis points and 120 basis points, respectively, due to ~~the 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 fiscal 2019 related to share-based award~~equity activity.

Cash, cash equivalents and marketable securities were ~~$649.4~~$614.3 million as of ~~July 31, 2018,~~April 30, 2019, as compared to ~~$506.0~~$694.8 million as of January 31, ~~2018~~2019 and ~~$412.9~~$515.2 million as of ~~July 31, 2017.~~April 30, 2018. During the first ~~six~~three months of fiscal ~~2019,~~2020, we generated ~~$218.8~~$25.9 million in cash from operations and invested ~~$55.6~~$37.7 million in property and equipment. Our working capital was ~~$771.8~~$491.1 million at ~~July 31, 2018~~April 30, 2019 compared to ~~$618.5~~$816.1 million at January 31, ~~2018~~2019 and ~~$567.5~~$682.0 million at ~~July 31, 2017.~~April 30, 2018. Working capital as of April 30, 2019 was negatively impacted by $214.4 million for the current portion of operating lease liabilities due to the adoption of an accounting standards update that amended the accounting standards for lease accounting (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 further discussion).

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, open new stores, purchase inventory, fund store operations and expand our home offices and fulfillment centers. ~~We have also continued to invest in our omni-channel capabilities and technology.~~

Cash provided by operating activities during the first ~~six~~three months of fiscal ~~2019 increased~~2020 decreased by ~~$95.5~~$28.2 million to ~~$218.8~~$25.9 million from ~~$123.3~~$54.1 million in the first ~~half~~three months of fiscal ~~2018.~~2019. 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 ~~increase~~decrease in cash flows from operations was primarily due to ~~higher net income.~~the timing of disbursements.

Cash used in investing activities during the first ~~six~~three months of fiscal ~~2019 increased~~2020 decreased by ~~$87.6~~$3.6 million to ~~$94.4~~$15.9 million from ~~$6.8~~$19.5 million in the first ~~six~~three months of fiscal ~~2018.~~2019. 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 paid for property and equipment in the first ~~six~~three months of fiscal 2020 and 2019 ~~and 2018~~ was ~~$55.6~~$37.7 million and ~~$43.0~~$24.6 million, respectively, which was primarily used to expand our fulfillment center network in fiscal 2020 and expand our store ~~base.~~base in fiscal 2019.

Cash ~~provided by~~used in financing activities during the first ~~six~~three months of fiscal ~~2019 increased by $98.8~~2020 was a cash outflow of $75.7 million compared to a cash inflow of ~~$7.1 million compared to a cash outflow of $91.7~~$0.2 million in the first ~~six~~three months of fiscal ~~2018.~~2019. Cash used in financing activities in the first three months of fiscal 2020 primarily related to repurchases of our common shares under our share repurchase program. Cash provided by financing activities in the first ~~six~~three 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 six months of fiscal 2018 primarily related to $90.5 million of repurchases of our common shares under our share repurchase program.~~

See Note 6, “Debt,” 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 debt.

During fiscal ~~2019,~~2020, we plan to construct and open approximately 1824 new Company-owned retail locations, open our new European home office, expand or relocate certain existing retail locations, upgrade our systems, improve and expand our ~~capabilities in the~~ digital ~~channel,~~capabilities, invest in omni-channel marketing, expand our fulfillment capabilities, invest in new products, markets and brands (including the launch of the apparel subscription rental service Nuuly), purchase inventory for our ~~Retail~~new and ~~Wholesale~~existing operating segments at appropriate levels ~~appropriate~~ to maintain our planned sales growth and ~~may~~ repurchase common shares. We believe that our new brand initiatives, new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our Retail segment sales growth. During fiscal ~~2019,~~2020, we plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal ~~2019~~2020 to be approximately ~~$110~~$260 million, ~~all~~a significant portion of which will be to support new and expanded fulfillment and distribution centers in Bristol, Pennsylvania, Indiana, Pennsylvania and Europe. All fiscal 2020 capital expenditures are expected to be financed by cash 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 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 ~~six~~three months ended ~~July 31, 2018, except for operating leases entered into in the normal course of business,~~April 30, 2019, 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.

There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~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.

During the quarter ended April 30, 2019, we implemented changes to our controls as part of the adoption of the accounting standards update that amended the existing accounting standards for lease accounting. These changes included new processes to evaluate and account for leases. There ~~have been~~were no other changes in our internal controls over financial reporting during the quarter ended ~~July 31, 2018~~April 30, 2019 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, ~~2018.~~2019. Please refer to our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2018,~~2019, filed with the SEC on April ~~2, 2018,~~1, 2019, for our risk factors.

A summary of the repurchase activity under the Company’s share repurchase programs for the quarter ended April 30, 2019 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 six~~ months ended ~~July 31, 2018,~~April 30, 2019, filed with the Securities and Exchange Commission on ~~September~~June 10, ~~2018,~~2019, 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)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, par value $.0001 per share		URBN		NASDAQ Global Select Market

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of ~~July 31, 2018~~April 30, 2019, January 31, ~~2018~~2019 and ~~July 31, 2017~~April 30, 2018	1

	Condensed Consolidated Statements of Income for the three ~~and six~~ months ended ~~July 31,~~April 30, 2019 and 2018 ~~and 201~~7	2

	Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~July 31,~~April 30, 2019 and 2018 ~~and 2017~~	3

	Condensed Consolidated ~~Statement~~Statements of Shareholders’ Equity for the ~~six~~three months ended ~~July 31,~~April 30, 2019 and 2018	4

	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~July 31,~~April 30, 2019 and 2018 ~~and 2017~~	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and the Use of Proceeds	27

Item 6.	Exhibits	28

	Signatures	29

	Three Months Ended
	April 30, 2019
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	70,615
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,719
Weighted-average remaining lease term - operating leases	7.4 years
Weighted-average discount rate - operating leases		6.5	%

	Operating
	Leases
Fiscal Year
2020 (excluding the three months ended April 30, 2019)	$	223,251
2021		272,836
2022		238,298
2023		210,378
2024		176,982
Thereafter		635,363
Total undiscounted future minimum lease payments		1,757,108
Less imputed interest		(450,485	)
Total discounted future minimum lease payments	$	1,306,623

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	January 31,		Projected		Projected			January 31,
	2019		Openings		Closings			2020
Urban Outfitters		245		8		(6	)		247
Anthropologie Group		227		6		(7	)		226
Free People		135		10		(2	)		143
Food and Beverage		13		—		(2	)		11
Total Company-Owned Stores		620		24		(17	)		627
Franchisee-Owned Stores		5		2		—			7
Total URBN		625		26		(17	)		634

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⁾
February 1, 2019 through February 28, 2019		424,852	$	29.98		424,852		13,977,301
March 1, 2019 through March 31, 2019		2,005,975	$	29.17		2,005,975		11,971,326
April 1, 2019 through April 30, 2019		—	$	—		—		11,971,326
Total Fiscal 2020 First Quarter		2,430,827				2,430,827		11,971,326

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.~~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: ~~September~~June 10, ~~2018~~2019	By:		/s/ RICHARD A. HAYNE
			Richard A. Hayne
			Chief Executive Officer

		URBAN OUTFITTERS, INC.

Date: ~~September~~June 10, ~~2018~~2019	By:		/s/ FRANCIS J. CONFORTI
			Francis J. Conforti
			Chief Financial Officer