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 every Interactive Data File required to be submitted 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 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—~~97,975,343~~97,779,586 shares outstanding on ~~December 4, 2019.~~June 24, 2020.

Urban Outfitters, Inc. (the "Company") relied on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) (the "Order") to delay the filing of this Quarterly Report on Form 10-Q due to the coronavirus (“COVID-19”) outbreak. The original due date for filing of this Quarterly Report on Form 10-Q was June 9, 2020. On June 8, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension. Consistent with the Company’s statements made in the Current Report on Form 8-K, the Company was unable to file this Quarterly Report on Form 10-Q until June 30, 2020 because the Company’s operations and business have experienced significant disruptions due to the unprecedented conditions surrounding the COVID-19 outbreak. These disruptions include, but are not limited to, the temporary leaves of absence of a significant number of our employees, the temporary closures of all of our offices and global retail locations, and other financial and operational concerns associated with or caused by COVID-19. Specifically, the Company relied on the Order to allow for additional time to complete the impairment assessments of the Company’s long-lived assets for the quarter, which was necessary to finalize this Quarterly Report on Form 10-Q.

	October 31,			January 31,			October 31,			April 30,			January 31,			April 30,
	2019			2019			2018			2020			2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	167,070		$	358,260		$	329,021		$	588,740		$	221,839		$	291,199
Marketable securities		170,697			279,232			237,391			65,121			211,453			229,163
Accounts receivable, net of allowance for doubtful accounts of $1,084, $1,499 and $1,572, respectively		99,971			80,461			90,954
Accounts receivable, net of allowance for doubtful accounts of $6,304, $880 and $892, respectively											55,910			88,288			88,390
Inventory		531,565			370,507			451,659			335,640			409,534			408,362
Prepaid expenses and other current assets		143,710			114,296			139,774			131,517			122,282			122,183
Total current assets		1,113,013			1,202,756			1,248,799			1,176,928			1,053,396			1,139,297
Property and equipment, net		890,538			796,029			808,883			880,353			890,032			829,072
Operating lease right-of-use assets		1,119,280			—			—			1,116,597			1,170,531			1,088,290
Marketable securities		83,121			57,292			36,033			13,272			97,096			93,894
Deferred income taxes and other assets		114,641			104,438			103,327			169,054			104,578			101,267
Total Assets	$	3,320,593		$	2,160,515		$	2,197,042		$	3,356,204		$	3,315,633		$	3,251,820
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	232,901		$	144,414		$	191,684		$	104,702		$	167,871		$	174,258
Current portion of operating lease liabilities		213,911			—			—			243,671			221,593			214,443
Accrued expenses, accrued compensation and other current liabilities		264,240			242,230			263,289			315,204			249,306			259,478
Total current liabilities		711,052			386,644			454,973			663,577			638,770			648,179
Non-current portion of operating lease liabilities		1,119,340			—			—			1,088,932			1,137,495			1,092,180
Long-term debt											220,000			—			—
Deferred rent and other liabilities		60,348			284,773			281,460			85,587			84,013			63,490
Total Liabilities		1,890,740			671,417			736,433			2,058,096			1,860,278			1,803,849
Commitments and contingencies (see Note 12)
Shareholders’ equity:
Preferred shares; $.0001 par value, 10,000,000 shares authorized, NaN issued		—			—			—
Common shares; $.0001 par value, 200,000,000 shares authorized, 97,975,343, 105,642,283 and 107,638,846 shares issued and outstanding, respectively		10			11			11
Preferred shares; $.0001 par value, 10,000,000 shares authorized, 0ne issued											—			—			—
Common shares; $.0001 par value, 200,000,000 shares authorized, 97,777,322, 97,976,815 and 103,599,364 shares issued and outstanding, respectively											10			10			10
Additional paid-in-capital		5,201			—			—			3,593			9,477			—
Retained earnings		1,454,333			1,516,190			1,492,691			1,335,430			1,473,872			1,478,678
Accumulated other comprehensive loss		(29,691	)		(27,103	)		(32,093	)		(40,925	)		(28,004	)		(30,717	)
Total Shareholders’ Equity		1,429,853			1,489,098			1,460,609			1,298,108			1,455,355			1,447,971
Total Liabilities and Shareholders’ Equity	$	3,320,593		$	2,160,515		$	2,197,042		$	3,356,204		$	3,315,633		$	3,251,820

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

	Three Months Ended				Nine Months Ended				Three Months Ended
	October 31,				October 31,				April 30,
	2019		2018		2019		2018		2020			2019
Net sales	$	987,469	$	973,533	$	2,814,211	$	2,821,675	$	588,483		$	864,413
Cost of sales		666,367		635,835		1,908,178		1,847,473
Cost of sales (excluding store impairment)										562,112			595,357
Store impairment										14,528			—
Gross profit		321,102		337,698		906,033		974,202		11,843			269,056
Selling, general and administrative expenses		245,833		241,341		712,683		707,097		210,578			229,036
Income from operations		75,269		96,357		193,350		267,105
(Loss) income from operations										(198,735	)		40,020
Other income, net		576		1,235		6,754		3,061		162			2,680
Income before income taxes		75,845		97,592		200,104		270,166
Income tax expense		20,193		20,072		51,547		58,577
Net income	$	55,652	$	77,520	$	148,557	$	211,589
Net income per common share:
(Loss) income before income taxes										(198,573	)		42,700
Income tax (benefit) expense										(60,131	)		10,115
Net (loss) income									$	(138,442	)	$	32,585
Net (loss) income per common share:
Basic	$	0.57	$	0.71	$	1.48	$	1.95	$	(1.41	)	$	0.31
Diluted	$	0.56	$	0.70	$	1.47	$	1.92	$	(1.41	)	$	0.31
Weighted-average common shares outstanding:
Basic		97,972,864		108,778,483		100,458,726		108,702,575		97,910,314			104,437,460
Diluted		98,628,169		110,262,879		101,147,025		110,149,105		97,910,314			105,340,148

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

Three Months Ended

Nine Months Ended

October 31,

October 31,

2019

2018

2019

2018

Net income

$
55,652

$
77,520

$
148,557

$
211,589

Other comprehensive income (loss):

Foreign currency translation

7,420

(5,358
)

(3,151
)

(21,208
)
Change in unrealized gains (losses) on marketable securities, net of tax

176

(134
)

563

(234
)
Total other comprehensive income (loss)

7,596

(5,492
)

(2,588
)

(21,442
)
Comprehensive income

$
63,248

$
72,028

$
145,969

$
190,147

	Three Months Ended
	April 30,
	2020			2019
Net (loss) income	$	(138,442	)	$	32,585
Other comprehensive (loss) income:
Foreign currency translation		(12,617	)		(3,800	)
Change in unrealized (losses) gains on marketable securities, net of tax		(304	)		186
Total other comprehensive (loss) income		(12,921	)		(3,614	)
Comprehensive (loss) income	$	(151,363	)	$	28,971

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

											Accumulated																	Accumulated
	Common Shares					Additional					Other						Common Shares					Additional						Other
	Number of			Par		Paid-in			Retained		Comprehensive						Number of			Par		Paid-in			Retained			Comprehensive
	Shares			Value		Capital			Earnings		Loss			Total			Shares			Value		Capital			Earnings			Loss			Total
Balances as of July 31, 2019		97,965,012		$	10	$	—		$	1,398,681	$	(37,287	)	$	1,361,404
Comprehensive income		—			—		—			55,652		7,596			63,248
Balances as of January 31, 2020																		97,976,815		$	10	$	9,477		$	1,473,872		$	(28,004	)	$	1,455,355
Comprehensive (loss)																		—			—		—			(138,442	)		(12,921	)		(151,363	)
Share-based compensation		—			—		5,346			—		—			5,346			—			—		4,872			—			—			4,872
Share-based awards		16,669			—		—			—		—			—			437,174			—		—			—			—			—
Share repurchases		(6,338	)		—		(145	)		—		—			(145	)		(636,667	)		—		(10,756	)		—			—			(10,756	)
Balances as of October 31, 2019		97,975,343		$	10	$	5,201		$	1,454,333	$	(29,691	)	$	1,429,853
Balances as of April 30, 2020																		97,777,322		$	10	$	3,593		$	1,335,430		$	(40,925	)	$	1,298,108

												Accumulated																		Accumulated
	Common Shares					Additional						Other						Common Shares						Additional						Other
	Number of			Par		Paid-in			Retained			Comprehensive						Number of			Par			Paid-in			Retained			Comprehensive
	Shares			Value		Capital			Earnings			Loss			Total			Shares			Value			Capital			Earnings			Loss			Total
Balances as of July 31, 2018		108,951,308		$	11	$	18,770		$	1,451,492		$	(26,601	)	$	1,443,672
Balances as of January 31, 2019																			105,642,283		$	11		$	—		$	1,516,190		$	(27,103	)	$	1,489,098
Comprehensive income		—			—		—			77,520			(5,492	)		72,028			—			—			—			32,585			(3,614	)		28,971
Share-based compensation		—			—		6,086			—			—			6,086			—			—			5,553			—			—			5,553
Share-based awards		282,139			—		598			—			—			598			563,989			—			974			—			—			974
Share repurchases		(1,594,601	)		—		(25,454	)		(36,321	)		—			(61,775	)		(2,606,908	)		(1	)		(6,527	)		(70,097	)		—			(76,625	)
Balances as of October 31, 2018		107,638,846		$	11	$	—		$	1,492,691		$	(32,093	)	$	1,460,609
Balances as of April 30, 2019																			103,599,364		$	10		$	—		$	1,478,678		$	(30,717	)	$	1,447,971

~~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, 2019

105,642,283

$
11

$
—

$
1,516,190

$
(27,103
)

$
1,489,098

Comprehensive income

—

—

—

148,557

(2,588
)

145,969

Share-based compensation

—

—

16,807

—

—

16,807

Share-based awards

585,658

—

974

—

—

974

Share repurchases

(8,252,598
)

(1
)

(12,580
)

(210,414
)

—

(222,995
)
Balances as of October 31, 2019

97,975,343

$
10

$
5,201

$
1,454,333

$
(29,691
)

$
1,429,853

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

—

—

—

211,589

(21,442
)

190,147

Share-based compensation

—

—

17,076

—

—

17,076

Share-based awards

1,142,897

—

13,618

—

—

13,618

Cumulative effect of change in
accounting pronouncements

—

—

—

6,564

—

6,564

Share repurchases

(1,752,619
)

—

(31,378
)

(36,321
)

—

(67,699
)
Balances as of October 31, 2018

107,638,846

$
11

$
—

$
1,492,691

$
(32,093
)

$
1,460,609

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

	For the Nine Months Ended						Three Months Ended
	October 31,						April 30,
	2019			2018			2020			2019
Cash flows from operating activities:
Net income	$	148,557		$	211,589
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income							$	(138,442	)	$	32,585
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		83,617			89,319			27,924			27,809
Right-of-use asset amortization		142,210			—
Provision (benefit) for deferred income taxes		211			(10,168	)
Non-cash lease expense								48,370			46,626
(Benefit) provision for deferred income taxes								(14,388	)		4,163
Share-based compensation expense		16,807			17,076			4,872			5,553
Store impairment								14,528			—
Loss on disposition of property and equipment, net		819			2,734			439			552
Changes in assets and liabilities:
Receivables		(19,550	)		(14,664	)		32,118			(8,003	)
Inventory		(161,255	)		(104,569	)		71,759			(38,551	)
Prepaid expenses and other assets		(37,228	)		(17,748	)		(50,542	)		(12,396	)
Payables, accrued expenses and other liabilities		100,534			96,614			(29,071	)		15,081
Operating lease liabilities		(153,320	)		—			(27,219	)		(47,526	)
Net cash provided by operating activities		121,402			270,183
Net cash (used in) provided by operating activities								(59,652	)		25,893
Cash flows from investing activities:
Cash paid for property and equipment		(171,121	)		(89,979	)		(43,518	)		(37,716	)
Cash paid for marketable securities		(299,322	)		(280,153	)		(45,517	)		(129,896	)
Sales and maturities of marketable securities		382,629			211,174			311,258			151,761
Net cash used in investing activities		(87,814	)		(158,958	)
Net cash provided by (used in) investing activities								222,223			(15,851	)
Cash flows from financing activities:
Borrowings under long-term debt								220,000			—
Proceeds from the exercise of stock options		974			13,618			—			974
Share repurchases related to share repurchase program		(217,421	)		(57,512	)		(7,036	)		(71,242	)
Share repurchases related to taxes for share-based awards		(5,574	)		(10,187	)		(3,720	)		(5,383	)
Net cash used in financing activities		(222,021	)		(54,081	)
Net cash provided by (used in) financing activities								209,244			(75,651	)
Effect of exchange rate changes on cash and cash equivalents		(2,757	)		(10,343	)		(4,914	)		(1,452	)
(Decrease) increase in cash and cash equivalents		(191,190	)		46,801
Increase (decrease) in cash and cash equivalents								366,901			(67,061	)
Cash and cash equivalents at beginning of period		358,260			282,220			221,839			358,260
Cash and cash equivalents at end of period	$	167,070		$	329,021		$	588,740		$	291,199
Supplemental cash flow information:
Cash paid during the year for:
Income taxes	$	56,910		$	73,454		$	6,342		$	3,030
Non-cash investing activities—Accrued capital expenditures	$	14,769		$	13,580		$	5,176		$	31,761

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, ~~2019,~~2020, filed with the United States Securities and Exchange Commission on ~~April 1, 2019.~~March 31, 2020.

The Company’s business experiences seasonal fluctuations in net sales and net income, with a more significant portion typically realized in the second half of each year predominantly due to the year-end holiday period. Historically, and consistent with the retail industry, this seasonality also impacts our working capital requirements, particularly with regard to inventory. Accordingly, the results of operations for the three ~~and nine~~ months ended ~~October 31, 2019~~April 30, 2020 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 ~~2020~~2021 will end on January 31, ~~2020.~~2021.

~~In February 2016,~~The Company has considered all new accounting standards updates issued by the Financial Accounting Standards Board (“FASB”) ~~issued an~~and has concluded that there are no recent accounting ~~standards update~~standard updates that amends the existing accounting standards for lease accounting. This update requires lessees to recognize a right-of-use asset and lease liability for both operating and finance leases. The Company adopted the new guidance on February 1, 2019 using a modified retrospective approach at the beginning of the period of adoption.The Company elected the “package of three” practical expedients and did not reassess expired or existing leases as of the effective date. The Company 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, 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 discount rates as of the 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 did not result inwill have a material impact on its consolidated financial statements and related disclosures.

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide, causing public health officials to recommend precautions to mitigate the spread of the virus, including warning against congregating in heavily populated areas, such as malls and shopping centers. On March 14, 2020, the Company announced that it temporarily closed all stores globally; however, the Company continued to fulfill digital orders from its stores where permitted by local authorities. The Company’s distribution and fulfillment centers remained open to support the digital business and the Wholesale segment operations but have done so with additional safety procedures and enhanced cleaning to protect the health of employees. The Company closed its offices and showrooms globally with the exception of location dependent employees. All other corporate and showroom employees are working remotely. The coronavirus pandemic continues to materially impact the Company’s ~~Consolidated Statements~~operations in the United States and globally, and related government and private sector responsive actions have and will continue to adversely affect its business operations. Because it is impossible to predict the effect and ultimate impact of ~~Income~~the coronavirus pandemic, current financial information may not be necessarily indicative of future operating results and the Company’s plans as described below may change.

In response to the coronavirus pandemic, the Company has taken many additional measures to protect its financial position and increase financial flexibility during this challenging time period. Those include:

As a result of the coronavirus pandemic, during the three months ended April 30, 2020, the Company recorded certain additional reserves and non-cash charges. During the three months ended April 30, 2020, the Company assessed the value of its inventory in the Retail and Wholesale segments and recorded a $43,327 increase in its inventory obsolescence reserves. During the three months ended April 30, 2020, the Company recorded a $5,800 increase in allowance for doubtful accounts reserves for Wholesale segment customer accounts receivables as a result of the significant disruption and uncertainty currently in the wholesale macro environment. Finally, during the three months ended April 30, 2020, the Company determined that certain long-lived assets at the Company’s retail locations were unable to recover their carrying value primarily due to the impact of the mandated store closures and anticipated reduced store net sales during the remainder of fiscal 2021 as a result of the coronavirus pandemic. These assets were written down to a fair value resulting in impairment charges of $14,528 across 39 retail locations.

As a result of the global coronavirus pandemic, governments in the United States, United Kingdom (“U.K.”), Canada and various other jurisdictions have implemented programs to encourage companies to retain and pay employees that are unable to work or ~~Consolidated Statements~~are limited in the work that they can perform in light of ~~Cash Flows.~~closures or a significant decline in sales. The Company continued to pay all employees through at least April 1, 2020. On March 31, 2020, the Company announced it furloughed a substantial number of store, wholesale and home office employees beginning April 1. Impacted employees continued to receive enrolled benefits during the furlough period. As such, the Company qualifies for certain of these programs which will partially offset related expenses. The Company is evaluating the reimbursement it is eligible to receive under such programs and will record the cumulative benefit in the second quarter of fiscal 2021 and through the eligibility period of such programs.

Beginning April 25, 2020, the Company started to reopen stores in select states and countries. When the Company reopened these stores, it did so in accordance with local government guidelines. As of June 24, 2020, the Company has reopened more than 570of its stores globally and intends to continue reopening stores around the world as states and countries permit the reopening of retail operations. The Company has not changed its remote work arrangements for its corporate employees.

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 the Company’s Wholesale segment customers and franchisees. For the ~~nine~~three month period ended ~~October 31,~~April 30, 2020, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $88,288 and $55,910, respectively. For the three month period ended April 30, 2019, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $80,461 and ~~$99,971,~~$88,390, respectively. ~~For~~During the ~~nine~~three month period ended ~~October 31, 2018,~~April 30, 2020, the ~~opening and closing balances of contract receivables, net of~~Company recorded a $5,800 increase in allowance for doubtful accounts ~~were $76,962~~reserves for Wholesale segment customer accounts receivables as a result of the significant disruption and ~~$90,954, respectively.~~uncertainty currently in the wholesale macro environment. 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 ~~nine~~three month period ended ~~October 31,~~April 30, 2020, the opening and closing balances of contract liabilities were $52,926 and $49,502, respectively. For the three month period ended April 30, 2019, the opening and closing balances of contract liabilities were $49,747 and ~~$39,515, respectively. For the nine month period ended October 31, 2018, the opening and closing balances of contract liabilities were $56,637 and $34,253,~~$43,187, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the Condensed Consolidated Balance Sheets. During the ~~nine~~three month period ended ~~October 31,~~April 30, 2020, the Company recognized $12,763 of revenue that was included in the contract liability balance at the beginning of the period. During the three month period ended April 30, 2019, the Company recognized ~~$27,416~~$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 ~~October 31, 2019,~~April 30, 2020, January 31, ~~2019~~2020 and ~~October 31, 2018~~April 30, 2019 were as follows:

	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value		Cost		Gains		(Losses)			Value
As of October 31, 2019
As of April 30, 2020
Short-term Investments:
Municipal and pre-refunded municipal bonds										$	50,887	$	5	$	(31	)	$	50,861
Corporate bonds	$	125,040	$	310	$	(12	)	$	125,338		14,246		21		(7	)		14,260
											65,133		26		(38	)		65,121
Long-term Investments:
Municipal and pre-refunded municipal bonds		39,256		38		(14	)		39,280		2,350		21		(1	)		2,370
Corporate bonds											2,572		3		(4	)		2,571
Mutual funds, held in rabbi trust											7,400		682		—			8,082
Certificates of deposit											249		—		—			249
											12,571		706		(5	)		13,272
										$	77,704	$	732	$	(43	)	$	78,393
As of January 31, 2020
Short-term Investments:
Municipal and pre-refunded municipal bonds										$	38,617	$	20	$	(11	)	$	38,626
Corporate bonds											166,790		318		(26	)		167,082
Federal government agencies		1,622		4		—			1,626		1,152		3		—			1,155
Certificates of deposit		2,466		—		—			2,466		2,593		—		—			2,593
Commercial paper		1,987		—		—			1,987		1,997		—		—			1,997
		170,371		352		(26	)		170,697		211,149		341		(37	)		211,453
Long-term Investments:
Municipal and pre-refunded municipal bonds											30,340		35		(17	)		30,358
Corporate bonds		45,556		270		(26	)		45,800		47,352		205		(40	)		47,517
Municipal and pre-refunded municipal bonds		20,795		13		(35	)		20,773
Mutual funds, held in rabbi trust											8,448		36		(55	)		8,429
Federal government agencies		6,365		—		(15	)		6,350		6,926		1		(2	)		6,925
Mutual funds, held in rabbi trust		7,661		144		(1	)		7,804
Certificates of deposit		2,394		—		—			2,394		3,867		—		—			3,867
		82,771		427		(77	)		83,121		96,933		277		(114	)		97,096
	$	253,142	$	779	$	(103	)	$	253,818	$	308,082	$	618	$	(151	)	$	308,549
As of January 31, 2019
Short-term Investments:
Corporate bonds	$	227,287	$	24	$	(214	)	$	227,097
Municipal and pre-refunded municipal bonds		43,677		15		(18	)		43,674
Federal government agencies		1,458		—		—			1,458
Certificates of deposit		1,050		—		—			1,050
Commercial paper		2,979		—		—			2,979
Treasury bills		2,975		—		(1	)		2,974
		279,426		39		(233	)		279,232
Long-term Investments:
Corporate bonds		34,265		34		(63	)		34,236
Municipal and pre-refunded municipal bonds		7,554		7		(3	)		7,558
Federal government agencies		6,603		2		(1	)		6,604
Mutual funds, held in rabbi trust		6,301		450		—			6,751
Certificates of deposit		2,143		—		—			2,143
		56,866		493		(67	)		57,292
	$	336,292	$	532	$	(300	)	$	336,524

	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value		Cost		Gains		(Losses)			Value
As of October 31, 2018
As of April 30, 2019
Short-term Investments:
Municipal and pre-refunded municipal bonds										$	52,131	$	23	$	(6	)	$	52,148
Corporate bonds	$	200,910	$	—	$	(466	)	$	200,444		169,627		72		(70	)		169,629
Municipal and pre-refunded municipal bonds		33,291		—		(59	)		33,232
Federal government agencies											2,735		4		—			2,739
Certificates of deposit		755		—		—			755		1,650		—		—			1,650
Commercial paper		2,960		—		—			2,960		2,997		—		—			2,997
		237,916		—		(525	)		237,391		229,140		99		(76	)		229,163
Long-term Investments:
Municipal and pre-refunded municipal bonds											11,035		11		(8	)		11,038
Corporate bonds		24,793		—		(175	)		24,618		71,105		95		(46	)		71,154
Municipal and pre-refunded municipal bonds		2,573		—		(7	)		2,566
Mutual funds, held in rabbi trust		6,932		—		(473	)		6,459		7,733		208					7,941
Federal government agencies											2,351		7		—			2,358
Certificates of deposit		2,390		—		—			2,390		1,403		—		—			1,403
		36,688		—		(655	)		36,033		93,627		321		(54	)		93,894
	$	274,604	$	—	$	(1,180	)	$	273,424	$	322,767	$	420	$	(130	)	$	323,057

Proceeds from the sales and maturities of available-for-sale securities were ~~$382,629~~$311,258 and ~~$211,174~~$151,761 for the ~~nine~~three months ended ~~October 31,~~April 30, 2020 and 2019, respectively. Net liquidations of the Company’s marketable securities portfolio in the three months ended April 30, 2020 were primarily to preserve financial flexibility and ~~2018, respectively.~~maintain liquidity in response to the coronavirus pandemic. The Company included in “Other income, net,” in the Condensed Consolidated Statements of ~~Income,~~Operations, a net realized ~~gains~~loss of ~~$6 and $32~~$454 for the three ~~and nine~~ months ended ~~October 31, 2019, respectively,~~April 30, 2020, and a net realized ~~losses~~gain of ~~$3 and $16~~$7 for the three ~~and nine~~ months ended ~~October 31, 2018, respectively.~~April 30, 2019. Amortization of discounts and premiums, net, resulted in a reduction of “Other income, net” of ~~$156~~$409 and ~~$427~~$119 for the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and 2019, ~~respectively, and $328 and $1,479 for the three and nine months ended October 31, 2018,~~ 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.~~Operations.

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

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

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	October 31, 2019								April 30, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Municipal and pre-refunded municipal bonds									$	—	$	53,231	$	—	$	53,231
Corporate bonds	$	171,138	$	—	$	—	$	171,138		16,831		—		—		16,831
Municipal and pre-refunded municipal bonds		—		60,053		—		60,053
Federal government agencies		7,976		—		—		7,976
Mutual funds, held in rabbi trust		7,804		—		—		7,804		8,082		—		—		8,082
Certificates of deposit		—		4,860		—		4,860		—		249		—		249
Commercial paper		—		1,987		—		1,987
	$	186,918	$	66,900	$	—	$	253,818	$	24,913	$	53,480	$	—	$	78,393

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	January 31, 2019								January 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Municipal and pre-refunded municipal bonds									$	—	$	68,984	$	—	$	68,984
Corporate bonds	$	261,333	$	—	$	—	$	261,333		214,599		—		—		214,599
Municipal and pre-refunded municipal bonds		—		51,232		—		51,232
Mutual funds, held in rabbi trust										8,429		—		—		8,429
Federal government agencies		8,062		—		—		8,062		8,080		—		—		8,080
Mutual funds, held in rabbi trust		6,751		—		—		6,751
Certificates of deposit		—		3,193		—		3,193		—		6,460		—		6,460
Commercial paper		—		2,979		—		2,979				1,997		—		1,997
Treasury bills		2,974		—		—		2,974
	$	279,120	$	57,404	$	—	$	336,524	$	231,108	$	77,441	$	—	$	308,549

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	October 31, 2018								April 30, 2019
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Municipal and pre-refunded municipal bonds									$	—	$	63,186	$	—	$	63,186
Corporate bonds	$	225,062	$	—	$	—	$	225,062		240,783		—		—		240,783
Municipal and pre-refunded municipal bonds		—		35,798		—		35,798
Mutual funds, held in rabbi trust		6,459		—		—		6,459		7,941		—		—		7,941
Federal government agencies										5,097		—		—		5,097
Certificates of deposit		—		3,145		—		3,145		—		3,053		—		3,053
Commercial paper		—		2,960		—		2,960		—		2,997		—		2,997
	$	231,521	$	41,903	$	—	$	273,424	$	253,821	$	69,236	$	—	$	323,057

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

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

Level 3 assets consist of financial instruments where there has been no active market. The Company held no Level 3 financial instruments as of ~~October 31, 2019,~~April 30, 2020, January 31, ~~2019~~2020 and ~~October 31, 2018.~~April 30, 2019.

The fair value of cash and cash equivalents (Level 1) approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. As of ~~October 31, 2019,~~April 30, 2020, January 31, ~~2019~~2020 and ~~October 31, 2018,~~April 30, 2019, cash and cash equivalents included cash on hand, cash in banks, money market accounts and marketable securities with maturities of less than three months at the time of purchase. The fair value of debt approximates its carrying value as it is all variable rate debt.

The Company’s non-financial assets, primarily consisting of property and equipment, lease-related right-of-use assets 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. Right-of-use assets are tested for impairment in the same manner as property and equipment. 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~~During the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020, the Company determined that certain long-lived assets at the Company’s retail locations were unable to recover their carrying value primarily due to the impact of the mandated store closures and anticipated reduced store net sales during the remainder of fiscal 2021 as a result of the coronavirus pandemic. These assets were written down to a fair value resulting in impairment charges of $14,528 across 39 retail locations, with a carrying value after impairment of $96,523 related to the right-of-use assets. During the three months ended April 30, 2019, ~~and 2018,~~ impairment charges were 0.

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. Currently, there has not been a replacement reference rate identified for LIBOR in 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 ~~October 31, 2019,~~April 30, 2020, the Company was in compliance with all terms of the Amended Credit Agreement and borrowings under the Amended Credit Facility totaled ~~$0.~~$220,000, which the Company borrowed during the three months ended April 30, 2020 in order to preserve financial flexibility and maintain liquidity and flexibility in response to the coronavirus pandemic. The Company intends to use the proceeds in the future for working capital, capital expenditure, general corporate or other purposes. The Company expects to remain in compliance with all terms, including financial covenants, of the Amended Credit Agreement. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were ~~$14,016.~~$14,499.

Additionally, the Company has borrowing agreements with 2 separate financial institutions under which the Company may borrow an aggregate of $130,000 for the purposes of trade letter of credit issuances. The availability

of any future borrowings under the trade letter of credit facilities is subject to acceptance by the respective financial institutions. As of ~~October 31, 2019,~~April 30, 2020, the Company had outstanding trade letters of credit of ~~$52,283~~$55,240 and available trade letters of credit of ~~$77,717~~$74,760 under these facilities.

On June 17,2020, the Company repaid $100,000 of borrowings under its Amended Credit Facility.

The 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 lease for one or two 5-year periods. Payments related to a renewal period are included in the lease liability and 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 a percentage of net sales. Variable lease payments may be subject to a breakpoint threshold of fixed rent. Variable lease payments, other than those that depend on an index or a rate, are not included in the measurement of the lease liability. The lease liability is calculated at the present value of certain future payments, discounted using the Company’s incremental borrowing rate, which approximates the rate of interest the Company would pay to 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 were ~~$68,915~~$68,010 and ~~$202,990~~$66,248 during the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and 2019, respectively. Total variable lease costs were ~~$15,631~~$28,440 and ~~$50,340~~$32,877 during the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and 2019, respectively. Short-term lease costs and sublease income were not material during the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and April 30, 2019.

The following is a schedule by year of the maturities of operating lease liabilities with original terms in excess of one year, as of ~~October 31, 2019:~~April 30, 2020:

	Operating			Operating
	Leases			Leases
Fiscal Year
2020 (excluding the nine months ended October 31, 2019)	$	74,969
2021		288,259
2021 (excluding the three months ended April 30, 2020)				$	254,187
2022		254,096			275,975
2023		227,518			242,272
2024		194,737			208,755
2025					172,243
Thereafter		719,994			589,212
Total undiscounted future minimum lease payments		1,759,573			1,742,644
Less imputed interest		(426,322	)		(410,041	)
Total discounted future minimum lease payments	$	1,333,251		$	1,332,603

As of ~~October 31, 2019,~~April 30, 2020, the Company had commitments of approximately ~~$32,598~~$47,956 not included in the amounts above related to 86 executed but not yet commenced store leases.

~~The following is a schedule by year of~~In response to the ~~future~~coronavirus pandemic and mandated store closures, the Company withheld certain minimum lease payments ~~for~~due to landlords. The amount withheld at April 30, 2020 was included in “Current portion of operating ~~leases with original terms~~lease liabilities” in ~~excess of one year, as of January 31, 2019:~~the Condensed Consolidated Balance Sheets.

The Company ~~through~~has been in discussion with its ~~wholly-owned subsidiary, Anthropologie, Inc., is party~~landlords to obtain rent concessions. To the extent the rent concessions do not result in a ~~ground~~substantial increase in total payments in the existing lease, (the “Lease”) with Waterloo Devon, L.P. (the “Landlord”). Wade L. McDevitt was a minority owner of the Landlord and its general partner and is the brother-in-law of Scott Belair, one of the Company’s former directors. Pursuant to the Lease, the Company ~~rented approximately~~ ~~six~~ ~~acres located~~will account for such rent concessions as negative variable rent. To the extent the rent concessions do result in ~~Devon, Pennsylvania to develop~~ a ~~lifestyle center, which includes an expanded format Anthropologie store, a Terrain store, several restaurant concepts under~~substantial increase in total payments in 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 2 options to 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 Lease is approximately $62,135. Real estate taxes, insurance, construction costs and other third-party expenses will also be paid by the Company. Ifexisting lease, the Company ~~exercises its option to extend the Lease, rental payments during~~will account for such ~~extension term will be 90% of the market rental rate. An independent committee of the Board of Directors retained~~rent concessions as a 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 Board of Directors and the Lease was approved by such committee and by the Company’s Board of Directors.lease modification.

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 Black-Scholes model was used to estimate the fair value of stock options. The fair value of PSU’s and RSU’s is equal to the stock price on the date of the grant. The fair value of the PSU’s awarded during fiscal 2020 equaled 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,~~Operations, for the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and 2019, ~~and 2018~~ was as follows:

	Three Months Ended				Nine Months Ended				Three Months Ended
	October 31,				October 31,				April 30,
	2019		2018		2019		2018		2020		2019
Stock Options	$	349	$	604	$	1,387	$	1,250	$	342	$	585
Stock Appreciation Rights		—		—		—		4
Performance Stock Units		1,049		1,869		3,260		5,439
Performance Stock Units⁽¹⁾										150		1,077
Restricted Stock Units		3,948		3,613		12,160		10,383		4,380		3,891
Total	$	5,346	$	6,086	$	16,807	$	17,076	$	4,872	$	5,553

Share-based awards granted and the weighted-average fair value of such awards for the ~~nine~~three months ended ~~October 31, 2019~~April 30, 2020 was as follows:

	Nine Months Ended
	October 31, 2019				April 30, 2020
			Weighted-				Weighted-
	Awards		Average Fair		Awards		Average Fair
	Granted		Value		Granted		Value
Stock Options		160,000	$	8.67		—	$	—
Stock Appreciation Rights		—	$	—
Performance Stock Units		140,000	$	30.19		154,000	$	25.84
Restricted Stock Units		860,000	$	29.97		835,000	$	25.84
Total		1,160,000				989,000

During the ~~nine~~three months ended ~~October 31, 2019, 40,000 stock options were exercised, 139,999~~April 30, 2020, 113,331 PSU’s vested and ~~405,659~~323,843 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 ~~October 31, 2019~~April 30, 2020 was as follows:

	October 31, 2019				April 30, 2020
	Unrecognized		Weighted-		Unrecognized		Weighted-
	Compensation		Average		Compensation		Average
	Cost		Years		Cost		Years
Stock Options	$	821		0.6	$	129		0.1
Stock Appreciation Rights		—		—
Performance Stock Units		5,660		1.9		6,816		2.4
Restricted Stock Units		28,321		2.1		39,151		2.3
Total	$	34,802			$	46,096

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

	Three Months Ended				Nine Months Ended				Three Months Ended
	October 31,				October 31,				April 30,
	2019		2018		2019		2018		2020		2019
Number of common shares repurchased and subsequently retired		—		1,500,000		8,068,196		1,500,000		482,003		2,430,827
Total cost	$	—	$	57,512	$	217,421	$	57,512	$	7,036	$	71,242
Average cost per share, including commissions	$	—	$	38.34	$	26.95	$	38.34	$	14.60	$	29.31

The shares repurchased during the three months ended April 30, 2020, were prior to the known spread of the coronavirus pandemic in the United States, which forced the Company to close its stores for an extended period of time. On August 22, 2017, the Company’s Board of Directors authorized the repurchase of 20,000,000 common shares under a share repurchase program. On June 4, 2019, the Company’s Board of Directors authorized the repurchase of an additional 20,000,000 common shares under a share repurchase program. AsWhile as of ~~October 31, 2019, 26,333,957~~April 30, 2020, 25,851,954 common shares were remaining under the ~~programs.~~programs, the Company has suspended all share repurchase activity under the programs for the foreseeable future.

During the ~~nine~~three months ended ~~October 31, 2019,~~April 30, 2020, the Company acquired and subsequently retired ~~184,402~~154,664 common shares at a total cost of ~~$5,574~~$3,720 from employees to meet minimum statutory tax withholding requirements. During the ~~nine~~three months ended ~~October 31, 2018,~~April 30, 2019, the Company acquired and subsequently retired ~~252,619~~176,081 common shares at a total cost of ~~$10,187~~$5,383 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 nine~~ months ended ~~October 31, 2019~~April 30, 2020 and ~~2018:~~2019:

	Three Months Ended October 31, 2019								Nine Months Ended October 31, 2019									Three Months Ended April 30, 2020
				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	$	(37,496	)	$	209	$	(37,287	)	$	(26,925	)	$	(178	)	$	(27,103	)	$	(28,328	)	$	324		$	(28,004	)
Other comprehensive income (loss) before reclassifications		7,420			170		7,590			(3,151	)		531			(2,620	)		(12,617	)		150			(12,467	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			6		6			—			32			32			—			(454	)		(454	)
Net current-period other comprehensive income (loss)		7,420			176		7,596			(3,151	)		563			(2,588	)		(12,617	)		(304	)		(12,921	)
Balance at end of period	$	(30,076	)	$	385	$	(29,691	)	$	(30,076	)	$	385		$	(29,691	)	$	(40,945	)	$	20		$	(40,925	)

	Three Months Ended October 31, 2018									Nine Months Ended October 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	$	(26,190	)	$	(411	)	$	(26,601	)	$	(10,340	)	$	(311	)	$	(10,651	)	$	(26,925	)	$	(178	)	$	(27,103	)
Other comprehensive income (loss) before reclassifications		(5,358	)		(131	)		(5,489	)		(21,208	)		(218	)		(21,426	)		(3,800	)		179			(3,621	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			(3	)		(3	)		—			(16	)		(16	)		—			7			7
Net current-period other comprehensive income (loss)		(5,358	)		(134	)		(5,492	)		(21,208	)		(234	)		(21,442	)		(3,800	)		186			(3,614	)
Balance at end of period	$	(31,548	)	$	(545	)	$	(32,093	)	$	(31,548	)	$	(545	)	$	(32,093	)	$	(30,725	)	$	8		$	(30,717	)

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.~~Operations.

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

	Three Months Ended				Nine Months Ended				Three Months Ended
	October 31,				October 31,				April 30,
	2019		2018		2019		2018		2020		2019
Basic weighted-average common shares outstanding		97,972,864		108,778,483		100,458,726		108,702,575		97,910,314		104,437,460
Effect of dilutive options, stock appreciation rights, performance stock units and restricted stock units		655,305		1,484,396		688,299		1,446,530		—		902,688
Diluted weighted-average shares outstanding		98,628,169		110,262,879		101,147,025		110,149,105		97,910,314		105,340,148

As a result of the net loss for the three months ended April 30, 2020, all share-based awards have been excluded from the calculation of diluted loss per share and therefore there was no difference in the weighted average number of common shares for basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive.

For the three months ended ~~October 31,~~April 30, 2019, ~~and 2018,~~ awards to purchase ~~415,000~~380,000 common shares ranging in price from ~~$28.47~~$35.85 to $46.42 ~~and 240,000 common shares ranging in price from $46.02 to $46.42, respectively,~~ were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive.For the nine months ended October 31, 2019 and 2018, awards to purchase 405,000 common shares ranging in price from $28.47 to $46.42 and 249,167 common shares ranging in price from $37.02 to $46.42, respectively, were Also excluded ~~from the calculation of diluted net income per common share because the impact would be anti-dilutive.~~

~~Excluded~~ from the calculation of diluted net income per common share as of ~~October 31,~~April 30, 2019, ~~and 2018~~ were ~~370,633 and 742,855~~711,418 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 3 reportable segments – “Retail,” “Wholesale” and “Subscription.”

The Company’s Retail segment consists of the “Anthropologie,” “Bhldn,” “Free People,” “Terrain” and “Urban Outfitters” brands and the ~~Food and Beverage~~Menus & Venues division. 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’s Retail segment omni-channel strategy enhances its customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment shopping channels are fully integrated, including stores, websites, mobile applications, catalogs and customer contact centers.

The Company’s Wholesale segment consists of the Free People, Anthropologie and Urban Outfitters brands. The Wholesale segment sells through department and specialty stores worldwide, digital businesses and the Retail segment. ~~The Urban Outfitters wholesale division was established in the third quarter of fiscal 2019.~~

The Subscription segment ~~consisting~~consists of the “Nuuly” brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019. Prior year expenses related to the Subscription segment that were classified as “Retail operations” and “General corporate expenses” have been reclassified to the Subscription segment as a result of the establishment of the Subscription segment in the first quarter of fiscal 2020. Property and equipment related to the Subscription segment have also been reclassified from the Retail segment.

The Company evaluates the performance of each segment based on the net sales and pre-tax income from operations (excluding intercompany charges) of the segment. The Company accounts for intersegment sales and transfers as if the sales and transfers were made to third parties making similar volume purchases. Corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments. The principal identifiable assets for the Retail and Wholesale segments are inventory and property and equipment. The principal identifiable ~~asset~~assets for the Subscription segment isare rental product and property and equipment.

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, ~~2019.~~2020. All of the Company’s segments are highly diversified. NaN one customer constitutes more than 10% of the Company’s total consolidated net sales. A summary of the information about the Company’s operations by segment is as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended
	October 31,						October 31,						April 30,
	2019			2018			2019			2018			2020			2019
Net sales
Retail operations	$	897,130		$	878,869		$	2,558,386		$	2,556,460		$	561,232		$	782,563
Wholesale operations		93,311			97,732			263,829			273,966			25,712			84,365
Subscription operations		2,032			—			2,032			—			6,270			—
Intersegment elimination		(5,004	)		(3,068	)		(10,036	)		(8,751	)		(4,731	)		(2,515	)
Total net sales	$	987,469		$	973,533		$	2,814,211		$	2,821,675		$	588,483		$	864,413
Income from operations
(Loss) Income from operations
Retail operations	$	83,687		$	88,633		$	197,378		$	246,928		$	(135,501	)	$	34,694
Wholesale operations		10,204			19,150			42,319			53,770			(45,628	)		16,761
Subscription operations		(6,320	)		(1,472	)		(11,957	)		(2,022	)		(5,964	)		(2,101	)
Intersegment elimination		300			216			549			298			(410	)		(63	)
Total segment operating income		87,871			106,527			228,289			298,974
Total segment operating (loss) income														(187,503	)		49,291
General corporate expenses		(12,602	)		(10,170	)		(34,939	)		(31,869	)		(11,232	)		(9,271	)
Total income from operations	$	75,269		$	96,357		$	193,350		$	267,105
Total (loss) income from operations													$	(198,735	)	$	40,020

	October 31,		January 31,		October 31,			April 30,		January 31,		April 30,
	2019		2019		2018			2020		2020		2019
Inventory
Retail operations	$	468,810	$	328,783	$	413,102		$	299,881	$	347,837	$	365,554
Wholesale operations		62,755		41,724		38,557			35,759		61,697		42,808
Total inventory	$	531,565	$	370,507	$	451,659		$	335,640	$	409,534	$	408,362
Property and equipment, net
Retail operations	$	863,234	$	791,648	$	806,387
Wholesale operations		2,496		2,389		2,431
Rental product, net ⁽¹⁾
Subscription operations		24,808		1,992		65		$	17,380	$	16,447	$	35
Total property and equipment, net	$	890,538	$	796,029	$	808,883
Total rental product, net								$	17,380	$	16,447	$	35

(1) Rental product, net is included in "Deferred income taxes and other assets" in the Condensed Consolidated Balance Sheets.							(1) Rental product, net is included in "Deferred income taxes and other assets" in the Condensed Consolidated Balance Sheets.

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

		Three Months Ended						Nine Months Ended							Three Months Ended
		October 31,						October 31,							April 30,
		2019			2018			2019			2018				2020			2019
Net sales
Apparel ⁽¹⁾		$	671,142		$	663,995		$	1,902,782		$	1,954,130			$	370,347		$	588,726
Home ⁽²⁾			146,249			136,483			415,759			386,093				109,799			124,548
Accessories ⁽³⁾			124,760			124,966			341,641			342,076				70,193			100,268
Other ⁽⁴⁾			45,318			48,089			154,029			139,376				38,144			50,871
Total net sales		$	987,469		$	973,533		$	2,814,211		$	2,821,675			$	588,483		$	864,413

As a percentage of net sales
Apparel ⁽¹⁾			68	%		68	%		68	%		69	%			63	%		68	%
Home ⁽²⁾			15	%		14	%		15	%		14	%			19	%		14	%
Accessories ⁽³⁾			13	%		13	%		12	%		12	%			12	%		12	%
Other ⁽⁴⁾			4	%		5	%		5	%		5	%			6	%		6	%
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, the Food and Beverage division and the Subscription segment
(4) Other includes beauty, shipping and handling, the Menus & Venues division and the Subscription segment														(4) Other includes beauty, shipping and handling, the Menus & Venues division and the Subscription segment

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

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

	October 31,		January 31,		October 31,		April 30,		January 31,		April 30,
	2019		2019		2018		2020		2020		2019
Property and equipment, net
Domestic operations	$	779,018	$	723,400	$	734,622	$	741,237	$	763,411	$	758,794
Foreign operations		111,520		72,629		74,261		139,116		126,621		70,278
Total property and equipment, net	$	890,538	$	796,029	$	808,883	$	880,353	$	890,032	$	829,072

	Three Months Ended				Nine Months Ended				Three Months Ended
	October 31,				October 31,				April 30,
	2019		2018		2019		2018		2020		2019
Net Sales
Domestic operations	$	865,586	$	854,347	$	2,468,991	$	2,467,015	$	523,556	$	763,089
Foreign operations		121,883		119,186		345,220		354,660		64,927		101,324
Total net sales	$	987,469	$	973,533	$	2,814,211	$	2,821,675	$	588,483	$	864,413

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 impacts of the coronavirus (COVID-19) pandemic, 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~~withdrawal from membership ~~from~~in 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 or public health crises such as the coronavirus (COVID-19) pandemic, 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 digital sales, our ability to maintain and expand our digital sales channels, response to new store concepts, our ability to integrate acquisitions, any material disruptions or security breaches with respect to our technology systems, failure of our manufacturers and third-party vendors to comply with our social compliance program, changes in our effective income tax rate (including the ~~impact of~~uncertainties associated with the U.S. Tax Cuts and Jobs ~~Act,~~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, ~~2019,~~2020, filed on ~~April 1, 2019.~~March 31, 2020. 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 under three reportable segments – Retail, Wholesale and Subscription. Our Retail segment consists of our Anthropologie, Bhldn, Free People, Terrain and Urban Outfitters brands and our ~~Food and Beverage~~Menus & Venues 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 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 apparel, intimates, activewear and home goods. Our Subscription segment consists of the Nuuly brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019.

Our 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 ~~2020~~2021 will end on January 31, 2021.

enhanced cleaning to protect the health of employees. The Company closed its offices and showrooms globally with the exception of location dependent employees. All other corporate and showroom employees are working remotely. The coronavirus pandemic continues to materially impact the Company’s operations in the United States and globally, and related government and private sector responsive actions have and will continue to adversely affect its business operations. Because it is impossible to predict the effect and ultimate impact of the coronavirus pandemic, current financial information may not be necessarily indicative of future operating results and the Company’s plans as described below may change.

As a result of the coronavirus pandemic, during the three months ended April 30, 2020, the Company recorded certain additional reserves and non-cash charges. During the three months ended April 30, 2020, the Company assessed the value of its inventory in the Retail and Wholesale segments and recorded a $43.3 million increase in its inventory obsolescence reserves. During the three months ended April 30, 2020, the Company recorded a $5.8 million increase in allowance for doubtful accounts reserves for Wholesale segment customer accounts receivables as a result of the significant disruption and uncertainty currently in the wholesale macro environment. Finally, during the three months ended April 30, 2020, the Company determined that certain long-lived assets at the Company’s retail locations were unable to recover their carrying value primarily driven due to the impact of the mandated store closures and anticipated reduced store net sales during the remainder of fiscal 2021 as a result of the coronavirus pandemic. These assets were written down to a fair value resulting in impairment charges of $14.5 million across 39 retail locations.

As a result of the global coronavirus pandemic, governments in the United States, United Kingdom (“U.K.”), Canada and various other jurisdictions have implemented programs to encourage companies to retain and pay employees that are unable to work or are limited in the work that they can perform in light of closures or a significant decline in sales. The Company continued to pay all employees through at least April 1, 2020. On March 31, 2020, the Company announced it furloughed a substantial number of store, wholesale and home office employees beginning April 1. Impacted employees continued to receive enrolled benefits during the furlough period. As such, the Company qualifies for certain of these programs which will partially offset related expenses. The Company is evaluating the reimbursement it is eligible to receive under such programs and will record the cumulative benefit in the second quarter of fiscal 2021 and through the eligibility period of such programs.

Company has reopened more than 570 of its stores globally and intends to continue reopening stores around the world as states and countries permit the reopening of retail operations. The Company has not changed its remote work arrangements for its corporate employees.

As we have reopened stores, we have followed newly established health protocols, provided personal protective equipment to our employees, and implemented social distancing working practices. Additionally, we are implementing occupancy limits, reducing operating hours, and instituting new cleaning regimens, including enhanced cleaning of high-touch surfaces throughout the day and making hand sanitizer available to our customers and employees. As a result, the Company is planning on incurring incremental costs going forward for personal protective equipment and additional payroll and supply costs associated with social distancing protocols and cleaning regimens we are putting in place in our stores, distribution and fulfillment centers, and offices.

In May 2020, significant civil unrest impacted 55 stores located in North America with varying degrees of damage, including recently reopened stores and stores from which we fulfilled digital orders. As a result, we temporarily closed these stores in order to assess the damage and make repairs in affected areas to ensure the safety of our customers and employees. We maintain business interruption and property insurance coverage, which covers inventory at the selling price and property and equipment at replacement costs, less a deductible. We are currently assessing the degree of the damage and the extent to which insurance may be available to cover the costs associated with these events. However, we do not expect losses after insurance recoveries to be material to our Condensed Consolidated Financial Statements.

Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All available Company-owned Retail segment 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 Retail segment omni-channel and not the separate store or digital channels. We manage and analyze our performance based on a single Retail segment omni-channel rather than separate channels and believe that the Retail segment 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.~~year due to store specific closures from events such as damage from fire, flood and natural weather events. 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 net sales and the effects of foreign currency translation are also considered non-comparable.

We monitor Retail segment metrics including customer traffic ~~average unit selling price, transactions~~ and average units per transaction at our stores and weon our websites and mobile applications. We additionally monitor ~~customer sessions,~~average unit selling price and transactions at our stores and 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 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~~and 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 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 the United Arab Emirates, and partners with third-party digital businesses to offer a limited selection of merchandise, which is

available globally. Urban Outfitters’ North American and European Retail segment net sales accounted for approximately ~~29.4%~~32.3% and ~~7.7%~~7.5% of consolidated net sales, respectively, for the ~~nine~~three months ended ~~October 31, 2019,~~April 30, 2020, compared to ~~30.2%~~29.1% and ~~8.1%~~7.4%, respectively, for the comparable period in fiscal ~~2019.~~2020. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2020 and the comparable period in fiscal 2020.

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. 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. APlus by Anthropologie, which was launched during fiscal 2020, is an apparel line that offers an extended size range within certain Anthropologie brand clothing collections. 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, the Anthropologie Group operates expanded format stores that include multiple Anthropologie Group brands, which allows for the presentation of 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, offers catalogs in North America and Europe that market select merchandise, most of which is also available in Anthropologie brand stores, sells merchandise through a franchisee-owned store in Israel, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally. The Anthropologie Group’s North American and European Retail segment net sales accounted for approximately ~~38.9%~~38.0% and ~~1.6%~~1.7% of consolidated net sales, respectively, for the ~~nine~~three months ended ~~October 31, 2019,~~April 30, 2020, compared to ~~38.4%~~39.1% and ~~1.6%~~1.7%, respectively, for the comparable period in fiscal ~~2019.~~2020. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for the three months ended April 30, 2020 and the comparable period in fiscal 2020.

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. We plan to open standalone FP Movement stores in fiscal 2021 and expect to open additional stores thereafter. 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 a franchisee-owned store in Israel, and partners with third-party digital businesses to offer a limited selection of merchandise, which is available globally. ~~We plan to open additional~~ Free People opened its first European retail stores in ~~Europe that will allow us to expand the presence of the brand internationally.~~fiscal 2019. Free People’s North American Retail segment net sales accounted for approximately ~~12.5%~~14.3% of consolidated net sales for the ~~nine~~three months ended ~~October 31, 2019,~~April 30, 2020, compared to approximately ~~11.7%~~12.0% for the comparable period in fiscal ~~2019. Free People opened its first~~2020. European ~~retail stores in the fourth quarter of fiscal 2019. European~~and Asian Retail segment net sales each accounted for less than 1.0% of consolidated net sales for the ~~nine~~three months ended ~~October 31, 2019.~~April 30, 2020 and the comparable period in fiscal 2020.

The ~~Food and Beverage~~Menus & Venues division focuses on a dining experience that provides excellence in food, beverage and service. The ~~Food and Beverage~~Menus & Venues division net sales accounted for less than 1.0% of consolidated net sales for the ~~nine~~three months ended ~~October 31, 2019~~April 30, 2020 and the comparable period in fiscal ~~2019.~~2020.

Net sales from the Retail segment accounted for approximately 95.3% of consolidated net sales for the three months ended April 30, 2020, compared to 90.5% for the comparable period in fiscal 2020.

Store data for the ~~nine~~three months ended ~~October 31, 2019~~April 30, 2020 was as follows:

	January 31,		Stores		Stores			October 31,		January 31,		Stores		Stores			April 30,
	2019		Opened		Closed			2019		2020		Opened		Closed			2020
Urban Outfitters
United States		178		1		—			179		177		2		(1	)		178
Canada		17		—		—			17		17		—		—			17
Europe		50		3		—			53		54		—		—			54
Urban Outfitters Global Total		245		4		—			249		248		2		(1	)		249
Anthropologie Group
United States		204		—		(1	)		203		200		1		—			201
Canada		12		—		(1	)		11		11		—		—			11
Europe		11		6		—			17		20		1		—			21
Anthropologie Group Global Total		227		6		(2	)		231		231		2		—			233
Free People
United States		127		8		(1	)		134		134		—		—			134
Canada		6		—		—			6		6		—		—			6
Europe		2		1		—			3		4		—		—			4
Free People Global Total		135		9		(1	)		143		144		—		—			144
Food and Beverage
Menus & Venues
United States		13		—		(2	)		11		11		—		—			11
Food and Beverage Total		13		—		(2	)		11
Menus & Venues Total											11		—		—			11
Total Company-Owned Stores		620		19		(5	)		634		634		4		(1	)		637
Franchisee-Owned Stores ⁽¹⁾		5		2		—			7		7		—		—			7
Total URBN		625		21		(5	)		641		641		4		(1	)		644

Selling square footage by brand as of ~~October 31,~~April 30, 2020 and 2019 ~~and 2018~~ was as follows:

	October 31,		October 31,					April 30,		April 30,
	2019		2018		Change			2020		2019		Change
Selling square footage (in thousands):
Urban Outfitters		2,223		2,222	flat				2,220		2,196		1.1	%
Anthropologie Group		1,790		1,794		-0.2	%		1,793		1,782		0.6	%
Free People		322		297		8.4	%		325		304		6.9	%
Total URBN ⁽¹⁾		4,335		4,313		0.5	%		4,338		4,282		1.3	%

We plan for future store growth for all three brands to come from expansion domestically and internationally, which may include opening stores (including standalone FP Movement 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 two franchise agreements for franchise stores in Israel and other Middle Eastern countries.internationally.

	January 31,		Projected		Projected			January 31,		January 31,		Projected		Projected			January 31,
	2019		Openings		Closings			2020		2020		Openings		Closings			2021
Urban Outfitters		245		7		(4	)		248		248		9		(5	)		252
Anthropologie Group		227		11		(7	)		231		231		7		(4	)		234
Free People		135		10		(1	)		144		144		5		(1	)		148
Food and Beverage		13		—		(2	)		11
Menus & Venues											11		—		—			11
Total Company-Owned Stores		620		28		(14	)		634		634		21		(10	)		645
Franchisee-Owned Stores		5		2		—			7		7		—		—			7
Total URBN(1)		625		30		(14	)		641		641		21		(10	)		652

Our Wholesale segment consists of the Free People, Anthropologie and Urban Outfitters brands that sell through approximately ~~2,200~~2,300 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, home goods including gifts, tabletop and textiles under the Anthropologie brand and the BDG apparel collection under the Urban Outfitters brand. ~~The Urban Outfitters wholesale division was established in the third quarter of fiscal 2019.~~ Our Wholesale segment net sales accounted for approximately ~~9.0%~~3.6% of consolidated net sales for the ~~nine~~three months ended ~~October 31, 2019,~~April 30, 2020, compared to ~~9.4%~~9.5% for the comparable period in fiscal ~~2019.~~2020.

Our Subscription segment consists of the Nuuly brand, which is a monthly women’s apparel subscription rental service that launched on July 30, 2019. For a monthly fee, Nuuly subscribers canselect rental product from a wide selection 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 select their products each month, wear them as often as they like, and then swap into new products the following month. Subscribers are also able to purchase the ~~product being rented.~~rented product. Our Subscription segment net sales accounted for ~~less than 1.0%~~approximately 1.1% of consolidated net sales for the ~~nine~~three months ended ~~October 31, 2019.~~April 30, 2020.

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, ~~2019,~~2020, which are included in our Annual Report on Form 10-K filed with the SEC on ~~April 1, 2019.~~March 31, 2020. 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. WeOther than the impact of the coronavirus pandemic on our inventory obsolescence reserves in the Retail and Wholesale segments, the allowance for doubtful accounts on our Wholesale segment accounts receivable and the obsolescence reserves on our Subscription segment rental product, 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 leases on February 1, 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, thereThere have been no significant changes to our critical accounting policies during the ~~nine~~three months ended ~~October 31, 2019.~~April 30, 2020.

As a result of the coronavirus pandemic, our stores were closed for nearly half of the first quarter of fiscal 2021. In addition to lost revenues, we incurred expenses that were not commensurate with the level of current level of sales. As a result, comparisons of expense ratios and year-over-year trends were impacted in a meaningful way.

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

Three Month Ended

Nine Months Ended

October 31,

October 31,

2019

2018

2019

2018

Net sales

100.0
%

100.0
%

100.0
%

100.0
%
Cost of sales

67.5

65.3

67.8

65.5

Gross profit

32.5

34.7

32.2

34.5

Selling, general and administrative expenses

24.9

24.8

25.3

25.0

Income from operations

7.6

9.9

6.9

9.5

Other income, net

0.1

0.1

0.2

0.1

Income before income taxes

7.7

10.0

7.1

9.6

Income tax expense

2.1

2.0

1.8

2.1

Net income

5.6
%

8.0
%

5.3
%

7.5
%

	Three Month Ended
	April 30,
	2020			2019
Net sales	100.0		%	100.0		%
Cost of sales (excluding store impairment)		95.5			68.9
Store impairment		2.5			—
Gross profit		2.0			31.1
Selling, general and administrative expenses		35.8			26.5
(Loss) income from operations	(33.8)				4.6
Other income, net		0.1			0.3
(Loss) income before income taxes	(33.7)				4.9
Income tax (benefit) expense	(10.2)				1.1
Net (loss) income	(23.5)		%		3.8	%

Three Months Ended ~~October 31, 2019~~April 30, 2020 Compared To Three Months Ended ~~October 31, 2018~~April 30, 2019

Net sales in the ~~third~~first quarter of fiscal ~~2020~~2021 were ~~$987.5~~$588.5 million, compared to ~~$973.5~~$864.4 million in the ~~third~~first quarter of fiscal ~~2019.~~2020. The ~~$14.0~~$275.9 million ~~increase~~decrease was attributable to ~~an $18.4~~a $221.3 million, or ~~2.1%~~28.3%, ~~increase~~decrease in Retail segment net sales and ~~$2.0~~a $60.9 million, ~~of Subscription~~or 74.4%, decrease in Wholesale segment net sales, partially offset by ~~a $6.4~~$6.3 million ~~or 6.7%, decrease in our Wholesale~~of Subscription segment net sales. Retail segment net sales for the ~~third~~first quarter of fiscal ~~2020~~2021 accounted for ~~90.9%~~95.3% of total net sales compared to ~~90.3%~~90.5% of total net sales in the ~~third~~first quarter of fiscal ~~2019.~~2020.

The ~~increase~~decrease in our Retail segment net sales during the ~~third~~first quarter of fiscal ~~2020~~2021 was due to ~~an increase~~a decrease of ~~$21.2~~$208.3 million, or ~~2.5%~~27.5%, in Retail segment comparable net sales, ~~partially offset by~~and a decrease of ~~$2.8~~$13.0 million in non-comparable net sales, including ~~the impact of foreign currency translation and~~ the net impact of store openings and closings since the prior comparable ~~period.~~period and the impact of foreign currency translation. Retail segment comparable net sales ~~increased 8.6%~~decreased 19.1% at Free People,

~~3.5%~~ 24.1% at Urban Outfitters and 32.8% at the Anthropologie ~~Group and were flat at Urban Outfitters.~~Group. Retail segment comparable net sales ~~increased~~decreased in both North America and Europe. The ~~increase~~decrease in Retail segment comparable net sales was driven by negative comparable store net sales due to mandated store closures as a result of the coronavirus pandemic, partially offset by low double-digit growth in the digital ~~channel, partially offset by negative~~channel. Negative comparable store net ~~sales.~~sales resulted from a decrease in transactions, average unit selling price and units per transaction. Store traffic for the quarter decreased. The digital channel net sales increase was driven by an increase in conversion rate, sessions and units per transaction, while average order value decreased. Negative comparable store net sales resulted from a decrease in transactions and average unit selling price, partially offset by an increase in units per transaction. Store traffic for the quarter decreased. The decrease in non-comparable net sales was primarily due to the ~~impact~~mandated store closures as a result of ~~foreign currency translation, partially offset by~~ the ~~impact of opening~~coronavirus pandemic at the 30 new Company-owned stores and restaurants opened and ~~closing 14~~13 Company-owned stores and restaurants closed since the prior comparable period.

The decrease in Wholesale segment net sales in the third quarter of fiscal 2020, as compared to the third quarter of fiscal 2019, was primarily due to a 9.5% decrease for the Free People brand, as a result of lower sales to North American department stores. This decrease was partially offset by an increase of $1.3 million in Anthropologie Home sales and $1.0 million in Urban Outfitters BDG sales.

Gross profit percentage for the third quarter of fiscal 2020 decreased to 32.5% of net sales, from 34.7% of net sales in the comparable quarter in fiscal 2019. Gross profit decreased to $321.1 million in the third quarter of fiscal 2020 from $337.7 million in the third quarter of fiscal 2019. The decrease in gross profit percentage was driven by higher markdowns, deleverage in delivery and logistics expenses and lower Wholesale segment margins. The higher markdowns were largely driven by underperforming women’s apparel at the Urban Outfitters brand. The deleverage in delivery and logistics expenses is due in part to the increased penetration of the digital channel as well as increased labor expenses attributable to the competitive market for employment in the United States. The lower Wholesale segment margins were primarily due to increased markdowns from department stores.

Total inventory at October 31, 2019 as compared to October 31, 2018, increased by $79.9 million, or 17.7%, to $531.6 million. Comparable Retail segment inventory increased 9.0% at cost. The increase in comparable Retail segment inventory in each of our brands was due in part to early receipts related to the ongoing tariff uncertainty as well as positive comparable Retail segment net sales. The remainder of the increase in total inventory was primarily related to an increase in Wholesale segment inventory.

Selling, general and administrative expenses increased by 1.9%, to $245.8 million, in the third quarter of fiscal 2020, compared to $241.3 million in the third quarter of fiscal 2019. Selling, general and administrative expenses as a percentage of net sales increased in the third quarter of fiscal 2020 to 24.9% of net sales, compared to 24.8% of net sales for the third quarter of fiscal 2019. The dollar growth was primarily driven by increased marketing expenses to support our digital sales growth and the launch of Nuuly.

~~Income from operations decreased to 7.6% of net sales, or $75.3 million, for the third quarter of fiscal 2020 compared to 9.9% of net sales, or $96.4 million, for the third quarter of fiscal 2019.~~

Our effective tax rate for the third quarter of fiscal 2020 was 26.6% of income before income taxes compared to 20.6% of income before income taxes in the third quarter of fiscal 2019. The increase in the effective tax rate was primarily due to the ratio of foreign taxable profits to global taxable profits and the prior year favorable impact of equity activity.

~~Nine Months Ended October 31, 2019 Compared To Nine Months Ended October 31, 2018~~

Net sales for the nine months ended October 31, 2019 were $2.81 billion, compared to $2.82 billion in the comparable period of fiscal 2019. The $7.5 million decrease was attributable to an $11.4 million, or 4.3%, decrease in Wholesale segment net sales, partially offset by a $1.9 million, or 0.1%, increase in Retail segment net sales and $2.0 million of Subscription segment net sales. Retail segment net sales for the nine months ended October 31, 2019 accounted for 90.9% of total net sales compared to 90.6% of total net sales in the nine months ended October 31, 2018.

The increase in our Retail segment net sales during the first nine months of fiscal 2020 was due to an increase of $2.0 million, or 0.1%, in Retail segment comparable net sales, partially offset by a decrease of $0.1 million in

non-comparable net sales, including the impact of foreign currency translation and the net impact of store openings and closings since the prior comparable period. Retail segment comparable net sales increased 5.7% at Free People, were flat at the Anthropologie Group and decreased 2.0% at Urban Outfitters. Retail segment comparable net sales were flat in North America and decreased in Europe. The increase in Retail segment comparable net sales was driven by growth in the digital channel, partially offset by negative comparable store net sales. The digital channel net sales increase was driven by an increase in sessions and conversion rate, while units per transaction and average order value decreased. Negative comparable store net sales resulted from a decrease in transactions and average unit selling price, partially offset by an increase in units per transaction. Store traffic for the first nine months of fiscal 2020 decreased. The decrease in non-comparable net sales was primarily due to the impact of foreign currency translation, partially offset by the impact of opening 37 new Company-owned stores and restaurants and closing 16 Company-owned stores and restaurants since the prior comparable period.

The decrease in Wholesale segment net sales in the first ~~nine months~~quarter of fiscal ~~2020,~~2021, as compared to the first ~~nine months~~quarter of fiscal ~~2019,~~2020, was primarily due to a ~~6.5%~~74.3% decrease for the Free People brand, asdue to the majority of the brand’s wholesale partners having all or a ~~result~~meaningful portion of ~~lower sales to North American department stores. This~~their businesses closed for a significant portion of the quarter. The segment decrease was ~~partially offset by an increase~~also due to decreases of ~~$3.1~~$2.2 million in Anthropologie Home sales and $0.2 million in Urban Outfitters BDG ~~sales and $2.3 million in Anthropologie Home~~ sales. ~~The Urban Outfitters wholesale division was launched in the third quarter of fiscal 2019.~~

Gross profit percentage for the first ~~nine months~~quarter of fiscal ~~2020~~2021 decreased to ~~32.2%~~2.0% of net sales, from ~~34.5%~~31.1% of net sales in the comparable ~~period~~quarter in fiscal ~~2019.~~2020. Gross profit decreased to ~~$906.0 million for the first nine months of fiscal 2020 from $974.2~~$11.8 million in the ~~comparable period~~first quarter of fiscal 2021 from $269.1 million in the first quarter of fiscal ~~2019.~~2020. The decrease in gross profit percentage was ~~driven by higher markdowns and~~due to significant store occupancy deleverage, a meaningful increase in inventory obsolescence reserves, an increase in delivery expense and ~~logistics expenses. The higher markdowns~~an increase in merchandise markdowns. While stores were ~~largely driven by underperforming women’s apparel at~~closed for half of the ~~Anthropologie~~first quarter of fiscal 2021 due to the coronavirus pandemic, store occupancy expense significantly deleveraged as rent and ~~Urban Outfitters brands. The deleverage~~other occupancy costs are unadjusted until agreements are reached with landlords. During the first quarter of fiscal 2021, the Company recorded a $14.5 million store impairment charge and a $43.3 million year-over-year increase in ~~delivery~~inventory obsolescence reserves due to an increase in aged inventory and ~~logistics expenses was~~an increase in the promotional environment in both the Retail and Wholesale segments. Delivery expense increased primarily due to the increase in penetration of the digital ~~channel.~~channel, lower average order value and an increase in split shipments.

Total inventory at April 30, 2020 as compared to April 30, 2019, decreased by $72.7 million, or 17.8%, to $335.6 million. The decrease in inventory was due to an 18% decrease in Retail segment inventory and a 16% decrease in Wholesale segment inventory. The decrease in both segments was primarily due to cancelling orders to align with store closures and overall reduced consumer demand, as well as an increase in inventory obsolescence reserves.

Selling, general and administrative expenses ~~increased~~decreased by ~~0.8%~~8.1%, to ~~$712.7~~$210.6 million, in the first ~~nine months~~quarter of fiscal ~~2020,~~2021, compared to ~~$707.1~~$229.0 million in the first ~~nine months~~quarter of fiscal ~~2019.~~2020. Selling, general and administrative expenses as a percentage of net sales increased in the first ~~nine months~~quarter of fiscal ~~2020~~2021 to ~~25.3%~~35.8% of net sales, compared to ~~25.0%~~26.5% of net sales for the first ~~nine months~~quarter of fiscal ~~2019.~~2020. The ~~dollar growth~~increase in selling, general and administrative percentage was primarily ~~driven by increased~~related to deleverage in store and field management expense. The Company continued to employ and pay a large portion of its regional and store management teams despite store closures and reduced sales during the coronavirus pandemic. Additionally, marketing expenses increased as a percentage of net sales primarily due to ~~support our~~the increase in digital ~~sales growth~~channel penetration. The Company also recorded a significant increase in allowance for doubtful accounts reserves for wholesale customer accounts receivables as a result of the significant current disruption and uncertainty in the ~~launch~~wholesale macro environment. The decrease in selling, general and administrative expenses was primarily due to the cost savings measures the Company put in place after mandated store closures as a result of ~~Nuuly.~~the coronavirus pandemic.

~~Income~~Loss from operations ~~decreased to 6.9%~~was 33.8% of net sales, or ~~$193.4~~$198.7 million, for the first ~~nine months~~quarter of fiscal ~~2020~~2021 compared to ~~9.5%~~income from operations of 4.6% of net sales, or ~~$267.1~~$40.0 million, for the first ~~nine months~~quarter of fiscal ~~2019.~~2020.

Our effective tax rate for the first ~~nine months~~quarter of fiscal ~~2020~~2021 was ~~25.8%~~a benefit of ~~income~~30.3% of loss before income taxes compared to ~~21.7%~~an expense of 23.7% of income before income taxes in the first ~~nine months~~quarter of fiscal ~~2019.~~2020. The ~~increase~~change in the effective tax rate was primarily ~~due~~driven by the tax benefit for the carryback of the current year net operating loss, as provided by the Coronavirus Aid, Relief and Economic Security (CARES) Act. The CARES Act allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to each of the ~~ratio~~five preceding taxable years to generate a refund of ~~foreign taxable profits~~previously paid income taxes. Current year net operating losses will be carried back to ~~global taxable profits and~~fiscal year 2016 when the ~~prior year favorable impact~~statutory tax rate was 35% rather than the current statutory tax rate of ~~equity activity.~~21%.

Cash, cash equivalents and marketable securities were ~~$420.9~~$667.1 million as of ~~October 31, 2019,~~April 30, 2020, as compared to ~~$694.8~~$530.4 million as of January 31, ~~2019~~2020 and ~~$602.4~~$614.3 million as of ~~October 31, 2018.~~April 30, 2019. During the first ~~nine~~three months of fiscal ~~2020,~~2021, we ~~generated $121.4~~borrowed $220.0 million under our Amended Credit Facility, used $59.7 million in cash from operations, invested ~~$171.1~~$43.5 million in property and equipment and repurchased ~~$217.4~~$7.0 million of common ~~shares.~~shares under our share repurchase programs. The shares repurchased during the three months of fiscal 2021 were prior to the known spread of the coronavirus pandemic in the United States, which forced the Company to close its stores for an extended period of time. Our working capital was ~~$402.0~~$513.4 million at ~~October 31, 2019~~April 30, 2020 compared to ~~$816.1~~$414.6 million at January 31, ~~2019~~2020 and ~~$793.8~~$491.1 million at ~~October 31, 2018. Working~~April 30, 2019. The increase in working capital as ~~of October~~compared to January 31, ~~2019~~2020, was ~~negatively impacted by $213.9 million for the current portion of operating lease liabilities~~primarily due to the February 1, 2019 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 includednet increase in ~~this Quarterly Report on Form 10-Q for further discussion). Working capital was also negatively impacted by the use of~~ cash, ~~and~~ cash equivalents and current marketable securities ~~used~~due to ~~repurchase~~the $220.0 million borrowing under our ~~common shares in fiscal 2019 and~~Amended Credit Facility partially offset by uses of cash to fund store related expenses during the ~~first nine months of fiscal 2020 and fund our capital projects.~~mandated store closures.

During the last two years, we have satisfied our cash requirements primarily through our cash flow from operating ~~activities.~~activities and additionally in the first three months of fiscal 2021, through our borrowings. 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.

Cash ~~provided by~~flows from operating activities during the first ~~nine~~three months of fiscal ~~2020 decreased by $148.8~~2021 was a cash outflow of $59.7 million compared to ~~$121.4 million from $270.2~~a cash inflow of $25.9 million in the first ~~nine~~three months of fiscal ~~2019.~~2020. For both periods, our major source of cash from operations was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs. The period over period decrease in cash flows from operations was ~~primarily~~ due to ~~higher inventory levels~~the net loss incurred in the first three months of fiscal 2021 driven by the material negative impact that the mandated store closures caused by the coronavirus pandemic had on the Company’s operations. Although the Company’s stores were closed for the second half of the first quarter of fiscal 2021, the Company continued to incur various store operational costs, such as employee costs and ~~lower net income.~~costs for a large portion of its regional and store management teams despite store closures and reduced sales during the coronavirus pandemic.

Cash ~~used in~~flows from investing activities during the first ~~nine~~three months of fiscal ~~2020 decreased by $71.2~~2021 was a cash inflow of $222.2 million compared to ~~$87.8 million from $159.0~~a cash outflow of $15.9 million in the first ~~nine~~three months of fiscal ~~2019.~~2020. Net liquidations of our marketable securities portfolio in the first three months of fiscal 2021 were primarily to preserve financial flexibility and maintain liquidity in response to the coronavirus pandemic. Cash used in investing activities in ~~both periods~~fiscal 2020 primarily related to purchases of marketable securities and property and equipment, partially offset by the sales and maturities of marketable securities. ~~Net liquidations of our marketable securities portfolio in the first nine months of fiscal 2020 were used primarily to fund repurchases of our common shares and purchases of property and equipment.~~ Cash paid for property and equipment in the first ~~nine~~three months of fiscal 2021 and 2020 ~~and 2019~~ was ~~$171.1~~$43.5 million and ~~$90.0~~$37.7 million, respectively, which was primarily used to ~~construct new~~expand our fulfillment center network in fiscal 2021 and ~~distribution centers in~~2020. See Capital and Operating Expenditures for further discussion of the ~~first nine months~~Company’s plans to reduce planned capital expenditures for the remainder of fiscal ~~2020 and expand our store base~~2021 in ~~fiscal 2019.~~response to the coronavirus pandemic.

Cash ~~used in~~flows from financing activities during the first ~~nine~~three months of fiscal ~~2020 increased by $167.9~~2021 was a cash inflow of $209.2 million compared to ~~$222.0 million from $54.1~~a cash outflow of $75.7 million in the first ~~nine~~three months of fiscal ~~2019.~~2020. Cash provided by financing activities in the first three months of fiscal 2021 primarily related to $220.0 million of borrowings under our Amended Credit Facility, partially offset by $7.0 million of repurchases of our common shares under our share repurchase program. The shares repurchased during the three months of fiscal 2021 were prior to the known spread of the coronavirus pandemic in the United States, which forced the Company to close its stores for an extended period of time. The Company has since suspended share repurchase activity under its programs for the foreseeable future. Cash used in financing activities in the first ~~nine~~three months of fiscal 2020 ~~and 2019~~ primarily related to ~~$217.4~~$71.2 million ~~and $57.5 million, respectively,~~ 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~~ With the additional measures in place noted above under Impact of the Coronavirus Pandemic, during fiscal ~~2020,~~2021, we plan to ~~repurchase our common shares, construct~~complete construction of a new omni-channel fulfillment ~~centers,~~center in Europe, open approximately 2821 new Company-owned retail locations, expand or relocate certain existing retail locations, invest in new products, markets and brands, ~~(including the launch of the apparel subscription rental service Nuuly), open our new European home office,~~ purchase inventory for our ~~new and existing~~ operating segments at levels appropriate ~~levels~~ to maintain our planned sales, ~~growth,~~ upgrade our systems, improve and expand our digital capabilities and invest in omni-channel ~~marketing.~~marketing when appropriate. We believe that our new brand initiatives, new store openings, merchandise expansion programs,

international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our sales growth. During fiscal 2020, we plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2020 to be approximately $250 million, a significant portion of which will be to support new fulfillment and distribution centers in Bristol, Pennsylvania, Indiana, Pennsylvania and Europe.Retail segment sales. All fiscal ~~2020~~2021 capital expenditures are expected to be financed by cash flow from operating ~~activities.~~activities and borrowings. We believe that our new store investments generally have the potential to generate positive cash flow within a ~~year.~~year; however, the impact of the coronavirus pandemic may result in a slightly longer timeframe. 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 ~~nine~~three months ended ~~October 31, 2019,~~April 30, 2020, 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~~1, “Basis of Presentation,” 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~~recent 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, ~~2019.~~2020.

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 nine months ended October 31, 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 ~~were~~have been no ~~other~~ changes in our internal controls over financial reporting during the ~~nine~~three months ended ~~October 31, 2019~~April 30, 2020 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~~“Item 1A, Risk Factors” in ~~our risk factors since January 31, 2019. Please refer to~~ our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2019,~~2020, filed with the SEC on ~~April 1, 2019, for~~March 31, 2020, includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report on Form 10-K. The effects of the events and circumstances described in the following risk factor may have the additional effect of heightening many of the other risks noted in our Annual Report on Form 10-K. Otherwise, except as presented below, there have been no material changes to our risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on March 31, 2020.

The coronavirus pandemic has and will continue to materially and adversely affect our business operations globally.

The coronavirus pandemic continues to materially impact the Company’s operations in the United States and globally, and related government and private sector responsive actions have and will continue to adversely affect its business operations. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide, causing public health officials to recommend precautions to mitigate the spread of the virus, including warning against congregating in heavily populated areas, such as malls and shopping centers. On March 14, 2020, the Company announced that it temporarily closed all stores globally. The Company has reopened stores in select states and countries as permitted by local government guidelines for retail establishments and intends to continue to reopen stores while following newly established health protocols, providing personal protective equipment to our employees, and implementing social distancing working practices as required by local authorities. The Company’s distribution and fulfillment centers remained open to support the digital business and the Wholesale segment operations but have done so with additional safety procedures and enhanced cleaning to protect the health of the employees. The Company closed its offices and showrooms globally with the exception of location dependent employees. All other corporate and showroom employees are working remotely.

The extent of the impact of the coronavirus pandemic on our business, consolidated results of operations, consolidated financial position and consolidated cash flows, including any potential impairment or other fair value adjustments, will depend largely on future developments, including the duration and spread of the outbreak in the U.S. and globally, the related impact on consumer confidence and spending and the willingness of customers to visit malls and shopping centers, the willingness of employees to staff our stores and fulfillment centers, and when, or if, we will be able to resume normal operations, all of which are highly uncertain and cannot be predicted. Additionally, we may need to cease or significantly limit our operations again if subsequent outbreaks occur, either more broadly or within our stores. Nevertheless, the coronavirus pandemic presents significant uncertainty and risk with respect to our business, financial performance and condition, operating results, liquidity and cash flows.

A summary of the repurchase activity under the Company’s share repurchase programs for the quarter ended April 30, 2020 is as follows:

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the three ~~and nine~~ months ended ~~October 31, 2019,~~April 30, 2020, filed with the Securities and Exchange Commission on ~~December 10, 2019,~~June 30, 2020, formatted in inline 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 Statements 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 ~~October 31, 2019~~April 30, 2020, January 31, ~~2019~~2020 and ~~October 31, 2018~~April 30, 2019	1

	Condensed Consolidated Statements of ~~Income~~Operations for the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and 2019 ~~and 2018~~	2

	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and 2019 ~~and 2018~~	3

	Condensed Consolidated Statements of Shareholders’ Equity for the three ~~and nine~~ months ended ~~October 31,~~April 30, 2020 and 2019 ~~and 2018~~	4

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~October 31,~~April 30, 2020 and 2019 ~~and 2018~~	65

	Notes to Condensed Consolidated Financial Statements	76

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4.	Controls and Procedures	28

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and the Use of Proceeds	30
Item 6.	Exhibits	3031

	Signatures	3132

	Nine Months Ended
	October 31, 2019
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	218,798
Right-of-use assets obtained in exchange for new operating lease liabilities	$	88,260
Weighted-average remaining lease term - operating leases	7.4 years
Weighted-average discount rate - operating leases		6.5	%

Exhibit Number		Description

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

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

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

3.4		Amended and Restated By-laws are incorporated by reference to Exhibit ~~3.4~~3.1 of the Company’s ~~Quarterly~~Current Report on Form ~~10-Q~~8-K (file no 000-22754) filed on ~~December 12, 2016.~~March 30, 2020.

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*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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

Property and equipment, net
Retail operations	$	849,566	$	859,918	$	819,062
Wholesale operations		2,550		2,577		2,312
Subscription operations		28,237		27,537		7,698
Total property and equipment, net	$	880,353	$	890,032	$	829,072

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, 2020 through February 29, 2020		—	$	—		—		26,333,957
March 1, 2020 through March 31, 2020		482,003	$	14.60		482,003		25,851,954
April 1, 2020 through April 30, 2020		—	$	—		—		25,851,954
Total Fiscal 2021 First Quarter		482,003				482,003		25,851,954

		URBAN OUTFITTERS, INC.

Date: ~~December 10, 2019~~June 30, 2020	By:		/s/ RICHARD A. HAYNE
			Richard A. Hayne
			Chief Executive Officer

		URBAN OUTFITTERS, INC.

Date: ~~December 10, 2019~~June 30, 2020	By:		/s/ FRANCIS J. CONFORTI
			Francis J. Conforti
			Chief Financial Officer