FALSE2021Q30001336917--12-31P5DP5D0.1018589P1M00013369172021-01-012021-09-300001336917us-gaap:CommonClassAMember2021-01-012021-09-300001336917us-gaap:CommonClassCMember2021-01-012021-09-30xbrli:shares0001336917us-gaap:CommonClassAMember2021-10-310001336917us-gaap:ConvertibleCommonStockMember2021-10-310001336917us-gaap:CommonClassCMember2021-10-31iso4217:USD00013369172021-09-3000013369172020-12-3100013369172020-09-30iso4217:USDxbrli:shares0001336917us-gaap:CommonClassAMember2021-09-300001336917us-gaap:CommonClassAMember2020-09-300001336917us-gaap:CommonClassAMember2020-12-310001336917us-gaap:ConvertibleCommonStockMember2020-09-300001336917us-gaap:ConvertibleCommonStockMember2021-09-300001336917us-gaap:ConvertibleCommonStockMember2020-12-310001336917us-gaap:CommonClassCMember2021-09-300001336917us-gaap:CommonClassCMember2020-12-310001336917us-gaap:CommonClassCMember2020-09-3000013369172021-07-012021-09-3000013369172020-07-012020-09-3000013369172020-01-012020-09-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-06-300001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2020-06-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2020-06-300001336917us-gaap:AdditionalPaidInCapitalMember2020-06-300001336917us-gaap:RetainedEarningsMember2020-06-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-06-3000013369172020-06-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-07-012020-09-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2020-07-012020-09-300001336917us-gaap:AdditionalPaidInCapitalMember2020-07-012020-09-300001336917us-gaap:RetainedEarningsMember2020-07-012020-09-300001336917us-gaap:CommonClassCMember2020-07-012020-09-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-07-012020-09-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-09-300001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2020-09-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2020-09-300001336917us-gaap:AdditionalPaidInCapitalMember2020-09-300001336917us-gaap:RetainedEarningsMember2020-09-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-09-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2019-12-310001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2019-12-310001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2019-12-310001336917us-gaap:AdditionalPaidInCapitalMember2019-12-310001336917us-gaap:RetainedEarningsMember2019-12-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-3100013369172019-12-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-01-012020-09-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2020-01-012020-09-300001336917us-gaap:AdditionalPaidInCapitalMember2020-01-012020-09-300001336917us-gaap:RetainedEarningsMember2020-01-012020-09-300001336917us-gaap:CommonClassCMember2020-01-012020-09-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-09-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-06-300001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2021-06-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2021-06-300001336917us-gaap:AdditionalPaidInCapitalMember2021-06-300001336917us-gaap:RetainedEarningsMember2021-06-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-3000013369172021-06-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2021-07-012021-09-300001336917us-gaap:RetainedEarningsMember2021-07-012021-09-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-07-012021-09-300001336917us-gaap:CommonClassAMember2021-07-012021-09-300001336917us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300001336917us-gaap:CommonClassCMember2021-07-012021-09-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-07-012021-09-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-09-300001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2021-09-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2021-09-300001336917us-gaap:AdditionalPaidInCapitalMember2021-09-300001336917us-gaap:RetainedEarningsMember2021-09-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-300001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-12-310001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2020-12-310001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2020-12-310001336917us-gaap:AdditionalPaidInCapitalMember2020-12-310001336917us-gaap:RetainedEarningsMember2020-12-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-01-012021-09-300001336917us-gaap:CommonClassCMemberus-gaap:CommonStockMember2021-01-012021-09-300001336917us-gaap:AdditionalPaidInCapitalMember2021-01-012021-09-300001336917us-gaap:RetainedEarningsMember2021-01-012021-09-300001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-09-30xbrli:pure0001336917us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberua:OneMember2021-01-012021-09-300001336917us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberua:NoneMember2020-01-012020-12-310001336917us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberua:NoneMember2020-01-012020-09-300001336917us-gaap:CustomerConcentrationRiskMemberua:OneMemberus-gaap:SalesRevenueNetMember2021-07-012021-09-300001336917us-gaap:CustomerConcentrationRiskMemberua:OneMemberus-gaap:SalesRevenueNetMember2021-01-012021-09-300001336917us-gaap:CustomerConcentrationRiskMemberua:NoneMemberus-gaap:SalesRevenueNetMember2020-01-012020-09-300001336917us-gaap:CustomerConcentrationRiskMemberua:NoneMemberus-gaap:SalesRevenueNetMember2020-07-012020-09-300001336917ua:CustomerRefundLiabilityMember2021-01-012021-09-300001336917ua:CustomerRefundLiabilityMember2020-01-012020-12-310001336917ua:CustomerRefundLiabilityMember2020-01-012020-09-300001336917ua:InventoryAssociatedWithTheReservesMember2021-01-012021-09-300001336917ua:InventoryAssociatedWithTheReservesMember2020-01-012020-12-310001336917ua:InventoryAssociatedWithTheReservesMember2020-01-012020-09-300001336917ua:DomeCorporationMember2021-09-300001336917ua:DomeCorporationMember2021-07-012021-09-300001336917ua:DomeCorporationMember2021-01-012021-09-300001336917ua:DomeCorporationMember2020-07-012020-09-300001336917ua:DomeCorporationMember2020-01-012020-09-300001336917ua:DomeCorporationMember2020-09-300001336917ua:DomeCorporationMember2020-12-310001336917ua:DomeCorporationMemberus-gaap:LicenseAndServiceMember2021-07-012021-09-300001336917ua:DomeCorporationMemberus-gaap:LicenseAndServiceMember2021-01-012021-09-300001336917ua:DomeCorporationMemberus-gaap:LicenseAndServiceMember2020-07-012020-09-300001336917ua:DomeCorporationMemberus-gaap:LicenseAndServiceMember2020-01-012020-09-300001336917ua:DomeCorporationMemberua:LicensingReceivableMember2021-09-300001336917ua:DomeCorporationMemberua:LicensingReceivableMember2020-12-310001336917ua:DomeCorporationMemberua:LicensingReceivableMember2020-09-300001336917ua:UASportsThailandCoLtdMember2020-03-020001336917ua:UASportsThailandCoLtdMember2021-07-012021-09-300001336917ua:UASportsThailandCoLtdMember2021-01-012021-09-300001336917ua:UASportsThailandCoLtdMember2020-07-012020-09-300001336917ua:UASportsThailandCoLtdMember2020-01-012020-09-300001336917ua:UASportsThailandCoLtdMember2021-09-300001336917ua:UASportsThailandCoLtdMember2020-12-310001336917ua:UASportsThailandCoLtdMember2020-09-300001336917srt:MinimumMemberua:A2020RestructuringPlanMember2020-12-310001336917ua:A2020RestructuringPlanMembersrt:MaximumMember2020-12-310001336917srt:MinimumMemberua:A2020RestructuringPlanMember2021-09-300001336917ua:A2020RestructuringPlanMembersrt:MaximumMember2021-09-300001336917ua:A2020RestructuringPlanMemberua:CashRestructuringChargesMember2020-12-310001336917us-gaap:EmployeeSeveranceMemberua:A2020RestructuringPlanMember2020-12-310001336917ua:FacilitiesAndLeaseTerminationsMemberua:A2020RestructuringPlanMember2020-12-310001336917ua:ContractTerminationAndOtherRestructuringMemberua:A2020RestructuringPlanMember2020-12-310001336917ua:A2020RestructuringPlanMemberua:NonCashChargesMember2020-12-310001336917ua:LongLivedAssetImpairmentMemberua:A2020RestructuringPlanMember2020-12-310001336917ua:IntangibleandOtherAssetImpairmentMemberua:A2020RestructuringPlanMember2020-12-310001336917ua:A2020RestructuringPlanMember2021-07-012021-09-300001336917ua:A2020RestructuringPlanMember2021-01-012021-09-300001336917ua:A2020RestructuringPlanMember2020-07-012020-09-300001336917ua:A2020RestructuringPlanMember2020-01-012020-09-300001336917ua:A2020RestructuringPlanMember2021-09-300001336917ua:A2020RestructuringPlanMembersrt:ScenarioForecastMember2021-10-012021-12-310001336917ua:A2020RestructuringPlanMembersrt:ScenarioForecastMember2021-01-012021-12-310001336917us-gaap:CostOfSalesMemberua:A2020RestructuringPlanMember2021-07-012021-09-300001336917us-gaap:CostOfSalesMemberua:A2020RestructuringPlanMember2020-07-012020-09-300001336917us-gaap:CostOfSalesMemberua:A2020RestructuringPlanMember2021-01-012021-09-300001336917us-gaap:CostOfSalesMemberua:A2020RestructuringPlanMember2020-01-012020-09-300001336917us-gaap:CostOfSalesMemberua:A2020RestructuringPlanMembersrt:ScenarioForecastMember2021-10-012021-12-310001336917us-gaap:CostOfSalesMemberua:A2020RestructuringPlanMembersrt:ScenarioForecastMember2021-01-012021-12-310001336917ua:RestructuringAndImpairmentChargesMemberua:A2020RestructuringPlanMember2021-07-012021-09-300001336917ua:RestructuringAndImpairmentChargesMemberua:A2020RestructuringPlanMember2020-07-012020-09-300001336917ua:RestructuringAndImpairmentChargesMemberua:A2020RestructuringPlanMember2021-01-012021-09-300001336917ua:RestructuringAndImpairmentChargesMemberua:A2020RestructuringPlanMember2020-01-012020-09-300001336917ua:RestructuringAndImpairmentChargesMemberua:A2020RestructuringPlanMembersrt:ScenarioForecastMember2021-10-012021-12-310001336917ua:RestructuringAndImpairmentChargesMemberua:A2020RestructuringPlanMembersrt:ScenarioForecastMember2021-01-012021-12-310001336917us-gaap:CorporateAndOtherMembersrt:NorthAmericaMember2021-07-012021-09-300001336917us-gaap:CorporateAndOtherMembersrt:LatinAmericaMember2021-07-012021-09-300001336917us-gaap:CorporateAndOtherMembersrt:AsiaPacificMember2021-07-012021-09-300001336917us-gaap:CorporateAndOtherMemberus-gaap:EMEAMember2021-07-012021-09-300001336917us-gaap:CorporateAndOtherMembersrt:NorthAmericaMember2020-07-012020-09-300001336917us-gaap:CorporateAndOtherMemberus-gaap:EMEAMember2020-07-012020-09-300001336917us-gaap:CorporateAndOtherMembersrt:LatinAmericaMember2020-07-012020-09-300001336917us-gaap:CorporateAndOtherMembersrt:AsiaPacificMember2020-07-012020-09-300001336917us-gaap:CorporateAndOtherMembersrt:NorthAmericaMember2021-01-012021-09-300001336917us-gaap:CorporateAndOtherMembersrt:LatinAmericaMember2021-01-012021-09-300001336917us-gaap:CorporateAndOtherMembersrt:AsiaPacificMember2021-01-012021-09-300001336917us-gaap:CorporateAndOtherMemberus-gaap:EMEAMember2021-01-012021-09-300001336917us-gaap:CorporateAndOtherMembersrt:NorthAmericaMember2020-01-012020-09-300001336917us-gaap:CorporateAndOtherMemberus-gaap:EMEAMember2020-01-012020-09-300001336917us-gaap:CorporateAndOtherMembersrt:LatinAmericaMember2020-01-012020-09-300001336917us-gaap:CorporateAndOtherMembersrt:AsiaPacificMember2020-01-012020-09-300001336917ua:RestructuringPlan20202018And2017Memberus-gaap:EmployeeSeveranceMember2020-12-310001336917ua:RestructuringPlan20202018And2017Memberus-gaap:ContractTerminationMember2020-12-310001336917us-gaap:OtherRestructuringMemberua:RestructuringPlan20202018And2017Member2020-12-310001336917ua:RestructuringPlan20202018And2017Memberus-gaap:EmployeeSeveranceMember2021-01-012021-09-300001336917ua:RestructuringPlan20202018And2017Memberus-gaap:ContractTerminationMember2021-01-012021-09-300001336917us-gaap:OtherRestructuringMemberua:RestructuringPlan20202018And2017Member2021-01-012021-09-300001336917ua:RestructuringPlan20202018And2017Memberus-gaap:EmployeeSeveranceMember2021-09-300001336917ua:RestructuringPlan20202018And2017Memberus-gaap:ContractTerminationMember2021-09-300001336917us-gaap:OtherRestructuringMemberua:RestructuringPlan20202018And2017Member2021-09-300001336917ua:A2020RestructuringPlanMemberua:AbandonedFacilitiesAndWriteOffOfFixedAssetsMember2021-07-012021-09-300001336917ua:A2020RestructuringPlanMemberua:AbandonedFacilitiesAndWriteOffOfFixedAssetsMember2021-01-012021-09-300001336917us-gaap:ConvertibleDebtMemberua:A150ConvertibleSeniorNotesMember2021-09-300001336917us-gaap:ConvertibleDebtMemberua:A150ConvertibleSeniorNotesMember2020-12-310001336917us-gaap:ConvertibleDebtMemberua:A150ConvertibleSeniorNotesMember2020-09-300001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2021-09-300001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2020-12-310001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2020-09-300001336917us-gaap:LineOfCreditMember2021-09-300001336917us-gaap:LineOfCreditMember2020-12-310001336917us-gaap:LineOfCreditMember2020-09-300001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2019-03-082019-03-080001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2019-03-080001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2020-05-310001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2021-09-300001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2020-09-300001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2020-12-310001336917ua:CreditAgreementMember2021-09-300001336917us-gaap:LetterOfCreditMember2021-09-300001336917us-gaap:LetterOfCreditMember2020-12-310001336917us-gaap:LetterOfCreditMember2020-09-300001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2021-05-012021-05-310001336917srt:MinimumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-09-300001336917us-gaap:LondonInterbankOfferedRateLIBORMembersrt:MaximumMember2021-01-012021-09-300001336917srt:MinimumMemberus-gaap:BaseRateMember2021-01-012021-09-300001336917us-gaap:BaseRateMembersrt:MaximumMember2021-01-012021-09-300001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2020-07-012020-09-300001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2020-01-012020-09-300001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2021-01-012021-09-300001336917ua:A150ConvertibleSeniorNotesMember2020-05-310001336917ua:A150ConvertibleSeniorNotesMember2020-05-012020-05-3100013369172020-05-012020-05-310001336917ua:A150ConvertibleSeniorNotesMember2021-05-012021-05-310001336917us-gaap:CommonClassCMemberua:A150ConvertibleSeniorNotesMember2021-05-012021-05-310001336917ua:A150ConvertibleSeniorNotesMember2021-08-012021-08-310001336917us-gaap:CommonClassCMemberua:A150ConvertibleSeniorNotesMember2021-08-012021-08-310001336917ua:A150ConvertibleSeniorNotesMember2021-07-012021-09-300001336917ua:A150ConvertibleSeniorNotesMember2021-01-012021-09-300001336917ua:A150ConvertibleSeniorNotesMember2021-09-30utr:D00013369172021-05-012021-05-3100013369172021-08-012021-08-310001336917us-gaap:SeniorNotesMemberua:A150ConvertibleSeniorNotesMember2020-05-310001336917us-gaap:AdditionalPaidInCapitalMemberua:A150ConvertibleSeniorNotesMember2020-05-310001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2016-06-300001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2016-09-30ua:case0001336917us-gaap:PendingLitigationMemberua:UnderArmourSecuritiesLitigationCaseNo.17cv00388RDBMember2017-03-23ua:plaintiff0001336917ua:SecuritiesClassActionsMember2019-11-062019-12-170001336917ua:DerivativeComplaintsMember2018-06-012018-07-310001336917ua:SagamoreDevelopmentCompanyLLCMemberus-gaap:LandMember2014-12-310001336917ua:SagamoreDevelopmentCompanyLLCMemberus-gaap:LandMember2014-01-012014-12-310001336917us-gaap:LandMember2016-06-012016-06-300001336917ua:DerivativeComplaintsMember2020-08-112020-10-210001336917ua:DerivativeComplaintsMember2020-09-012020-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Member2021-09-300001336917us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2021-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel3Member2021-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Member2020-12-310001336917us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel3Member2020-12-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Member2020-09-300001336917us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2020-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel3Member2020-09-300001336917us-gaap:FairValueInputsLevel1Member2021-09-300001336917us-gaap:FairValueInputsLevel2Member2021-09-300001336917us-gaap:FairValueInputsLevel3Member2021-09-300001336917us-gaap:FairValueInputsLevel1Member2020-12-310001336917us-gaap:FairValueInputsLevel2Member2020-12-310001336917us-gaap:FairValueInputsLevel3Member2020-12-310001336917us-gaap:FairValueInputsLevel1Member2020-09-300001336917us-gaap:FairValueInputsLevel2Member2020-09-300001336917us-gaap:FairValueInputsLevel3Member2020-09-300001336917ua:ConvertibleSeniorNotesMember2021-09-300001336917ua:ConvertibleSeniorNotesMember2020-12-310001336917ua:ConvertibleSeniorNotesMember2020-09-300001336917us-gaap:SeniorNotesMember2021-09-300001336917us-gaap:SeniorNotesMember2020-12-310001336917us-gaap:SeniorNotesMember2020-09-300001336917us-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2021-09-300001336917us-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:OtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2020-09-300001336917us-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2021-09-300001336917us-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:OtherNoncurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2020-09-300001336917us-gaap:DesignatedAsHedgingInstrumentMember2021-09-300001336917us-gaap:DesignatedAsHedgingInstrumentMember2020-12-310001336917us-gaap:DesignatedAsHedgingInstrumentMember2020-09-300001336917us-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2021-09-300001336917us-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:OtherCurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2020-09-300001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherNoncurrentLiabilitiesMember2021-09-300001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherNoncurrentLiabilitiesMember2020-12-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMemberus-gaap:OtherNoncurrentLiabilitiesMember2020-09-300001336917us-gaap:OtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2021-09-300001336917us-gaap:OtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:OtherCurrentAssetsMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-09-300001336917us-gaap:NondesignatedMember2021-09-300001336917us-gaap:NondesignatedMember2020-12-310001336917us-gaap:NondesignatedMember2020-09-300001336917us-gaap:OtherCurrentLiabilitiesMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2021-09-300001336917us-gaap:OtherCurrentLiabilitiesMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:OtherCurrentLiabilitiesMemberus-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-09-300001336917us-gaap:SalesMember2021-07-012021-09-300001336917us-gaap:SalesMember2020-07-012020-09-300001336917us-gaap:SalesMember2021-01-012021-09-300001336917us-gaap:SalesMember2020-01-012020-09-300001336917us-gaap:CostOfSalesMember2021-07-012021-09-300001336917us-gaap:CostOfSalesMember2020-07-012020-09-300001336917us-gaap:CostOfSalesMember2021-01-012021-09-300001336917us-gaap:CostOfSalesMember2020-01-012020-09-300001336917us-gaap:InterestExpenseMember2021-07-012021-09-300001336917us-gaap:InterestExpenseMember2020-07-012020-09-300001336917us-gaap:InterestExpenseMember2021-01-012021-09-300001336917us-gaap:InterestExpenseMember2020-01-012020-09-300001336917us-gaap:OtherOperatingIncomeExpenseMember2021-07-012021-09-300001336917us-gaap:OtherOperatingIncomeExpenseMember2020-07-012020-09-300001336917us-gaap:OtherOperatingIncomeExpenseMember2021-01-012021-09-300001336917us-gaap:OtherOperatingIncomeExpenseMember2020-01-012020-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2021-06-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2021-07-012021-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2021-09-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2021-06-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2021-07-012021-09-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2021-09-300001336917us-gaap:CashFlowHedgingMember2021-06-300001336917us-gaap:CashFlowHedgingMember2021-07-012021-09-300001336917us-gaap:CashFlowHedgingMember2021-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2020-12-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2021-01-012021-09-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-12-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2021-01-012021-09-300001336917us-gaap:CashFlowHedgingMember2020-12-310001336917us-gaap:CashFlowHedgingMember2021-01-012021-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2020-06-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2020-07-012020-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2020-09-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-06-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-07-012020-09-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-09-300001336917us-gaap:CashFlowHedgingMember2020-06-300001336917us-gaap:CashFlowHedgingMember2020-07-012020-09-300001336917us-gaap:CashFlowHedgingMember2020-09-300001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2019-12-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2020-01-012020-09-300001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2019-12-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-01-012020-09-300001336917us-gaap:CashFlowHedgingMember2019-12-310001336917us-gaap:CashFlowHedgingMember2020-01-012020-09-300001336917us-gaap:InterestRateSwapMember2020-12-310001336917us-gaap:InterestRateSwapMember2020-09-300001336917us-gaap:InterestRateSwapMember2021-09-300001336917us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2021-09-300001336917us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2020-09-300001336917us-gaap:OperatingSegmentsMembersrt:NorthAmericaMember2021-07-012021-09-300001336917us-gaap:OperatingSegmentsMembersrt:NorthAmericaMember2020-07-012020-09-300001336917us-gaap:OperatingSegmentsMembersrt:NorthAmericaMember2021-01-012021-09-300001336917us-gaap:OperatingSegmentsMembersrt:NorthAmericaMember2020-01-012020-09-300001336917us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2021-07-012021-09-300001336917us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2020-07-012020-09-300001336917us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2021-01-012021-09-300001336917us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2020-01-012020-09-300001336917us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2021-07-012021-09-300001336917us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2020-07-012020-09-300001336917us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2021-01-012021-09-300001336917us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2020-01-012020-09-300001336917us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2021-07-012021-09-300001336917us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2020-07-012020-09-300001336917us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2021-01-012021-09-300001336917us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2020-01-012020-09-300001336917us-gaap:CorporateNonSegmentMember2021-07-012021-09-300001336917us-gaap:CorporateNonSegmentMember2020-07-012020-09-300001336917us-gaap:CorporateNonSegmentMember2021-01-012021-09-300001336917us-gaap:CorporateNonSegmentMember2020-01-012020-09-300001336917ua:ApparelMember2021-07-012021-09-300001336917ua:ApparelMember2020-07-012020-09-300001336917ua:ApparelMember2021-01-012021-09-300001336917ua:ApparelMember2020-01-012020-09-300001336917ua:FootwearMember2021-07-012021-09-300001336917ua:FootwearMember2020-07-012020-09-300001336917ua:FootwearMember2021-01-012021-09-300001336917ua:FootwearMember2020-01-012020-09-300001336917ua:AccessoriesMember2021-07-012021-09-300001336917ua:AccessoriesMember2020-07-012020-09-300001336917ua:AccessoriesMember2021-01-012021-09-300001336917ua:AccessoriesMember2020-01-012020-09-300001336917us-gaap:ProductMember2021-07-012021-09-300001336917us-gaap:ProductMember2020-07-012020-09-300001336917us-gaap:ProductMember2021-01-012021-09-300001336917us-gaap:ProductMember2020-01-012020-09-300001336917us-gaap:LicenseMember2021-07-012021-09-300001336917us-gaap:LicenseMember2020-07-012020-09-300001336917us-gaap:LicenseMember2021-01-012021-09-300001336917us-gaap:LicenseMember2020-01-012020-09-300001336917us-gaap:CorporateAndOtherMember2021-07-012021-09-300001336917us-gaap:CorporateAndOtherMember2020-07-012020-09-300001336917us-gaap:CorporateAndOtherMember2021-01-012021-09-300001336917us-gaap:CorporateAndOtherMember2020-01-012020-09-300001336917us-gaap:SalesChannelThroughIntermediaryMember2021-07-012021-09-300001336917us-gaap:SalesChannelThroughIntermediaryMember2020-07-012020-09-300001336917us-gaap:SalesChannelThroughIntermediaryMember2021-01-012021-09-300001336917us-gaap:SalesChannelThroughIntermediaryMember2020-01-012020-09-300001336917us-gaap:SalesChannelDirectlyToConsumerMember2021-07-012021-09-300001336917us-gaap:SalesChannelDirectlyToConsumerMember2020-07-012020-09-300001336917us-gaap:SalesChannelDirectlyToConsumerMember2021-01-012021-09-300001336917us-gaap:SalesChannelDirectlyToConsumerMember2020-01-012020-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

Form 10-Q

______________________________________

(Mark One)

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

For the quarterly period ended September 30, 2021

or

☐			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. 001-33202

______________________________________

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

______________________________________

Maryland						52-1990078
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
1020 Hull Street Baltimore, Maryland 21230						(410) 454-6428
(Address of principal executive offices) (Zip Code)						(Registrant’s telephone number, including area code)

 _____________________________________

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

Class A Common Stock			UAA			New York Stock Exchange
Class C Common Stock			UA			New York Stock Exchange
(Title of each class)			(Trading Symbols)			(Name of each exchange on which registered)

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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See 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  ☑

As of October 31, 2021 there were 188,645,598 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 253,018,596 shares of Class C Common Stock outstanding.

UNDER ARMOUR, INC.

September 30, 2021

INDEX TO FORM 10-Q

 

PART I.			FINANCIAL INFORMATION
Item 1.			Financial Statements:
			Unaudited Condensed Consolidated Balance Sheets as of September 30, 2021, December 31, 2020 and September 30, 2020			1
			Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020			2
			Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020			3
			Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2021 and 2020			4
			Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020			6
			Notes to the Unaudited Condensed Consolidated Financial Statements			7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			48
Item 4.			Controls and Procedures			49
PART II.			OTHER INFORMATION
Item 1.			Legal Proceedings			50
Item 1A.			Risk Factors			50
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			48
Item 6.			Exhibits			50
			SIGNATURES			51

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Under Armour, Inc. and Subsidiaries

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share data)

			September 30, 2021						December 31, 2020						September 30, 2020
Assets
Current assets
Cash and cash equivalents			$	1,253,706					$	1,517,361					$	865,609
Accounts receivable, net			735,779						527,340						806,916
Inventories			837,740						895,974						1,056,845
Prepaid expenses and other current assets, net			300,719						282,300						243,971
Total current assets			3,127,944						3,222,975						2,973,341
Property and equipment, net			601,700						658,678						680,871
Operating lease right-of-use assets			469,638						536,660						560,146
Goodwill			498,166						502,214						493,631
Intangible assets, net			11,474						13,295						37,274
Deferred income taxes			34,543						23,930						45,995
Other long term assets			78,836						72,876						72,293
Total assets			$	4,822,301					$	5,030,628					$	4,863,551
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable			$	532,919					$	575,954					$	643,315
Accrued expenses			388,275						378,859						309,096
Customer refund liabilities			174,274						203,399						197,496
Operating lease liabilities			142,566						162,561						156,885
Other current liabilities			116,504						92,503						141,607
Total current liabilities			1,354,538						1,413,276						1,448,399
Long term debt, net of current maturities			662,903						1,003,556						997,347
Operating lease liabilities, non-current			728,077						839,414						872,791
Other long term liabilities			99,034						98,389						74,668
Total liabilities			2,844,552						3,354,635						3,393,205
Stockholders’ equity
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of September 30, 2021, December 31, 2020 and September 30, 2020; 188,645,131 shares issued and outstanding as of September 30, 2021 (December 31, 2020: 188,603,686, September 30, 2020:188,533,987)			63						62						62
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares authorized, issued and outstanding as of September 30, 2021, December 31, 2020 and September 30, 2020.			11						11						11
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of September 30, 2021, December 31, 2020 and September 30, 2020; 252,992,053 shares issued and outstanding as of September 30, 2021 (December 31, 2020: 231,953,667, September 30, 2020: 231,684,883)			84						77						77
Additional paid-in capital			1,096,856						1,061,173						1,050,983
Retained earnings			918,664						673,855						490,071
Accumulated other comprehensive loss			(37,929)						(59,185)						(70,858)
Total stockholders’ equity			1,977,749						1,675,993						1,470,346
Total liabilities and stockholders’ equity			$	4,822,301					$	5,030,628					$	4,863,551

Commitments and contingencies (Note 6)

See accompanying notes.

Under Armour, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

 

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
Net revenues			$	1,545,532					$	1,433,021					$	4,154,261					$	3,070,901
Cost of goods sold			757,428						746,701						2,068,695						1,604,428
Gross profit			788,104						686,320						2,085,566						1,466,473
Selling, general and administrative expenses			599,384						553,549						1,659,025						1,586,156
Restructuring and impairment charges			16,656						74,201						26,382						549,601
Income (loss) from operations			172,064						58,570						400,159						(669,284)
Interest income (expense), net			(9,261)						(14,955)						(36,705)						(32,251)
Other income (expense), net			(29,476)						(7,184)						(75,150)						(10,493)
Income (loss) before income taxes			133,327						36,431						288,304						(712,028)
Income tax expense (benefit)			18,962						(3,714)						38,870						14,696
Income (loss) from equity method investments			(921)						(1,199)						969						(6,906)
Net income (loss)			$	113,444					$	38,946					$	250,403					$	(733,630)
Basic net income (loss) per share of Class A, B and C common stock			$	0.24					$	0.09					$	0.54					$	(1.62)
Diluted net income (loss) per share of Class A, B and C common stock			$	0.24					$	0.09					$	0.54					$	(1.62)
Weighted average common shares outstanding Class A, B and C common stock
Basic			470,002						454,541						461,908						453,847
Diluted			473,116						456,674						464,918						453,847

See accompanying notes.

Under Armour, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

 

			Three Months Ended September 30,												Nine Months Ended September 30,
			2021						2020						2021						2020
Net income (loss)			$	113,444					$	38,946					$	250,403					$	(733,630)
Other comprehensive income (loss):
Foreign currency translation adjustment			(7,499)						12,258						2,897						(28,785)
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of ($4,900) and $4,627 for the three months ended September 30, 2021 and 2020, respectively, and $(5,427) and $(3,850) for the nine months ended September 30, 2021 and 2020, respectively.			15,468						(18,498)						20,521						5,249
Gain (loss) on intra-entity foreign currency transactions			(2,295)						6,923						(2,162)						3,443
Total other comprehensive income (loss)			5,674						683						21,256						(20,093)
Comprehensive income (loss)			$	119,118					$	39,629					$	271,659					$	(753,723)

See accompanying notes.

Under Armour, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In thousands)

			Class A Common Stock												Class B Convertible Common Stock												Class C Common Stock												Additional Paid-in-Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance as of June 30, 2020			188,461						$	62					34,450						$	11					231,354						$	77					$	1,044,055					$	450,750					$	(71,541)					$	1,423,414
Exercise of stock options			2						—						—						—						2						—						18						—						—						18
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements			—						—						—						—						(57)						—						—						375						—						375
Issuance of Class A Common Stock, net of forfeitures			71						—						—						—						—						—						—						—						—						—
Issuance of Class C Common Stock, net of forfeitures			—						—						—						—						386						—						978						—						—						978
Stock-based compensation expense			—						—						—						—						—						—						9,513						—						—						9,513
Equity Component value of convertible note issuance, net			—						—						—						—						—						—						(3,581)						—						—						(3,581)
Comprehensive income (loss)			—						—						—						—						—						—						—						38,946						683						39,629
Balance as of September 30, 2020			188,534						$	62					34,450						$	11					231,685						$	77					$	1,050,983					$	490,071					$	(70,858)					$	1,470,346
Balance as of December 31, 2019			188,290						$	62					34,450						$	11					229,028						$	76					$	973,717					$	1,226,986					$	(50,765)					$	2,150,087
Exercise of stock options			147						—						—						—						135						—						517						—						—						517
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements			(1)						—						—						—						(233)						—						—						(3,285)						—						(3,285)
Issuance of Class A Common Stock, net of forfeitures			98						—						—						—						—						—						—						—						—						—
Issuance of Class C Common Stock, net of forfeitures			—						—						—						—						2,755						1						3,637						—						—						3,638
Stock-based compensation expense			—						—						—						—						—						—						32,770						—						—						32,770
Equity Component value of convertible note issuance, net			—						—						—						—						—						—						40,342						—						—						40,342
Comprehensive income (loss)			—						—						—						—						—						—						—						(733,630)						(20,093)						(753,723)
Balance as of September 30, 2020			188,534						$	62					34,450						$	11					231,685						$	77					$	1,050,983					$	490,071					$	(70,858)					$	1,470,346

See accompanying notes.

Under Armour, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(In thousands)

			Class A Common Stock												Class B Convertible Common Stock												Class C Common Stock												Additional Paid-in-Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance as of June 30, 2021			188,625						$	63					34,450						$	11					245,144						$	81					$	1,084,018					$	806,140					$	(43,603)					$	1,846,710
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements			—						—						—						—						(52)						—						—						(920)						—						(920)
Issuance of Class A Common Stock, net of forfeitures			20						—						—						—						—						—						—						—						—						—
Issuance of Class C Common Stock, net of forfeitures			—						—						—						—						7,900						3						1,790						—						—						1,793
Stock-based compensation expense			—						—						—						—						—						—						11,048						—						—						11,048
Comprehensive income (loss)			—						—						—						—						—						—						—						113,444						5,674						119,118
Balance as of September 30, 2021			188,645						$	63					34,450						$	11					252,992						$	84					$	1,096,856					$	918,664					$	(37,929)					$	1,977,749
Balance as of December 31, 2020			188,603						62						34,450						11						231,954						77						1,061,173						673,855						(59,185)						1,675,993
Exercise of stock options			6						1						—						—						7						—						23						—						—						24
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements			—						—						—						—						(291)						—						—						(5,594)						—						(5,594)
Issuance of Class A Common Stock, net of forfeitures			36						—						—						—						—						—						—						—						—						—
Issuance of Class C Common Stock, net of forfeitures			—						—						—						—						21,322						7						2,708						—						—						2,715
Stock-based compensation expense			—						—						—						—						—						—						32,952						—						—						32,952
Comprehensive income (loss)			—						—						—						—						—						—						—						250,403						21,256						271,659
Balance as of September 30, 2021			188,645						$	63					34,450						$	11					252,992						$	84					$	1,096,856					$	918,664					$	(37,929)					$	1,977,749

See accompanying notes.

Under Armour, Inc. and Subsidiaries`

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

			Nine Months Ended September 30,
			2021						2020
Cash flows from operating activities
Net income (loss)			$	250,403					$	(733,630)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization			107,847						124,169
Unrealized foreign currency exchange rate gain (loss)			12,353						(3,676)
Loss on extinguishment of senior convertible notes			58,526						—
Loss on disposal of property and equipment			2,624						3,547
Non-cash restructuring and impairment charges			11,903						452,945
Amortization of bond premium			19,902						6,910
Stock-based compensation			32,953						32,770
Deferred income taxes			(23,414)						19,172
Changes in reserves and allowances			(19,215)						22,910
Changes in operating assets and liabilities:
Accounts receivable			(200,079)						(105,874)
Inventories			64,202						(159,930)
Prepaid expenses and other assets			(3,738)						64,404
Other non-current assets			52,179						(288,111)
Accounts payable			(36,913)						17,972
Accrued expenses and other liabilities			(123,273)						301,720
Customer refund liability			(29,072)						(23,164)
Income taxes payable and receivable			32,680						18,159
Net cash provided by (used in) operating activities			209,868						(249,707)
Cash flows from investing activities
Purchases of property and equipment			(57,660)						(71,639)
Sale of property and equipment			1,413						—
Purchase of businesses			—						(38,848)
Net cash used in investing activities			(56,247)						(110,487)
Cash flows from financing activities
Proceeds from long term debt and revolving credit facility			—						1,288,753
Payments on long term debt and revolving credit facility			(506,280)						(800,000)
Proceeds from capped call			91,722						—
Purchase of capped call			—						(47,850)
Employee taxes paid for shares withheld for income taxes			(5,623)						(3,285)
Proceeds from exercise of stock options and other stock issuances			2,739						3,855
Payments of debt financing costs			—						(5,150)
Net cash provided by (used in) financing activities			(417,442)						436,323
Effect of exchange rate changes on cash, cash equivalents and restricted cash			1,708						2,398
Net increase in (decrease in) cash, cash equivalents and restricted cash			(262,113)						78,527
Cash, cash equivalents and restricted cash
Beginning of period			1,528,515						796,008
End of period			$	1,266,402					$	874,535
Non-cash investing and financing activities
Change in accrual for property and equipment			$	(4,704)					$	(12,449)

See accompanying notes.

Under Armour, Inc. and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

Under Armour, Inc. (together with its wholly owned subsidiaries, the "Company") is a developer, marketer, and distributor of branded athletic performance apparel, footwear, and accessories. The Company creates products engineered to solve problems and make athletes better. The Company's products are made, sold, and worn worldwide.

The accompanying unaudited condensed consolidated financial statements include the accounts of Under Armour, Inc. and its wholly owned subsidiaries. Certain information in footnote disclosures normally included in annual financial statements were condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim consolidated financial statements. These unaudited condensed consolidated financial statements are presented in U.S. Dollars. In the opinion of management, all adjustments consisting of normal, recurring adjustments considered necessary for a fair statement of the financial position and results of operations were included. Intercompany balances and transactions were eliminated upon consolidation. The unaudited condensed consolidated balance sheet as of September 30, 2021 is derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 ("Fiscal 2020"), filed with the SEC on February 24, 2021 ("Annual Report on Form 10-K for Fiscal 2020"), which should be read in conjunction with these unaudited condensed consolidated financial statements. The unaudited results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021 ("Fiscal 2021"), or any other portions thereof.

Prior to January 1, 2021, the Company's previously reported "Connected Fitness" segment was composed of digital subscription and advertising conducted through various platforms, predominantly the MyFitnessPal, MapMyFitness, consisting of applications such as MapMyRun and MapMyRide (collectively "MMR"), and Endomondo platforms. While the Company continues to operate the MMR platforms, MyFitnessPal was sold in December 2020 and Endomondo was wound down in December 2020 as part of the Company's 2020 restructuring plan. As a result of these changes, beginning in the first quarter of Fiscal 2021, the Company no longer reports Connected Fitness as a discrete reportable segment. The operating results of MMR are now included within the Company’s Corporate Other segment. Where applicable, all prior periods that used to separately reflect financial information about the Connected Fitness business have been recast to be included within the Corporate Other reportable segment, in order to conform with current period presentation. Such reclassifications did not affect total consolidated net revenues, consolidated income from operations or consolidated net income.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates, judgments and assumptions are evaluated on an on-going basis. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable at that time; however, actual results could differ from these estimates.

Further, COVID-19 continues to significantly impact the global economy. As the impacts of the pandemic continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving pandemic impacts the Company's financial statements will depend on a number of factors including, but not limited to, any new information that may emerge concerning the severity of COVID-19 and the actions that governments around the world may take to contain the virus or treat its impact. While the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of this reporting date, the Company may experience further impacts based on long-term effects on the Company's customers and the countries in which the

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. The Company's restricted cash is reserved for payments related to claims for its captive insurance program, which is included in prepaid expenses and other current assets on the Company's unaudited condensed consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash to the balances shown in the unaudited condensed consolidated statements of cash flows:

(In thousands)			September 30, 2021						December 31, 2020						September 30, 2020
Cash and cash equivalents			$	1,253,706					$	1,517,361					$	865,609
Restricted cash			12,696						11,154						8,926
Total cash, cash equivalents and restricted cash			$	1,266,402					$	1,528,515					$	874,535

Financial instruments that subject the Company to significant concentration of credit risk consist primarily of accounts receivable. The majority of the Company’s accounts receivable is due from large wholesale customers. One of the Company's customers accounted for more than 10.0% of the accounts receivable balance as of September 30, 2021. None of the Company's customers accounted for more than 10% of the accounts receivable balance as of December 31, 2020 and September 30, 2020, respectively. For the three and nine months ended September 30, 2021, one customer in North America accounted for more than 10% of the Company's net revenues. For the three and nine months ended September 30, 2020, no customer accounted for more than 10% of the Company's net revenues. The Company regularly evaluates the credit risk of the large wholesale customers which make up the majority of the Company's accounts receivable. Refer to the "Credit Losses - Allowance for Doubtful Accounts" below for a discussion of the evaluation of credit losses.

Credit losses are the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit losses primarily through customer receivables associated with the sale of products within the Company's wholesale channels, recorded within accounts receivable, net on the Company's unaudited condensed consolidated balance sheet. The Company also has other receivables, including receivables from licensing arrangements recorded in prepaid expenses and other current assets on the Company's unaudited condensed consolidated balance sheet.

Credit is extended to customers based on a credit review. The credit review considers each customer’s financial condition, including a review of the customers established credit rating or, if an established customer rating is not available, then the Company's assessment of the customer’s creditworthiness is based on their financial statements, local industry practices, and business strategy. A credit limit and terms of credit are established for each customer based on the outcome of this review. The Company actively monitors ongoing credit exposure through review of customer balances against terms and payments against due dates. To mitigate credit risk, the Company may require customers to provide security in the form of guarantees, letters of credit, or prepayment. The Company is also exposed to credit losses through credit card receivables associated with the sale of products within the Company's direct-to-consumer channel.

The allowance for doubtful accounts is based on the Company’s assessment of the collectibility of customer accounts. The Company makes ongoing estimates relating to the collectibility of accounts receivable and records an allowance for estimated losses expected from the inability of its customers to make required payments. The Company establishes expected credit losses by evaluating historical levels of credit losses, current economic conditions that may affect a customer’s ability to pay, and creditworthiness of significant customers. These inputs are used to determine a range of expected credit losses and an allowance is recorded within the range. Accounts receivable are written off when there is no reasonable expectation of recovery.

The following table illustrates the activity in the Company's allowance for doubtful accounts:

(In thousands)			Balance as of December 31, 2020			Increases (decreases) to Costs and Expenses			Write-Offs Net of Recoveries			Balance as of September 30, 2021
Allowance for doubtful accounts - within accounts receivable, net			$	20,350		$	(4,149)		$	(2,100)		$	14,101
Allowance for doubtful accounts - within prepaid expenses and other current assets			$	7,029		$	—		$	—		$	7,029

The allowance for doubtful accounts was established with information available as of September 30, 2021, including reasonable and supportable estimates of future risk.

The Company recognizes revenue pursuant to Accounting Standards Codification 606 ("ASC 606"). Net revenues consist of net sales of apparel, footwear and accessories, license revenues and revenues from digital subscriptions and advertising.

The Company recognizes revenue when it satisfies its performance obligations by transferring control of promised products or services to its customers, which occurs either at a point in time or over time, depending on when the customer obtains the ability to direct the use of and obtain substantially all of the remaining benefits from the products or services. The amount of revenue recognized considers terms of sale that create variability in the amount of consideration that the Company ultimately expects to be entitled to in exchange for the products or services and is subject to an overall constraint that a significant revenue reversal will not occur in future periods. Sales taxes imposed on the Company’s revenues from product sales are presented on a net basis on the unaudited condensed consolidated statements of operations, and therefore do not impact net revenues or costs of goods sold.

Revenue transactions associated with the sale of apparel, footwear, and accessories, comprise a single performance obligation, which consists of the sale of products to customers either through wholesale or direct-to-consumer channels. The Company satisfies the performance obligation and records revenues when transfer of control has passed to the customer, based on the terms of sale. In the Company’s wholesale channel, transfer of control is based upon shipment under free on board shipping point for most goods or upon receipt by the customer depending on the country of the sale and the agreement with the customer. The Company may also ship product directly from its supplier to wholesale customers and recognize revenue when the product is delivered to and accepted by the customer. In the Company’s direct-to-consumer channel, transfer of control takes place at the point of sale for brand and factory house customers and upon shipment to substantially all e-commerce customers. Payment terms for wholesale transactions are established in accordance with local and industry practices. Payment is generally required within 30 to 60 days of shipment to or receipt by the wholesale customer in the United States, and generally within 60 to 90 days of shipment to or receipt by the wholesale customer internationally. Payment is generally due at the time of sale for direct-to-consumer transactions.

Gift cards issued to customers by the Company are recorded as contract liabilities until they are redeemed, at which point revenue is recognized. The Company also estimates and recognizes revenue for gift card balances not expected to ever be redeemed ("breakage") to the extent that it does not have a legal obligation to remit the value of such unredeemed gift cards to the relevant jurisdiction as unclaimed or abandoned property. Such estimates are based upon historical redemption trends, with breakage income recognized in proportion to the pattern of actual customer redemptions.

Revenue from the Company's licensing arrangements is recognized over time during the period that licensees are provided access to the Company's trademarks and benefit from such access through their sales of licensed products. These arrangements require licensees to pay a sales-based royalty, which for most arrangements may be subject to a contractually guaranteed minimum royalty amount. Payments are generally due quarterly. The Company recognizes revenue for sales-based royalty arrangements (including those for which the royalty exceeds any contractually guaranteed minimum royalty amount) as licensed products are sold by the licensee. If a sales-based royalty is not ultimately expected to exceed a contractually guaranteed minimum royalty amount, the minimum is recognized as revenue over the contractual period, if all other criteria of revenue recognition have been met. This sales-based output measure of progress and pattern of recognition best represents the value transferred to the licensee over the term of the arrangement, as well as the amount of consideration that the Company is entitled to receive in exchange for providing access to its trademarks.

Revenue from digital subscriptions is recognized on a gross basis and is recognized over the term of the subscription. The Company receives payments in advance of revenue recognition for subscriptions and these

The Company records reductions to revenue for estimated customer returns, allowances, markdowns, and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances, which is inherently uncertain, may differ from the Company’s estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Provisions for customer specific discounts are based on negotiated arrangements with certain major customers. Reserves for returns, allowances, markdowns, and discounts are included within customer refund liability and the value of inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet. At a minimum, the Company reviews and refines these estimates on a quarterly basis.

The following table presents the customer refund liability, as well as the associated value of inventory for the periods indicated:

(In thousands)			Balance as of September 30, 2021						Balance as of December 31, 2020						Balance as of September 30, 2020
Customer refund liability			$	174,274					$	203,399					$	197,496
Inventory associated with the reserves			$	50,544					$	57,867					$	50,779

Contract liabilities are recorded when a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional, before the transfer of a good or service to the customer, and thus represent the Company's obligation to transfer the good or service to the customer at a future date. The Company's contract liabilities primarily consist of payments received in advance of revenue recognition for subscriptions for the Company's digital fitness applications and royalty arrangements, included in other current and other long-term liabilities, and gift cards, included in accrued expenses, on the Company's unaudited condensed consolidated balance sheets. As of September 30, 2021, December 31, 2020, and September 30, 2020, contract liabilities were $24.3 million, $26.7 million and $64.9 million, respectively.

For the three and nine months ended September 30, 2021, the Company recognized $3.1 million and $10.8 million, respectively, of revenue that was previously included in contract liabilities as of December 31, 2020. For the three and nine months ended September 30, 2020, the Company recognized $9.9 million and $21.2 million, respectively, of revenue that was previously included in contract liabilities as of December 31, 2019. The change in the contract liabilities balance primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment. Commissions related to subscription revenue are capitalized and recognized over the subscription period.

The Company charges customers shipping and handling fees based on contractual terms, which are recorded in net revenues. The Company incurs freight costs associated with shipping goods to customers. These costs are recorded as a component of cost of goods sold.

The Company also incurs outbound handling costs associated with preparing goods to ship to customers and certain costs to operate the Company’s distribution facilities. These costs are recorded as a component of selling, general and administrative expenses. For the three and nine months ended September 30, 2021, these costs totaled $13.8 million and $63.3 million, respectively, (three and nine months ended September 30, 2020 - $21.2 million and $61.2 million, respectively).

The Company has a common stock investment of 29.5% in Dome Corporation ("Dome"), the Company's Japanese licensee. The Company accounts for its investment in Dome under the equity method, given it has the ability to exercise significant influence, but not control, over Dome. The Company recorded its allocable share of Dome’s net income (loss) of $0 and $1.8 million for the three and nine months ended September 30, 2021, respectively, (three and nine months ended September 30, 2020 - $0 and $(1.4) million, respectively) within income

In addition to the investment in Dome, the Company has a license agreement with Dome. The Company recorded license revenues from Dome of $11.1 million and $22.9 million for the three and nine months ended September 30, 2021, respectively (three and nine months ended September 30, 2020 - $10.9 million and $17.4 million, respectively). As of September 30, 2021, December 31, 2020, and September 30, 2020, the Company had $8.9 million, $22.9 million, and $8.5 million, respectively, in licensing receivables outstanding, recorded in the prepaid expenses and other current assets line item within the Company's unaudited condensed consolidated balance sheets.

On March 2, 2020, as part of the Company's acquisition of Triple Pte. Ltd., the Company assumed 49.5% of common stock ownership in UA Sports (Thailand) Co., Ltd. (“UA Sports Thailand”). The Company accounts for its investment in UA Sports Thailand under the equity method, given it has the ability to exercise significant influence, but not control, over UA Sports Thailand. For the three and nine months ended September 30, 2021, the Company recorded the allocable share of UA Sports Thailand’s net income (loss) of $(921) thousand and $(873) thousand, respectively (three and nine months ended September 30, 2020 - $1.2 million and $1.8 million, respectively) within income (loss) from equity method investment on the unaudited condensed consolidated statements of operations and as an adjustment to the invested balance within other long term assets on the unaudited condensed consolidated balance sheets. As of September 30, 2021, December 31, 2020, and September 30, 2020, the carrying value of the Company’s investment in UA Sports Thailand was $4.7 million, $4.5 million and $3.7 million, respectively.

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06 "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"). The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company currently does not expect this guidance to have a material impact on its unaudited condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting and then issued a subsequent amendment to the initial guidance under ASU 2021-01 (collectively Topic 848). Topic 848 provides practical expedients and exceptions for applying GAAP to contracts, hedging relationships, derivatives and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments in this update apply only to contracts, hedging relationships, derivatives and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. The Company adopted Topic 848 in the third quarter of Fiscal 2021. The adoption did not have an impact to the Company's unaudited condensed consolidated financial statements.

During Fiscal 2020, the Company's Board of Directors approved a restructuring plan ranging between $550 million to $600 million in costs (the "2020 restructuring plan") designed to rebalance the Company’s cost base to further improve profitability and cash flow generation.

Restructuring and related impairment charges and recoveries require the Company to make certain judgments and estimates regarding the amount and timing as to when these charges or recoveries occur. The estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, the Company conducts an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate, as new or updated information becomes available. As of September 30,

The restructuring and related charges primarily consist of approximately:

•$199 million of cash restructuring charges, of which approximately $28 million relates to employee severance and benefit costs, $14 million relates to facility and lease termination costs and $157 million relates to contract termination and other restructuring costs; and

•$376 million of non-cash charges, of which approximately $291 million relates to an impairment charge on the Company’s New York City flagship store and $85 million relates to intangibles and other asset related impairments.

The Company recorded $16.8 million and $26.9 million of restructuring and related impairment charges for the three and nine months ended September 30, 2021, respectively, and $70.2 million and $410.3 million for the three and nine months ended September 30, 2020, respectively, under the 2020 restructuring plan. As of September 30, 2021, $499.6 million of restructuring and related impairment charges under the 2020 restructuring plan have been recorded to date since the inception of the plan.

The following table illustrates the costs recorded during the three and nine months ended September 30, 2021, as well as the Company's current estimates of the amount expected to be incurred in connection with the 2020 restructuring plan:

			Restructuring and Impairment Charges Recorded																		Estimated Restructuring and Impairment Charges (1)
(In thousands)			Three months ended September 30,									Nine months ended September 30,									Remaining to be Incurred						Total to be Incurred under plan
			2021			2020						2021			2020
Costs recorded in cost of goods sold:
Contract-based royalties			$	—		$	—					$	—		$	—					$	—					$	11,608
Inventory write-offs			107			—						515			—						1,000						2,283
Total costs recorded in cost of goods sold			107			—						515			—						1,000						13,891
Net costs (recoveries) recorded in restructuring and related impairment charges:
Property and equipment impairment			3,064			3,307						3,064			26,211						—						32,344
Intangible asset impairment			—			—						—			—						—						4,351
Right-of-use asset impairment			—			—						—			290,813						—						293,495
Employee related costs			(424)			26,410						(845)			27,239						—						27,734
Contract exit costs (2)			10,794			38,520						15,041			53,462						58,999						153,048
Other asset write off			1,055			—						2,400			—						7,349						22,823
Other restructuring costs			2,167			1,995						6,722			12,533						8,028						27,314
Total costs recorded in restructuring and impairment charges			16,656			70,232						26,382			410,258						74,376						561,109
Total restructuring and impairment charges			$	16,763		$	70,232					$	26,897		$	410,258					$	75,376					$	575,000

(1) Estimated restructuring and impairment charges reflect the high-end of the range of the estimated charges expected by the Company in connection with the 2020 restructuring plan.

(2) Contract exit costs primarily consist of proposed lease exits of certain brand and factory house stores and office facilities, and proposed marketing and other contract exits.

All restructuring and related impairment charges are included in the Company's Corporate Other segment.

For the three months ended September 30, 2021, approximately $10.5 million of the charges are North America related, $5.9 million are Latin America related and $1.4 million are Asia-Pacific related. These charges were offset by a recovery of $1.1 million related to EMEA.

For the three months ended September 30, 2020, approximately $39.1 million of the charges are North America related, $11.5 million are EMEA related, $6.1 million are Latin America related, and $3.6 million are Asia-Pacific related.

For the nine months ended September 30, 2021, approximately $16.7 million of the charges are North America related, $9.2 million are Latin America related and $2.1 million are Asia-Pacific related. These charges were offset by a recovery of $1.1 million related to EMEA.

For the nine months ended September 30, 2020, approximately $367.4 million of the charges are North America related, $11.6 million are EMEA related, $6.4 million are Latin America related and $3.6 million are Asia-Pacific related.

A summary of the activity in the restructuring reserve related to the Company's 2020 restructuring plan, as well as prior restructuring plans in 2018 and 2017 are as follows:

(In thousands)			Employee Related Costs						Contract Exit Costs						Other Restructuring Related Costs
Balance at January 1, 2021			$	12,868					$	61,642					$	6,098
Net additions (recoveries) charged to expense			(845)						17,814						(872)
Cash payments charged against reserve			(5,471)						(45,378)						(6,078)
Foreign exchange and other			(1,086)						(1,443)						140
Balance at September 30, 2021			$	5,466					$	32,635					$	(712)

During the three and nine months ended September 30, 2021, the Company also incurred net costs of $6.4 million and $10.3 million, respectively, associated with abandoned facilities and the write off of fixed assets under the 2020 restructuring plan.

The Company enters into operating leases domestically and internationally to lease certain warehouse space, office facilities, space for its brand and factory house stores, and certain equipment under non-cancelable operating leases. The leases expire at various dates through 2035, excluding extensions at the Company's option, and include provisions for rental adjustments.

The Company accounts for a contract as a lease when it has the right to direct the use of the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines the initial classification and measurement of its right-of-use ("ROU") assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent the Company’s right to control the underlying assets under lease, over the contractual term. ROU assets and lease liabilities are recognized on the unaudited condensed consolidated balance sheets based on the present value of future minimum lease payments to be made over the lease term. ROU assets and lease liabilities are established on the Company's unaudited condensed consolidated balance sheets for leases with an expected term greater than one year. Short-term lease payments were not material for the three and nine months ended September 30, 2021 and 2020.

As the rate implicit in a lease is not readily determinable, the Company uses its secured incremental borrowing rate to determine the present value of the lease payments. The Company calculates the incremental borrowing rate based on the current market yield curve and adjusts for foreign currency impacts for international leases.

Fixed lease costs are included in the recognition of ROU assets and lease liabilities. Variable lease costs are not included in the measurement of the lease liability. These variable lease payments are recognized in the unaudited condensed consolidated statements of operations in the period in which the obligation for those payments is incurred. Variable lease payments primarily consist of payments dependent on sales in brand and factory house stores. The Company has elected to combine lease and non-lease components in the determination of lease costs for its leases. The lease liability includes lease payments related to options to extend or renew the lease term only if the Company is reasonably certain to exercise those options.

As a result of the impacts of COVID-19, the Company sought concessions during Fiscal 2020 from landlords for certain leases of brand and factory house stores in the form of rent deferrals or rent waivers. Consistent with

The Company's rent deferrals had no impact to rent expense during the three and nine months ended September 30, 2021 and 2020, and amounts deferred and payable in future periods have been included in short term lease liability on the Company's unaudited condensed consolidated balance sheet as of September 30, 2021. The Company's rent waivers, which were recorded as a reduction of rent expense, were approximately $2.2 million and $5.1 million for the three and nine months ended September 30, 2021, respectively, and $1.0 million and $3.4 million for the three and nine months ended September 30, 2020, respectively.

The Company recognizes lease expense on a straight-line basis over the lease term.

The following table illustrates operating and variable lease costs, included in selling, general and administrative expenses within the Company's unaudited condensed consolidated statement of operations, for the periods indicated:

			Three months ended September 30,						Nine months ended September 30,
(In thousands)			2021			2020			2021			2020
Operating lease costs			$	35,630		$	36,882		$	106,973		$	108,614
Variable lease costs			$	4,650		$	2,879		$	12,025		$	5,447

There are no residual value guarantees that exist, and there are no restrictions or covenants imposed by leases. The Company rents or subleases excess office facilities and warehouse space to third parties. Sublease income is not material. The weighted average remaining lease term and discount rate for the periods indicated below were as follows:

			September 30, 2021						December 31, 2020						September 30, 2020
Weighted average remaining lease term (in years)			8.84						9.12						9.24
Weighted average discount rate			3.73		%				3.83		%				3.82		%

The following table presents supplemental information relating to cash flow arising from lease transactions:

			Three months ended September 30,						Nine months ended September 30,
(In thousands)			2021			2020			2021			2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases			$	44,161		$	37,810		$	135,035		$	113,784
Leased assets obtained in exchange for new operating lease liabilities			$	5,348		$	11,018		$	18,396		$	393,850

The following table presents the future minimum lease payments under our operating lease liabilities as of September 30, 2021:

(In thousands)
Fiscal year ending December 31,
2021 (three months ended)			$	49,090
2022			164,404
2023			144,415
2024			124,609
2025			95,162
2026 and thereafter			453,252
Total lease payments			$	1,030,932
Less: Interest			160,289
Total present value of lease liabilities			$	870,643

As of September 30, 2021, the Company has additional operating lease obligations that have not yet commenced of approximately $12.2 million, which are not reflected in the table above.

The Company's outstanding debt consisted of the following:

(In thousands)			As of September 30, 2021						As of December 31, 2020						As of September 30, 2020
1.50% Convertible Senior Notes due 2024			$	80,919					$	500,000					$	500,000
3.25% Senior Notes due 2026			600,000						600,000						600,000
Credit Facility borrowings			—						—						—
Total principal payments due			680,919						1,100,000						1,100,000
Unamortized debt discount on Convertible Senior Notes			(10,105)						(79,031)						(84,127)
Unamortized debt discount on Senior Notes			(1,194)						(1,385)						(1,448)
Unamortized debt issuance costs - Convertible Senior Notes			(1,086)						(8,763)						(9,403)
Unamortized debt issuance costs - Senior Notes			(2,536)						(2,940)						(3,074)
Unamortized debt issuance costs - Credit facility			(3,095)						(4,325)						(4,601)
Total amount outstanding			662,903						1,003,556						997,347
Less:
Current portion of long-term debt:
Credit Facility borrowings			—						—						—
Non-current portion of long-term debt			$	662,903					$	1,003,556					$	997,347

On March 8, 2019, the Company entered into an amended and restated credit agreement by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto (the “credit agreement”). The credit agreement has a term of five years, maturing in March 2024, with permitted extensions under certain circumstances. In May 2020, the Company entered into an amendment to the credit agreement (the “first amendment”), pursuant to which the prior revolving credit commitments were reduced from $1.25 billion to $1.1 billion of borrowings. Subsequently, in May 2021, the Company entered into a second amendment to the credit agreement (the "second amendment" and, the credit agreement as amended by the first amendment and the second amendment, the "amended credit agreement" or the "revolving credit facility"). The second amendment provides for certain changes to the Company's covenants and decreases to certain applicable

As of September 30, 2021, December 31, 2020 and September 30, 2020 there were no amounts outstanding under the revolving credit facility.

At the Company's request and a lender's consent, commitments under the amended credit agreement may be increased by up to $300.0 million in aggregate, subject to certain conditions as set forth in the amended credit agreement. Incremental borrowings are uncommitted and the availability thereof will depend on market conditions at the time the Company seeks to incur such borrowings.

Borrowings, if any, under the revolving credit facility have maturities of less than one year. Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of September 30, 2021, there was $4.4 million of letters of credit outstanding (December 31, 2020 and September 30, 2020 had $4.3 million and $15.5 million letters of credit outstanding, respectively).

The obligations of the Company under the amended credit agreement are guaranteed by certain domestic significant subsidiaries of Under Armour, Inc., subject to customary exceptions (the “subsidiary guarantors”) and primarily secured by a first-priority security interest in substantially all of the assets of Under Armour, Inc. and the subsidiary guarantors, excluding real property, capital stock in and debt of subsidiaries of Under Armour, Inc. holding certain real property and other customary exceptions.

The amended credit agreement contains negative covenants that, subject to significant exceptions, limit the Company's ability to, among other things: incur additional secured and unsecured indebtedness; pledge the assets as security; make investments, loans, advances, guarantees and acquisitions, (including investments in and loans to non-guarantor subsidiaries); undergo fundamental changes; sell assets outside the ordinary course of business; enter into transactions with affiliates; and make restricted payments.

The Company is also required to maintain a ratio of consolidated EBITDA, to consolidated interest expense of not less than 3.50 to 1.0 (the "interest coverage covenant") and the Company is not permitted to allow the ratio of consolidated total indebtedness to consolidated EBITDA to be greater than 3.25 to 1.0 (the "leverage covenant"), as described in more detail in the amended credit agreement.

As of September 30, 2021, the Company was in compliance with the applicable covenants.

In addition, the amended credit agreement contains events of default that are customary for a facility of this nature, and includes a cross default provision whereby an event of default under other material indebtedness, as defined in the amended credit agreement, will be considered an event of default under the amended credit agreement.

Borrowings under the amended credit agreement bear interest at a rate per annum equal to, at the Company’s option, either (a) an alternate base rate, (b) a rate based on the rates applicable for deposits in the interbank market for U.S. Dollars (“adjusted LIBOR”), (c) a rate based on the rates applicable for deposits in the interbank market for Japanese Yen ("adjusted TIBOR"), (d) a rate based on the rates applicable for deposits in the interbank market for Canadian Dollars ("adjusted CDOR"), or (e) a rate based on the rates applicable for deposits in the interbank market for Euro ("adjusted EURIBOR"), plus in each case an applicable margin. The applicable margin for loans will be adjusted by reference to a grid (the “pricing grid”) based on the leverage ratio of consolidated total indebtedness to consolidated EBITDA and ranges between 1.25% to 1.75% for adjusted LIBOR, adjusted TIBOR, adjusted CDOR and adjusted EURIBOR loans and 0.25% to 0.75% for alternate base rate loans. The Company will also pay a commitment fee determined in accordance with the pricing grid on the average daily unused amount of the revolving credit facility and certain fees with respect to letters of credit.

The weighted average interest rate under the revolving credit facility borrowings was 2.1% and 2.3% during the three and nine months ended September 30, 2020, respectively. There were no borrowings outstanding during the nine months ended September 30, 2021. As of September 30, 2021, the commitment fee was 25.0 basis points.

In May 2020, the Company issued $500.0 million aggregate principal amount of 1.50% convertible senior notes due 2024 (the “Convertible Senior Notes”). The Convertible Senior Notes bear interest at the rate of 1.50% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2020. The Convertible Senior Notes will mature on June 1, 2024, unless earlier converted in accordance with their terms, redeemed in accordance with their terms or repurchased.

The net proceeds from the offering (including the net proceeds from the exercise of the over-allotment option) was $488.8 million, after deducting the initial purchasers’ discount and estimated offering expenses paid by the Company, of which the Company used $47.9 million to pay the cost of the capped call transactions described below. The Company utilized $439.9 million to repay indebtedness that was outstanding under its revolving credit facility at the time, and to pay related fees and expenses.

The Convertible Senior Notes are not secured and are not guaranteed by any of the Company’s subsidiaries. The indenture governing the Convertible Senior Notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries.

In May 2021, the Company entered into exchange agreements with certain holders of the Convertible Senior Notes (the "first exchanging holders"), who agreed to exchange $250.0 million in aggregate principal amount of the Convertible Senior Notes for cash and/or shares of the Company's Class C Common Stock, plus payment for accrued and unpaid interest (the "First Exchange"). In connection with the First Exchange, the Company paid approximately $300.0 million cash and issued approximately 11.1 million shares of the Company's Class C Common Stock to the first exchanging holders. In August 2021, the Company entered into additional exchange agreements with certain holders of the Convertible Senior Notes (the "second exchanging holders"), who agreed to exchange approximately $169.1 million in aggregate principal amount of the Convertible Senior Notes for cash and/or shares of the Company's Class C Common Stock, plus payment for accrued an unpaid interest (the "Second Exchange" and, together with the First Exchange, the "Exchanges"). In connection with the Second Exchange, the Company paid approximately $207.0 million cash and issued approximately 7.7 million shares of the Company's Class C Common Stock to the second exchanging holders. In connection with the Exchanges, the Company recognized a loss on debt extinguishment of approximately $23.8 million and $58.5 million for the three and nine months ended September 30, 2021, respectively, which has been recorded within Other Income (Expense), net on the Company's unaudited condensed consolidated statement of operations. Following the Exchanges, approximately $80.9 million aggregate principal amount of the Convertible Senior Notes remain outstanding.

The Convertible Senior Notes are convertible into cash, shares of the Company’s Class C Common Stock or a combination of cash and shares of Class C Common Stock, at the Company’s election, as described further below. The initial conversion rate is 101.8589 shares of the Company’s Class C Common Stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial conversion price of approximately $9.82 per share of Class C Common Stock), subject to adjustment if certain events occur. Prior to the close of business on the business day immediately preceding January 1, 2024, holders may (at their option) convert their Convertible Senior Notes only upon satisfaction of one or more of the following conditions:

•during any calendar quarter commencing after the calendar quarter ended on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s Class C Common Stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class C Common Stock and the conversion rate on each such trading day;

•upon the occurrence of specified corporate events or distributions on the Company’s Class C Common Stock; or

•if the Company calls any Convertible Senior Notes for redemption prior to the close of business on the business day immediately preceding January 1, 2024.

On or after January 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Senior Notes at the conversion rate at any time irrespective of the foregoing conditions.

On or after December 6, 2022, the Company may redeem for cash all or any part of the Convertible Senior Notes, at its option, if the last reported sale price of the Company’s Class C Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the aggregate principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Senior Notes) prior to the maturity date, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Senior Notes in principal amounts of $1,000 or an integral multiple thereof at a price which will be equal to 100% of the aggregate principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Concurrently with the offering of the Convertible Senior Notes, the Company entered into privately negotiated capped call transactions with JPMorgan Chase Bank, National Association, HSBC Bank USA, National Association, and Citibank, N.A. (the “option counterparties”). The capped call transactions are expected generally to reduce potential dilution to the Company’s Class C Common Stock upon any conversion of Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the aggregate principal amount of converted Convertible Senior Notes upon any conversion thereof, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The cap price of the capped call transactions is initially $13.4750 per share of the Company’s Class C Common Stock, representing a premium of 75% above the last reported sale price of the Company’s Class C Common Stock on May 21, 2020, and is subject to certain adjustments under the terms of the capped call transactions.

In May 2021 and August 2021, concurrently with the Exchanges, the Company entered into, with each of the option counterparties, termination agreements relating to a number of options corresponding to the number of Convertible Senior Notes exchanged. Pursuant to such termination agreements, each of the option counterparties paid the Company a cash settlement amount in respect of the portion of capped call transactions being terminated. The Company received approximately $53.0 million and $38.6 million, in connection with such termination agreements related to the First Exchange and the Second Exchange, respectively.

The Convertible Senior Notes contain a cash conversion feature, and as a result, the Company has separated it into liability and equity components. The Company valued the liability component based on its borrowing rate for a similar debt instrument that does not contain a conversion feature. The equity component, which is recognized as a debt discount, was valued as the difference between the face value of the Convertible Senior Notes and the fair value of the liability component.

In connection with the Convertible Senior Notes issuance, the Company incurred deferred financing costs of $12.3 million, primarily related to fees paid to the initial purchasers of the offering, as well as legal and accounting fees. These costs were allocated on a pro rata basis, with $10.0 million allocated to the debt component and $2.2 million allocated to the equity component.

The debt discount and the debt portion of the deferred financing costs are being amortized to interest expense over the term of the Convertible Senior Notes using the effective interest rate method. The effective interest rate for the three months ended September 30, 2021 was 6.8%.

In June 2016, the Company issued $600.0 million aggregate principal amount of 3.250% senior unsecured notes due June 15, 2026 (the “Senior Notes”). Interest is payable semi-annually on June 15 and December 15 beginning December 15, 2016. The Company may redeem some or all of the Senior Notes at any time, or from time to time, at redemption prices described in the indenture governing the Senior Notes. The indenture governing the Senior Notes contains negative covenants that limit the Company’s ability to engage in certain transactions and are subject to material exceptions described in the indenture. The Company incurred and deferred $5.4 million in financing costs in connection with the Senior Notes.

Interest expense includes amortization of deferred financing costs, bank fees, capital and built-to-suit lease interest and interest expense under the credit and other long term debt facilities.

Interest expense, net, was $9.3 million and $15.0 million for the three months ended September 30, 2021 and 2020, respectively, and $36.7 million and $32.3 million for the nine months ended September 30, 2021 and 2020, respectively.

The Company monitors the financial health and stability of its lenders under the credit and other long term debt facilities, however during any period of significant instability in the credit markets, lenders could be negatively impacted in their ability to perform under these facilities.

On March 23, 2017, three separate securities cases previously filed against the Company in the United States District Court for the District of Maryland (the “District Court”) were consolidated under the caption In re Under Armour Securities Litigation, Case No. 17-cv-00388-RDB (the “Consolidated Securities Action”). On August 4, 2017, the lead plaintiff in the Consolidated Securities Action, Aberdeen City Council as Administrating Authority for the North East Scotland Pension Fund (“Aberdeen”), joined by named plaintiff Bucks County Employees Retirement Fund (“Bucks County”), filed a consolidated amended complaint (the “Amended Complaint”) against the Company, the Company’s then-Chief Executive Officer, Kevin Plank, and former Chief Financial Officers Lawrence Molloy and Brad Dickerson. The Amended Complaint alleged violations of Section 10(b) (and Rule 10b-5) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 20(a) control person liability under the Exchange Act against the officers named in the Amended Complaint, claiming that the defendants made material misstatements and omissions regarding, among other things, the Company's growth and consumer demand for certain of the Company's products. The class period identified in the Amended Complaint was September 16, 2015 through January 30, 2017. The Amended Complaint also asserted claims under Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Company’s public offering of senior unsecured notes in June 2016. The Securities Act claims were asserted against the Company, Mr. Plank, Mr. Molloy, the Company’s directors who signed the registration statement pursuant to which the offering was made and the underwriters that participated in the offering. The Amended Complaint alleged that the offering materials utilized in connection with the offering contained false and/or misleading statements and omissions regarding, among other things, the Company’s growth and consumer demand for certain of the Company’s products.

On November 9, 2017, the Company and the other defendants filed motions to dismiss the Amended Complaint. On September 19, 2018, the District Court dismissed the Securities Act claims with prejudice and the Exchange Act claims without prejudice. Lead plaintiff Aberdeen, joined by named plaintiff Monroe County Employees’ Retirement Fund (“Monroe”), filed a Second Amended Complaint on November 16, 2018, asserting claims under the Exchange Act and naming the Company and Mr. Plank as the remaining defendants. The remaining defendants filed a motion to dismiss the Second Amended Complaint on January 17, 2019. On August 19, 2019, the District Court dismissed the Second Amended Complaint with prejudice.

In September 2019, plaintiffs Aberdeen and Bucks County filed an appeal in the United States Court of Appeals for the Fourth Circuit challenging the decisions by the District Court on September 19, 2018 and August 19, 2019 (the “Appeal”). The Appeal was fully briefed as of January 16, 2020.

On November 6 and December 17, 2019, two purported shareholders of the Company filed putative securities class actions in the District Court against the Company and certain of its current and former executives (captioned Patel v. Under Armour, Inc., No. 1:19-cv-03209-RDB (“Patel”), and Waronker v. Under Armour, Inc., No. 1:19-cv-03581-RDB (“Waronker”), respectively). The complaints in Patel and Waronker alleged violations of Section 10(b) (and Rule 10b-5) of the Exchange Act, against all defendants, and Section 20(a) control person liability under the Exchange Act against the current and former officers named in the complaints. The complaints claimed that the defendants’ disclosures and statements supposedly misrepresented or omitted that the Company was purportedly shifting sales between quarterly periods allegedly to appear healthier and that the Company was under investigation

On November 18, 2019, Aberdeen, the lead plaintiff in the Consolidated Securities Action, filed in the District Court a motion for an indicative ruling under Federal Rule of Civil Procedure 62.1 (the “Rule 62.1 Motion”) seeking relief from the final judgment pursuant to Federal Rule of Civil Procedure 60(b). The Rule 62.1 Motion alleged that purported newly discovered evidence entitled Aberdeen to relief from the District Court’s final judgment. Aberdeen also filed motions seeking (i) to consolidate the Patel and Waronker cases with the Consolidated Securities Action, and (ii) to be appointed lead plaintiff over the consolidated cases.

On January 22, 2020, the District Court granted Aberdeen’s Rule 62.1 motion and indicated that it would grant a motion for relief from the final judgment and provide Aberdeen with the opportunity to file a third amended complaint if the Fourth Circuit remanded for that purpose. The District Court further stated that it would, upon remand, consolidate the Patel and Waronker cases with the Consolidated Securities Action and appoint Aberdeen as the lead plaintiff over the consolidated cases.

On August 13, 2020, the Fourth Circuit remanded the Appeal to the District Court for the limited purpose of allowing the District Court to rule on Aberdeen’s motion seeking relief from the final judgment pursuant to Federal Rule of Civil Procedure 60(b). On September 14, 2020, the District Court issued an order granting that relief. The District Court’s order also consolidated the Patel and Waronker cases into the Consolidated Securities Action and appointed Aberdeen as lead plaintiff over the Consolidated Securities Action.

On October 14, 2020, Aberdeen, along with named plaintiffs Monroe and KBC Asset Management NV, filed a third amended complaint (the “TAC”) in the Consolidated Securities Action, asserting claims under Sections 10(b) and 20(a) of the Exchange Act against the Company and Mr. Plank and under Section 20A of the Exchange Act against Mr. Plank. The TAC alleges that the defendants supposedly concealed purportedly declining consumer demand for certain of the Company's products between the third quarter of 2015 and the fourth quarter of 2016 by making allegedly false and misleading statements regarding the Company’s performance and future prospects and by engaging in undisclosed and allegedly improper sales and accounting practices, including shifting sales between quarterly periods allegedly to appear healthier. The TAC also alleges that the defendants purportedly failed to disclose that the Company was under investigation by and cooperating with DOJ and the SEC since July 2017. The class period identified in the TAC is September 16, 2015 through November 1, 2019.

On December 4, 2020, the Company and Mr. Plank filed a motion to dismiss the TAC for failure to state a claim. That motion was denied by the Court on May 18, 2021. Discovery in the Consolidated Securities Action commenced on June 4, 2021 and is currently ongoing. On July 23, 2021, the Company and Mr. Plank filed an answer to the TAC denying all allegations of wrongdoing and asserting affirmative defenses to the claims asserted in the TAC.

The Company continues to believe that the claims asserted in the Consolidated Securities Action are without merit and intends to defend the lawsuit vigorously. However, because of the inherent uncertainty as to the outcome of this proceeding, the Company is unable at this time to estimate the possible impact of this matter.

In June and July 2018, two purported stockholder derivative complaints were filed in Maryland state court (in cases captioned Kenney v. Plank, et al. (filed June 29, 2018) and Luger v. Plank, et al. (filed July 26, 2018), respectively). The cases were consolidated on October 19, 2018 under the caption Kenney v. Plank, et. al. The consolidated complaint in the Kenney matter names Mr. Plank, certain other current and former members of the Company’s Board of Directors, certain former Company executives, and Sagamore Development Company, LLC (“Sagamore”) as defendants, and names the Company as a nominal defendant. The consolidated complaint asserts breach of fiduciary duty, unjust enrichment, and corporate waste claims against the individual defendants and asserts a claim against Sagamore for aiding and abetting certain of the alleged breaches of fiduciary duty. The consolidated complaint seeks damages on behalf of the Company and certain corporate governance related actions.

The consolidated complaint includes allegations similar to those in the Amended Complaint in the Consolidated Securities Action matter discussed above, challenging, among other things, the Company’s disclosures related to growth and consumer demand for certain of the Company’s products, as well as stock sales by certain individual defendants. The consolidated complaint also makes allegations related to the Company’s purchase of certain parcels of land from entities controlled by Mr. Plank (through Sagamore). Sagamore purchased the parcels in 2014. Its total investment in the parcels was approximately $72.0 million, which included the initial $35.0 million purchase price for the property, an additional $30.6 million to terminate a lease encumbering the property and approximately $6.4 million of development costs. As previously disclosed, in June 2016, the Company purchased the

On March 29, 2019, the court in the consolidated Kenney action granted the Company’s and the defendants’ motion to stay that case pending the outcome of both the Consolidated Securities Action and an earlier-filed derivative action asserting similar claims relating to the Company’s purchase of parcels in Port Covington (which derivative action has since been dismissed in its entirety). The court ordered stay in the consolidated Kenney action remains in effect at this time. In March 2021, the court in the consolidated Kenney action issued a notice of contemplated dismissal for lack of prosecution without prejudice pursuant to Maryland Rule 2-507. The court issued a second notice of contemplated dismissal for lack of prosecution without prejudice in August 2021.

Prior to the filing of the derivative complaints in Kenney v. Plank, et al. and Luger v. Plank, et al., both of the purported stockholders had sent the Company’s Board of Directors a letter demanding that the Company pursue claims similar to the claims asserted in the derivative complaints. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims should not be pursued by the Company and informed both of these purported stockholders of that determination.

Between August 11, 2020 and October 21, 2020, three additional purported shareholder derivative complaints were filed in Maryland state court (in cases captioned Cordell v. Plank, et al. (filed August 11, 2020), Klein v. Plank, et al. (filed October 2, 2020), and Salo v. Plank, et al. (filed October 21, 2020), respectively).

The complaints in these cases name Mr. Plank, certain other current and former members of the Company’s Board of Directors, and certain current and former Company executives as defendants, and name the Company as a nominal defendant. The complaints in these actions assert allegations similar to those in the TAC filed in the Consolidated Securities Action matter discussed above, including allegations challenging (i) the Company’s disclosures related to growth and consumer demand for certain of the Company’s products; (ii) the Company’s practice of shifting sales between quarterly periods supposedly to appear healthier and its purported failure to disclose that practice; (iii) the Company’s internal controls with respect to revenue recognition and inventory management; (iv) the Company’s supposed failure to timely disclose investigations by the SEC and DOJ; (v) the compensation paid to the Company’s directors and executives while the alleged wrongdoing was occurring; and/or (vi) stock sales by certain individual defendants. The complaints assert breach of fiduciary duty, unjust enrichment, and corporate waste claims against the individual defendants. These complaints seek damages on behalf of the Company and certain corporate governance related actions.

Prior to the filing of the derivative complaints in these three actions, none of the purported stockholders made a demand that the Company’s Board of Directors pursue the claims asserted in the complaints.

In March 2021, the court issued an order dismissing the Klein matter for lack of jurisdiction without prejudice pursuant to Maryland Rule 2-507. In October 2021, the court issued an order (i) consolidating the Cordell and Salo actions with the consolidated Kenney action into a single consolidated derivative action (the "Consolidated State Derivative Action"); (ii) designating the Kenney action as the lead case; and (iii) specifying that the scheduling order in the Kenney action shall control the Consolidated State Derivative Action.

The Company believes that the claims asserted in the derivative complaints filed in Maryland state court are without merit and intends to defend these matters vigorously. However, because of the inherent uncertainty as to the outcome of these proceedings, the Company is unable at this time to estimate the possible impact of the outcome of these matters.

In July 2018, a stockholder derivative complaint was filed in the United States District Court for the District of Maryland, in a case captioned Andersen v. Plank, et al. The complaint in the Andersen matter names Mr. Plank, certain other current and former members of the Company’s Board of Directors and certain former Company executives as defendants, and names the Company as a nominal defendant. The complaint asserts breach of fiduciary duty and unjust enrichment claims against the individual defendants, and seeks damages on behalf of the Company and certain corporate governance related actions. The complaint includes allegations similar to those in the Amended Complaint in the Consolidated Securities Action matter discussed above, challenging, among other

The Andersen action was stayed from December 2018 to August 2019 and again from September 2019 to September 2020 (the “2019 Stay Order”). Pursuant to a series of court ordered stipulations, the terms of the 2019 Stay Order remained in effect through and including January 19, 2021. The stay expired on January 19, 2021.

Prior to the filing of the complaint in the Andersen action, the plaintiff had sent the Company’s Board of Directors a letter demanding that the Company pursue claims similar to the claims asserted in the complaint. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims should not be pursued by the Company and informed the plaintiff of that determination. During the pendency of the Andersen action, the plaintiff sent the Company’s Board of Directors a second letter demanding that the Company pursue claims similar to the claims asserted in the TAC in the Consolidated Securities Action. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims should not be pursued by the Company and informed the plaintiff of that determination.

In September 2020, two additional derivative complaints were filed in the United States District Court for the District of Maryland (in cases captioned Olin v. Plank, et al. (filed September 1, 2020), and Smith v. Plank, et al. (filed September 8, 2020), respectively). Prior to the filing of the derivative complaints in these two actions, neither of the purported stockholders made a demand that the Company’s Board of Directors pursue the claims asserted in the complaints. On November 20, 2020, another derivative complaint was filed in the United States District Court for the District of Maryland, in a case captioned Viskovich v. Plank, et al. Prior to filing his derivative complaint, the plaintiff in the Viskovich matter made a demand that the Company’s Board of Directors pursue the claims asserted in the complaint but filed suit before the Board had responded to the demand. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims asserted in the demand by the plaintiff in the Viskovich action should not be pursued by the Company and informed the plaintiff of that determination.

The complaints in the Olin, Smith, and Viskovich cases name Mr. Plank, certain other current and former members of the Company’s Board of Directors, and certain current and former Company executives as defendants, and name the Company as a nominal defendant. The complaints in these actions assert allegations similar to those in the TAC filed in the Consolidated Securities Action matter discussed above, including allegations challenging (i) the Company’s disclosures related to growth and consumer demand for certain of the Company’s products; (ii) the Company’s practice of shifting sales between quarterly periods supposedly to appear healthier and its purported failure to disclose that practice; (iii) the Company’s internal controls with respect to revenue recognition and inventory management; (iv) the Company’s supposed failure to timely disclose investigations by the SEC and DOJ; and/or (v) the compensation paid to the Company’s directors and executives while the alleged wrongdoing was occurring. The complaints assert breach of fiduciary duty, unjust enrichment, gross mismanagement, and/or corporate waste claims against the individual defendants. The Viskovich complaint also asserts a contribution claim against certain defendants under the federal securities laws. These complaints seek damages on behalf of the Company and certain corporate governance related actions.

On January 27, 2021, the court entered an order consolidating for all purposes the Andersen, Olin, Smith and Viskovich actions into a single action under the caption Andersen v. Plank, et al. (the “Federal Court Derivative Action”). In February 2021, counsel for the Smith and Olin plaintiffs, on the one hand, and counsel for the Andersen and Viskovich plaintiffs, on the other hand, filed motions seeking to be appointed as lead counsel in the Federal Court Derivative Action. These motions are currently pending.

The Company believes that the claims asserted in the Federal Court Derivative Action are without merit and intends to defend this matter vigorously. However, because of the inherent uncertainty as to the outcome of this proceeding, the Company is unable at this time to estimate the possible impact of the outcome of this matter.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The fair value accounting guidance outlines a valuation framework, creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures, and prioritizes the inputs used in measuring

fair value as follows:

Level 1:			Observable inputs such as quoted prices in active markets;
Level 2:			Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:			Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Our financial assets (liabilities) measured at fair value on a recurring basis consisted of the following types of instruments as of the following periods:

						September 30, 2021																		December 31, 2020																		September 30, 2020
(In thousands)						Level 1						Level 2						Level 3						Level 1						Level 2						Level 3						Level 1						Level 2						Level 3
Derivative foreign currency contracts (see Note 8)						$	—					$	3,197					$	—					$	—					$	(22,122)					$	—					$	—					$	(203)					$	—
TOLI policies held by the Rabbi Trust						$	—					$	8,525					$	—					$	—					$	7,697					$	—					$	—					$	7,229					$	—
Deferred Compensation Plan obligations						$	—					$	(15,122)					$	—					$	—					$	(14,314)					$	—					$	—					$	(13,113)					$	—

Fair values of the financial assets and liabilities listed above are determined using 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. The foreign currency contracts represent unrealized gains and losses on derivative contracts, which is the net difference between the U.S. dollar value to be received or paid at the contracts’ settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current market exchange rate. The fair value of the trust owned life insurance (“TOLI”) policies held by the Rabbi Trust are based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are initially made in the same funds and purchased in substantially the same amounts as the selected investments of participants in the Under Armour, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), which represent the underlying liabilities to participants in the Deferred Compensation Plan. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments.

As of September 30, 2021, December 31, 2020, and September 30, 2020, the fair value of the Convertible Senior Notes was $150.2 million, $828.2 million, and $624.8 million, respectively. The Company entered into exchange agreements with certain holders during the three and nine months ended September 30, 2021 to exchange approximately $169.0 million and $419.0 million, respectively, in aggregate principal amount of the Convertible Senior Notes for a combination of cash and shares (see Note 5 to the unaudited condensed consolidated financial statements).

As of September 30, 2021, December 31, 2020, and September 30, 2020, the fair value of the Senior Notes was $622.5 million, $602.6 million, and $566.6 million, respectively.

The fair value of long term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2).

Certain assets are not remeasured to fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. These assets can include long-lived assets and goodwill that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.

The Company is exposed to global market risks, including the effects of changes in foreign currency and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business and does not hold or issue derivatives for trading or speculative purposes.

The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP. The Company formally documents all relationships between designated hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking

The Company's foreign exchange risk management program consists of designated cash flow hedges and undesignated hedges. As of September 30, 2021, the Company has hedge instruments primarily for:

•British Pound/U.S. Dollar;

•U.S. Dollar/Chinese Renminbi;

•Euro/U.S. Dollar;

•U.S. Dollar/Canadian Dollar;

•U.S. Dollar/Mexican Peso;

•U.S. Dollar/Japanese Yen; and

•U.S. Dollar/Korean Won currency pairs.

All derivatives are recognized on the unaudited condensed consolidated balance sheets at fair value and classified based on the instrument’s maturity date.

The following table presents the fair values of derivative instruments within the unaudited condensed consolidated balance sheets. Refer to Note 7 of the unaudited condensed consolidated financial statements for a discussion of the fair value measurements:

(In thousands)						Balance Sheet Classification			September 30, 2021						December 31, 2020						September 30, 2020
Derivatives designated as hedging instruments under ASC 815
Foreign currency contracts						Other current assets			$	6,424					$	—					$	5,659
Foreign currency contracts						Other long term assets			4,377						—						—
Total derivative assets designated as hedging instruments									$	10,801					$	—					$	5,659
Foreign currency contracts						Other current liabilities			$	7,123					$	17,601					$	4,942
Foreign currency contracts						Other long term liabilities			620						6,469						—
Total derivative liabilities designated as hedging instruments									$	7,743					$	24,070					$	4,942
Derivatives not designated as hedging instruments under ASC 815
Foreign currency contracts						Other current assets			$	4,935					$	2,384					$	5,373
Total derivative assets not designated as hedging instruments									$	4,935					$	2,384					$	5,373
Foreign currency contracts						Other current liabilities			$	2,242					$	6,464					$	1,714
Total derivative liabilities not designated as hedging instruments									$	2,242					$	6,464					$	1,714

The following table presents the amounts in the unaudited condensed consolidated statements of operations in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items:

			Three months ended September 30,																		Nine months ended September 30,
			2021									2020									2021									2020
(In thousands)			Total			Amount of Gain (Loss) on Cash Flow Hedge Activity						Total			Amount of Gain (Loss) on Cash Flow Hedge Activity						Total			Amount of Gain (Loss) on Cash Flow Hedge Activity						Total			Amount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues			$	1,545,532		$	(1,953)					$	1,433,021		$	218					$	4,154,261		$	(7,477)					$3,070,901			$	3,495
Cost of goods sold			$	757,428		$	(3,947)					$	746,701		$	4,496					2,068,695			(8,586)						1,604,428			7,179
Interest income (expense), net			$	(9,261)		$	(9)					$	(14,955)		$	(9)					(36,705)			(27)						(32,251)			(27)
Other income (expense), net			$	(29,476)		$	—					$	(7,184)		$	4					(75,150)			—						(10,493)			25

The following tables present the amounts affecting the unaudited statements of comprehensive income (loss):

(In thousands)			Balance as of June 30, 2021			Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives			Amount of gain (loss) reclassified from other comprehensive income (loss) into income			Balance as of September 30, 2021
Derivatives designated as cash flow hedges
Foreign currency contracts			$	(20,346)		$	14,459		$	(5,900)		$	13
Interest rate swaps			(522)			—			(9)			(513)
Total designated as cash flow hedges			$	(20,868)		$	14,459		$	(5,909)		$	(500)

(In thousands)			Balance as of December 31, 2020			Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives			Amount of gain (loss) reclassified from other comprehensive income (loss) into income			Balance as of September 30, 2021
Derivatives designated as cash flow hedges
Foreign currency contracts			$	(25,908)		$	9,858		$	(16,063)		$	13
Interest rate swaps			(541)			—			(28)			$	(513)
Total designated as cash flow hedges			$	(26,449)		$	9,858		$	(16,091)		$	(500)

(In thousands)			Balance as of June 30, 2020			Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives			Amount of gain (loss) reclassified from other comprehensive income (loss) into income			Balance as of September 30, 2020
Derivatives designated as cash flow hedges
Foreign currency contracts			$	26,200		$	(18,432)		$	4,701		$	3,066
Interest rate swaps			(559)			—			(9)			(550)
Total designated as cash flow hedges			$	25,641		$	(18,432)		$	4,692		$	2,516

(In thousands)			Balance as of December 31, 2019			Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives			Amount of gain (loss) reclassified from other comprehensive income (loss) into income			Balance as of September 30, 2020
Derivatives designated as cash flow hedges
Foreign currency contracts			$	(6,005)		$	19,727		$	10,655		$	3,066
Interest rate swaps			(577)			—			(27)			(550)
Total designated as cash flow hedges			$	(6,582)		$	19,727		$	10,628		$	2,516

The following table presents the amounts in the unaudited condensed consolidated statements of operations in which the effects of undesignated derivative instruments are recorded and the effects of fair value hedge activity on these line items:

			Three months ended September 30,																		Nine months ended September 30,
			2021									2020									2021									2020
(In thousands)			Total			Amount of Gain (Loss) on Fair Value Hedge Activity						Total			Amount of Gain (Loss) on Fair Value Hedge Activity						Total			Amount of Gain (Loss) on Fair Value Hedge Activity						Total			Amount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net			$	(29,476)		$	(2,382)					$	(7,184)		$	(962)					$	(75,150)		$	(3,197)					$	(10,493)		$	1,022

The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions generated by its international subsidiaries in currencies other than their local currencies. These gains and losses are driven by non-functional currency generated revenue, non-functional currency inventory purchases, investments in U.S. Dollar denominated available-for-sale debt securities, and certain other intercompany transactions. The Company enters into foreign currency contracts to reduce the risk associated with the foreign currency exchange rate fluctuations on these transactions. Certain contracts are designated as cash flow hedges. As of September 30, 2021, December 31, 2020, and September 30, 2020, the aggregate notional value of the Company's outstanding cash flow hedges was $739.1 million, $812.5 million, and $301.2 million, respectively, with contract maturities ranging from one to twenty-four months.

The Company may enter into long term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of the Company's long term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations. The interest rate swap contracts are accounted for as cash flow hedges. Refer to Note 5 of the unaudited condensed consolidated financial statements for a discussion of long term debt. As of September 30, 2021, December 31, 2020, and September 30, 2020, the Company had no outstanding interest rate swap contracts.

For contracts designated as cash flow hedges, the changes in fair value are reported as other comprehensive income (loss) and are recognized in current earnings in the period or periods during which the hedged transaction affects current earnings. Effective hedge results are classified in the unaudited condensed consolidated statements of operations in the same manner as the underlying exposure.

The Company may elect to enter into foreign exchange forward contracts to mitigate the change in fair value of specific assets and liabilities on the unaudited condensed consolidated balance sheets. These undesignated instruments are recorded at fair value as a derivative asset or liability on the unaudited condensed consolidated balance sheets with their corresponding change in fair value recognized in other expense, net, together with the re-measurement gain or loss from the hedged balance sheet position. As of September 30, 2021, December 31, 2020, and September 30, 2020, the total notional value of the Company's outstanding undesignated derivative instruments was $431.1 million, $313.1 million, and $262.9 million, respectively.

The Company enters into derivative contracts with major financial institutions with investment grade credit ratings and is exposed to credit losses in the event of non-performance by these financial institutions. This credit risk is generally limited to the unrealized gains in the derivative contracts. However, the Company monitors the credit quality of these financial institutions and considers the risk of counterparty default to be minimal.

The Company computes its quarterly income tax provision under the effective tax rate method by applying an estimated anticipated annual effective rate to the year-to-date earnings. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to ordinary income or loss in the loss jurisdiction. Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs. For the comparable three and nine months ended September 30, 2021 and 2020 respectively, all global jurisdictions were included in the estimated annual effective tax rate.

The effective rates for income taxes were 14.2% and (10.2)% for the three months ended September 30, 2021 and 2020, respectively. The change in the Company’s effective tax rate was primarily driven by the proportion of earnings subject to tax in the United States as compared to foreign jurisdictions in each period, the recording of valuation allowance releases against current 2021 earnings forecasted in the United States, and discrete items during the three months ended September 30, 2020.

The Company evaluates on a quarterly basis whether the deferred tax assets are realizable which requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company's deferred tax assets, which increase income tax expense in the period when such a determination is made.

As noted in the Company's Annual Report on Form 10-K for Fiscal 2020, a significant portion of the Company’s deferred tax assets relate to United States federal and state taxing jurisdictions. Realization of these deferred tax assets is dependent on future United States pre-tax earnings. As of September 30, 2021 the Company continues to believe that the weight of the negative evidence outweighs the positive evidence regarding the realization of the Company’s United States federal and the majority of the United States state deferred tax assets. Accordingly, the Company continues to maintain valuation allowances on these deferred tax assets. Furthermore, consistent with prior periods, valuation allowances have also been recorded against select foreign deferred tax assets in jurisdictions where the weight of negative evidence outweighs the positive evidence regarding the realization of deferred tax assets.

The following represents a reconciliation from basic income (loss) per share to diluted income (loss) per share:

			Three Months Ended September 30,												Nine Months Ended September 30,
(In thousands, except per share amounts)			2021						2020						2021						2020
Numerator
Net income (loss)			$	113,444					$	38,946					$	250,403					$	(733,630)
Denominator
Weighted average common shares outstanding Class A, B and C			470,002						454,541						461,908						453,847
Effect of dilutive securities Class A, B, and C			3,114						2,133						3,010						—
Weighted average common shares and dilutive securities outstanding Class A, B, and C			473,116						456,674						464,918						453,847
Basic net income (loss) per share of Class A, B and C common stock			$	0.24					$	0.09					$	0.54					$	(1.62)
Diluted net income (loss) per share of Class A, B and C common stock			$	0.24					$	0.09					$	0.54					$	(1.62)

Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock options and restricted stock units representing 0.5 million and 1.9 million shares of Class A and Class C Common Stock outstanding for the three and nine months ended September 30, 2021, respectively, (three and nine months ended September 30, 2020 - 7.3 million and 0 respectively), were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. Due to the Company being in a net loss position for the nine months ended September 30, 2020, there were no stock options or restricted stock units included in the computation of diluted earnings per share, as their effect would have been anti-dilutive.

The Company’s operating segments are based on how the Chief Operating Decision Maker (“CODM”) makes decisions about allocating resources and assessing performance. As such, the CODM receives discrete financial information for the Company's principal business by geographic region based on the Company’s strategy of being a global brand. These geographic regions include North America, Europe, the Middle East and Africa (“EMEA”), Asia-Pacific, and Latin America. Each geographic segment operates exclusively in one industry: the development, marketing and distribution of branded performance apparel, footwear and accessories. Total expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the CODM.

Prior to the sale of MyFitnessPal in December 2020, the CODM also received discrete financial information for the Connected Fitness Segment. However, beginning January 1, 2021, the Company no longer reports Connected Fitness as a discrete reportable operating segment (see Note 1 to the unaudited condensed consolidated financial

The Company excludes certain corporate costs from its segment profitability measures. The Company reports these costs within Corporate Other, along with the revenue and costs related to the Company's MMR platforms, which is designed to provide increased transparency and comparability of the Company's operating segments' performance. Furthermore, the majority of the costs included within Corporate Other consists largely of general and administrative expenses not allocated to an operating segment, including expenses associated with centrally managed departments such as global marketing, global IT, global supply chain, innovation, and other corporate support functions; costs related to the Company's global assets and global marketing; costs related to the Company’s headquarters such as restructuring and restructuring related charges; and certain foreign currency hedge gains and losses.

The following tables summarize the Company's net revenues and operating income (loss) by its geographic segments. Intercompany balances were eliminated for separate disclosure:

			Three Months Ended September 30,												Nine Months Ended September 30,
(In thousands)			2021						2020						2021						2020
Net revenues
North America			$	1,035,862					$	962,565					$	2,747,082					$	2,021,247
EMEA			241,201						210,111						642,308						437,140
Asia-Pacific			211,950						178,895						614,539						397,846
Latin America			56,380						44,338						151,203						108,573
Corporate Other (1)			139						37,112						(871)						106,095
Total net revenues			$	1,545,532					$	1,433,021					$	4,154,261					$	3,070,901

			Three Months Ended September 30,												Nine Months Ended September 30,
(In thousands)			2021						2020						2021						2020
Operating income (loss)
North America			$	292,367					$	224,593					$	728,698					$	251,579
EMEA			41,772						40,834						108,350						43,840
Asia-Pacific			40,529						19,248						111,088						(30,040)
Latin America			10,831						1,802						18,289						(50,756)
Corporate Other (1)			(213,435)						(227,907)						(566,266)						(883,907)
Total operating income (loss)			172,064						58,570						400,159						(669,284)
Interest expense, net			(9,261)						(14,955)						(36,705)						(32,251)
Other income (expense), net			(29,476)						(7,184)						(75,150)						(10,493)
Income (loss) before income taxes			$	133,327					$	36,431					$	288,304					$	(712,028)