Glen T. Senk - Chief Executive Officer, Director John E. Kyees - Chief Financial Officer Tedford G. Marlow - President of Urban Brand, Worldwide Calvin Hollinger - Chief Information Officer Freeman M. Zausner - Chief Administrative Officer

Michelle Clark - Morgan Stanley Janet Kloppenburg - JJK Research Michelle Tan - Goldman Sachs Connie Wong - Wedbush Morgan Christine Chen - Needham & Company Adrienne Tennant - Friedman, Billings, Ramsey Jeff Black - Barclays Capital Lorraine Hutchinson - Banc of America Merrill Lynch Kimberly Greenberger - Citigroup Edward Yruma - Keybanc Brian Tunick - J.P. Morgan Stacy Peck - S.P. Research Neely Tamminga - Piper Jaffray Paul Lejuez - Credit Suisse Sam Pinella - Raymond James David Berman - Berman Capital Barbara Wyckoff - Jesup & Lamont Margaret Whitfield - Sterne, Agee & Leach Roxanne Meyer - UBS Erika Maschmeyer - Robert W. Baird Eric Beder - Brean Murray, Carret & Co. Marnie Shapiro - Shapiro Partners Jennifer Black - Jennifer Black & Associates Robin Murchison - Suntrust Robinson Humphrey Dana Telsey - Telsey Advisory Group Laura Champine - Cowen & Company Howard Tubin - RBC Capital Markets Maggie Gilliam - Gilliam & Company

Good day, ladies and gentlemen, and welcome to the Urban Outfitters Incorporated third quarter fiscal 2010 earnings call. (Operator Instructions) The following discussions may include forward-looking statements. Please note that actual results may differ materially from those statements. Additional information concerning factors that could cause actual results to differ materially from projected results is contained in the company’s filings with the Securities and Exchange Commission. I would now like to introduce your host for today’s conference, Mr. Glen Senk, CEO. Sir, you may begin. Glen T. Senk: Good morning. It’s my pleasure to welcome you to the URBN quarterly conference call. Joining me today are John Kyees, our Chief Financial Officer and our senior team including the majority of our brand and operational leads. Earlier today the Company issued a press release outlining the financial and operating results for the three and nine month periods ending October 31st, 2009. I will begin today’s call by reading prepared remarks regarding our performance; then the group and I will be pleased to answer any questions you may have. The text of today’s conference call can be found on our corporate website at www.urbanoutfittersinc.com. We are proud to report record-breaking results this quarter. The following summarizes our Third Quarter Fiscal 2010 performance versus the comparable quarter last year: Net sales increased 6% to $506 million. Income from operations grew 6% to a record $96 million, resulting in an operating margin of 19%. Net income increased to a record $62 million or $0.36 per diluted share. Comparable Retail Segment sales, which includes our Direct-to-consumer channel, rose by 2%. Comparable store sales declined 2%, with a gain of 3% at Anthropologie and decreases of 13% and 5% at Free People and Urban Outfitters respectively. Direct-to-consumer sales surged 21% despite a strategic 11% reduction in circulation; all three brands posted double-digit increases. Wholesale Segment revenues declined 10% to $30 million. Gross profit margins increased 65 basis points, driven by significant gains in initial margins that more than offset an increase in merchandise markdowns to clear seasonal product. Comparable store inventories were 15% lower at quarter’s end. Selling, general and administrative expenses, expressed as a percentage of sales, increased 63 basis points; this increase was primarily associated with fixed expense rates that were impacted by the reduction in comparable store sales and by the accrual of additional incentive-based bonus related to our expectation to meet targeted improvements in annual performance and earnings. Finally, cash, cash equivalents and marketable securities grew by $228 million to $652 million. I’ll begin today by providing more detail on each of our key business metrics for the quarter, starting with sales. New and non-comparable store sales contributed $25 million, including an offset of $6 million in currency translation adjustments for foreign-based sales. The Company opened 10 new stores in the quarter -- 6 Anthropologie stores, 1 Free People store and 3 Urban Outfitters stores. Following in Urban Outfitters footsteps, Anthropologie opened its first European store on Regent Street in London. The store, which opened at the end of October, generated the second best opening day sales in our history and continues to run favorably to plan. For those of you who weren’t able to get to London for the opening, I encourage you to Google “Anthropologie Regent Street London” to take a virtual tour of the store and read the myriad of digital and traditional press coverage. Within the quarter, comparable store sales performance improved each month, and turned positive in September and October. By region, sales at Anthropologie and Urban Outfitters were strongest in the South while sales at Anthropologie were less robust in the Midwest and sales at Urban Outfitters lagged on the West coast. By store venue, sales were strongest in malls for both brands, while less strong in metropolitan locations for Anthropologie, and weakest in college towns for Urban Outfitters. For stores, transaction counts were up 5%, with increases of 10%, 15% and 2% at Anthropologie, Free People and Urban Outfitters respectively. Average unit selling prices decreased by 2%, down 1%, 23% and 3% at Anthropologie, Free People and Urban Outfitters respectively. Units per transaction decreased 5% on average, down 5%, 2% and 4% at Anthropologie, Free People and Urban Outfitters respectively. Direct sales increased 21% to $80 million despite a strategic circulation decrease of 11%. The penetration of Direct-to-consumer sales to net sales as a whole increased 2 percentage points to 16%, highlighting a secular shift in the way our customer is shopping. The results were driven by nearly 22 million website visits, a gain of 27% or nearly five million additional visits. The Direct-to-consumer channel was double-digit positive across all brands, and our strategic investments in assortment, site experience, fulfillment and social media have all yielded high returns. By merchandise category, women’s accessories led the pace at Anthropologie and men’s and women’s apparel were strongest at Urban Outfitters, and as we’ve communicated consistently throughout the year, there are powerful fashion cues in our business. Analysts and shareholders have continually asked me to comment on how we are responding to the “new normal”, and whether or not we’d be strategically lowering prices. I’ve responded consistently by saying that we’ll continue to offer an eclectic range of prices, and that the customer will ultimately decide the average ticket. While there is minimal evidence of price elasticity on compelling product, the consumer is certainly more discriminating. She expects more value for money, which in our world, doesn’t necessarily equate to a lower price -- it means she’s looking for authenticity, scarcity, freshness, compelling differentiated product and a meaningful emotional connection that’s born from a shared set of aspirations and values. I believe this emphasis on value and values plays to our strengths. It is how we ran our business before the economic reset, it is why we believe our customers shops with us, and therefore it is how we will continue to run our business in the future. I would also like to spend a moment addressing our comparable store inventories which were 15% lower at quarter’s end. Let me be unequivocally clear: the brand presidents and I are very comfortable with our inventory position. Our team, employees and suppliers alike have worked tirelessly over the last several years to improve our planning and allocation process, reduce merchandise costs, improve merchandise quality and, most importantly, add an unprecedented level of speed and flexibility within our supply chain. You are seeing the results of their considerable intellect and effort. We will continue to focus on achieving appropriate reductions in our inventory weeks-of-supply because we believe it positively impacts the customer experience, and ultimately results in improvement to maintained margins. I’d now like to turn your attention to our Wholesale Segment for the Third Quarter. With the addition of Leifsdottir, revenue declined by 10%. Free People’s wholesale revenue decreased by 15% in the quarter, with sales to department stores decreasing by 8% and sales to specialty stores decreasing by 26%, in large part due to changes in customer credit quality. The brand’s average unit selling price decreased 12% and unit sales declined 3%. I believe Free People outperformed most brands on the contemporary floor, and we ended the quarter achieving our desired inventory plan with all of our major partners. While holiday deliveries are modestly below last year, it is likely the current trend will continue over the short term. Leifsdottir, the Company’s new wholesale line, continued to gain momentum by generating revenue of $2.9 million. With slightly more than a year’s deliveries behind us, we have every reason to believe that, in the long-term, Leifsdottir can contribute meaningfully to the Company’s top and bottom line, and accordingly, we are planning for accelerated growth. I’d like to now turn your attention to gross margin, operating expense and income. Gross margins for the quarter increased 65 basis points to 41.5%. The Company continued to experience significant gains in initial margin, which were partially offset by an increase in markdowns to clear seasonal product. While we are unwilling to be specific, we believe we have continued initial margin opportunity, and we also believe we have opportunity to improve our maintained margins by reducing our markdown levels to our historic average. The organization continued to exhibit exceptional discipline in aggressively controlling expenses while simultaneously making strategic investments in design, the supply chain, technology, our Direct-to-consumer businesses and our European infrastructure. Total selling, general and administrative costs for the quarter, as a percent of sales, rose by 63 basis points to 22.6%, primarily due to fixed expense rates that were impacted by the reduction in comparable store sales and by the accrual of additional incentive-based bonus related to our expectation to meet targeted improvements in annual performance and earnings. The Company generated an impressive 19% operating margin, earning a record $96 million of income from operations, an increase of 6% versus the same quarter last year. We also achieved our highest-ever net income for a quarter, $62 million, an increase of 5% from the prior year, with earnings per diluted share of $0.36. The company's quarterly tax rate rose 70 basis points to 36.1% versus the prior year's comparable quarter but declined versus the second quarter rate of 38.2%. The increase was primarily due to tax rate increases in certain municipalities where we have sizeable volumes of business, and a lower proportion of holdings income from tax-free securities based on a strategic shift to lower-risk investments. The company's current annual effective tax rate is estimated at 37% as of October 31, 2009. What an extraordinary couple of years it’s been. Our team navigated through the first nine months of calendar 2008 posting the best results in our company’s history. Then virtually overnight, at the end of the third quarter in 2008, more than six weeks after the Lehman collapse, our business abruptly decelerated. Losing nearly $60 million in anticipated fourth quarter revenue, I believe our team responded brilliantly to the unprecedented challenge, adjusting the level and content of inventory, strategically managing expenses and investments, all while dedicating a meaningful portion of mindshare to get ahead of the immediate challenges and gain insight into the “new normal” so that we will ultimately grow market share, revenue and profit in the post recession, post-Web 2.0 world. We won’t spend time today giving you our thoughts on where we are in the economic cycle. We read many of the same reports you read and we study the same indicators. We’d prefer to focus on the things we can control, working hard to achieve strategic and operational excellence. The retail landscape has always been dynamic, but the pace of change continues to gain velocity -- the customer is changing; there’s a new definition of luxury; a new definition of value; a new set of values; and of course, there’s the Internet, which I’d call the single largest, most disruptive change of our generation. With change comes opportunity and I believe our organization is well positioned to mine that opportunity and successfully transform our business for the next generation of consumers. Our team has proven that they are adept at driving profit in the face of challenging fundamentals and they are similarly committed to growth, with continued focus on four main strategies: increasing productivity in all of our core businesses; elevating the penetration of direct-to-consumer sales to company sales as a whole; driving international expansion; and adding new brands to the URBN portfolio. None of this happens without people -- without a deep, tenured, aligned and committed team. As I look back over the last year I am profoundly grateful to Dick, to our board and to our employees. We were fortunate in that we entered the challenging environment with strong fundamentals, an exceptional operating model, deep cash reserves, and most importantly, a world class organization. I strongly believe that, appropriately managed, challenging times generate renewal and strength, including heightened discipline and greater creativity, and I believe that our third quarter results illustrate our progress in that regard. Our company’s overarching goal has been constant and simple: to grow revenue by at least 20%, to grow profit at a faster rate than sales, and to reach a minimum of 20% operating margin. As always, the leadership team and I look forward to continuing to inspire our customers and reward our shareholders and employees alike. I will now open the call to questions, and in the interest of time management, I ask each of you to limit yourselves to one question. Thank you.

(Operator Instructions) Glen T. Senk: Before we actually begin the questions, I’m just going to ask John to take care of some housekeeping issues, questions that typically come up, so we are going to try to anticipate them. John. John E. Kyees: Okay, several figures that I think you all are interested in -- selling square footage at the end of the quarter, Urban was 1,419,206; Anthropologie was 984,910; and Free People was 45,652. In addition to that, depreciation for the quarter was $24 million, taking us year-to-date to $69 million and the CapEx for the quarter was $27 million, taking us to a year-to-date number of $84 million, with a projected year-to-date CapEx of somewhere between $120 million and $130 million. Thanks, Glen. Glen T. Senk: Okay, Patty, thank you.

Our first question comes from Michelle Clark of Morgan Stanley. Michelle Clark - Morgan Stanley: John, I was hoping you could break down for us the components of gross margin and how that compares to second quarter. Thank you. John E. Kyees: Michelle, we continued to have a strong mark-up performance with an offset in markdowns. The markdowns were a little better than the second quarter in comparison and the markup was a little better. Michelle Clark - Morgan Stanley: Okay, and then leverage on occupancy? John E. Kyees: Occupancy delevered slightly. Michelle Clark - Morgan Stanley: And the leverage point there, John? John E. Kyees: It looks like -- and that’s somewhat of a tricky number because of our growth of direct. Occupancy appears to be deleveraging at flat comps but obviously that’s very hard to do. But it’s a product of the direct business growing as a percent of the total. Michelle Clark - Morgan Stanley: Great, thank you.

Our next question comes from the line of Janet Kloppenburg of JJK Research. Janet Kloppenburg - JJK Research: Glen, I was wondering if you could talk a little bit about the success of the new product at Urban Outfitters developing in-house and if the design team you think is running at full speed there or if there is a lot more opportunity not just in terms of raising the level of private label products or uniquely designed products by Urban but if you think that there is an opportunity there for this product to drive comps and margins going forward. Glen T. Senk: Janet, Ted is just to my left so I will ask him to take that question, thank you. Tedford G. Marlow: Yes, Janet, the one thing I would call out related to -- since you didn’t really want to focus on the penetration piece related to the private branded product, I think our creative team has done great work behind the development as it pertains to going into this next year. We have strong brand book portfolios that have been crafted for each individual internal brand, creating really good I think visual territory for our design team to design into. We are in home today with the catalog for holiday. There is a very nice representation of internally developed product in that book. That should be at your house I would think some time before the end of the week. I think the product in the book looks quite good and the mood of the product mix for holiday as well feels appropriate to me. We continue to pressure the design penetration and the mix and that will be no different than our plans as we go into this next year as we are now finalizing that work in regard to our budgets for 2010. Janet Kloppenburg - JJK Research: What is going on on the accessory front, Ted? Tedford G. Marlow: We have hired -- we have just recently and this is within the last few weeks, we have hired in two people to join us in regard to design, develop accessories and we are now looking to put work through the design process in that piece of our business as well. Janet Kloppenburg - JJK Research: Are you optimistic that business can pick up? Glen T. Senk: I think, Janet, I’m going to try to keep to the one question rule, so let’s take that offline. Thanks.

Our next question comes from the line of Michelle Tan of Goldman Sachs. Michelle Tan - Goldman Sachs: I noticed a lot of the improvement in your sales trend has come on the transaction side. I was wondering if you could give us any color on how you feel about traffic trends throughout the quarter and then remind us of when and how steeply traffic fell of last year around this time? Glen T. Senk: We don’t have traffic counters in our stores so we have to use transactions counts as a proxy for traffic, so I think -- either that or conversion, so obviously we either had positive traffic, positive conversion, or some variation thereof. With regard to the comps, we -- the comps last year were relatively constant. In fact, they dipped a little bit in September and they were quite strong in October last year. This year, as we said, they got progressively better month to month and turned positive in September and of course October. John E. Kyees: The other comment I would make is that transactions last year were up 8% in the third quarter, so this isn’t a plus 5 against a bad number.

Our next question comes from the line of Connie Wong of Wedbush Morgan. Connie Wong - Wedbush Morgan: Glen, I was wondering, or maybe someone can comment on the inventory breakdown by concept between Urban Outfitters as well as Anthropologie and then Glen, if you can kind of talk about what specific categories are working that had worked in the quarter for both divisions? I think you had highlighted accessories for Anthropologie and then both women’s and men’s for Urban Outfitters. Thank you. Glen T. Senk: Sure. The inventory on a cost basis was lowest at Urban and slightly less low at Anthropologie, if that makes sense. In units, however, it was actually -- the unit inventory was low at Urban but lower at Anthropologie. I want to reiterate how comfortable we are with our inventory. I said for call after call that we plan our inventory not based on comp run-rate but on weeks of supply and we have had a very strategic goal of reducing our weeks of supply for several years and as I said in my prepared remarks, we’ll continue to focus on reducings weeks of supply because we think it gives us -- our customers a better customer experience if we can get the right product in the right place at the right time, the stores handle the merchandise less frequently, and of course it also impacts maintained margins, so that is something that happened prior to last year’s economic tsunami and it is something that we will continue to focus on. With regard to trends by category, that is not something that we generally like to go into other than to give you high level views. As I said in the prepared comments, at Urban the apparel business was the strongest category both in men’s and in women’s. At Anthropologie, the accessory category was strongest but women’s was also quite strong at Anthropologie.

Our next question comes from the line of Christine Chen of Needham & Company. Christine Chen - Needham & Company: I’m wondering, how do you balance planned promotions now that you have much lower sourcing costs on your own brands versus just opening lower opening price points, and what is more effective in converting the consumer and getting traffic into the stores, and does it differ at Urban and Anthropologie? Thank you. Glen T. Senk: Christine, that’s a good question because it gives me an opportunity to talk about our strategy -- we do not plan promotions. Ever. I would say one exception is we put upholstery on sale at Anthropologie twice a year for roughly a four-week period and that is kind of an industry average. Other than that, we do not use promotions to drive business. We use inventory newness, marketing events, social media, visual merchandising. We use all of the levers that we believe build our brand over the long time. And those historically have been very, very positive for us. Of course, the best thing is whatever is hot at the moment and communicating to our customers in an effective way.

Our next question comes from the line of Adrienne Tennant of FBR. Adrienne Tennant - Friedman, Billings, Ramsey: My question is on the store count -- since the beginning of the year to the end, the store count has actually come in for this year. I was wondering how many of those rolled over into ‘010 and is that because you are being much more aggressive about the deals that you are striking? Glen T. Senk: We absolutely opened or will open for the year less stores than we expected to and you are correct -- when the economy reset, we did a very, very hard look at our occupancy, our build-out costs and so on, and we laid a line in the sand and where people met us, we worked with them. Where they didn’t meet us, we didn’t work with them. I don’t think it would be accurate to say we rolled over openings into next year but I think we all feel fairly comfortable that we will get back to our targeted number next year. We have quite a few deals in the pipeline. As I said, I’ve said in many kind of question-and-answer periods, I think the landlord community maybe were a little bit slower to react to this economic reset than many other people whose services we buy and utilize but I think that there is more clarity around that at this point in the landlord community. Adrienne Tennant - Friedman, Billings, Ramsey: Is that targeted number, is that the number closer to 50? Glen T. Senk: Yes. Adrienne Tennant - Friedman, Billings, Ramsey: Okay, wonderful. Thank you and good luck.

Our next question comes from the line of Jeff Black of Barclays Capital. Jeff Black - Barclays Capital: Glen, can you just talk a little bit about Free People and particularly the stores which were down in line with what you said the wholesale business is down -- are there any changes you are contemplating there? Do we need to make changes there? Just a little bit on the store side of the business. Thanks. Glen T. Senk: Yeah, and normally I would ask Meg to respond but she is out with the stomach flu today so Meg, if you are listening, I hope you feel better. Let’s remember if we look at Free People, I don’t remember the exact number but I think they had over 20 quarters of double-digit comp increases and I am looking back in quarter 3 last year -- in fiscal 09 they were a 4 comp; in fiscal ’08, they were a 16 comp, so they were up against tremendous business and tremendous productivity. Nevertheless, I think what Meg would say and I would certainly support is that we from a merchandise content point of view, we are slightly off brand at the beginning of the year. I think if you look at the most recent catalog or go into the stores now, I think they look more on brand than they did three or six months ago. The other thing I would say is I think that the wholesale group did a better job with their assortment and inventory management than the retail group did. That’s true for the direct group as well. So the wholesale business and the direct business was better than the retail business I think because they chose better product from the assortment and they bought it better. The real issue, getting it back on brand, I think Meg was aware of earlier in the year and has appropriately adjusted and we are as optimistic and as enthusiastic about the prospects for Free People as we have ever been.

Our next question comes from the line of Lorraine Hutchinson of Banc of America Merrill Lynch. Lorraine Hutchinson - Banc of America Merrill Lynch: How should we think about SG&A growth when comps turn positive and how much variable cost should we expect to come back into this line item as things improve? John E. Kyees: About 30% of our SG&A is variable, so next year depending on comps and depending on the actual store growth, you will see SG&A grow faster than this year just because our sales will grow better, hopefully, and our store growth will be larger. But I think at this kind of level, you can expect this number of around 5% of the comps are where they have been on the SG&A or the store growth has been where it’s been currently, so you can kind of do the math on next year.

Our next question comes from the line of Kimberly Greenberger of Citigroup. Kimberly Greenberger - Citigroup: John, I just wanted to follow-up on Lorraine’s question and specifically talk about the fourth quarter -- I think last year the fourth quarter was when you started cutting back on SG&A pretty aggressively and if I remember correctly, there was even a reversal of a bonus accrual that benefited fourth quarter so I am just trying to figure out how to think about fourth quarter SG&A this year and what the swing factor might be on incentive comp. John E. Kyees: I think you are correct in your assumptions. Last year there was a bonus reversal, as we had accrued to a stretch bonus throughout the first nine months and then the fourth quarter fell apart on us and we weren’t able to pay that bonus. This year I would expect SG&A to grow somewhere in that -- depending on comps again, if the comps are up, we would expect SG&A to grow more than it has any quarter this year and this quarter grew 8.8, so you would probably assume somewhere in a double-digit SG&A growth in fourth quarter and probably into next year as well.

Our next question comes from the line of Edward Yruma of Keybanc. Edward Yruma - Keybanc: Cash balance continues to build and I know that certainly your flexibility has served you well in this environment but given that the environment looks to be stabilizing, how should we expect you to think about uses of cash going forward? Thank you. Glen T. Senk: Ed, I don’t think -- we’ve talked about the possibility of an acquisition. We’ve said that it is a possibility, not a probability. If we were to do an acquisition, it would likely be relatively small and but again, I don’t want anyone to assume that we are doing anything or have any plans to do anything. Other than that, we are authorized to do a stock buy-back -- that’s always something that the board looks at every quarter and other than that, we are just glad we have cash in the bank right now. I think that when I look at how many of my peers have managed their business over the last nine months, they have been very, very defensive and what I tried to make clear in my prepared remarks is we have invested large amounts of money in our business in very strategic ways and we are realizing the benefits of those strategic investments. Andrew McLean, James Bidwell, and Hugh Walla have been firmly ensconced in Europe since the beginning of the year, two of them without any revenue to leverage their expense base, their staff as well. We have new offices there. We are in the process of bringing logistics in-house. We have invested deeply in systems, some of which are yet to come online. We have made investments in our websites. We have made investments in design, many of which have yet to hit the stores. So this is I think -- when I think about what this economy and environment has done for us, it’s really given us an opportunity to utilize our cash in ways that many of our peer groups weren’t able to do and that was a very positive thing, so I am very thankful that we had that money.

: Brian Tunick - J.P. Morgan: Maybe, Glen, just trying to take some of your comments earlier about this disruptive online business of our generation, just trying to understand from your perspective maybe how big ultimately do you think that can be for Urban Outfitters as a company and with the returns that you are getting that seem to be so much better than the four wall returns of stores, does it change your view of the ultimate number of stores you or anyone in retail should be operating? Glen T. Senk: Great question and I think for those of us who pay attention to what is going on, it is quite staggering. I looked at some statistics this morning -- as of the beginning of February, there were 175 million Facebook users. There are 3 billion minutes spent on Facebook every day. There are 850 million photos posted to Facebook each month. We have relatively young Facebook pages for each of our brands and in just a few months, we have over 208,000 fans on our Facebook accounts that communicate with us daily. And Facebook, remember, I hope they are here a few years from now but who knows, because this is moving at warp speed. Whatever happened yesterday may not even be there tomorrow and it’s very, very exciting. I mean, another way to think about this is word of mouth on steroids. I happened to be in the London store, London Anthropologie on the day it opened and there was a well-known blogger who blogged about it I think at about two o’clock in the afternoon and by that evening, she had over 5500 hits on her website. So think about how long it would have typically taken that information to get out. And there’s a tremendous opportunity for retailers -- not just retailers, for anyone who has a brand or a service to use this mechanism to their advantage but it does I think profoundly impact the way you do business. Now, we do get a higher ROI on our direct to consumer business than our brick and mortar business but our brick and mortar business is very, very profitable. So I don’t think we would stop growing one to the exclusion of the other, although I think that -- and I don’t want to necessarily nail myself down with a direct to consumer penetration number but I think it is likely we’ll grow direct to consumer far faster than we grow our brick and mortar business. Anyway, I think -- John, do you want add anything? John E. Kyees: It probably reinforces the whole concept, Brian, that we want to limit the number of Anthropologie stores in North America to 250, the number of Urban stores in North America to 250. I think that all plays into this direct business and the strategy that we have developed.

Our next question comes from the line of Stacy Peck of S.P. Research. Stacy Peck - S.P. Research: Actually, my question was partially on direct as well -- the momentum that you are seeing in that direct business, does that have any parallel at all to what you saw in the retail business? In other words, did Anthropologie outperform or does it mean that maybe some of the Urban customer is shopping more online and could that mean something for comps? And could both of you kind of talk about how you feel about the momentum in your business heading into Q4 and then Glen, just touching on your inventory comment, given the speed now with which you are operating, could you if the business were there do double-digit comps with the kind of inventory investment you are talking about? Glen T. Senk: That sounds like more than one question but I will try to answer what I can -- with regard to the direct business, surprisingly it doesn’t always correlate to the retail business. Sometimes it does, sometimes it doesn’t. Now we don’t traditionally give color on our direct business by brand so I won't do so today but let me remind everyone that I said the direct business was double-digit comp in all of our businesses, so -- and also let me remind you of the numbers; a 21% increase in fiscal 10 for the third quarter against a 41% increase in fiscal 09 for the third quarter against a 30% increase in fiscal ’08 for the third quarter. So that’s a 21 on top of a 41 on top of a 30, so that sounds good to me. With regard to momentum, Glen Bodzy, our Chief Counsel, is sitting to my left and I think would put his arms around my neck if I made any comments regarding forward-looking statements so I won't answer that. Stacy Peck - S.P. Research: I’m not asking that, Glen, I’m asking how you feel about your assortment momentum going in -- I’m not asking for your comp, because I know you don’t -- Glen T. Senk: Well, I think -- I don’t want to grade the assortments. I know I’ve done that a couple of calls ago and I said last time that I am not going to do that, I regretted doing it but I always say go into our stores, if it is on the floor at regular price, it probably means it is selling and we love it and if it is not, it probably means it was a mistake. And so Stacy, you in particular I know are a fantastic read of the stores so you can probably tell me how the stores look. With regard to inventory, again I don’t want to make a forward-looking comment regarding business -- I will reiterate that Ted, Wendy, and Meg and I are all very, very comfortable with our inventory position.

Our next question comes from the line of Neely Tamminga with Piper Jaffray. Neely Tamminga - Piper Jaffray: Just two quick questions here -- out the door AUR for Q4, conceptually the two-year trend is running, implying that you are going to see some upside in Q4 -- just wondering if you could comment on if that is how you are planning the out-the-door AURs, Glen. And then John, just how are the final CapEx plans coming in for this year, and any sort of early thoughts as to what CapEx for next year could look like? Thanks. Glen T. Senk: I’m being nice to you guys -- I’m letting you ask two questions here, please. On the AUR, I mean, it was kind of flat and I would just assume it is going to be kind of flat. It’s unusual if you look at our AUR over the last several years, it’s unusual for it to mover more than a point [inaudible] in total at any one time and I would just assume that. John, I’ll give you the -- John E. Kyees: The CapEx number that I gave at the beginning was that it would be somewhere between 120 and 130 and next year probably closer to 140 if we open 50 stores.

Our next question comes from the line of Paul Lejuez of Credit Suisse. Paul Lejuez - Credit Suisse: Just wondering how much of your direct business increase was driven by a pick-up in international orders? And I guess specifically wondering if you saw a pick up around the Anthropologie opening in the U.K.? Glen T. Senk: Paul, again we don’t break out business by region but I would say just in general, we are very early stage with international. There is an Anthropologie.co.uk website but it is not for e-commerce yet. It’s just for information. It will go live early next year. So there’s been a -- you know, as I said in my prepared remarks, there’s a tremendous amount of chatter on the blogosphere on both Urban Outfitters and Anthropologie in Europe but in terms of the actual business itself, it’s relatively insignificant now but it’s certainly something that we believe has a lot of potential.

Our next question comes from the line of Sam Pinella of Raymond James. Sam Pinella - Raymond James: With respect to store growth, can you give us the openings by divisions for the fourth quarter and then thinking about the 50 potential for next year, will you still continue to be maybe a little bit more conservative with Free People openings? Thank you. Glen T. Senk: John, do you want to? John E. Kyees: The openings for fourth quarter will be three Urban North America, one in Europe, four Anthropologie in North America, so a total of eight in fourth quarter. And next year, the breakdown by brand is going to be kind of consistent -- we’ll see Urban, Anthropologie, and Free People all in that range of 15 to 20 stores.

Our next question comes from the line of David Berman of Berman Capital. David Berman - Berman Capital: I’ve not much left to ask you but I just want to ask you about the balance sheet here -- you’ve got about $600 million in cash, roughly 400 of that in marketable securities. Have you guys talked about where it is in marketable securities, what you mean by that? And also, what are the chances of getting a dividend of something like $0.30, $0.50 a year, which would be about a 1.5% yield, you know, so pay a dividend given the consistency of your business? Glen T. Senk: I’ll let John answer the first part of the question. John E. Kyees: We’ve pretty much left all of the investments in very secure investment structures, like money markets that may be [top] guaranteed, pre-refunded bonds and treasuries and those aren’t drawing great interest rates but they are very secure and that is the way I would -- that is the way we are leading, at least for the time being. It does have a negative impact on our tax rate by about 100 basis points because it’s taxable rather than being non-taxable historically. In terms of dividends, we’ve never really -- we always discuss use of cash in every board meeting. We’ve never come to a conclusion that a dividend was a bright thing for us to do at this point. David Berman - Berman Capital: But you’ve now got almost $4 a share in cash and the cash is growing really fast so you’ve got to start thinking about what to do with it. John E. Kyees: We definitely are thinking about it. Glen T. Senk: David, I answered that question a few questions ago -- I mean, there are -- I’ve said consistently that we see ourselves as a portfolio of companies and we will be investing in new businesses either through acquisition or through internal development. As John said, this is something the board talks about every quarter. I think it’s unlikely that a dividend is in our future, at least at this point. We like to think of ourselves as a growth company. We have certainly been a growth company. We like -- I think we like the protection that the cash balance affords us as a growth company. David Berman - Berman Capital: Okay, and inventories have come down dramatically to 70 days from 80, which is a bit impressive. Is there something specific that you have done in the quarter that has resulted in -- internally, what have you been doing to get the inventory days so well-controlled? Glen T. Senk: David, I think since that’s a follow-up question, I’ll ask John to follow-up with you offline. Thanks.

Our next question comes from the line of Barbara Wyckoff of Jesup & Lamont. Barbara Wyckoff - Jesup & Lamont: I guess this question is for Ted -- can you talk about sort of the results qualitatively in Europe, the European stores, which are a little newer than the U.K. stores and are there big differences in what you are selling there versus the U.S. and I guess could you comment on the profitability of the European channel? Tedford G. Marlow: Sure, Barbara. The European business overall for the year as well for the quarter has been treating us pretty well. If I back up to when things got difficult at the end of last year, there were a few countries that were experiencing some really bumpy water in regard to their sales performance. As it’s baked out coming through this year, essentially there is one market, that being Ireland, that is the biggest challenge. The other markets have been performing well, so that’s not only U.K. but as well the business that we are operating in Denmark, Sweden, Germany, and Belgium. All of those stores are beating their plan for the year and contributing nicely. In regard to the trends in the business over there, they do evolve a bit differently, both in the women’s as well as the men’s business. The apparel businesses, however, in that market are the strongest businesses, as they have been in the United States. The women’s business as well as the men’s business are both in a healthy place and lastly, the profitability of the business, the team that we have operating in Europe has done a very good job. We weathered the retirement of a managing director last year, posted a very nice bottom line in the business and it looks like we are heading to the same place on this year’s results as well.

Our next question comes from the line of Margaret Whitfield of Sterne, Agee & Leach. Margaret Whitfield - Sterne, Agee & Leach: I wanted to talk about the newer concepts, if you could give us an update on Terrain in terms of how it is going and the bottom line impact for Q3 and the year. And Leifsdottir, you indicated you plan to accelerate the growth -- I wondered if that was within wholesale or through perhaps a standalone store. And I saw a children’s apparel in the latest Anthropologie catalog -- should I read anything into that? Thank you. Glen T. Senk: Okay, I’ll give the qualitative color and then I’ll let John talk about some of the math. With regard to Terrain, what I’ve said consistently is that it feels like -- to me, it feels like Anthropologie did early stage. You go there, you watch customers walk on to the site and they just smile and their shoulders drop and they don’t want to leave. Having said that, it’s not doing the kind of business that we’d like it to do and we are working on that. When I joined the company almost 16 years ago, you could say the exact same thing for Anthropologie and it took us three years of very constant and iterative change to get the store productive and profitable. So I would say that the jury is still out on Terrain although anecdotally, the customers love it. With regard to Terrain, with regard to Leifsdottir, quite frankly it’s in an area that we -- that’s a little bit more of our comfort zone, women’s apparel and wholesale, so I think it was a little bit easier for us to understand how to be productive quickly. And it has been productive quickly -- I think it is one of the better resources on the floor in the 100 doors that it is in. I think there is a good chance -- we are not ready to make an announcement yet but I think it is likely that we will begin a retail expansion for the concept. I think it is likely that we will introduce new categories. We have always seen it as a tightly distributed line so as I said, we are in about 100 doors now. I think we are in roughly 31 Nieman-Marcus doors. We’re in the Bergoff-Goodman door, we’re in seven to nine Bloomingdale’s doors, maybe 30 or so Nordstrom doors, and then a bunch of specialty accounts. Hopefully that adds up to 100. And I don’t -- other than adding specialty doors and international distribution, I don’t see growing it in many more doors in America. But we do think, I think that it can be a very meaningful business for the company. I am very, very excited by how quickly it has gotten off to a start. I happen to -- I just googled it this morning and I didn’t check all 86,000 entries but when you type in Leifsdottir on Google, I think roughly 86,000 entries come up, so it’s staggering to me how quickly it’s become a brand. And with regard to kid’s, that is something that Anthropologie has done every fall holiday I think for what, Wendy, 10 years? Yeah, so I wouldn’t read anything into it. We are, however, as a company, we are working on new businesses to incubate. If you think about what our company is going to look like five to eight years from now, I think it is likely that we will be comprised of a minimum of six to eight brands. With regard to the financial impact, we won't give too much color but I’ll let John give some highlights. John E. Kyees: I would just point out that as Glen mentioned earlier, we have a number of concept tests underway. Anthropologie Europe was an investment this year, which we didn’t expect to make money, given the fact that we didn’t open the first door until the end of October. You have Leifsdottir, which is turning the corner very nicely but in the early stages of the year was still unprofitable. And we have Terrain and all of those will probably contribute less than $0.03 to a negative P&L impact on a bottom line, so it’s a kind of scenario that I think is very smart for a business like ours that has a growth objective to be continually out there testing. Glen T. Senk: But $0.03 on an annualized basis. John E. Kyees: On an annualized basis, yes. Margaret Whitfield - Sterne, Agee & Leach: But Glen, could you comment on the new categories you are thinking of for Leifsdottir? Glen T. Senk: I would rather not talk about it now. I think that it’s likely you will hear about it in the next six weeks.

Our next question comes from the line of Roxanne Meyer of UBS. Roxanne Meyer - UBS: My question is on the web -- it is clear you are investing in talent and technology to take your web to the next level and I noticed that you announced a new platform earlier this week and it looks like you’re -- and you can definitely please correct me but trying to implement virtual technology, virtual inventory, which very few of your peers currently have. So I’m just wondering when you look to put this in, how you think about the risks of this implementation, and what do you think have been the lost sales opportunity from running out of key styles, both in the web and in the stores, up until now? Glen T. Senk: I will ask Calvin Hollinger to answer the first part of that question and I think I will ask God to answer the second part of the question. I mean, we have no idea but I will ask Calvin to answer the first part of the question. :

I think the announcement you saw earlier this week was the [Sterling commerce] announcement. What that is is a single SKU initiative. As you may know, we run wholesale, retail, and direct with three different SKU numbers. We want to combine to a single SKU to have inventory visibility across the enterprise so we can better fulfill across channel to customer more consistently. That was the announcement you saw this week. We just kicked that off. I expect it will be 18 months before we can deliver that solution. Roxanne Meyer - UBS: Great, and do you have to -- are you running two different systems simultaneously? I guess how does that impact the way that you manage your inventory? Glen T. Senk: Right now, we run three disparate systems -- one for wholesale, one for our direct to consumer, and one for our retail business. And it’s likely we will continue to run disparate systems but we will have a new system, an overlay that allows the merchant team and the inventory management team to look at a single SKU across all businesses and manage it that way and move inventory back and forth more easily. It will also allow the customer to look at it across multiple channels, so that if you are in a store and you want something and it’s not in stock, you’ll be able to instantly understand whether or not another store or the direct to consumer business has it and be able to place the order right then and there. The same holds true if you want to buy something on the web and it’s not in the web. So it’s really -- you know, one of the things we talk about all the time is to not have the same experience across our retail store and the web because they are different channels with different functionalities but to have the same brand experience and to have a consistency. So if a product is called something, it should be called something across all channels. If it is priced a certain way, it should be priced constantly across all channels and so on.

Our next question comes from the line of Erika Maschmeyer of Robert W. Baird. Erika Maschmeyer - Robert W. Baird: Could you talk about the profitability for your international business as a whole, the expected trajectory for that, goals, and then your expected growth internationally next year, kind of the number of stores that might make up the 50 to 60. Glen T. Senk: We’ve never broken out profitability by region. What we have said is that we started making money internationally, John, four years ago? And that we achieved an ROS north of 10% a couple of years ago. We’ve also said that it’s not as profitable as the business in North America but that we think we have clarity around what we need to do to get it there. I will remind everyone that virtually every shared service function is third-party service provided now, so logistics, some of our construction, maintenance, things like that. So as we make investments and bring those things in-house, I think we will be able to improve our quality of execution and significantly reduce our costs. I think generally if we look at the 17 stores in the Urban portfolio, I think it’s fair to say that probably two-thirds of them are in retrospect larger than we would like. I think also we probably spent more money to build those stores than we would spend today. If you look at the Regent Street Store, you look at the new Urban stores, that have opened this year, I think they are sized right and their construction costs are more inline with the total company. I think the economic model is not going to look the same as North America but I think long-term, it can be -- the bottom line can be neutral to North America.

Our next question comes from the line of Eric Beder of Brean Murray. Eric Beder - Brean Murray, Carret & Co.: Could you -- you know, you’ve talked before about M&A and [acquisitions] and you have a number of decent concepts who were good concepts already yet fledgling ones -- what are you looking for for your M&A, either in terms of -- what are you looking for in M&A to add to the mix that you don’t have now or to drive the business that you don’t have now? Glen T. Senk: You know, that’s a tricky question so I am going to answer it carefully. I think regardless of whether or not we acquire a business or develop a business internally, it has to hit certain requirements. It has to be something that the executive group is passionate about because we have a very personal connection to everything that we do. It has to be something that appeals to a similar customer profile, so we see our core competency with regard to a certain demographic and [cycographic]. If you think of the beginning of this company, it started, the company started on the University of Pennsylvania campus, the next store was at Harvard, early stores were at NYU, University of Michigan -- it tends to be kind of an anti-mall, anti-chain customer, very highly sophisticated, understands nuance, subtleties, and it’s a customer with a strong sense of individuality. And quite frankly, I said this over and over again, it’s a customer we love and it’s a customer who largely is under-served. So whatever we do, we will target that customer. Now, it could be targeting him or her at a different life stage then what we currently do now, or it could be targeting a different category than what we currently offer. So we are obviously also consider size of business, level of profitability and as I said going back to the first point, it’s got to be something that we are proud to be associated with. And so I would say that those requirements are no different for external acquisitions or internal acquisitions. We are always looking for something that is going to be accretive to the business and -- anyway, that’s it.

Our next question comes from the line of Marnie Shapiro of Shapiro Partners. Marnie Shapiro - Shapiro Partners: Shapiro Partners -- that’s a new one. Congratulations and I don’t mean to obsess about this but the market has changed out there. You talked about credit getting tighter. We saw what happened with CIT, so it feels to me that your company has an interesting position and a desire to grow and incubate ideas. So can you talk a little bit about with credit being tighter to start businesses, which makes it more difficult to not only start it but with credit being tighter for specialty stores and boutiques, as you’ve talked about over the last several quarters, is your thought process more on the retail side or should we think about it in the way you thought about Leifsdottir, launch in just department stores, keep limited distribution? Or is everything on the table because really, the playing field and the environment is ripe for you guys to do this kind of thing right now for the first time in a long time. Glen T. Senk: Well, I would say the latter, so I would say we look at all possibilities -- retail, wholesale, direct to consumer, anything that provides the customer an experience or a product. That’s how we kind of -- as you know, we categorize ourselves really as purveyors of experiences and lifestyles, so I wouldn’t want to limit ourselves to any one channel. Marnie Shapiro - Shapiro Partners: That’s exciting and if you could just touch on Free People, you talked about Leifsdottir going into other categories, Free People to me feels like there is an opportunity at the department store still in other categories. And anything on your project in L.A., if you guys have been having fun with that. Glen T. Senk: Okay, Free People has expanded into categories. As you know, they introduced a sub brand, We the Free, which in wholesale has done very well. They introduced, they expanded their accessories offering. They have expanded their intimates apparel offering, which has done very well and I think we will continue to play in new categories but it is something that Meg and the team are very passionate about. With regard to 1520, Space 1520, it is something we are very proud of. We think it’s beautiful. Ted is continuing to play with the tenant mix and much like Terrain, the customers love it. We’ve got to find a way to make it increasingly productive but it’s something we are very happy we’ve done.

Our next question comes from the line of Jennifer Black of Jennifer Black & Associates. Jennifer Black - Jennifer Black & Associates: I wondered if you plan on expanding any of your partnerships with exclusive product to you -- you’ve done an amazing job, for example, with AG and denim and cords. Thank you. Glen T. Senk: This really -- you know, I’ve got to credit Dick with the idea of having a balance between market product and owned/designed product and it’s -- I think the concept for our company is if not as valid probably more valid than it’s ever been. There is so much talent in the market. There is so much expertise. We have kind of zero tolerance for arrogance in the organization. We would never think that we know everything when it comes to design, manufacturing, pricing, you name it -- AG is a great example. They are just extraordinary at fit, at fabric, at wash, and at making pants that customers love, so we love working with them. And the good news in the market is that there are very few companies now that have the kind of store base and buying power we have, so it’s a win-win really for everyone and it’s something that Ted and Meg and Wendy and I are all very excited about and we plan to continue to emphasize it. Jennifer Black - Jennifer Black & Associates: Great, and then as a follow-up, I wondered if there was anything new with your CRM initiatives? Thanks. Glen T. Senk: The CRM initiative, and again, it’s good for me to talk about this so I’ll answer the second question, but the CRM initiative, we are really in the beginnings of phase two on our database and I’ll turn it over to Calvin to talk about the technical side of that and then I’ll touch on the marketing side of it.

[inaudible] CRM initiative is the marketing database where we can get a holistic view of the customer across all channels. As you know, we have about 20% of our transactions online, so we only have a limited view of our customer base today. We just completed the requirements and design stage. We will begin developing in the next couple of weeks and I think it will take us until Q3 or Q4 before we can deliver a customer marketing database. Glen T. Senk: Okay, but to -- I want to reemphasize or emphasize what Calvin said -- CRM is a subset of the database. What the database will do is it will give us a single view of every customer who chooses to sign up with us across all channels. So right now, the only information we really have is on our direct-to-consumer customers, so roughly 80% of the transactions kind of go unmeasured right now. When we have this database that will give us a view on potentially 100% of the transactions, if everyone chooses to sign up with us, and my instinct says that a large majority of our customers will sign up with us. CRM is a -- you need the database to enable CRM. CRM literally stands for customer relationship management so it’s one part of how you use the database. I will use this again as an opportunity to say that it will not be a loyalty program. It will be a program that allows us to do a better job for our customers. The database will give us more insight into what our customer wants when she wants it, how she wants to be communicated with, and through the database, CRM, and other marketing elements, we will be able to micro-manage our relationships with our customers so that we give each segment, each discrete segment exactly hopefully exactly what she wants or he wants.

Our next question comes from the line of Robin Murchison with Suntrust Robinson Humphrey. Robin Murchison - Suntrust Robinson Humphrey: Just real quickly, Anthropologie London, I know it’s new, probably not a lot of data that you want to share at this point but I’m wondering if there is anything you can share with us in terms of the traffic, U.K. versus the continent. I believe you are thinking provincially it will sort of settle into a 50-50, particularly for that tourist location. Are you seeing anything yet that you can share with us? Glen T. Senk: Robin, I’m not clear what you mean -- do you mean 50-50 local/tourist or -- Robin Murchison - Suntrust Robinson Humphrey: Yes. Glen T. Senk: Yeah, that’s too soon for us to know. I will reiterate what I said it the prepared remarks -- it was the second largest opening in the company’s history. Unbelievable kudos to James Bingwell, Andrew McQueen, Wendy Wurtzburger, Wendy Brown McDevitt, Brandon Lynch, Denise Albright, James Smith, Kristen Norris -- there were so many people who worked on that store and I was there on opening day and it’s always easy to focus on the things that you can do better and I caught myself and I said oh my god, this is like watching Lance Armstrong and thinking that I can get on a bicycle and do the same thing. There are so many layers of complexity that went into make the store open the way it did and it seemed so seamless and so easy and so beautifully executed, so my gawd, kudos to that team. And we are thrilled -- I mean, we were all sitting on pins and needles and it is absolutely too early to draw any finite conclusions but we were all sitting on pins and needles to see how the customer would respond to the store and she obviously responded well to it. The other thing, and I talked about this to those of you who were able to visit, so I’ll talk about it now, is the store opened with about 80% of common assortment with our American stores, so -- and it sold the way it was bought and for -- the exciting thing for me with that information is that it will allow us to move more quickly in Europe than we originally anticipated we could move, because we will need less European specific product, or it appears as if we will need less European specific product. So I am very, very excited. The other thing Ted was kind of nudging me earlier to talk about when we talked about profitability in Europe is the size of the Internet business, or what we believe the potential size of the Internet business is there. Remember the size of the European apparel market is actually larger than the size of the American apparel market but it is a much more fragmented geography, so we don’t believe that we can have as many stores in Europe as we can have in America but we are hopeful that we can mine a lot more direct-to-consumer business through a really effective commerce strategy and we are working fast and furious on that. A gentleman named Michael Robinson who actually started URBN in the direct business 11 years ago, and ran Anthropologie Direct in North America until recently just moved to London and he is starting Anthropologieeurope.com and he is working with Hugh and Hugh’s team to make sure that we are doing everything that we have done so successfully in America in Europe and we are very, very excited about the prospects there.

Our next question comes from the line of Dana Telsey of Telsey Advisory Group. Dana Telsey - Telsey Advisory Group: Can you just talk a little about as we think about beyond the top line the margin drivers, I know you have talked about the new store opening cost construction, that’s gone down. What are the other levers that you are looking to that you learned from this past year as you look into 2010 and beyond that gets you to hit higher operating margin targets? Thank you. Glen T. Senk: Dana, the company has four areas of focus -- I touched on this briefly in the prepared remarks. The first, and I think most meaningful area, is productivity. And productivity for us means top line and bottom line and so -- and let me talk about the elements of productivity. The first element is the product itself and we have a saying, it’s not a new saying -- right product, right place, right time, right cost. So what goes into that? And what is the difference between today and where we want to be two years, three years, five years from now? There are a lot of systemic improvements we are making with regard to planning and allocation that will allow us to localize the assortment in a very productive way. We have had -- we made tremendous progress with our supply chain. When you think about supply chain, there are several components to supply chain -- there is the product development component, there is the manufacturing component, and then there is the logistics component. And we’ve made good progress on all sides of that but there is continued opportunity for us to be faster, better quality, and less expensive. Other areas of productivity -- site selection, store design, and store operations. We -- I am very, very proud of the fact that our new stores this year are as productive as our base. I think that’s a big win for us and that has happened because we have gotten more methodical and more careful with our site selection. It also has happened because Dave [Zeal], Freeman [Zowsner] and each of the brand leads have done an exceptional job of reducing construction costs while quite frankly raising the bar on design and the quality of construction. And it’s also happened by us stabilizing our comps. So I think if I -- if we can achieve -- we’ve achieved 7% comps over the last 10 years, an average of 7% comps over the last 10 years. If we can achieve 7% comps over the next 10 years, that alone will drive $1.2 billion of top line revenue and a disproportionate amount of bottom line revenue. And I don’t have a ceiling on where I think we can get our productivity -- I know our productivity ranks either at the top or amongst the top of our peer group in terms of sales per square foot, but I think it can grow still and I think that based on how we do in certain locations. I think we can make our website more productive and more productive means that you do generate more sales and margin with an SG&A rate that is lower than the revenue rate, so it means more profit. And I think we can generate more direct-to-consumer revenue by continuing to expand our product offering, by continuing to mine the social media opportunities, by continuing to enhance our websites, by continuing to look at the way we fulfill our orders and so on. So I quite frankly couldn’t be more excited about both the top line and the bottom line opportunities for the company. The one other thing I will touch on that was embedded in your question is, is this last year has been a real learning experience for the company and for me and I want to thank people like Bob Ross, our Executive Director of Finance, who really put the screws to the organization, and I mean that in a positive way, to make sure that we were not over-paying. And I’ll talk about -- one category I won't name the category but there is a single category of supply -- it’s not merchandise, that the company has been a user of for the last several years and Bob and his group -- I also have to thank Matt [Kanast] for this, saved north of $3 million on an annualized basis with the existing supplier base this year, and that’s a very high percentage to the total buy. And that is one example. As I’ve said on prior earnings call, there is not an area of our business that we have not looked at -- whether or not it is wive’s tail or not, I am very inspired by the Walmart story that they installed magnetic doormats in their jewelry repair rooms and they collected gold dust, or flecks from the jewelry repairs, and annualized saved $6 million. I don’t know if that’s true or not but I have heard it repeatedly. But the point is it motivates me, because I think there are all kinds of opportunities embedded in the business that are transparent to the customer for us to save money and I think one of the really positive things in what we have gone through in the last year is it’s just made us focus on those things and you know, there’s been a part of the organization that’s done an extraordinary job and I think we will reap benefits in those regards for years to come.

Our next question comes from the line of Laura Champine of Cowen & Company. Laura Champine - Cowen & Company: I think I am 24th, so I’ll just ask housekeeping -- if Anthropologie Regent Street was your second-best store opening, what was your best store opening in history and when was that? Glen T. Senk: That was Rockefeller Center and John, that was three or two-and-a-half years ago. Laura Champine - Cowen & Company: Thank you. Glen T. Senk: And on an hourly basis, Regent Street actually outperformed Rockefeller Center. The Brits have this crazy rule of closing stores early on Friday nights, so anyway, on an hourly basis and certainly on a square foot basis.

Our next question comes from the line of Howard Tubin of RBC Capital Markets. Howard Tubin - RBC Capital Markets: Just very quickly on gross margin -- if you look at gross margin in the -- or I guess -- how are you looking at the gross margin opportunity in the fourth quarter this year and how are you thinking about it? Or how maybe should we think about it? Glen T. Senk: We certainly think a lot about gross margin in the fourth quarter but I am not going to make a public statement about that. What I will say is I will reiterate the fact that we feel very comfortable with both the composition and level of our inventory and I will reiterate again that September was better than August and October was better than September and that’s really what I can say right now. We never control gross margin. The customer controls it and hopefully she will control it to our advantage in the fourth quarter. John E. Kyees: I think the one thing, Howard, that we should say or remind you of is that last year’s gross margin was badly hammered by the circumstances of a dramatic change in sales trend. We went into the quarter, as Glen said earlier, planning $60 million more in volume than what we actually delivered because the momentum changed so dramatically. We also went into it with plus 3 comp inventory and came out of it with minus 13, so I think all those issues do not look like they are being repeated this year.

Our final question comes from Maggie Gilliam of Gilliam & Company. Maggie Gilliam - Gilliam & Company: I’ll be quick -- Glen, I was wondering if you could talk a little bit about the non-apparel portion of the business. I assume it becomes more important during the holidays and it also looks to me like a tremendous opportunity for you going forward and I just wonder if you could elaborate a little bit. Glen T. Senk: Yeah, Maggie, the home business in both of our brands does have a higher penetration in the fourth quarter than the rest of the year, more so at Anthropologie than at Urban, which I think based on the demographics, makes sense. I think that the home business at Anthropologie is healthy. At Urban, it could be better. I think from a margin point of view, what I have consistently said is you shouldn’t model anything until your margin models because to maintain margins in home and apparel are roughly equal. The [inaudible] are different but the maintain margins are the same and having said everything that I just said, if you look at the total home business to total business, it doesn’t move the needle that much. I think it is a business we love, it’s a business that we believe does a lot for the store but in terms of the financial performance of the business, we live and succeed by apparel and women’s accessories. Maggie Gilliam - Gilliam & Company: Thank you. Glen T. Senk: Thank you. Okay, thank you for a wonderful call. Thank you for all your kind thoughts and comments and I look forward to speaking with you all over the next few months. Have a great holiday if I don’t speak with you. Bye-bye.