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—~~97,779,586~~97,786,381 shares outstanding on ~~June 24,~~September 3, 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.

	April 30,			January 31,			April 30,			July 31,			January 31,			July 31,
	2020			2020			2019			2020			2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	588,740		$	221,839		$	291,199		$	662,860		$	221,839		$	162,018
Marketable securities		65,121			211,453			229,163			501			211,453			171,398
Accounts receivable, net of allowance for doubtful accounts of $6,304, $880 and $892, respectively		55,910			88,288			88,390
Accounts receivable, net of allowance for doubtful accounts of $4,123, $880 and $939, respectively											60,441			88,288			95,131
Inventory		335,640			409,534			408,362			351,771			409,534			440,087
Prepaid expenses and other current assets		131,517			122,282			122,183			195,393			122,282			131,763
Total current assets		1,176,928			1,053,396			1,139,297			1,270,966			1,053,396			1,000,397
Property and equipment, net		880,353			890,032			829,072			889,126			890,032			867,434
Operating lease right-of-use assets		1,116,597			1,170,531			1,088,290			1,134,678			1,170,531			1,085,543
Marketable securities		13,272			97,096			93,894			9,216			97,096			78,857
Deferred income taxes and other assets		169,054			104,578			101,267			121,292			104,578			105,814
Total Assets	$	3,356,204		$	3,315,633		$	3,251,820		$	3,425,278		$	3,315,633		$	3,138,045
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	104,702		$	167,871		$	174,258		$	207,261		$	167,871		$	181,955
Current portion of operating lease liabilities		243,671			221,593			214,443			270,326			221,593			209,072
Accrued expenses, accrued compensation and other current liabilities		315,204			249,306			259,478			293,629			249,306			235,106
Total current liabilities		663,577			638,770			648,179			771,216			638,770			626,133
Non-current portion of operating lease liabilities		1,088,932			1,137,495			1,092,180			1,102,250			1,137,495			1,090,623
Long-term debt		220,000			—			—			120,000			—			—
Deferred rent and other liabilities		85,587			84,013			63,490			81,219			84,013			59,885
Total Liabilities		2,058,096			1,860,278			1,803,849			2,074,685			1,860,278			1,776,641
Commitments and contingencies (see Note 12)
Shareholders’ equity:
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
Preferred shares; $.0001 par value, 10,000,000 shares authorized, NaN issued											—			—			—
Common shares; $.0001 par value, 200,000,000 shares authorized, 97,779,586, 97,976,815 and 97,965,012 shares issued and outstanding, respectively											10			10			10
Additional paid-in-capital		3,593			9,477			—			9,956			9,477			—
Retained earnings		1,335,430			1,473,872			1,478,678			1,369,830			1,473,872			1,398,681
Accumulated other comprehensive loss		(40,925	)		(28,004	)		(30,717	)		(29,203	)		(28,004	)		(37,287	)
Total Shareholders’ Equity		1,298,108			1,455,355			1,447,971			1,350,593			1,455,355			1,361,404
Total Liabilities and Shareholders’ Equity	$	3,356,204		$	3,315,633		$	3,251,820		$	3,425,278		$	3,315,633		$	3,138,045

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

	Three Months Ended					Three Months Ended					Six Months Ended
	April 30,					July 31,					July 31,
	2020			2019		2020			2019		2020			2019
Net sales	$	588,483		$	864,413	$	803,266		$	962,329	$	1,391,749		$	1,826,742
Cost of sales (excluding store impairment)		562,112			595,357		565,228			646,454		1,127,340			1,241,811
Store impairment		14,528			—		—			—		14,528			—
Gross profit		11,843			269,056		238,038			315,875		249,881			584,931
Selling, general and administrative expenses		210,578			229,036		168,619			237,814		379,197			466,850
(Loss) income from operations		(198,735	)		40,020
Other income, net		162			2,680
(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:
Income (loss) from operations							69,419			78,061		(129,316	)		118,081
Other (loss) income, net							(533	)		3,498		(371	)		6,178
Income (loss) before income taxes							68,886			81,559		(129,687	)		124,259
Income tax expense (benefit)							34,486			21,239		(25,645	)		31,354
Net income (loss)						$	34,400		$	60,320	$	(104,042	)	$	92,905
Net income (loss) per common share:
Basic	$	(1.41	)	$	0.31	$	0.35		$	0.61	$	(1.06	)	$	0.91
Diluted	$	(1.41	)	$	0.31	$	0.35		$	0.61	$	(1.06	)	$	0.91
Weighted-average common shares outstanding:
Basic		97,910,314			104,437,460		97,778,749			99,095,562		97,843,796			101,722,244
Diluted		97,910,314			105,340,148		98,104,918			99,602,465		97,843,796			102,427,040

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

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

	Three Months Ended						Six Months Ended
	July 31,						July 31,
	2020			2019			2020			2019
Net income (loss)	$	34,400		$	60,320		$	(104,042	)	$	92,905
Other comprehensive income (loss):
Foreign currency translation		11,765			(6,771	)		(852	)		(10,571	)
Change in unrealized (losses) gains on marketable securities, net of tax		(43	)		201			(347	)		387
Total other comprehensive income (loss)		11,722			(6,570	)		(1,199	)		(10,184	)
Comprehensive income (loss)	$	46,122		$	53,750		$	(105,241	)	$	82,721

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 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	)
Balances as of April 30, 2020																			97,777,322		$	10	$	3,593		$	1,335,430	$	(40,925	)	$	1,298,108
Comprehensive income																			—			—		—			34,400		11,722			46,122
Share-based compensation		—			—		4,872			—			—			4,872			—			—		6,385			—		—			6,385
Share-based awards		437,174			—		—			—			—			—			3,334			—		—			—		—			—
Share repurchases		(636,667	)		—		(10,756	)		—			—			(10,756	)		(1,070	)		—		(22	)		—		—			(22	)
Balances as of April 30, 2020		97,777,322		$	10	$	3,593		$	1,335,430		$	(40,925	)	$	1,298,108
Balances as of July 31, 2020																			97,779,586		$	10	$	9,956		$	1,369,830	$	(29,203	)	$	1,350,593

													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 January 31, 2019		105,642,283		$	11		$	—		$	1,516,190		$	(27,103	)	$	1,489,098
Balances as of April 30, 2019																				103,599,364		$	10	$	—		$	1,478,678		$	(30,717	)	$	1,447,971
Comprehensive income		—			—			—			32,585			(3,614	)		28,971			—			—		—			60,320			(6,570	)		53,750
Share-based compensation		—			—			5,553			—			—			5,553			—			—		5,908			—			—			5,908
Share-based awards		563,989			—			974			—			—			974			5,000			—		—			—			—			—
Share repurchases		(2,606,908	)		(1	)		(6,527	)		(70,097	)		—			(76,625	)		(5,639,352	)		—		(5,908	)		(140,317	)		—			(146,225	)
Balances as of April 30, 2019		103,599,364		$	10		$	—		$	1,478,678		$	(30,717	)	$	1,447,971
Balances as of July 31, 2019																				97,965,012		$	10	$	—		$	1,398,681		$	(37,287	)	$	1,361,404

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, 2020		97,976,815		$	10	$	9,477		$	1,473,872		$	(28,004	)	$	1,455,355
Comprehensive (loss)		—			—		—			(104,042	)		(1,199	)		(105,241	)
Share-based compensation		—			—		11,257			—			—			11,257
Share-based awards		440,508			—		—			—			—			—
Share repurchases		(637,737	)		—		(10,778	)		—			—			(10,778	)
Balances as of July 31, 2020		97,779,586		$	10	$	9,956		$	1,369,830		$	(29,203	)	$	1,350,593

													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		—			—			—			92,905			(10,184	)		82,721
Share-based compensation		—			—			11,461			—			—			11,461
Share-based awards		568,989			—			974			—			—			974
Share repurchases		(8,246,260	)		(1	)		(12,435	)		(210,414	)		—			(222,850	)
Balances as of July 31, 2019		97,965,012		$	10		$	—		$	1,398,681		$	(37,287	)	$	1,361,404

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

	Three Months Ended						Six Months Ended
	April 30,						July 31,
	2020			2019			2020			2019
Cash flows from operating activities:
Net (loss) income	$	(138,442	)	$	32,585		$	(104,042	)	$	92,905
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		27,924			27,809			53,388			55,395
Non-cash lease expense		48,370			46,626			97,655			94,173
(Benefit) provision for deferred income taxes		(14,388	)		4,163			(17,074	)		1,107
Share-based compensation expense		4,872			5,553			11,257			11,461
Store impairment		14,528			—			14,528			—
Loss on disposition of property and equipment, net		439			552			679			593
Changes in assets and liabilities:
Receivables		32,118			(8,003	)		27,912			(15,032	)
Inventory		71,759			(38,551	)		58,002			(71,899	)
Prepaid expenses and other assets		(50,542	)		(12,396	)		(62,170	)		(23,121	)
Payables, accrued expenses and other liabilities		(29,071	)		15,081			94,196			16,009
Operating lease liabilities		(27,219	)		(47,526	)		(59,115	)		(100,338	)
Net cash (used in) provided by operating activities		(59,652	)		25,893
Net cash provided by operating activities								115,216			61,253
Cash flows from investing activities:
Cash paid for property and equipment		(43,518	)		(37,716	)		(72,103	)		(116,465	)
Cash paid for marketable securities		(45,517	)		(129,896	)		(92,949	)		(235,094	)
Sales and maturities of marketable securities		311,258			151,761			383,056			320,411
Net cash provided by (used in) investing activities		222,223			(15,851	)		218,004			(31,148	)
Cash flows from financing activities:
Borrowings under long-term debt		220,000			—			220,000			—
Repayments of long-term debt								(100,000	)		—
Proceeds from the exercise of stock options		—			974			—			974
Share repurchases related to share repurchase program		(7,036	)		(71,242	)		(7,036	)		(217,421	)
Share repurchases related to taxes for share-based awards		(3,720	)		(5,383	)		(3,742	)		(5,429	)
Net cash provided by (used in) financing activities		209,244			(75,651	)		109,222			(221,876	)
Effect of exchange rate changes on cash and cash equivalents		(4,914	)		(1,452	)		(1,421	)		(4,471	)
Increase (decrease) in cash and cash equivalents		366,901			(67,061	)
(Decrease) increase in cash and cash equivalents								441,021			(196,242	)
Cash and cash equivalents at beginning of period		221,839			358,260			221,839			358,260
Cash and cash equivalents at end of period	$	588,740		$	291,199		$	662,860		$	162,018
Supplemental cash flow information:
Cash paid during the year for:
Income taxes	$	6,342		$	3,030		$	11,287		$	37,839
Non-cash investing activities—Accrued capital expenditures	$	5,176		$	31,761		$	2,710		$	22,325

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, 2020, filed with the United States Securities and Exchange Commission on 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 six months ended ~~April 30,~~July 31, 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 2021 will end on January 31, 2021.

Historically, the Company has calculated its provision for income taxes during its interim reporting periods by applying an estimate of the annual effective tax rate for the full year "ordinary" income or loss for the respective reporting period. For the six months ended July 31, 2020, the Company has computed its provision for income taxes under the discrete method which allows the Company to calculate its tax provision based upon the actual effective tax rate for the year-to-date. The discrete method was determined to be an appropriate method for estimating its tax provision for the six months ended July 31, 2020 as it provides a reliable estimate as opposed to changes in estimated "ordinary" income or loss which would have resulted in significant fluctuations when estimating the annual effective tax rate.

The Company has considered all new accounting standards updates issued by the Financial Accounting Standards Board (“FASB”) and has concluded that there are no recent accounting standard updates that will 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 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.

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~~six months ended ~~April 30,~~July 31, 2020, the Company recorded certain additional reserves and non-cash charges. ~~During the three months ended April 30, 2020, the~~The Company assessed the value of its inventory in the Retail and Wholesale segments and recorded ~~a $43,327~~an increase in inventory obsolescence reserves during the three months ended April 30, 2020. As a result of disciplined inventory control and better than planned product performance, during the three months ended July 31, 2020, the Company reduced its inventory obsolescence reserves. During the three months ended April 30, 2020, the Company recorded ~~a $5,800~~an 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. During the three months ended July 31, 2020, the Company reduced the allowance for doubtful accounts due to the collection of certain outstanding accounts receivables. 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 atheir fair value resulting in impairment charges ~~of $14,528~~ across 39 retail locations. There were 0 store impairment charges during the three months ended July 31, 2020. The following is a summary of net charges recorded during fiscal 2021:

three months ended July 31, 2020. 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 1.1, 2020. The furlough period continued through July 31, 2020, with some furloughs resulting in layoffs as of the same date. 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~~countries in accordance with local government guidelines. As of ~~June 24,~~July 31, 2020, the Company ~~has~~ reopened ~~more than 570~~substantially all of its stores globally ~~and intends to continue reopening stores around the world~~ as states and countries ~~permit~~permitted the reopening of retail operations. ~~The Company has not changed its remote work arrangements for its corporate employees.~~A summary of the number of stores open by brand and geography was as follows:

	April 30,		May 31,		June 30,		July 31,
	2020		2020		2020		2020
Urban Outfitters
North America		2		108		182		186
Europe		5		24		54		55
Urban Outfitters Global Total		7		132		236		241
Anthropologie Group
North America		5		122		209		209
Europe		—		5		21		21
Anthropologie Group Global Total		5		127		230		230
Free People
North America		2		72		135		135
Europe		—		2		4		4
Free People Global Total		2		74		139		139
Total		14		333		605		610

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 ~~three~~six month period ended ~~April 30,~~July 31, 2020, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $88,288 and ~~$55,910,~~$60,441, respectively. For the ~~three~~six month period ended ~~April 30,~~July 31, 2019, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $80,461 and ~~$88,390,~~$95,131, respectively. During the three ~~month period~~months ended ~~April 30,~~July 31, 2020, the Company ~~recorded a $5,800 increase in~~reduced the allowance for doubtful accounts ~~reserves for Wholesale segment customer accounts receivables as~~by $2,200 due to the collection of certain outstanding receivable balances, resulting in a ~~result of the significant disruption and uncertainty currently~~net increase in the ~~wholesale macro environment.~~allowance for doubtful accounts of $3,600 million for the six months ended July 31, 2020. 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 ~~three~~six month period ended ~~April 30,~~July 31, 2020, the opening and closing balances of contract liabilities were $52,926 and ~~$49,502,~~$47,709, respectively. For the ~~three~~six month period ended ~~April 30,~~July 31, 2019, the opening and closing balances of contract liabilities were $49,747 and ~~$43,187,~~$41,585, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the Condensed Consolidated Balance Sheets. During the ~~three~~six month period ended ~~April 30,~~July 31, 2020, the Company recognized ~~$12,763~~$18,781 of revenue that was included in the contract liability balance at the beginning of the period. During the ~~three~~six month period ended ~~April 30,~~July 31, 2019, the Company recognized ~~$15,289~~$23,081 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 ~~April 30,~~July 31, 2020, January 31, 2020 and ~~April 30,~~July 31, 2019 were as follows:

	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value		Cost		Gains		(Losses)			Value
As of April 30, 2020
As of July 31, 2020
Short-term Investments:
Corporate bonds										$	291	$	—	$	—		$	291
Municipal and pre-refunded municipal bonds	$	50,887	$	5	$	(31	)	$	50,861		210		—		—			210
Corporate bonds		14,246		21		(7	)		14,260
		65,133		26		(38	)		65,121		501		—		—			501
Long-term Investments:
Mutual funds, held in rabbi trust											8,767		365		—			9,132
Corporate bonds											30		—		—			30
Municipal and pre-refunded municipal bonds		2,350		21		(1	)		2,370		53		1		—			54
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		8,850		366		—			9,216
	$	77,704	$	732	$	(43	)	$	78,393	$	9,351	$	366	$	—		$	9,717
As of January 31, 2020
Short-term Investments:
Corporate bonds										$	166,790	$	318	$	(26	)	$	167,082
Municipal and pre-refunded municipal bonds	$	38,617	$	20	$	(11	)	$	38,626		38,617		20		(11	)		38,626
Corporate bonds		166,790		318		(26	)		167,082
Certificates of deposit											2,593		—		—			2,593
Federal government agencies		1,152		3		—			1,155		1,152		3		—			1,155
Certificates of deposit		2,593		—		—			2,593
Commercial paper		1,997		—		—			1,997		1,997		—		—			1,997
		211,149		341		(37	)		211,453		211,149		341		(37	)		211,453
Long-term Investments:
Mutual funds, held in rabbi trust											8,448		36		(55	)		8,429
Corporate bonds											47,352		205		(40	)		47,517
Municipal and pre-refunded municipal bonds		30,340		35		(17	)		30,358		30,340		35		(17	)		30,358
Corporate bonds		47,352		205		(40	)		47,517
Mutual funds, held in rabbi trust		8,448		36		(55	)		8,429
Certificates of deposit											3,867		—		—			3,867
Federal government agencies		6,926		1		(2	)		6,925		6,926		1		(2	)		6,925
Certificates of deposit		3,867		—		—			3,867
		96,933		277		(114	)		97,096		96,933		277		(114	)		97,096
	$	308,082	$	618	$	(151	)	$	308,549	$	308,082	$	618	$	(151	)	$	308,549

	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value		Cost		Gains		(Losses)			Value
As of April 30, 2019
As of July 31, 2019
Short-term Investments:
Corporate bonds										$	125,943	$	190	$	(31	)	$	126,102
Municipal and pre-refunded municipal bonds	$	52,131	$	23	$	(6	)	$	52,148		42,023		40		(9	)		42,054
Corporate bonds		169,627		72		(70	)		169,629
Certificates of deposit											1,745		—		—			1,745
Federal government agencies		2,735		4		—			2,739		1,495		2		—			1,497
Certificates of deposit		1,650		—		—			1,650
Commercial paper		2,997		—		—			2,997
		229,140		99		(76	)		229,163		171,206		232		(40	)		171,398
Long-term Investments:
Mutual funds, held in rabbi trust											7,826		56		(7	)		7,875
Corporate bonds											49,385		174		(33	)		49,526
Municipal and pre-refunded municipal bonds		11,035		11		(8	)		11,038		19,526		6		(50	)		19,482
Corporate bonds		71,105		95		(46	)		71,154
Mutual funds, held in rabbi trust		7,733		208					7,941
Certificates of deposit											1,847		—		—			1,847
Federal government agencies		2,351		7		—			2,358		126		1		—			127
Certificates of deposit		1,403		—		—			1,403
		93,627		321		(54	)		93,894		78,710		237		(90	)		78,857
	$	322,767	$	420	$	(130	)	$	323,057	$	249,916	$	469	$	(130	)	$	250,255

Proceeds from the sales and maturities of available-for-sale securities were ~~$311,258~~$383,056 and ~~$151,761~~$320,411 for the ~~three~~six months ended ~~April 30,~~July 31, 2020 and 2019, respectively. Net liquidations of the Company’s marketable securities portfolio in the ~~three~~six months ended ~~April 30,~~July 31, 2020 were primarily to preserve financial flexibility and maintain liquidity in response to the coronavirus pandemic. The Company included in “Other (loss) income, net,” in the Condensed Consolidated Statements of Operations, a net realized ~~loss~~gain of ~~$454 for the three months ended April 30, 2020,~~$34 and a net realized ~~gain~~loss of $7$420 for the three and six months ended ~~April 30, 2019.~~July 31, 2020, respectively, and net realized gains of $19 and $26 for the three and six months ended July 31, 2019, respectively. Amortization of discounts and premiums, net, resulted in a reduction of “Other (loss) income, net” of ~~$409~~$208 and ~~$119~~$617 for the three and six months ended ~~April 30,~~July 31, 2020, respectively, and $152 and $271 for the three and six months ended July 31, 2019, 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 (loss) income, net” in the Condensed Consolidated Statements of 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
	April 30, 2020								July 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Mutual funds, held in rabbi trust									$	9,132	$	—	$	—	$	9,132
Corporate bonds										321		—		—		321
Municipal and pre-refunded municipal bonds	$	—	$	53,231	$	—	$	53,231		264		—		—		264
Corporate bonds		16,831		—		—		16,831
Mutual funds, held in rabbi trust		8,082		—		—		8,082
Certificates of deposit		—		249		—		249
	$	24,913	$	53,480	$	—	$	78,393	$	9,717	$	—	$	—	$	9,717

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	January 31, 2020								January 31, 2020
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Mutual funds, held in rabbi trust									$	8,429	$	—	$	—	$	8,429
Corporate bonds										214,599		—		—		214,599
Municipal and pre-refunded municipal bonds	$	—	$	68,984	$	—	$	68,984		—		68,984		—		68,984
Corporate bonds		214,599		—		—		214,599
Mutual funds, held in rabbi trust		8,429		—		—		8,429
Federal government agencies		8,080		—		—		8,080		8,080		—		—		8,080
Certificates of deposit		—		6,460		—		6,460		—		6,460		—		6,460
Commercial paper				1,997		—		1,997		—		1,997		—		1,997
	$	231,108	$	77,441	$	—	$	308,549	$	231,108	$	77,441	$	—	$	308,549

	Marketable Securities Fair Value as of								Marketable Securities Fair Value as of
	April 30, 2019								July 31, 2019
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Mutual funds, held in rabbi trust									$	7,875	$	—	$	—	$	7,875
Corporate bonds										175,628		—		—		175,628
Municipal and pre-refunded municipal bonds	$	—	$	63,186	$	—	$	63,186		—		61,536		—		61,536
Corporate bonds		240,783		—		—		240,783
Mutual funds, held in rabbi trust		7,941		—		—		7,941
Federal government agencies		5,097		—		—		5,097		1,624		—		—		1,624
Certificates of deposit		—		3,053		—		3,053		—		3,592		—		3,592
Commercial paper		—		2,997		—		2,997
	$	253,821	$	69,236	$	—	$	323,057	$	185,127	$	65,128	$	—	$	250,255

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 ~~April 30,~~July 31, 2020, January 31, 2020 and ~~April 30,~~July 31, 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 ~~April 30,~~July 31, 2020, January 31, 2020 and ~~April 30,~~July 31, 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. 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 atheir 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,~~July 31, 2020, impairment charges were 0. During the three and six months ended July 31, 2019, 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 ~~April 30,~~July 31, 2020, the Company ~~was~~had $120,000 in ~~compliance with all terms of the Amended Credit Agreement and~~ borrowings under the Amended Credit Facility, ~~totaled $220,000,~~ which the Company borrowed during the ~~three~~six months ended ~~April 30,~~July 31, 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. As of the month ended May 31, 2020, the availability under the Amended Credit Agreement reduced to a level that triggered the Fixed Charge Coverage Ratio covenant to be measured. Due to the net loss of the Company in fiscal 2021, the Fixed Charge Coverage Ratio was not met and the Company obtained a waiver effective through September 15, 2020 to cure the technical default. As of July 31, 2020, the Company was in compliance with the terms of the Amended Credit Agreement. The Company expects to maintain the necessary availability under the Amended Credit Agreement to not trigger the Fixed Charge Coverage Ratio covenant going forward and remain in compliance with all terms, including ~~financial~~other covenants, of the Amended Credit Agreement. Because the Fixed Charge Coverage Ratio was not met as described above, resulting in the technical default, the Company has determined the classification of the $220,000 of borrowings under the Amended Credit Facility as of April 30, 2020 should have been classified as a current liability on its April 30, 2020 Condensed Consolidated Balance Sheet. While the Company has concluded the reclassification is not material, the Company plans to correct the April 30, 2020 classification for comparative purposes when it files its Form 10-Q for the fiscal period ending April 30, 2021. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were ~~$14,499.~~$13,399. Interest expense for the six months ended July 31, 2020, was $1,976, which was included in “Other (loss) income, net,” in the Condensed Consolidated Statements of Operations.

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 ~~April 30,~~July 31, 2020, the Company had outstanding trade letters of credit of ~~$55,240~~$53,389 and available trade letters of credit of ~~$74,760~~$41,611 under these facilities.

On June ~~17,~~8, 2020, the Company’s aggregate borrowing limit for purposes of trade letter of credit issuances was reduced from $130,000 to $95,000 and was reduced again on August 1, 2020 to $70,000. The reductions were made to align the amount of available trade letters of credit with the Company’s usage. The Company ~~repaid $100,000~~does not expect the reduction of ~~borrowings under~~available trade letters of credit to have an impact on its ~~Amended Credit Facility.~~liquidity.

The Company has operating leases for stores, distribution and fulfillment centers, corporate offices and equipment. The Company subleases certain properties to third parties.

Total operating lease costs were ~~$68,010~~$69,183 and ~~$66,248~~$137,193 during the three and six months ended ~~April 30,~~July 31, 2020, respectively, and $67,827 and $134,075 during the three and six months ended July 31, 2019, respectively. Total variable lease costs were ~~$28,440~~$23,154 and ~~$32,877~~$51,594 during the three and six months ended ~~April 30,~~July 31, 2020, respectively, and $31,554 and $64,431 during the three and six months ended July 31, 2019, respectively. Short-term lease costs and sublease income were not material during the three and six months ended ~~April 30,~~July 31, 2020 and ~~April 30,~~July 31, 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 ~~April 30,~~July 31, 2020:

	Operating			Operating
	Leases			Leases
Fiscal Year
2021 (excluding the three months ended April 30, 2020)	$	254,187
2021 (excluding the six months ended July 31, 2020)				$	203,340
2022		275,975			282,277
2023		242,272			248,641
2024		208,755			218,713
2025		172,243			182,810
Thereafter		589,212			622,924
Total undiscounted future minimum lease payments		1,742,644			1,758,705
Less imputed interest		(410,041	)		(386,129	)
Total discounted future minimum lease payments	$	1,332,603		$	1,372,576

As of ~~April 30,~~July 31, 2020, the Company had commitments of approximately ~~$47,956~~$17,367 not included in the amounts above related to 68 executed but not yet commenced store leases.

In response to the coronavirus pandemic and mandated store closures, the Company withheld certain minimum lease payments due to landlords. The amount withheld at ~~April 30,~~July 31, 2020 was included in “Current portion of operating lease liabilities” in the Condensed Consolidated Balance Sheets.

The Company has been in discussion with its landlords to obtain rent concessions. To the extent the rent concessions do not result in a substantial increase in total payments in the existing lease, the Company will account for such rent concessions as negative variable rent. To the extent the rent concessions do result in a substantial increase in total payments in the existing lease, the Company will account for such rent concessions as a 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. Share-based compensation expense included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations, for the three and six months ended ~~April 30,~~July 31, 2020 and 2019, was as follows:

	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,				July 31,				July 31,
	2020		2019		2020		2019		2020		2019
Stock Options	$	342	$	585	$	129	$	453	$	471	$	1,038
Performance Stock Units⁽¹⁾		150		1,077		894		1,134		1,044		2,211
Restricted Stock Units		4,380		3,891		5,362		4,321		9,742		8,212
Total	$	4,872	$	5,553	$	6,385	$	5,908	$	11,257	$	11,461

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

					Six Months Ended
	April 30, 2020				July 31, 2020
			Weighted-				Weighted-
	Awards		Average Fair		Awards		Average Fair
	Granted		Value		Granted		Value
Stock Options		—	$	—		—	$	—
Performance Stock Units		154,000	$	25.84		154,000	$	25.84
Restricted Stock Units		835,000	$	25.84		898,100	$	25.29
Total		989,000				1,052,100

During the ~~three~~six months ended ~~April 30,~~July 31, 2020, 113,331 PSU’s vested and ~~323,843~~327,177 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 ~~April 30,~~July 31, 2020 was as follows:

	April 30, 2020				July 31, 2020
	Unrecognized		Weighted-		Unrecognized		Weighted-
	Compensation		Average		Compensation		Average
	Cost		Years		Cost		Years
Stock Options	$	129		0.1	$	—		—
Performance Stock Units		6,816		2.4		5,922		2.2
Restricted Stock Units		39,151		2.3		34,706		2.1
Total	$	46,096			$	40,628

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

	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,				July 31,				July 31,
	2020		2019		2020		2019		2020		2019
Number of common shares repurchased and subsequently retired		482,003		2,430,827		—		5,637,369		482,003		8,068,196
Total cost	$	7,036	$	71,242	$	—	$	146,180	$	7,036	$	217,421
Average cost per share, including commissions	$	14.60	$	29.31	$	—	$	25.93	$	14.60	$	26.95

The shares repurchased during the ~~three~~six months ended ~~April 30,~~July 31, 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. While, as of ~~April 30,~~July 31, 2020, 25,851,954 common shares were remaining under the programs, the Company has temporarily suspended all share repurchase activity under the ~~programs for the foreseeable future.~~programs.

During the ~~three~~six months ended ~~April 30,~~July 31, 2020, the Company acquired and subsequently retired ~~154,664~~155,734 common shares at a total cost of ~~$3,720~~$3,742 from employees to meet minimum statutory tax withholding requirements. During the ~~three~~six months ended ~~April 30,~~July 31, 2019, the Company acquired and subsequently retired ~~176,081~~178,064 common shares at a total cost of ~~$5,383~~$5,429 from employees to meet minimum statutory tax withholding requirements.

The following tables present the changes in “Accumulated other comprehensive loss,” by component, net of tax, for the three and six months ended ~~April 30,~~July 31, 2020 and 2019:

	Three Months Ended April 30, 2020									Three Months Ended July 31, 2020									Six Months Ended July 31, 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	$	(28,328	)	$	324		$	(28,004	)	$	(40,945	)	$	20		$	(40,925	)	$	(28,328	)	$	324		$	(28,004	)
Other comprehensive income (loss) before reclassifications		(12,617	)		150			(12,467	)		11,765			(77	)		11,688			(852	)		73			(779	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			(454	)		(454	)		—			34			34			—			(420	)		(420	)
Net current-period other comprehensive income (loss)		(12,617	)		(304	)		(12,921	)		11,765			(43	)		11,722			(852	)		(347	)		(1,199	)
Balance at end of period	$	(40,945	)	$	20		$	(40,925	)	$	(29,180	)	$	(23	)	$	(29,203	)	$	(29,180	)	$	(23	)	$	(29,203	)

	Three Months Ended April 30, 2019									Three Months Ended July 31, 2019								Six Months Ended July 31, 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	$	(26,925	)	$	(178	)	$	(27,103	)	$	(30,725	)	$	8	$	(30,717	)	$	(26,925	)	$	(178	)	$	(27,103	)
Other comprehensive income (loss) before reclassifications		(3,800	)		179			(3,621	)		(6,771	)		182		(6,589	)		(10,571	)		361			(10,210	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			7			7			—			19		19			—			26			26
Net current-period other comprehensive income (loss)		(3,800	)		186			(3,614	)		(6,771	)		201		(6,570	)		(10,571	)		387			(10,184	)
Balance at end of period	$	(30,725	)	$	8		$	(30,717	)	$	(37,496	)	$	209	$	(37,287	)	$	(37,496	)	$	209		$	(37,287	)

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

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

	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,				July 31,				July 31,
	2020		2019		2020		2019		2020		2019
Basic weighted-average common shares outstanding		97,910,314		104,437,460		97,778,749		99,095,562		97,843,796		101,722,244
Effect of dilutive options, stock appreciation rights, performance stock units and restricted stock units		—		902,688
Effect of dilutive options, performance stock units and restricted stock units						326,169		506,903		—		704,796
Diluted weighted-average shares outstanding		97,910,314		105,340,148		98,104,918		99,602,465		97,843,796		102,427,040

For the three months ended July 31, 2020 and 2019, awards to purchase 560,000 common shares ranging in price from $18.81 to $46.42 and 420,000 common shares ranging in price from $28.47 to $46.42, respectively, were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive.

As a result of the net loss for the ~~three~~six months ended ~~April 30,~~July 31, 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~~six months ended ~~April 30,~~July 31, 2019, awards to purchase ~~380,000~~400,000 common shares ranging in price from ~~$35.85~~$28.47 to $46.42 were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive. ~~Also excluded~~

Excluded from the calculation of diluted net income per common share as of ~~April 30,~~July 31, 2020 and 2019, were ~~711,418~~706,794 and 780,264 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~~Anthropologie, Bhldn, Free People,~~” “Terrain”~~ Terrain, Urban Outfitters and ~~“Urban Outfitters” brands and the~~ Menus & Venues ~~division.~~brands. 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 Company plans for the Anthropologie brand to exit the wholesale business by the end of the third quarter of fiscal 2021.

The Subscription segment consists of the ~~“Nuuly”~~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 assets for the Subscription segment are 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, 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							Three Months Ended						Six Months Ended
	April 30,							July 31,						July 31,
	2020			2019				2020			2019			2020			2019
Net sales
Retail operations	$	561,232		$	782,563			$	757,471		$	878,693		$	1,318,703		$	1,661,256
Wholesale operations		25,712			84,365				49,877			86,153			75,589			170,518
Subscription operations		6,270			—				4,672			—			10,942			—
Intersegment elimination		(4,731	)		(2,515	)			(8,754	)		(2,517	)		(13,485	)		(5,032	)
Total net sales	$	588,483		$	864,413			$	803,266		$	962,329		$	1,391,749		$	1,826,742
(Loss) Income from operations
Income (loss) from operations
Retail operations	$	(135,501	)	$	34,694			$	58,405		$	78,997		$	(77,096	)	$	113,691
Wholesale operations		(45,628	)		16,761				14,161			15,354			(31,467	)		32,115
Subscription operations		(5,964	)		(2,101	)			(4,611	)		(3,536	)		(10,575	)		(5,637	)
Intersegment elimination		(410	)		(63	)			(84	)		312			(494	)		249
Total segment operating (loss) income		(187,503	)		49,291
Total segment operating income (loss)									67,871			91,127			(119,632	)		140,418
General corporate expenses(1)		(11,232	)		(9,271	)			1,548			(13,066	)		(9,684	)		(22,337	)
Total (loss) income from operations	$	(198,735	)	$	40,020
Total income (loss) from operations								$	69,419		$	78,061		$	(129,316	)	$	118,081

(1) General corporate expenses during the three and six months ended July 31, 2020 benefitted from the recognition of coronavirus related government relief packages in the three months ended July 31, 2020.							(1) General corporate expenses during the three and six months ended July 31, 2020 benefitted from the recognition of coronavirus related government relief packages in the three months ended July 31, 2020.

		April 30,		January 31,		April 30,			July 31,		January 31,		July 31,
		2020		2020		2019			2020		2020		2019
Inventory
Retail operations		$	299,881	$	347,837	$	365,554		$	321,885	$	347,837	$	376,050
Wholesale operations			35,759		61,697		42,808			29,886		61,697		64,037
Total inventory		$	335,640	$	409,534	$	408,362		$	351,771	$	409,534	$	440,087
Rental product, net ⁽¹⁾
Subscription operations		$	17,380	$	16,447	$	35		$	15,764	$	16,447	$	2,913
Total rental product, net		$	17,380	$	16,447	$	35		$	15,764	$	16,447	$	2,913

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

Property and equipment, net
Retail operations	$	849,566	$	859,918	$	819,062	$	859,188	$	859,918	$	841,013
Wholesale operations		2,550		2,577		2,312		2,375		2,577		2,637
Subscription operations		28,237		27,537		7,698		27,563		27,537		23,784
Total property and equipment, net	$	880,353	$	890,032	$	829,072	$	889,126	$	890,032	$	867,434

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

		Three Months Ended							Three Months Ended						Six Months Ended
		April 30,							July 31,						July 31,
		2020			2019				2020			2019			2020			2019
Net sales
Apparel ⁽¹⁾		$	370,347		$	588,726			$	507,930		$	642,914		$	878,277		$	1,231,640
Home ⁽²⁾			109,799			124,548				156,621			144,962			266,420			269,510
Accessories ⁽³⁾			70,193			100,268				89,751			116,613			159,944			216,881
Other ⁽⁴⁾			38,144			50,871				48,964			57,840			87,108			108,711
Total net sales		$	588,483		$	864,413			$	803,266		$	962,329		$	1,391,749		$	1,826,742

As a percentage of net sales
Apparel ⁽¹⁾			63	%		68	%			63	%		67	%		63	%		67	%
Home ⁽²⁾			19	%		14	%			19	%		15	%		19	%		15	%
Accessories ⁽³⁾			12	%		12	%			12	%		12	%		12	%		12	%
Other ⁽⁴⁾			6	%		6	%			6	%		6	%		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 Menus & Venues division and the Subscription segment
(4) Other includes beauty, shipping and handling, the Menus & Venues brand and the Subscription segment								(4) Other includes beauty, shipping and handling, the Menus & Venues brand 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:

	April 30,		January 31,		April 30,		July 31,		January 31,		July 31,
	2020		2020		2019		2020		2020		2019
Property and equipment, net
Domestic operations	$	741,237	$	763,411	$	758,794	$	722,934	$	763,411	$	774,378
Foreign operations		139,116		126,621		70,278		166,192		126,621		93,056
Total property and equipment, net	$	880,353	$	890,032	$	829,072	$	889,126	$	890,032	$	867,434

	Three Months Ended				Three Months Ended				Six Months Ended
	April 30,				July 31,				July 31,
	2020		2019		2020		2019		2020		2019
Net Sales
Domestic operations	$	523,556	$	763,089	$	709,697	$	840,316	$	1,233,253	$	1,603,405
Foreign operations		64,927		101,324		93,569		122,013		158,496		223,337
Total net sales	$	588,483	$	864,413	$	803,266	$	962,329	$	1,391,749	$	1,826,742

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 public health crises such as 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 withdrawal from membership 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, 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 uncertainties associated with the U.S. Tax Cuts and Jobs Act), changes in accounting standards and subjective assumptions, regulatory changes and legal matters and other risks identified in our filings with the SEC, including those set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed on 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~~ Menus & Venues ~~division.~~brands. 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 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~~six months ended ~~April 30,~~July 31, 2020, the Company recorded certain additional reserves and non-cash charges. ~~During the three months ended April 30, 2020, the~~The Company assessed the value of its inventory in the Retail and Wholesale segments and recorded ~~a $43.3 million~~an increase in inventory obsolescence reserves during the three months ended April 30, 2020. As a result of disciplined inventory control and better than planned product performance, during the three months ended July 31, 2020, the Company reduced its inventory obsolescence reserves. During the three months ended April 30, 2020, the Company recorded ~~a $5.8 million~~an 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. During the three months ended July 31, 2020, the Company reduced the allowance for doubtful accounts due to the collection of certain outstanding accounts receivables. 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 atheir fair value resulting in impairment charges ~~of $14.5 million~~ across 39 retail locations. There were no store impairment charges during the three months ended July 31, 2020.

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 qualified for certain of these programs, which partially offset related expenses and recorded the cumulative benefit in selling, general and administrative expenses during the three months ended July 31, 2020. 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 1.1, 2020. The furlough period continued through July 31, 2020, with some furloughs resulting in layoffs as of the same date. 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,~~July 31, 2020, the

Company ~~has~~had reopened ~~more than 570~~substantially all of its stores globally ~~and intends to continue reopening stores around the world~~ as states and countries ~~permit~~permitted the reopening of retail operations. ~~The Company has not changed its remote work arrangements for its corporate employees.~~A summary of the number of stores open by brand and geography was as follows:

	April 30,		May 31,		June 30,		July 31,
	2020		2020		2020		2020
Urban Outfitters
North America		2		108		182		186
Europe		5		24		54		55
Urban Outfitters Global Total		7		132		236		241
Anthropologie Group
North America		5		122		209		209
Europe		—		5		21		21
Anthropologie Group Global Total		5		127		230		230
Free People
North America		2		72		135		135
Europe		—		2		4		4
Free People Global Total		2		74		139		139
Total		14		333		605		610

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~~ As of July 31, 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~~Company has not changed its remote work arrangements for its corporate 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 due to store specific closures from events such as damage from fire, flood and natural weather events. The Company did not remove stores that were closed due to the coronavirus pandemic from the comparable stores net sales calculations. 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 and average units per transaction at our stores and on our websites and mobile applications. We additionally monitor average unit selling price ~~and transactions~~ at our stores and average order value and conversion rates on our websites and mobile applications. We believe that changes in any of these metrics may be caused by a response to our brands’ fashion offerings, our marketing 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 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 ~~32.3%~~31.9% and ~~7.5%~~7.8% of consolidated net sales, respectively, for the ~~three~~six months ended ~~April 30,~~July 31, 2020, compared to ~~29.1%~~29.0% and ~~7.4%~~7.7%, respectively, for the comparable period in fiscal 2020. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for the ~~three~~six months ended ~~April 30,~~July 31, 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 ~~38.0%~~36.3% and ~~1.7%~~1.6% of consolidated net sales, respectively, for the ~~three~~six months ended ~~April 30,~~July 31, 2020, compared to ~~39.1%~~39.2% and ~~1.7%~~1.6%, respectively, for the comparable period in fiscal 2020. Asian Retail segment net sales accounted for less than 1.0% of consolidated net sales for the ~~three~~six months ended ~~April 30,~~July 31, 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.~~thereafter to further capitalize on the growth opportunity and unique position that FP Movement has in the fitness and wellness space. 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. Free ~~People opened its first European retail stores in fiscal 2019. Free~~ People’s North American Retail segment net sales accounted for approximately ~~14.3%~~15.5% of consolidated net sales for the ~~three~~six months ended ~~April 30,~~July 31, 2020, compared to approximately ~~12.0%~~12.6% for the comparable period in fiscal 2020. European and Asian Retail segment net sales each accounted for less than 1.0% of consolidated net sales for the ~~three~~six months ended ~~April 30,~~July 31, 2020 and the comparable period in fiscal 2020.

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

Net sales from the Retail segment accounted for approximately ~~95.3%~~94.8% of consolidated net sales for the ~~three~~six months ended ~~April 30,~~July 31, 2020, compared to ~~90.5%~~90.9% for the comparable period in fiscal 2020.

Store data for the ~~three~~six months ended ~~April 30,~~July 31, 2020 was as follows:

	January 31,		Stores		Stores			April 30,		January 31,		Stores		Stores			July 31,
	2020		Opened		Closed			2020		2020		Opened		Closed			2020
Urban Outfitters
United States		177		2		(1	)		178		177		2		(3	)		176
Canada		17		—		—			17		17		—		—			17
Europe		54		—		—			54		54		1		—			55
Urban Outfitters Global Total		248		2		(1	)		249		248		3		(3	)		248
Anthropologie Group
United States		200		1		—			201		200		1		—			201
Canada		11		—		—			11		11		—		—			11
Europe		20		1		—			21		20		1		—			21
Anthropologie Group Global Total		231		2		—			233		231		2		—			233
Free People
United States		134		—		—			134		134		—		(1	)		133
Canada		6		—		—			6		6		—		—			6
Europe		4		—		—			4		4		—		—			4
Free People Global Total		144		—		—			144		144		—		(1	)		143
Menus & Venues
United States		11		—		—			11		11		—		—			11
Menus & Venues Total		11		—		—			11		11		—		—			11
Total Company-Owned Stores		634		4		(1	)		637		634		5		(4	)		635
Franchisee-Owned Stores ⁽¹⁾		7		—		—			7		7		—		(4	)		3
Total URBN		641		4		(1	)		644		641		5		(8	)		638

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

	April 30,		April 30,					July 31,		July 31,
	2020		2019		Change			2020		2019		Change
Selling square footage (in thousands):
Urban Outfitters		2,220		2,196		1.1	%		2,212		2,203		0.4	%
Anthropologie Group		1,793		1,782		0.6	%		1,793		1,782		0.6	%
Free People		325		304		6.9	%		321		306		5.1	%
Total URBN ⁽¹⁾		4,338		4,282		1.3	%		4,326		4,291		0.8	%

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.

	January 31,		Projected		Projected			January 31,		January 31,		Projected		Projected			January 31,
	2020		Openings		Closings			2021		2020		Openings		Closings			2021
Urban Outfitters		248		9		(5	)		252		248		8		(9	)		247
Anthropologie Group		231		7		(4	)		234		231		6		(2	)		235
Free People		144		5		(1	)		148		144		7		(1	)		150
Menus & Venues		11		—		—			11		11		—		—			11
Total Company-Owned Stores		634		21		(10	)		645		634		21		(12	)		643
Franchisee-Owned Stores		7		—		—			7		7		—		(6	)		1
Total URBN ⁽¹⁾		641		21		(10	)		652		641		21		(18	)		644

Our Wholesale segment consists of the Free People, Anthropologie and Urban Outfitters brands that sell through approximately 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 Company plans for the Anthropologie brand to exit the wholesale business by the end of the third quarter of fiscal 2021. Our Wholesale segment net sales accounted for approximately ~~3.6%~~4.5% of consolidated net sales for the ~~three~~six months ended ~~April 30,~~July 31, 2020, compared to ~~9.5%~~9.1% for the comparable period in fiscal 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 can select rental product from a wide selection of the Company’s own brands, third-party labels and one-of-a-kind vintage pieces via a custom-built, digital platform. Subscribers select their products each month, wear them as often as they like, and then swap into new products the following month. Subscribers are also able to purchase the rented product. Our Subscription segment net sales accounted for ~~approximately 1.1%~~less than 1.0% of consolidated net sales for the ~~three~~six months ended ~~April 30,~~July 31, 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, 2020, which are included in our Annual Report on Form 10-K filed with the SEC on 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. Other 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. There have been no significant changes to our critical accounting policies during the ~~three~~six months ended ~~April 30,~~July 31, 2020.

As a result of the coronavirus pandemic, our stores were closed for ~~nearly half~~a portion of the first ~~quarter~~half of fiscal ~~2021.~~2021 (see further details under Impact of the Coronavirus Pandemic above). 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						Three Months Ended							Six Months Ended
	April 30,						July 31,							July 31,
	2020			2019			2020				2019			2020				2019
Net sales	100.0		%	100.0		%		100.0		%		100.0	%		100.0		%		100.0	%
Cost of sales (excluding store impairment)		95.5			68.9			70.4				67.2			81.0				68.0
Store impairment		2.5			—			—				—			1.0				—
Gross profit		2.0			31.1			29.6				32.8			18.0				32.0
Selling, general and administrative expenses		35.8			26.5			21.0				24.7			27.3				25.5
(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	%
Income (loss) from operations								8.6				8.1			(9.3	)			6.5
Other (loss) income, net								(0.1	)			0.4			—				0.3
Income (loss) before income taxes								8.6				8.5			(9.3	)			6.8
Income tax expense (benefit)								4.3				2.2			(1.8	)			1.7
Net income (loss)								4.3		%		6.3	%		(7.5	)	%		5.1	%

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

Net sales in the ~~first~~second quarter of fiscal 2021 were ~~$588.5~~$803.3 million, compared to ~~$864.4~~$962.3 million in the ~~first~~second quarter of fiscal 2020. The ~~$275.9~~$159.0 million decrease was attributable to a ~~$221.3~~$121.2 million, or ~~28.3%~~13.8%, decrease in Retail segment net sales and a ~~$60.9~~$42.5 million, or ~~74.4%~~50.8%, decrease in Wholesale segment net sales, partially offset by ~~$6.3~~$4.7 million of Subscription segment net ~~sales.~~sales in fiscal 2021. Retail segment net sales for the ~~first~~second quarter of fiscal 2021 accounted for ~~95.3%~~94.3% of total net sales compared to ~~90.5%~~91.3% of total net sales in the ~~first~~second quarter of fiscal 2020.

The decrease in our Retail segment net sales during the ~~first~~second quarter of fiscal 2021 was due to a decrease of ~~$208.3~~$113.5 million, or ~~27.5%~~13.3%, in Retail segment comparable net sales, and a decrease of ~~$13.0~~$7.7 million in non-comparable net sales, including the net impact of store openings and closings since the prior comparable period and the impact of foreign currency translation. Retail segment comparable net sales increased 11.4% at Free People and decreased 8.0% at Urban Outfitters and 24.7% at the Anthropologie Group. Retail segment comparable net sales decreased in both North America and Europe. The decrease in Retail segment comparable net sales was driven by negative comparable store net sales due to stores remaining closed for part of the quarter and lower store productivity once opened, partially offset by double-digit growth in the digital channel. Negative comparable store net sales resulted from a decrease in traffic, transactions, average unit selling price and units per transaction. The digital channel net sales increase was driven by an increase in conversion rate and sessions, while average order value and units per transaction decreased. The decrease in non-comparable net sales was primarily due to the store closures and lower store productivity as a result of the coronavirus pandemic at the 27 new Company-owned stores and restaurants opened and 13 Company-owned stores and restaurants closed since the prior comparable period.

The decrease in Wholesale segment net sales in the second quarter of fiscal 2021, as compared to the second quarter of fiscal 2020, was primarily due to a 51.8% decrease in sales for the Free People brand, due to most of the brand’s wholesale partners having a meaningful portion of their businesses closed for a significant part of the quarter. The segment decrease was also due to a decrease of $1.1 million in Anthropologie Home sales due to the impact of the coronavirus pandemic on the brand’s wholesale partners’ operations as well as the brand’s planned exit of the wholesale business, partially offset by an increase of $0.4 million in Urban Outfitters BDG sales.

Gross profit percentage for the second quarter of fiscal 2021 decreased to 29.6% of net sales, from 32.8% of net sales in the comparable quarter in fiscal 2020. Gross profit decreased to $238.0 million in the second quarter of fiscal 2021 from $315.9 million in the second quarter of fiscal 2020. The decrease in gross profit percentage was primarily due to an increase in delivery and logistics expense due to penetration of the digital channel, and to store occupancy expense rate deleverage. The deleverage in store occupancy expense was due to store closures during the quarter as rent and other occupancy costs are mostly unadjusted until agreements are reached with landlords as well as lower store sales productivity once stores reopened. Merchandise markdowns were lower in the quarter as both the Urban Outfitters and Free People brands delivered record low markdown rates. Merchandise mark-up rate was flat versus the prior year’s comparable period. Inventory reserves for the Retail and Wholesale segments were reduced by $21.7 million in total during the quarter versus the prior year’s comparable period, due to disciplined inventory control and better than planned product performance.

Total inventory at July 31, 2020 as compared to July 31, 2019, decreased by $88.3 million, or 20.1%, to $351.8 million. Comparable Retail segment inventory decreased 14.3% at cost. The decrease in inventory was due to a 14.4% decrease in Retail segment inventory and a 53.3% decrease in Wholesale segment inventory. The decrease in both segments was primarily due to disciplined inventory control and an increase in inventory obsolescence reserves.

Selling, general and administrative expenses decreased by 29.1%, to $168.6 million, in the second quarter of fiscal 2021, compared to $237.8 million in the second quarter of fiscal 2020. Selling, general and administrative expenses as a percentage of net sales decreased in the second quarter of fiscal 2021 to 21.0% of net sales, compared to 24.7% of net sales for the second quarter of fiscal 2020. The leverage and decrease in selling, general and administrative expenses for the three months ended July 31, 2020 was primarily related to disciplined store payroll expense management, overall expense control measures and the benefit of COVID-19 related government relief

packages. Digital marketing expenses grew during the quarter to support strong digital channel sales and customer growth.

Income from operations was 8.6% of net sales, or $69.4 million, for the second quarter of fiscal 2021 compared to 8.1% of net sales, or $78.1 million, for the second quarter of fiscal 2020.

Our effective tax rate for the second quarter of fiscal 2021 was 50.1% compared to 26.0% in the second quarter of fiscal 2020. The increase in expense for the three months ended July 31, 2020 was due to the partial reversal of the tax benefit recorded in the three months ended April 30, 2020, based on the improved company performance in the second quarter.

Net sales for the six months ended July 31, 2020 were $1.39 billion, compared to $1.83 billion in the comparable period of fiscal 2020. The $435.0 million decrease was attributable to a $342.5 million, or 20.6%, decrease in Retail segment net sales and a $103.4 million, or 62.5%, decrease in Wholesale segment net sales, partially offset by $10.9 million of Subscription segment net sales in fiscal 2021. Retail segment net sales for the six months ended July 31, 2020 accounted for 94.8% of total net sales compared to 90.9% of total net sales in the six months ended July 31, 2019.

The decrease in our Retail segment net sales during the first six months of fiscal 2021 was due to a decrease of $318.9 million, or 19.8%, in Retail segment comparable net sales, and a decrease of $23.6 million in non-comparable net sales, including the net impact of store openings and closings since the prior comparable period and the impact of foreign currency translation. Retail segment comparable net sales decreased ~~19.1%~~2.5% at Free People, ~~24.1%~~15.5% at Urban Outfitters and ~~32.8%~~28.4% at the Anthropologie Group. Retail segment comparable net sales decreased in both North America and Europe. The 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 and lower store productivity once opened, partially offset by ~~low~~ double-digit growth in the digital channel. Negative comparable store net sales resulted from a decrease in traffic, 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 and sessions, while average order value and units per transaction ~~while average order value~~ decreased. The decrease in non-comparable net sales was primarily due to the ~~mandated~~ store closures and lower store productivity as a result of the coronavirus pandemic at the 3031 new Company-owned stores and restaurants opened and 1316 Company-owned stores and restaurants closed since the prior comparable period.

The decrease in Wholesale segment net sales in the first ~~quarter~~six months of fiscal 2021, as compared to the first ~~quarter~~six months of fiscal 2020, was primarily due to a ~~74.3%~~62.9% decrease in sales for the Free People brand, due to ~~the majority~~most of the brand’s wholesale partners having ~~all or~~ a meaningful portion of their businesses closed for a significant ~~portion~~part of the ~~quarter.~~six month period. The segment decrease was also due to ~~decreases~~a decrease of ~~$2.2~~$3.3 million in Anthropologie Home sales ~~and $0.2~~due to the impact of the coronavirus pandemic on the brand’s wholesale partners’ operations as well as the brand’s planned exit of the wholesale business, partially offset by an increase of $0.1 million in Urban Outfitters BDG sales.

Gross profit percentage for the first ~~quarter~~six months of fiscal 2021 decreased to ~~2.0%~~18.0% of net sales, from ~~31.1%~~32.0% of net sales in the comparable ~~quarter~~period in fiscal 2020. Gross profit decreased to ~~$11.8~~$249.9 million infor the first ~~quarter~~six months of fiscal 2021 from ~~$269.1~~$584.9 million in the ~~first quarter of~~comparable period in fiscal 2020. The decrease in gross profit percentage was ~~due to significant store occupancy deleverage, a meaningful increase in inventory obsolescence reserves,~~primarily driven by an increase in delivery and logistics expense ~~and an increase in merchandise markdowns. While stores were closed for half~~due to penetration of the ~~first quarter of fiscal 2021 due to the coronavirus pandemic,~~digital channel, followed by store occupancy expense ~~significantly deleveraged~~rate deleverage. The deleverage in store occupancy expense was due to mandated store closures as rent and other occupancy costs are mostly unadjusted until agreements are reached with ~~landlords. During~~landlords as well as lower store sales productivity once stores reopened. Additionally, during the ~~first quarter of fiscal 2021,~~six months ended July 31, 2020, the Company recorded a ~~$14.5 million store impairment charge and a $43.3~~$21.7 million year-over-year increase in inventory obsolescence reserves due to an increase in aged inventory and 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, 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~~a $14.5 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.~~impairment charge.

Selling, general and administrative expenses decreased by ~~8.1%~~$87.7 million, or 18.8%, to ~~$210.6~~$379.2 million in the first ~~quarter~~six months of fiscal 2021, compared to ~~$229.0 million in~~ the first ~~quarter~~six months of fiscal 2020. Selling, general and administrative expenses as a percentage of net sales increased in the first ~~quarter~~six months of fiscal 2021 to ~~35.8%~~27.3% of net sales, compared to ~~26.5%~~25.5% of net sales for the first ~~quarter~~six months of fiscal ~~2020.~~2020 The ~~increase in selling, general and administrative percentage~~deleverage was primarily 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 thedriven by an increase in digital marketing expenses to support strong digital channel ~~penetration. The Company also recorded a significant increase in allowance for doubtful accounts reserves for wholesale~~sales and customer ~~accounts receivables as a result of the significant current disruption and uncertainty in the wholesale macro environment.~~growth. The decrease in selling, general and administrative expenses for the six months ended July 31, 2020, was primarily due to disciplined store payroll expense management, overall expense control measures and the ~~cost savings measures the Company put in place after mandated store closures as a result~~benefit of ~~the coronavirus pandemic.~~COVID-19 related government relief packages.

Loss from operations was ~~33.8%~~9.3% of net sales, or ~~$198.7~~$129.3 million, for the first ~~quarter~~six months of fiscal 2021 compared to income from operations of ~~4.6%~~6.5% of net sales, or ~~$40.0~~$118.1 million, for the first ~~quarter~~six months of fiscal 2020.

Our effective tax rate for the first ~~quarter~~six months of fiscal 2021 was a benefit of ~~30.3% of loss before income taxes~~19.8% compared to an expense of ~~23.7% of income before income taxes~~25.2% in the first ~~quarter~~six months of fiscal 2020. The change in the effective tax rate for the six months ended July 31, 2020, was primarily driven by the ~~tax benefit for the carryback of the current year net~~year-to-date operating loss ~~as provided by~~compared to operating income in 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 five preceding taxable years to generate a refund of previously paid income taxes. Currentprior year ~~net operating losses will be carried back to fiscal year 2016 when the statutory tax rate was 35% rather than the current statutory tax rate of 21%.~~period.

Cash, cash equivalents and marketable securities were ~~$667.1~~$672.6 million as of ~~April 30,~~July 31, 2020, as compared to $530.4 million as of January 31, 2020 and ~~$614.3~~$412.3 million as of ~~April 30,~~July 31, 2019. During the first ~~three~~six months of fiscal 2021, we ~~borrowed~~generated $115.2 million in cash from operations, had net borrowings of $120.0 million (borrowings of $220.0 million and repayments of $100.0 million) under our Amended Credit Facility, ~~used $59.7 million in cash from operations,~~ invested ~~$43.5~~$72.1 million in property and equipment and repurchased $7.0 million of common shares under our share repurchase programs. The shares repurchased during the ~~three~~first six 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 ~~$513.4~~$499.8 million at ~~April 30,~~July 31, 2020 compared to $414.6 million at January 31, 2020 and ~~$491.1~~$374.3 million at ~~April 30,~~July 31, 2019. The increase in working capital as compared to January 31, 2020, and July 31, 2019, was primarily due to the net increase in cash, cash equivalents and current marketable securities due to the ~~$220.0~~net $120.0 million borrowing under our Amended Credit ~~Facility partially offset by uses~~Facility.

On June 8, 2020, the Company’s aggregate borrowing limit for purposes of ~~cash~~trade letter of credit issuances was reduced from $130.0 million to ~~fund store related expenses during~~$95.0 million and was reduced again on August 1, 2020 to $70.0 million. The reductions were made to align the ~~mandated store closures.~~amount of available trade letters of credit with the Company’s usage. The Company does not expect the reduction of available trade letters of credit to have a material impact on its liquidity.

During the last two years, we have satisfied our cash requirements primarily through our cash flow from operating activities and additionally in the first ~~three~~six months of fiscal 2021, through our borrowings. Our primary uses of cash have been to ~~repurchase our common shares, open new stores,~~fund business operations, purchase inventory, ~~fund store operations and~~ expand our home offices and fulfillment ~~centers.~~centers, open new stores and repurchase our common shares.

Cash flows from operating activities during the first ~~three~~six months of fiscal 2021 was a cash ~~outflow~~inflow of ~~$59.7~~$115.2 million compared to ~~a cash inflow of $25.9~~$61.3 million in the first ~~three~~six months of fiscal 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~~increase in cash flows from operations was primarily due to decreased inventory and accounts receivables levels and an increase in accrued expenses, accrued compensation and other current liabilities due to timing, partially offset by the net loss incurred in the first ~~three~~six months of fiscal 2021 driven by the material negative impact that the ~~mandated~~ store closures and lower store productivity 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~~part of fiscal 2021, the Company continued to incur various store operational costs, such as employee costs and costs for a large portion of its regional and store management teams despite store closures and reduced sales during the coronavirus pandemic.

Cash flows from investing activities during the first ~~three~~six months of fiscal 2021 was a cash inflow of ~~$222.2~~$218.0 million compared to a cash outflow of ~~$15.9~~$31.1 million in the first ~~three~~six months of fiscal 2020. Net liquidations of our marketable securities portfolio in the first ~~three~~six 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 fiscal 2020 primarily related to purchases of marketable securities and property and equipment, partially offset by the sales and maturities of marketable securities. Cash paid for property and equipment in the first ~~three~~six months of fiscal 2021 and 2020 was ~~$43.5~~$72.1 million and ~~$37.7~~$116.5 million, respectively, which was primarily used to expand our fulfillment center network in fiscal 2021 and 2020. See Capital and Operating Expenditures for further discussion of the Company’s plans to reduce planned capital expenditures for the remainder of fiscal 2021 in response to the coronavirus pandemic.

Cash flows from financing activities during the first ~~three~~six months of fiscal 2021 was a cash inflow of ~~$209.2~~$109.2 million compared to a cash outflow of ~~$75.7~~$221.9 million in the first ~~three~~six months of fiscal 2020. Cash provided by financing activities in the first ~~three~~six months of fiscal 2021 primarily related to $220.0 million of borrowings under our Amended Credit Facility, partially offset by $100.0 million in repayments of long-term debt and $7.0 million of repurchases of our common shares under our share repurchase program. The shares repurchased during the ~~three~~first six 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 ~~three~~six months of fiscal 2020 primarily related to ~~$71.2~~$217.4 million of repurchases of our common shares under our share repurchase program.

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

With the additional measures in place noted above under Impact of the Coronavirus Pandemic, during fiscal 2021, we plan to complete construction of a new omni-channel fulfillment center building in Europe, with the remaining materials handling equipment to be purchased and installed during fiscal 2021 for full operation in fiscal 2022, start construction on a new omni-channel fulfillment center in the United States, open approximately 21 new Company-owned retail locations, expand or relocate certain existing retail locations, invest in new products, markets and brands, purchase inventory for our operating segments at levels appropriate to maintain our planned sales, upgrade our systems, improve and expand our digital capabilities, ~~and~~ invest in omni-channel marketing when ~~appropriate.~~appropriate and may repurchase common shares. We believe that our new brand initiatives, new store openings, merchandise expansion programs,

international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our Retail segment sales. All fiscal 2021 capital expenditures are expected to be financed by cash flow from operating activities and ~~borrowings.~~borrowings under our current Amended Credit Facility. We believe that our new store investments generally have the potential to generate positive cash flow within a 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 ~~three~~six months ended ~~April 30,~~July 31, 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 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 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, 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.

There have been no changes in our internal controls over financial reporting during the ~~three months~~fiscal quarter ended ~~April 30,~~July 31, 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.

“Item 1A, Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on 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 since reopened all of its 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~~May 31, 2020, we were in default of the ~~repurchase activity~~Fixed Charge Coverage Ratio financial covenant under ~~the Company’s share repurchase programs~~our Amended Credit Agreement. On August 13, 2020, we obtained a waiver 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 six months ended ~~April 30,~~July 31, 2020, filed with the Securities and Exchange Commission on ~~June 30,~~September 9, 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 ~~April 30,~~July 31, 2020, January 31, 2020 and ~~April 30,~~July 31, 2019	1

	Condensed Consolidated Statements of Operations for the three and six months ended ~~April 30,~~July 31, 2020 and 2019	2

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

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

	Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~April 30,~~July 31, 2020 and 2019	56

	Notes to Condensed Consolidated Financial Statements	67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1922

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2833

Item 4.	Controls and Procedures	2833

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	2934

Item 1A.	Risk Factors	2934

Item 2.3.	~~Unregistered Sales of Equity~~Defaults Upon Senior Securities ~~and the Use of Proceeds~~	3034

Item 6.	Exhibits	3135

	Signatures	3236

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 3.1 of the Company’s Current Report on Form 8-K (file no 000-22754) filed on March 30, 2020.

10.1*		Limited Waiver, dated as of August 13, 2020, by and among Urban Outfitters, Inc., the other Loan Parties party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, under that certain Amended and Restated Credit Agreement dated as of June 29, 2018, among the Company, the Subsidiary Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

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

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

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

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

101.INS*		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)

		URBAN OUTFITTERS, INC.

Date: ~~June 30,~~September 9, 2020	By:		/s/ RICHARD A. HAYNE
			Richard A. Hayne
			Chief Executive Officer

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

$ in thousands	Three Months Ended		Three Months Ended			Six Months Ended
	April 30, 2020		July 31, 2020			July 31, 2020
Inventory obsolescence reserves	$	43,327	$	(21,673	)	$	21,654
Allowance for doubtful accounts		5,800		(2,200	)		3,600
Store impairment		14,528		—			14,528

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: ~~June 30,~~September 9, 2020	By:		/s/ FRANCIS J. CONFORTI
			Francis J. Conforti
			Chief Financial Officer