SEC Filing | Urban Outfitters, Inc.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-22754

Urban Outfitters, Inc.

(Exact Name of Registrant as Specified in Its Charter)


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)

Registrant’s telephone number, including area code: (215) 454-5500

Securities registered pursuant to Section 12(b) of the Act:


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

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.


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

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—92,277,114 shares outstanding on December 4, 2024.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION


Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of October 31, 2024, January 31, 2024 and October 31, 2023	1

	Condensed Consolidated Statements of Income for the three and nine months ended October 31, 2024 and 2023	2

	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended October 31, 2024 and 2023	3

	Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended October 31, 2024 and 2023	4

	Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2024 and 2023	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	30

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

	Signatures	33

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

(unaudited)


	October 31,			January 31,			October 31,
	2024			2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	182,516		$	178,321		$	206,237
Marketable securities		340,445			286,744			249,176
Accounts receivable, net of allowance for doubtful accounts of $1,423, $1,465 and $1,271, respectively		96,977			67,008			77,399
Inventory		793,324			550,242			721,011
Prepaid expenses and other current assets		224,070			200,188			235,227
Total current assets		1,637,332			1,282,503			1,489,050
Property and equipment, net		1,324,545			1,286,541			1,272,652
Operating lease right-of-use assets		947,150			920,396			933,864
Marketable securities		240,237			314,152			132,939
Other assets		336,519			307,617			281,151
Total Assets	$	4,485,783		$	4,111,209		$	4,109,656
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	363,187		$	253,342		$	319,115
Current portion of operating lease liabilities		228,443			226,645			223,781
Accrued expenses, accrued compensation and other current liabilities		533,915			514,218			506,028
Total current liabilities		1,125,545			994,205			1,048,924
Non-current portion of operating lease liabilities		879,362			851,853			857,791
Other non-current liabilities		127,953			152,611			156,383
Total Liabilities		2,132,860			1,998,669			2,063,098
Commitments and contingencies (see Note 11)
Shareholders’ equity:
Preferred shares; $.0001 par value, 10,000,000 shares authorized, none issued		—			—			—
Common shares; $.0001 par value, 200,000,000 shares authorized, 92,275,849, 92,787,522 and 92,784,344 shares issued and outstanding, respectively		9			9			9
Additional paid-in-capital		7,529			37,943			30,734
Retained earnings		2,382,767			2,113,735			2,065,984
Accumulated other comprehensive loss		(37,382	)		(39,147	)		(50,169	)
Total Shareholders’ Equity		2,352,923			2,112,540			2,046,558
Total Liabilities and Shareholders’ Equity	$	4,485,783		$	4,111,209		$	4,109,656

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

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except share and per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023
Net sales	$	1,361,855	$	1,281,174	$	3,914,546	$	3,667,043
Cost of sales (excluding store impairment and lease abandonment charges)		864,536		825,375		2,510,956		2,384,432
Store impairment and lease abandonment charges		—		1,392		4,601		1,392
Gross profit		497,319		454,407		1,398,989		1,281,219
Selling, general and administrative expenses		368,628		345,429		1,050,539		968,760
Income from operations		128,691		108,978		348,450		312,459
Other income, net		7,141		705		20,816		5,123
Income before income taxes		135,832		109,683		369,266		317,582
Income tax expense		32,921		26,669		87,105		77,659
Net income	$	102,911	$	83,014	$	282,161	$	239,923
Net income per common share:
Basic	$	1.12	$	0.89	$	3.04	$	2.59
Diluted	$	1.10	$	0.88	$	2.99	$	2.55
Weighted-average common shares outstanding:
Basic		92,270,583		92,780,736		92,819,987		92,667,878
Diluted		93,857,850		94,448,376		94,511,989		94,168,058

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

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands)

(unaudited)


	Three Months Ended					Nine Months Ended
	October 31,					October 31,
	2024		2023			2024		2023
Net income	$	102,911	$	83,014		$	282,161	$	239,923
Other comprehensive income (loss):
Foreign currency translation		671		(11,961	)		1,133		(4,269	)
Change in unrealized gains on marketable securities, net of tax		379		594			632		2,735
Total other comprehensive income (loss)		1,050		(11,367	)		1,765		(1,534	)
Comprehensive income	$	103,961	$	71,647		$	283,926	$	238,389

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

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(amounts in thousands, except share data)

(unaudited)


											Accumulated
	Common Shares					Additional					Other
	Number of			Par		Paid-in			Retained		Comprehensive
	Shares			Value		Capital			Earnings		Loss			Total
Balances as of July 31, 2024		92,260,283		$	9	$	—		$	2,279,856	$	(38,432	)	$	2,241,433
Comprehensive income		—			—		—			102,911		1,050			103,961
Share-based compensation		—			—		7,810			—		—			7,810
Share-based awards		23,496			—		—			—		—			—
Share repurchases, inclusive of excise tax		(7,930	)		—		(281	)		—		—			(281	)
Balances as of October 31, 2024		92,275,849		$	9	$	7,529		$	2,382,767	$	(37,382	)	$	2,352,923


											Accumulated
	Common Shares					Additional					Other
	Number of			Par		Paid-in			Retained		Comprehensive
	Shares			Value		Capital			Earnings		Loss			Total
Balances as of July 31, 2023		92,773,249		$	9	$	23,214		$	1,982,970	$	(38,802	)	$	1,967,391
Comprehensive income		—			—		—			83,014		(11,367	)		71,647
Share-based compensation		—			—		7,689			—		—			7,689
Share-based awards		16,165			—		—			—		—			—
Share repurchases		(5,070	)		—		(169	)		—		—			(169	)
Balances as of October 31, 2023		92,784,344		$	9	$	30,734		$	2,065,984	$	(50,169	)	$	2,046,558

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

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(amounts in thousands, except share data)

(unaudited)


												Accumulated
	Common Shares					Additional						Other
	Number of			Par		Paid-in			Retained			Comprehensive
	Shares			Value		Capital			Earnings			Loss			Total
Balances as of January 31, 2024		92,787,522		$	9	$	37,943		$	2,113,735		$	(39,147	)	$	2,112,540
Comprehensive income		—			—		—			282,161			1,765			283,926
Share-based compensation		—			—		23,366			—			—			23,366
Share-based awards		1,051,696			—		851			—			—			851
Share repurchases, inclusive of excise tax		(1,563,369	)		—		(54,631	)		(13,129	)		—			(67,760	)
Balances as of October 31, 2024		92,275,849		$	9	$	7,529		$	2,382,767		$	(37,382	)	$	2,352,923


											Accumulated
	Common Shares					Additional					Other
	Number of			Par		Paid-in			Retained		Comprehensive
	Shares			Value		Capital			Earnings		Loss			Total
Balances as of January 31, 2023		92,180,709		$	9	$	15,248		$	1,826,061	$	(48,635	)	$	1,792,683
Comprehensive income		—			—		—			239,923		(1,534	)		238,389
Share-based compensation		—			—		23,245			—		—			23,245
Share-based awards		912,284			—		594			—		—			594
Share repurchases		(308,649	)		—		(8,353	)		—		—			(8,353	)
Balances as of October 31, 2023		92,784,344		$	9	$	30,734		$	2,065,984	$	(50,169	)	$	2,046,558

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

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)


	Nine Months Ended
	October 31,
	2024			2023
Cash flows from operating activities:
Net income	$	282,161		$	239,923
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		86,031			75,286
Non-cash lease expense		162,466			151,413
Provision for deferred income taxes		3,335			33,660
Share-based compensation expense		23,366			23,245
Amortization of tax credit investment		12,872			11,929
Store impairment and lease abandonment charges		4,601			1,392
Loss on disposition of property and equipment, net		1,553			146
Changes in assets and liabilities:
Receivables		(29,682	)		(7,233	)
Inventory		(242,190	)		(135,216	)
Prepaid expenses and other assets		(52,548	)		(74,957	)
Payables, accrued expenses and other liabilities		113,773			138,735
Operating lease liabilities		(183,376	)		(178,084	)
Net cash provided by operating activities		182,362			280,239
Cash flows from investing activities:
Cash paid for property and equipment		(144,052	)		(151,037	)
Cash paid for marketable securities		(267,276	)		(335,508	)
Sales and maturities of marketable securities		309,178			242,847
Initial cash payment for tax credit investment		—			(20,000	)
Net cash used in investing activities		(102,150	)		(263,698	)
Cash flows from financing activities:
Proceeds from the exercise of stock options		851			594
Share repurchases related to share repurchase program		(52,262	)		—
Share repurchases related to taxes for share-based awards		(15,264	)		(8,353	)
Tax credit investment liability payments		(6,220	)		(3,007	)
Net cash used in financing activities		(72,895	)		(10,766	)
Effect of exchange rate changes on cash and cash equivalents		(3,122	)		(798	)
Increase in cash and cash equivalents		4,195			4,977
Cash and cash equivalents at beginning of period		178,321			201,260
Cash and cash equivalents at end of period	$	182,516		$	206,237
Supplemental cash flow information:
Cash paid during the year for income taxes	$	75,926		$	35,576
Non-cash investing activities—Accrued capital expenditures	$	13,550		$	31,791
Right-of-use assets obtained in exchange for operating lease liabilities	$	220,005		$	154,426
Non-cash investing activities—Accrued tax credit investment installments	$	—		$	62,120

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

URBAN OUTFITTERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and per share data)

(unaudited)

1. Basis of Presentation

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, 2024, filed with the United States Securities and Exchange Commission on April 1, 2024.

The Company’s business experiences seasonal fluctuations in net sales and net income, with a more significant portion of net sales typically realized in the second half of each year predominantly due to the year-end holiday period. Historically, and consistent with the retail industry, this seasonality also impacts our working capital requirements, particularly with regard to inventory. Accordingly, the results of operations for the three and nine months ended October 31, 2024 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 2025 will end on January 31, 2025.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which requires disaggregated disclosure of certain costs and expenses including purchases of inventory, employee compensation, depreciation, amortization and other costs within relevant income statement captions. The update will be effective for the Company in its annual consolidated financial statements for the fiscal year ending January 31, 2028, and interim periods thereafter. The Company is currently assessing this update and the additional disclosures that will be required within the notes to its consolidated financial statements.

In December 2023, the FASB issued an accounting standards update which includes amendments that further enhance income tax disclosures. The update requires disaggregated information about an entity's effective tax rate reconciliation and income taxes paid by jurisdiction, among other changes. The update will be effective for the Company in its annual consolidated financial statements for the fiscal year ending January 31, 2026, and can be applied prospectively or retrospectively. The Company is currently assessing this update and the additional disclosures that will be required within the notes to its consolidated financial statements.

In November 2023, the FASB issued an accounting standards update that introduces additional segment disclosure requirements. The update requires entities to quantitatively disclose significant segment expenses that are regularly provided to the chief operating decision maker for each reportable segment as well as an amount for other segment items for each reportable segment and a description of their composition. Entities are also required to disclose how reported measures of segment profit or loss are used in assessing segment performance and deciding how to allocate resources. The update will be effective for the Company in its annual consolidated financial statements for the fiscal year ending January 31, 2025, and interim periods thereafter. The Company is currently assessing this update and expects adoption of this update to result in additional disclosures in the notes to its consolidated financial statements. The update will be applied retrospectively to all prior periods presented.

2. Revenue from Contracts with Customers

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 and other electronic payment transactions and sales to the Company's wholesale segment customers and franchisees. For the nine month period ended October 31, 2024, the

opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $67,008 and $96,977, respectively. For the nine month period ended October 31, 2023, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $70,339 and $77,399, respectively. Contract receivables are included in “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets.

Contract liabilities represent unearned revenue and result from the Company receiving consideration in a contract with a customer for which it has not satisfied all of its performance obligations. The Company’s contract liabilities result from the issuance of gift cards, customer deposits, Nuuly Rent deferred subscription fee revenue and customer loyalty programs. Gift cards are expected to be redeemed within two years of issuance, with the majority of redemptions occurring in the first year. For the nine month period ended October 31, 2024, the opening and closing balances of contract liabilities were $91,408 and $87,517, respectively. For the nine month period ended October 31, 2023, the opening and closing balances of contract liabilities were $82,867 and $70,763, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the Condensed Consolidated Balance Sheets. During the nine month period ended October 31, 2024, the Company recognized $43,646 of revenue that was included in the contract liability balance at the beginning of the period. During the nine month period ended October 31, 2023, the Company recognized $32,828 of revenue that was included in the contract liability balance at the beginning of the period.

3. Marketable Securities

During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains (losses) and fair value of available-for-sale securities by major security type and class of security as of October 31, 2024, January 31, 2024 and October 31, 2023 were as follows:


	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
As of October 31, 2024
Short-term Investments:
Corporate bonds	$	178,736	$	151	$	(187	)	$	178,700
Federal government agencies		72,598		71		(20	)		72,649
Municipal and pre-refunded municipal bonds		64,129		70		(33	)		64,166
US Treasury securities		1,491		—		(3	)		1,488
Certificates of deposit		20,499		—		—			20,499
Commercial paper		2,943		—		—			2,943
		340,396		292		(243	)		340,445
Long-term Investments:
Corporate bonds		110,302		266		(398	)		110,170
Federal government agencies		35,098		16		(285	)		34,829
Municipal and pre-refunded municipal bonds		16,778		30		(12	)		16,796
US Treasury securities		59,507		197		(51	)		59,653
Certificates of deposit		1,000		—		—			1,000
Mutual funds, held in rabbi trust		15,756		2,035		(2	)		17,789
		238,441		2,544		(748	)		240,237
	$	578,837	$	2,836	$	(991	)	$	580,682


	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
As of January 31, 2024
Short-term Investments:
Corporate bonds	$	123,418	$	27	$	(883	)	$	122,562
Federal government agencies		68,730		35		(94	)		68,671
Municipal and pre-refunded municipal bonds		47,915		9		(414	)		47,510
US Treasury securities		27,231		—		(36	)		27,195
Certificates of deposit		10,249		—		—			10,249
Commercial paper		10,557		—		—			10,557
		288,100		71		(1,427	)		286,744
Long-term Investments:
Corporate bonds		147,924		441		(388	)		147,977
Federal government agencies		65,698		138		(94	)		65,742
Municipal and pre-refunded municipal bonds		39,243		160		(35	)		39,368
US Treasury securities		34,604		169		(26	)		34,747
Certificates of deposit		11,250		—		—			11,250
Mutual funds, held in rabbi trust		13,817		1,344		(93	)		15,068
		312,536		2,252		(636	)		314,152
	$	600,636	$	2,323	$	(2,063	)	$	600,896


	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
As of October 31, 2023
Short-term Investments:
Corporate bonds	$	102,766	$	—	$	(1,336	)	$	101,430
Federal government agencies		66,216		—		(233	)		65,983
Municipal and pre-refunded municipal bonds		48,115		—		(727	)		47,388
US Treasury securities		13,157		—		(7	)		13,150
Certificates of deposit		249		—		—			249
Commercial paper		20,976		—		—			20,976
		251,479		—		(2,303	)		249,176
Long-term Investments:
Corporate bonds		53,555		4		(1,155	)		52,404
Federal government agencies		49,203		—		(388	)		48,815
Municipal and pre-refunded municipal bonds		10,224		3		(136	)		10,091
US Treasury securities		7,398		1		(71	)		7,328
Certificates of deposit		1,250		—		—			1,250
Mutual funds, held in rabbi trust		13,252		147		(348	)		13,051
		134,882		155		(2,098	)		132,939
	$	386,361	$	155	$	(4,401	)	$	382,115

Proceeds from the sales and maturities of available-for-sale securities were $309,178 and $242,847 for the nine months ended October 31, 2024 and 2023, respectively. The Company included in “Other income, net,” in the Condensed Consolidated Statements of Income, a net realized loss of $17 and $96 for the three and nine months ended October 31, 2024, respectively, and a net realized gain of $2 and a net realized loss of $4 for the three and nine months ended October 31, 2023, respectively. Amortization of discounts and premiums, net, resulted in a benefit of $1,832 and $6,053 for the three and nine months ended October 31, 2024, respectively, and a benefit of $1,406 and $2,578 for the three and nine months ended October 31, 2023, respectively. Amortization of discounts and premiums, net, is included in “Other income, net” in the Condensed Consolidated Statements of Income. Mutual funds represent assets held in an irrevocable rabbi trust for the Company’s Non-qualified Deferred Compensation Plan (“NQDC”). These assets are a source of funds to match the funding obligations to participants in the NQDC but are subject to the Company’s general creditors. The Company elected the fair value option for financial assets for the mutual funds held in the rabbi trust resulting in all unrealized gains and losses being recorded in “Other income, net” in the Condensed Consolidated Statements of Income.

4. Fair Value

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:

•

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•

Level 3: Unobservable inputs that reflect the Company’s own assumptions.

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
	October 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	—	$	288,870	$	—	$	288,870
Federal government agencies		—		107,478		—		107,478
Municipal and pre-refunded municipal bonds		—		80,962		—		80,962
US Treasury securities		—		61,141		—		61,141
Certificates of deposit		—		21,499		—		21,499
Mutual funds, held in rabbi trust		17,789		—		—		17,789
Commercial paper		—		2,943		—		2,943
	$	17,789	$	562,893	$	—	$	580,682


	Marketable Securities Fair Value as of
	January 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	—	$	270,539	$	—	$	270,539
Federal government agencies		—		134,413		—		134,413
Municipal and pre-refunded municipal bonds		—		86,878		—		86,878
US Treasury securities		—		61,942		—		61,942
Certificates of deposit		—		21,499		—		21,499
Mutual funds, held in rabbi trust		15,068		—		—		15,068
Commercial paper		—		10,557		—		10,557
	$	15,068	$	585,828	$	—	$	600,896


	Marketable Securities Fair Value as of
	October 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	—	$	153,834	$	—	$	153,834
Federal government agencies		—		114,798		—		114,798
Municipal and pre-refunded municipal bonds		—		57,479		—		57,479
US Treasury securities		—		20,478		—		20,478
Certificates of deposit		—		1,499		—		1,499
Mutual funds, held in rabbi trust		13,051		—		—		13,051
Commercial paper		—		20,976		—		20,976
	$	13,051	$	369,064	$	—	$	382,115

Financial assets

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

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

Level 3 assets consist of financial instruments where there has been no active market. The Company held no Level 3 financial instruments as of October 31, 2024, January 31, 2024 and October 31, 2023.

The fair value of cash and cash equivalents (Level 1) approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. As of October 31, 2024, January 31, 2024 and October 31, 2023, 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.

Non-financial assets

The Company’s non-financial assets, primarily consisting of property and equipment and lease-related right-of-use assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

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 its retail locations. Right-of-use assets are tested for impairment in the same manner as property and equipment. For lease right-of-use assets, the Company determines the estimated fair value of the assets by comparing the discounted contractual rent payments to estimated market rent using an acceptable valuation methodology.

During the nine months ended October 31, 2024 and 2023, the Company determined that certain long-lived assets at the Company's retail locations were unable to recover their carrying values and were written down to their fair values. During the three months ended October 31, 2024, impairment charges were zero. During the nine months ended October 31, 2024, the Company recorded impairment charges of $815 for one retail location, with a carrying value after impairment of $1,500 related to the right-of-use asset. Additionally, during the fourth quarter of fiscal 2024, the Company committed to a cease-use date of February 29, 2024 at one retail location for which the lease was not terminated, resulting in lease abandonment charges of $3,786 during the nine months ended October 31, 2024. During the three and nine months ended October 31, 2023, the Company recorded impairment charges of $1,392 across five retail locations, with a carrying value after impairment of $5,996 related to the right-of-use assets.

5. Debt

On February 10, 2023, the Company and certain of its subsidiaries entered into the fourth amendment (the “Fourth Amendment”) to the Company’s amended and restated credit agreement (the “Amended Credit Agreement”), amending the Company’s asset-based revolving credit facility with its lenders, including JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and co-book managers along with Wells Fargo Bank, National Association (the "Amended Credit Facility"). The Fourth Amendment permits the Company to purchase an equity membership interest in a federal low-income housing tax credit entity. See Note 6, "Tax Credit Investment," for further discussion of the investment.

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 and includes a swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150,000. Borrowings under the Amended Credit Facility may be used for working capital and other general corporate purposes. The Amended Credit Facility matures in June 2027.

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

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

As of October 31, 2024, the Company had $0 in borrowings under the Amended Credit Facility. As of October 31, 2024, the Company was in compliance with the terms of the Amended Credit Agreement and expects to remain in compliance with all terms, including covenants, of the Amended Credit Agreement. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were $9,668. Interest expense for the Amended Credit Facility was $731 and $727 for the nine months ended October 31, 2024 and 2023, respectively, which was included in “Other income, net” in the Condensed Consolidated Statements of Income.

6. Tax Credit Investment

On February 10, 2023, the Company committed $100,000 to purchase an equity membership interest in a federal low-income housing tax credit entity. An initial payment of $20,000 was paid at closing with the remaining balance payable in quarterly installments over a five-year period beginning in fiscal 2024. The present value of such payments was $62,120 and was recorded as an increase to the initial tax credit investment asset and liability. In exchange for the total payments of $100,000, the Company expects to realize a comparable amount of tax credits and other tax benefits that will reduce its future federal income tax payments. Although the investment vehicle is considered a variable interest entity, the Company is not the primary beneficiary, and therefore, the investment is not consolidated. The Company has elected to use the practical expedient method of amortization, which approximates the proportional amortization method, to amortize the investment to income tax expense in proportion to the tax credits received over an estimated 10-year tax credit period beginning in the first quarter of fiscal 2024. The Company included in "Other income, net" in the Condensed Consolidated Statements of Income, interest expense related to the accretion of the liability of $1,221 and $3,763 for the three and nine months ended October 31, 2024, respectively, and $1,344 and $4,875 for the three and nine months ended October 31, 2023, respectively. Included in "Income tax expense" in the Condensed Consolidated Statements of Income was amortization of the investment of $4,112 and $12,872 for the three and nine months ended October 31, 2024, respectively, and $3,976 and $11,929 for the three and nine months ended October 31, 2023, respectively. Also included in "Income tax expense" in the Condensed Consolidated Statements of Income were income tax credits and other income tax benefits of $6,012 and $18,262 for the three and nine months ended October 31, 2024, respectively, and $5,600 and $16,979 for the three and nine months ended October 31, 2023, respectively. The carrying value of the investment is recorded in "Other assets" in the Condensed Consolidated Balance Sheets. The liabilities for the present value of the estimated future capital contributions are recorded in "Accrued expenses, accrued compensation and other current liabilities" and "Other non-current liabilities" in the Condensed Consolidated Balance Sheets. The following table summarizes the balances related to the investment at October 31, 2024, January 31, 2024 and October 31, 2023:


	October 31,		January 31,		October 31,
	2024		2024		2023
Other assets	$	53,136	$	66,214	$	70,190
Accrued expenses, accrued compensation and other current liabilities		16,878		10,507		7,738
Other non-current liabilities		34,497		47,293		51,375

7. Share-Based Compensation

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 (“RSUs”), performance stock units (“PSUs”) or stock appreciation rights. The fair value of PSUs and RSUs 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 Income, for the three and nine months ended October 31, 2024 and 2023, was as follows:


	Three Months Ended				Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023
Performance Stock Units	$	1,186	$	1,231	$	3,609	$	3,782
Restricted Stock Units		6,624		6,458		19,757		19,463
Total	$	7,810	$	7,689	$	23,366	$	23,245

Share-based awards granted and the weighted-average fair value of such awards for the nine months ended October 31, 2024 was as follows:


	Nine Months Ended
	October 31, 2024
			Weighted-
	Awards		Average Fair
	Granted		Value
Performance Stock Units		107,345	$	41.92
Restricted Stock Units		701,745	$	41.79
Total		809,090

During the nine months ended October 31, 2024, 60,000 stock options were exercised, 157,082 PSUs vested and 843,597 RSUs vested.

The total unrecognized compensation cost related to outstanding share-based awards and the weighted-average period in which the cost is expected to be recognized as of October 31, 2024 was as follows:


	October 31, 2024
	Unrecognized		Weighted-
	Compensation		Average
	Cost		Years
Performance Stock Units	$	6,160		2.0
Restricted Stock Units		36,207		2.0
Total	$	42,367

8. Shareholders’ Equity

Share repurchase activity under the Company's share repurchase program was as follows:


	Three Months Ended				Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023
Number of common shares repurchased and subsequently retired		—		—		1,200,000		—
Total cost(1)	$	—	$	—	$	52,262	$	—
Average cost per share, including commissions	$	—	$	—	$	43.55	$	—

(1)

Under the Inflation Reduction Act, the Company's share repurchases, net of issuances, are subject to a 1% excise tax. The total cost of share repurchases during the three and nine months ended October 31, 2024 excludes excise tax incurred of $234.

On June 4, 2019, the Company’s Board of Directors authorized the repurchase of 20,000,000 common shares under a share repurchase program. As of October 31, 2024, 17,956,390 common shares were remaining under the program.

During the nine months ended October 31, 2024, the Company acquired and subsequently retired 363,369 common shares at a total cost of $15,264 from employees to meet payroll tax withholding requirements on vested share-based awards. During the nine months ended October 31, 2023, the Company acquired and subsequently retired 308,649 common shares at a total cost of $8,353 from employees to meet payroll tax withholding requirements on vested share-based awards.

9. Other Comprehensive Income and Accumulated Other Comprehensive Loss

The following tables present the changes in “Accumulated other comprehensive loss,” by component, net of tax, for the three and nine months ended October 31, 2024 and 2023:


	Three Months Ended October 31, 2024									Nine Months Ended October 31, 2024
				Unrealized Gains									Unrealized Gains
	Foreign			and (Losses) on						Foreign			and (Losses) on
	Currency			Available-for-						Currency			Available-for-
	Translation			Sale Securities			Total			Translation			Sale Securities			Total
Balance at beginning of period	$	(37,914	)	$	(518	)	$	(38,432	)	$	(38,376	)	$	(771	)	$	(39,147	)
Other comprehensive income before reclassifications		671			396			1,067			1,133			728			1,861
Amounts reclassified from accumulated other comprehensive loss		—			(17	)		(17	)		—			(96	)		(96	)
Net current-period other comprehensive income		671			379			1,050			1,133			632			1,765
Balance at end of period	$	(37,243	)	$	(139	)	$	(37,382	)	$	(37,243	)	$	(139	)	$	(37,382	)


	Three Months Ended October 31, 2023									Nine Months Ended October 31, 2023
				Unrealized Gains									Unrealized Gains
	Foreign			and (Losses) on						Foreign			and (Losses) on
	Currency			Available-for-						Currency			Available-for-
	Translation			Sale Securities			Total			Translation			Sale Securities			Total
Balance at beginning of period	$	(35,132	)	$	(3,670	)	$	(38,802	)	$	(42,824	)	$	(5,811	)	$	(48,635	)
Other comprehensive income before reclassifications		(11,961	)		592			(11,369	)		(4,269	)		2,739			(1,530	)
Amounts reclassified from accumulated other comprehensive loss		—			2			2			—			(4	)		(4	)
Net current-period other comprehensive income		(11,961	)		594			(11,367	)		(4,269	)		2,735			(1,534	)
Balance at end of period	$	(47,093	)	$	(3,076	)	$	(50,169	)	$	(47,093	)	$	(3,076	)	$	(50,169	)

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

10. Net Income per Common Share

Basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method for the Company's stock options, performance stock units and restricted stock units. The following is a reconciliation of the weighted-average common shares outstanding and calculation of basic and diluted net income per common share:


	Three Months Ended				Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023
Net income	$	102,911	$	83,014	$	282,161	$	239,923

Basic weighted-average common shares outstanding		92,270,583		92,780,736		92,819,987		92,667,878
Effect of dilutive options, performance stock units and restricted stock units		1,587,267		1,667,640		1,692,002		1,500,180
Diluted weighted-average shares outstanding		93,857,850		94,448,376		94,511,989		94,168,058

Net income per common share:
Basic	$	1.12	$	0.89	$	3.04	$	2.59
Diluted	$	1.10	$	0.88	$	2.99	$	2.55

For both the three months ended October 31, 2024 and 2023, awards to purchase 40,000 common shares at a price of $46.42 were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive.

For the nine months ended October 31, 2024 and 2023, awards to purchase 40,000 common shares at a price of $46.42 and 66,667 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.

Excluded from the calculation of diluted net income per common share as of October 31, 2024 and October 31, 2023, were 270,441 and 272,554 performance-based equity awards, respectively, because they did not meet the required performance criteria.

11. Commitments and Contingencies

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.

12. Segment Reporting

The Company offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands. The Company operates three reportable segments – “Retail,” “Nuuly” and “Wholesale.”

The Company’s Retail segment includes Anthropologie (which includes the Anthropologie and Terrain brands), Free People (which includes the Free People and FP Movement brands), Urban Outfitters and Menus & Venues. 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 Company-owned Retail segment shopping channels are closely integrated, including retail locations, websites, mobile applications, catalogs and customer contact centers.

The Nuuly segment includes the Nuuly brand, which offers customers a more sustainable way to explore fashion primarily through a monthly women’s apparel subscription rental service.

The Company’s Wholesale segment includes the Free People, FP Movement and Urban Outfitters brands. The Wholesale segment sells through department and specialty stores worldwide, digital businesses and the Retail segment.

The Company evaluates the performance of each segment based on the net sales and 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 Nuuly 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, 2024. All of the Company’s segments are highly diversified. No one customer constitutes more than 10% of the Company’s total consolidated net sales. A summary of the information about the Company’s operations by segment is as follows:


	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2024			2023			2024			2023
Net sales
Retail operations	$	1,182,557		$	1,145,766		$	3,441,698		$	3,309,956
Nuuly operations		97,232			65,516			265,870			172,779
Wholesale operations		85,496			74,257			215,517			198,440
Intersegment elimination		(3,430	)		(4,365	)		(8,539	)		(14,132	)
Total net sales	$	1,361,855		$	1,281,174		$	3,914,546		$	3,667,043
Income from operations
Retail operations	$	119,071		$	111,731		$	346,157		$	338,995
Nuuly operations		4,051			280			8,145			(2,430	)
Wholesale operations		20,235			14,525			44,987			27,910
Intersegment elimination		153			54			95			(358	)
Total segment operating income		143,510			126,590			399,384			364,117
General corporate expenses		(14,819	)		(17,612	)		(50,934	)		(51,658	)
Total income from operations	$	128,691		$	108,978		$	348,450		$	312,459


	October 31,		January 31,		October 31,
	2024		2024		2023
Inventory
Retail operations	$	734,930	$	505,271	$	679,757
Wholesale operations		58,394		44,971		41,254
Total inventory	$	793,324	$	550,242	$	721,011
Rental product, net (1)
Nuuly operations	$	210,315	$	163,119	$	140,749
Total rental product, net	$	210,315	$	163,119	$	140,749

(1)

Rental product, net is included in "Other assets" in the Condensed Consolidated Balance Sheets.


Property and equipment, net
Retail operations	$	1,191,499	$	1,182,084	$	1,182,197
Nuuly operations		129,902		102,102		88,761
Wholesale operations		3,144		2,355		1,694
Total property and equipment, net	$	1,324,545	$	1,286,541	$	1,272,652

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


	Three Months Ended
	October 31,
	2024				2023
Net sales
Apparel	$	797,709	67	%	$	771,166	67	%
Home		169,001	14	%		173,062	15	%
Accessories		161,851	14	%		148,338	13	%
Other		53,996	5	%		53,200	5	%
Retail operations		1,182,557	100	%		1,145,766	100	%
Nuuly operations		97,232				65,516
Apparel		76,072	93	%		61,324	88	%
Accessories		5,656	7	%		8,331	12	%
Other		338	0	%		237	0	%
Wholesale operations (1)		82,066	100	%		69,892	100	%
Total net sales	$	1,361,855			$	1,281,174

	Nine Months Ended
	October 31,
	2024				2023
Net sales
Apparel	$	2,373,092	69	%	$	2,253,486	68	%
Home		473,358	13	%		492,689	15	%
Accessories		439,960	13	%		408,977	12	%
Other		155,288	5	%		154,804	5	%
Retail operations		3,441,698	100	%		3,309,956	100	%
Nuuly operations		265,870				172,779
Apparel		193,115	93	%		166,381	90	%
Accessories		13,046	6	%		16,350	9	%
Other		817	1	%		1,577	1	%
Wholesale operations (1)		206,978	100	%		184,308	100	%
Total net sales	$	3,914,546			$	3,667,043

(1)

Net of intersegment elimination.

The Apparel category includes intimates and activewear. The Home category includes home furnishings, electronics, gifts and decorative items. The Accessories category includes footwear, jewelry and handbags. The Other category includes beauty and shipping and handling.

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


	October 31,		January 31,		October 31,
	2024		2024		2023
Property and equipment, net
Domestic operations	$	1,175,015	$	1,130,332	$	1,123,317
Foreign operations		149,530		156,209		149,335
Total property and equipment, net	$	1,324,545	$	1,286,541	$	1,272,652


	Three Months Ended				Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023
Net Sales
Domestic operations	$	1,191,418	$	1,121,033	$	3,425,791	$	3,205,038
Foreign operations		170,437		160,141		488,755		462,005
Total net sales	$	1,361,855	$	1,281,174	$	3,914,546	$	3,667,043

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

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: overall economic and market conditions (including current levels of inflation) and worldwide political events and the resultant impact on consumer spending patterns and our pricing power, 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, 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, including geopolitical instability, impacts of the conflict in the Middle East and impacts of the war between Russia and Ukraine and from related sanctions imposed by the United States, European Union, United Kingdom and others, terrorism and civil unrest, natural disasters, severe or unseasonable weather conditions (including as a result of climate change) or public health crises (such as the coronavirus (COVID-19)), labor shortages and increases in labor costs, raw material costs and transportation costs, availability of suitable retail space for expansion, timing of store openings, risks associated with international expansion, seasonal fluctuations in gross sales, response to new concepts, our ability to integrate acquisitions, risks associated with digital sales, our ability to maintain and expand our digital sales channels, any material disruptions or security breaches with respect to our technology systems, the departure of one or more key senior executives, import risks (including any shortage of transportation capacities or delays at ports), changes to U.S. and foreign trade policies (including the enactment of tariffs, border adjustment taxes or increases in duties or quotas), the unexpected closing or disruption of, or any damage to, any of our distribution centers, our ability to protect our intellectual property rights, failure of our manufacturers and third-party vendors to comply with our social compliance program, risks related to environmental, social and governance activities, changes in our effective income tax rate, 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, 2024, filed on April 1, 2024. 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.

Overview

We operate under three reportable segments – Retail, Nuuly and Wholesale. Our Retail segment includes our Anthropologie, Free People, FP Movement and Urban Outfitters brands. Our Retail segment consumer products and services are sold directly to our customers through our retail locations, websites, mobile applications, social media and third-party digital platforms, catalogs and customer contact centers and franchisee-owned stores. Our Nuuly segment includes the Nuuly brand, which offers customers a more sustainable way to explore fashion primarily through a monthly women’s apparel subscription rental service. Our Wholesale segment primarily designs, develops and markets apparel, intimates, activewear and shoes. Our Wholesale segment includes our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment.

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 2025 will end on January 31, 2025, and our fiscal year 2024 ended on January 31, 2024.

As used in this document, unless otherwise defined, "Anthropologie" refers to our Anthropologie and Terrain brands and "Free People" refers to our Free People and FP Movement brands.

Retail Segment

Our Retail segment omni-channel strategy enhances our customers’ brand experience by providing a seamless approach to the customer shopping experience. All Company-owned Retail segment shopping channels are closely integrated, including retail locations, 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. 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 digital 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, conversion rates and average units per transaction at our stores and on our websites and mobile applications. We also monitor average unit selling price and transactions at our stores and average order value 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.

The Anthropologie brand tailors its merchandise to sophisticated and contemporary women aged 28 to 45. The internally designed and third-party branded product assortment includes women’s apparel, accessories, intimates, shoes, home furnishings, a diverse array of gifts and decorative items and beauty and wellness. The brand also has a wedding collection consisting of wedding, bridesmaid and party dresses, bridal accessories and decor. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience. Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. Anthropologie stores are located in specialty centers, upscale street locations and enclosed malls. Anthropologie 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 that markets select merchandise, most of which is also available in Anthropologie brand stores and sells merchandise through franchisee-owned stores in the Middle East. Anthropologie's North American Retail segment net sales accounted for approximately 41.4% of consolidated net sales for the nine months ended October 31, 2024, compared to approximately 40.9% for the comparable period in fiscal 2024. European Retail segment net sales accounted for approximately 1.6% of consolidated net sales for the nine months ended October 31, 2024, compared to approximately 1.5% for the comparable period in fiscal 2024.

The Free People brand 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, activewear, shoes, accessories, home products, gifts and beauty and wellness. The FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials. Free People stores are located in enclosed malls, upscale street locations and specialty centers. Free People 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, as well as substantially all of the Free People and FP Movement brands’ wholesale offerings. Free People also offers catalogs that market select merchandise, most of which is also available in our Free People stores. Free People's North American Retail segment net sales accounted for approximately 20.8% of consolidated net sales for the nine months ended October 31, 2024, compared to approximately 20.0% for the comparable period in fiscal 2024. European Retail segment net sales accounted for approximately 1.1% of consolidated net sales for the nine months ended October 31, 2024, compared to approximately 1.0% for the comparable period in fiscal 2024.

Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, social media and third-party digital platforms, 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 or 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 and sells merchandise through franchisee-owned stores in the Middle East. Urban Outfitters’ North American Retail segment net sales accounted for approximately 14.4% of consolidated net sales for the nine months ended October 31, 2024, compared to approximately 18.0% for the comparable period in fiscal 2024. European Retail segment net sales accounted for approximately 7.9% of consolidated net sales for the nine months ended October 31, 2024, compared to approximately 8.2% for the comparable period in fiscal 2024.

Net sales from the Retail segment accounted for approximately 87.9% of consolidated net sales for the nine months ended October 31, 2024, compared to 90.3% for the comparable period in fiscal 2024.

Store data for the nine months ended October 31, 2024 was as follows:


	January 31,		Stores		Stores			October 31,
	2024		Opened		Closed			2024
Urban Outfitters
North America		196		3		(5	)		194
Europe		66		4		—			70
Urban Outfitters Global Total		262		7		(5	)		264

Anthropologie
North America		218		9		(2	)		225
Europe		19		—		(2	)		17
Anthropologie Global Total		237		9		(4	)		242

Free People
Free People Brand
North America		148		8		(2	)		154
Europe		12		—		—			12
Free People Brand Global Total		160		8		(2	)		166
FP Movement Brand (1)		38		12		—			50
Free People Global Total		198		20		(2	)		216

Menus & Venues (2)		9		—		—			9

Total Company-Owned Stores		706		36		(11	)		731
Franchisee-Owned Stores (3)		9		—		—			9
Total URBN		715		36		(11	)		740

(1)

FP Movement brand stores are all located in North America.

(2)

Menus & Venues includes various casual restaurants and event venues, all of which are located in North America.

(3)

Franchisee-owned stores are located in the Middle East.

Selling square footage by brand as of October 31, 2024 and 2023 was as follows:


	October 31,		October 31,
	2024		2023		Change
Selling square footage (in thousands):
Urban Outfitters		2,253		2,272		-0.8	%
Anthropologie		1,826		1,813		0.7	%
Free People Brand		378		362		4.4	%
FP Movement Brand		71		47		51.1	%
Total URBN (1)		4,528		4,494		0.8	%

(1)

Menus & Venues locations and franchisee-owned stores are not included in selling square footage.

We plan for future store growth for our brands to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements. We plan for future digital channel growth to come from expansion domestically and internationally.

Projected store openings and closings for fiscal 2025 are as follows:


	January 31,		Projected		Projected			January 31,
	2024		Openings		Closings			2025
Urban Outfitters		262		7		(15	)		254
Anthropologie		237		13		(10	)		240
Free People Brand		160		13		(6	)		167
FP Movement Brand		38		25		—			63
Menus & Venues		9		—		—			9
Total Company-Owned Stores		706		58		(31	)		733
Franchisee-Owned Stores		9		—		—			9
Total URBN		715		58		(31	)		742

Nuuly Segment

Our Nuuly segment includes the Nuuly brand, which is primarily a monthly women’s apparel subscription rental service. For a monthly fee, Nuuly subscribers can rent product from a wide selection of the Company’s own brands, third-party brands 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 rental product. Our Nuuly segment net sales accounted for approximately 6.8% of consolidated net sales for the nine months ended October 31, 2024, compared to approximately 4.7% for the comparable period in fiscal 2024.

Wholesale Segment

Our Wholesale segment includes the Free People, FP Movement and Urban Outfitters brands that sell through 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 and FP Movement brands and the BDG and “iets frans” apparel collections under the Urban Outfitters brand. Our Wholesale segment net sales accounted for approximately 5.3% of consolidated net sales for the nine months ended October 31, 2024, compared to 5.0% for the comparable period in fiscal 2024.

Critical Accounting Policies and Estimates

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 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, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on April 1, 2024. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. We are not currently aware of any reasonably likely events or circumstances that would cause our actual results to be materially different from our estimates. There have been no significant changes to our critical accounting policies during the nine months ended October 31, 2024.

Results of Operations

As a Percentage of Net Sales

The tables below set forth, for the periods indicated, certain income statement data and the percentage of our net sales represented by such data. The tables should be read in conjunction with the discussion that follows.

Three Months Ended October 31, 2024 (Fiscal 2025) Compared To

Three Months Ended October 31, 2023 (Fiscal 2024)


(amounts in millions)	Three Months Ended
	October 31,
	2024					2023
Net sales	$	1,361.9		100.0	%	$	1,281.2	100.0	%
Cost of sales (excluding store impairment)		864.6		63.5			825.4	64.4
Store impairment		—		—			1.4	0.1
Gross profit		497.3		36.5			454.4	35.5
Selling, general and administrative expenses		368.6		27.1			345.4	27.0
Income from operations		128.7		9.4			109.0	8.5
Other income, net		7.1		0.6			0.7	0.1
Income before income taxes		135.8		10.0			109.7	8.6
Income tax expense		32.9	2.4				26.7	2.1
Net income	$	102.9		7.6	%	$	83.0	6.5	%

Net sales for the third quarter of fiscal 2025 were $1.36 billion, compared to $1.28 billion in the third quarter of fiscal 2024. The $80.7 million increase was attributable to a $36.8 million, or 3.2%, increase in Retail segment net sales, a $31.7 million, or 48.4%, increase in Nuuly segment net sales and a $12.2 million, or 17.4%, increase in Wholesale segment net sales.

The increase in our Retail segment net sales during the third quarter of fiscal 2025 was due to an increase of $19.4 million in non-comparable net sales and an increase of $17.4 million, or 1.5%, in Retail segment comparable net sales. Retail segment comparable net sales increased 5.8% at Anthropologie and 5.3% at Free People and decreased 8.9% at Urban Outfitters. Retail segment comparable net sales increased in both North America and Europe. The overall increase in Retail segment comparable net sales was driven by low single-digit positive growth in both digital channel net sales and retail store net sales. The digital channel comparable net sales increase was driven by increases in sessions and units per transaction, while average order value decreased. Comparable store net sales increased as a result of higher store traffic and transactions, while conversion rate and units per transaction decreased. The increase in non-comparable net sales during the third quarter of fiscal 2025 was primarily due to the impact of the 23 net new Company-owned stores and restaurants opened since the prior comparable period and the positive impact of foreign currency translation.

The increase in Nuuly segment net sales was primarily driven by a 51.2% increase in the average number of active subscribers in the third quarter of fiscal 2025 as compared to the third quarter of fiscal 2024. The increase in Wholesale segment net sales in the third quarter of fiscal 2025 was driven by a $13.1 million, or 20.3%, increase in Free People wholesale net sales due to an increase in net sales to specialty customers and department stores, partially offset by a $0.9 million decrease in Urban Outfitters wholesale net sales.

Gross profit percentage for the third quarter of fiscal 2025 increased to 36.5% of net sales from 35.5% of net sales in the third quarter of fiscal 2024. Gross profit increased to $497.3 million in the third quarter of fiscal 2025 from $454.4 million in the third quarter of fiscal 2024. The increase in gross profit rate was primarily due to higher initial merchandise markups for all segments primarily driven by Company cross-functional initiatives. Retail segment merchandise markdowns also improved, driven by lower merchandise markdowns at Urban Outfitters, which were partially offset by an increase at Free People. The increase in gross profit dollars was due to higher net sales and the improved gross profit rate.

Total inventory at October 31, 2024, as compared to October 31, 2023, increased by $72.3 million, or 10.0%, to $793.3 million. Total Retail segment inventory increased by 8.1% due to a Retail segment comparable inventory increase of 3.7% and planned early receipts of holiday merchandise. Wholesale segment inventory increased by 41.6% due to the timing of receipts and to support increased net sales.

Selling, general and administrative expenses increased by $23.2 million, or 6.7%, in the third quarter of fiscal 2025, compared to the third quarter of fiscal 2024. Selling, general and administrative expenses as a percentage of net sales increased in the third quarter of fiscal 2025 to 27.1% of net sales, compared to 27.0% of net sales for the third quarter of fiscal 2024. The deleverage in selling, general and administrative expenses as a percentage of net sales was primarily related to increased marketing expenses to support growth in our customer base and increased net sales in the Retail and Nuuly segments. The dollar growth in selling, general and administrative expenses was primarily related to increased marketing expenses to support growth in our customer base and increased net sales in the Retail and Nuuly segments, as well as increased store payroll expenses to support the Retail segment stores comparable net sales growth.

Income from operations was 9.4% of net sales, or $128.7 million, for the third quarter of fiscal 2025 compared to 8.5% of net sales, or $109.0 million, for the third quarter of fiscal 2024. The increase in operating income dollars was primarily driven by the increase in gross profit dollars. The increase in operating income rate was primarily driven by the improved gross profit rate.

Our effective tax rate for the third quarter of fiscal 2025 was 24.2% compared to 24.3% in the third quarter of fiscal 2024. The decrease in the effective tax rate for the three months ended October 31, 2024 was primarily due to the favorable impact of equity awards that vested in the current year quarter.

Nine Months Ended October 31, 2024 (Fiscal 2025) Compared To

Nine Months Ended October 31, 2023 (Fiscal 2024)


(amounts in millions)	Nine Months Ended
	October 31,
	2024					2023
Net sales	$	3,914.5		100.0	%	$	3,667.0		100.0	%
Cost of sales (excluding store impairment and lease abandonment charges)		2,510.9		64.2			2,384.4		65.1
Store impairment and lease abandonment charges		4.6		0.1			1.4	0.0
Gross profit		1,399.0		35.7			1,281.2		34.9
Selling, general and administrative expenses		1,050.5		26.8			968.7		26.4
Income from operations		348.5		8.9			312.5		8.5
Other income, net		20.8		0.5			5.1		0.2
Income before income taxes		369.3		9.4			317.6		8.7
Income tax expense		87.1	2.2				77.7		2.2
Net income	$	282.2		7.2	%	$	239.9		6.5	%

Net sales for the nine months ended October 31, 2024 were $3.91 billion, compared to $3.67 billion in the comparable period of fiscal 2024. The $247.5 million increase was attributable to a $131.7 million, or 4.0%, increase in Retail segment net sales, a $93.1 million, or 53.9%, increase in Nuuly segment net sales and a $22.7 million, or 12.3%, increase in Wholesale segment net sales.

The increase in our Retail segment net sales during the first nine months of fiscal 2025 was due to an increase of $83.9 million, or 2.6%, in Retail segment comparable net sales, and an increase of $47.8 million in non-comparable net sales. Retail segment comparable net sales increased 9.3% at Free People and 7.5% at Anthropologie and decreased 10.6% at Urban Outfitters. Retail segment comparable net sales increased in both North America and Europe. The overall increase in Retail segment comparable net sales was driven by mid single-digit positive growth in digital channel net sales and low single-digit positive growth in retail store net sales. The digital channel comparable net sales increase was driven by increases in sessions, while average order value and conversion rate decreased. Comparable store net sales increased as a result of higher store traffic and transactions, which were partially offset by a decrease in units per transaction. The increase in non-comparable net sales during the first nine months of fiscal 2025 was primarily due to the impact of the 31 net new Company-owned stores and restaurants opened since the prior comparable period and the positive impact of foreign currency translation.

The increase in Nuuly segment net sales was primarily driven by a 50.4% increase in the average number of active subscribers in the first nine months of fiscal 2025 as compared to the comparable period of fiscal 2024. The increase in Wholesale segment net sales in the first nine months of fiscal 2025 was driven by a $25.4 million, or 15.1%, increase in Free People wholesale net sales due to an increase in net sales to specialty customers and department stores, partially offset by a $2.7 million decrease in Urban Outfitters wholesale net sales.

Gross profit percentage for the first nine months of fiscal 2025 increased to 35.7% of net sales from 34.9% of net sales in the comparable period of fiscal 2024. Gross profit increased to $1.40 billion in the first nine months of fiscal 2025 from $1.28 billion in the comparable period of fiscal 2024. The increase in gross profit rate was primarily due to higher initial merchandise markups for all segments primarily driven by Company cross-functional initiatives. The increase in gross profit dollars was due to higher net sales and the improved gross profit rate.

Selling, general and administrative expenses increased by $81.8 million, or 8.4%, in the first nine months of fiscal 2025, compared to the comparable period of fiscal 2024. Selling, general and administrative expenses as a percentage of net sales increased in the first nine months of fiscal 2025 to 26.8% of net sales, compared to 26.4% of net sales for the comparable period of fiscal 2024. The deleverage in selling, general and administrative expenses as a percentage of net sales was primarily related to increased marketing expenses to support growth in our customer base and increased sales in the Retail and Nuuly segments. The dollar growth in selling, general and administrative expenses was primarily related to increased marketing expenses to support growth in our customer base and increased net sales in the Retail and Nuuly segments, as well as increased store payroll expenses to support the Retail segment stores comparable net sales growth.

Income from operations was 8.9% of net sales, or $348.5 million, for the first nine months of fiscal 2025 compared to 8.5% of net sales, or $312.5 million, for the comparable period of fiscal 2024. The increase in operating income dollars was primarily driven by the increase in gross profit dollars. The increase in operating income rate was primarily driven by the improved gross profit rate.

Our effective tax rate for the first nine months of fiscal 2025 was 23.6% compared to 24.5% in the first nine months of fiscal 2024. The decrease in the effective tax rate for the nine months ended October 31, 2024 was primarily due to the favorable impact of equity awards that vested in the current year.

Liquidity and Capital Resources

The following tables set forth certain balance sheet and cash flow data for the periods indicated. These tables should be read in the conjunction with the discussion that follows:


(amounts in millions)
	October 31,		January 31,		October 31,
	2024		2024		2023
Cash, cash equivalents and marketable securities	$	763.2	$	779.2	$	588.4
Working capital		511.8		288.3		440.1


	Nine Months Ended
	October 31,
	2024			2023
Net cash provided by operating activities	$	182.4		$	280.2
Net cash used in investing activities		(102.2	)		(263.7	)
Net cash used in financing activities		(72.9	)		(10.8	)

The increase in working capital as of October 31, 2024, as compared to January 31, 2024, was primarily due to the seasonal increase in inventory and an increase in cash, cash equivalents and current marketable securities, partially offset by the timing of disbursements. The increase in working capital as of October 31, 2024, as compared to October 31, 2023, was primarily due to an increase in inventory and an increase in cash, cash equivalents and current marketable securities, partially offset by the timing of disbursements.

During the last two years, we have satisfied our cash requirements primarily through our cash flow from operating activities. Our primary uses of cash have been to fund business operations, purchase inventory and rental product, expand and improve our fulfillment centers, open new stores and repurchase our common shares.

Cash Flows from Operating Activities

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 decrease in cash provided by operating activities in the first nine months of fiscal 2025 compared to the first nine months of fiscal 2024 was primarily due to higher inventory purchases in the first nine months of fiscal 2025 due in part to planned early receipts of holiday merchandise for the Retail segment and timing of receipts for the Wholesale segment.

Cash Flows from Investing Activities

Cash used in investing activities in the first nine months of fiscal 2025 primarily related to purchases of marketable securities and property and equipment, partially offset by the sales and maturities of marketable securities. Cash used in investing activities in the first nine months of fiscal 2024 primarily related to purchases of marketable securities, property and equipment and the initial cash payment for a tax credit investment, partially offset by the sales and maturities of marketable securities. Cash paid for property and equipment in the first nine months of fiscal 2025 and 2024 was $144.1 million and $151.0 million, respectively, which was primarily used to expand our fulfillment center network and store base in both periods.

Cash Flows from Financing Activities

Cash used in financing activities in the first nine months of fiscal 2025 primarily related to repurchases of our common shares under our share repurchase program and from employees to meet payroll tax withholding requirements on vested share-based awards. Cash used in financing activities in the first nine months of fiscal 2024 primarily related to repurchases of our common shares from employees to meet payroll tax withholding requirements on vested share-based awards.

Credit Facilities

See Note 5, “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.

Capital and Operating Expenditures

During fiscal 2025, we plan to open approximately 58 new Company-owned retail locations, expand or relocate certain existing retail locations, invest in new products, markets and brands, purchase inventory and rental product for our operating segments at levels appropriate to maintain our planned sales volumes, upgrade our systems, improve and expand our digital capabilities, invest in omni-channel marketing when appropriate and repurchase our common shares. Additionally, in the first quarter of fiscal 2025, we opened a new Nuuly fulfillment center in Raymore, Missouri in response to the growth in the number of Nuuly subscribers. We believe that our new brand initiatives, new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our sales growth and plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2025 will be approximately $210 million, primarily to support new store openings and new and expanded fulfillment and distribution centers. All fiscal 2025 capital expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents. We believe that our new store investments generally have the potential to generate positive cash flow within a year. We may also enter into one or more acquisitions or transactions related to the expansion of our brand offerings, including additional franchise and joint venture agreements. We believe that our existing cash and cash equivalents, availability under our current credit facilities and future cash flows provided by operations will be sufficient to fund these initiatives.

Share Repurchases

See Note 8, “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.

Other Matters

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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, 2024.

Item 4. Controls and Procedures

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 ended October 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

There have been no material changes in our risk factors since January 31, 2024. Please refer to our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, filed with the SEC on April 1, 2024, for our risk factors.

Item 5. Other Information

On October 10, 2024, Harry S. Cherken, Jr., a director of the Company, adopted a Rule 10b5-1 trading arrangement for the sale of up to 70,000 common shares of the Company from January 9, 2025 through March 3, 2025, that was intended to satisfy the affirmative defense of Rule 10b5-1(c).

Item 6. Exhibits


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.

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 with Embedded Linkbase Documents

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

* Filed herewith

** Furnished herewith

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended October 31, 2024, filed with the Securities and Exchange Commission on December 10, 2024, 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.

SIGNATURES

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.


		URBAN OUTFITTERS, INC.

Date: December 10, 2024	By:		/s/ RICHARD A. HAYNE
			Richard A. Hayne
			Chief Executive Officer


		URBAN OUTFITTERS, INC.

Date: December 10, 2024	By:		/s/ MELANIE MAREIN-EFRON
			Melanie Marein-Efron
			Chief Financial Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Hayne, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Urban Outfitters, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

    Date: December 10, 2024

    By:

    /s/ RICHARD A. HAYNE

     
    Richard A. Hayne
Chief Executive Officer
(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Melanie Marein-Efron, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Urban Outfitters, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

    Date: December 10, 2024

    By:

    /s/ MELANIE MAREIN-EFRON

     
    Melanie Marein-Efron
Chief Financial Officer
(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Richard A. Hayne, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that (1) the Form 10-Q of Urban Outfitters, Inc. (the “Company”) for the three month period ended October 31, 2024, as filed with the Securities and Exchange Commission (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

    Date: December 10, 2024

    By:

    /s/ RICHARD A. HAYNE

     
    Richard A. Hayne
Chief Executive Officer
(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Melanie Marein-Efron, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that (1) the Form 10-Q of Urban Outfitters, Inc. (the “Company”) for the three month period ended October 31, 2024, as filed with the Securities and Exchange Commission (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

    Date: December 10, 2024

    By:

    /s/ MELANIE MAREIN-EFRON

     
    Melanie Marein-Efron
Chief Financial Officer
(Principal Financial Officer)