FALSE10-QT2022Q10001336917--12-31--12-31http://fasb.org/us-gaap/2021-01-31#AccountingStandardsUpdate202006MemberP5DP5D0.1018589P2YP1M00013369172022-01-012022-03-310001336917us-gaap:CommonClassAMember2022-01-012022-03-310001336917us-gaap:CommonClassCMember2022-01-012022-03-310001336917us-gaap:CommonClassAMember2022-04-30xbrli:shares0001336917us-gaap:ConvertibleCommonStockMember2022-04-300001336917us-gaap:CommonClassCMember2022-04-3000013369172022-03-31iso4217:USD00013369172021-12-3100013369172021-03-310001336917us-gaap:CommonClassAMember2022-03-31iso4217:USDxbrli:shares0001336917us-gaap:CommonClassAMember2021-03-310001336917us-gaap:CommonClassAMember2021-12-310001336917us-gaap:ConvertibleCommonStockMember2021-12-310001336917us-gaap:ConvertibleCommonStockMember2021-03-310001336917us-gaap:ConvertibleCommonStockMember2022-03-310001336917us-gaap:CommonClassCMember2021-03-310001336917us-gaap:CommonClassCMember2022-03-310001336917us-gaap:CommonClassCMember2021-12-3100013369172021-01-012021-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-12-310001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2020-12-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassCMember2020-12-310001336917us-gaap:AdditionalPaidInCapitalMember2020-12-310001336917us-gaap:RetainedEarningsMember2020-12-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-3100013369172020-12-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-01-012021-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassCMember2021-01-012021-03-310001336917us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001336917us-gaap:RetainedEarningsMember2021-01-012021-03-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-03-310001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2021-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassCMember2021-03-310001336917us-gaap:AdditionalPaidInCapitalMember2021-03-310001336917us-gaap:RetainedEarningsMember2021-03-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-12-310001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2021-12-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassCMember2021-12-310001336917us-gaap:AdditionalPaidInCapitalMember2021-12-310001336917us-gaap:RetainedEarningsMember2021-12-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-3100013369172021-01-012021-12-310001336917srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2021-12-310001336917srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2021-12-310001336917srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-12-310001336917us-gaap:RetainedEarningsMember2022-01-012022-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassCMember2022-01-012022-03-310001336917us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-01-012022-03-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-03-310001336917us-gaap:CommonStockMemberus-gaap:ConvertibleCommonStockMember2022-03-310001336917us-gaap:CommonStockMemberus-gaap:CommonClassCMember2022-03-310001336917us-gaap:AdditionalPaidInCapitalMember2022-03-310001336917us-gaap:RetainedEarningsMember2022-03-310001336917us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310001336917us-gaap:AccountingStandardsUpdate202006Membersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-01-010001336917ua:LeaseholdsAndTenantImprovementsMember2022-03-310001336917ua:LeaseholdsAndTenantImprovementsMember2021-12-310001336917us-gaap:FurnitureAndFixturesMember2022-03-310001336917us-gaap:FurnitureAndFixturesMember2021-12-310001336917us-gaap:BuildingMember2022-03-310001336917us-gaap:BuildingMember2021-12-310001336917us-gaap:ComputerSoftwareIntangibleAssetMember2022-03-310001336917us-gaap:ComputerSoftwareIntangibleAssetMember2021-12-310001336917us-gaap:OfficeEquipmentMember2022-03-310001336917us-gaap:OfficeEquipmentMember2021-12-310001336917us-gaap:EquipmentMember2022-03-310001336917us-gaap:EquipmentMember2021-12-310001336917us-gaap:LandMember2022-03-310001336917us-gaap:LandMember2021-12-310001336917us-gaap:ConstructionInProgressMember2022-03-310001336917us-gaap:ConstructionInProgressMember2021-12-310001336917us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2022-03-310001336917us-gaap:OtherCapitalizedPropertyPlantAndEquipmentMember2021-12-31xbrli:pure0001336917srt:NorthAmericaMember2021-12-310001336917us-gaap:EMEAMember2021-12-310001336917srt:AsiaPacificMember2021-12-310001336917srt:LatinAmericaMember2021-12-310001336917srt:NorthAmericaMember2022-01-012022-03-310001336917us-gaap:EMEAMember2022-01-012022-03-310001336917srt:AsiaPacificMember2022-01-012022-03-310001336917srt:LatinAmericaMember2022-01-012022-03-310001336917srt:NorthAmericaMember2022-03-310001336917us-gaap:EMEAMember2022-03-310001336917srt:AsiaPacificMember2022-03-310001336917srt:LatinAmericaMember2022-03-310001336917us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MinimumMember2022-01-012022-03-310001336917us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MaximumMember2022-01-012022-03-310001336917us-gaap:TechnologyBasedIntangibleAssetsMember2022-03-310001336917srt:MinimumMemberus-gaap:CustomerRelationshipsMember2022-01-012022-03-310001336917srt:MaximumMemberus-gaap:CustomerRelationshipsMember2022-01-012022-03-310001336917us-gaap:CustomerRelationshipsMember2022-03-310001336917srt:MinimumMemberua:LeaseRelatedIntangibleAssetsMember2022-01-012022-03-310001336917srt:MaximumMemberua:LeaseRelatedIntangibleAssetsMember2022-01-012022-03-310001336917ua:LeaseRelatedIntangibleAssetsMember2022-03-310001336917srt:MinimumMemberus-gaap:OtherIntangibleAssetsMember2022-01-012022-03-310001336917us-gaap:OtherIntangibleAssetsMembersrt:MaximumMember2022-01-012022-03-310001336917us-gaap:OtherIntangibleAssetsMember2022-03-310001336917us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MinimumMember2021-01-012021-12-310001336917us-gaap:TechnologyBasedIntangibleAssetsMembersrt:MaximumMember2021-01-012021-12-310001336917us-gaap:TechnologyBasedIntangibleAssetsMember2021-12-310001336917srt:MinimumMemberus-gaap:CustomerRelationshipsMember2021-01-012021-12-310001336917srt:MaximumMemberus-gaap:CustomerRelationshipsMember2021-01-012021-12-310001336917us-gaap:CustomerRelationshipsMember2021-12-310001336917srt:MinimumMemberua:LeaseRelatedIntangibleAssetsMember2021-01-012021-12-310001336917srt:MaximumMemberua:LeaseRelatedIntangibleAssetsMember2021-01-012021-12-310001336917ua:LeaseRelatedIntangibleAssetsMember2021-12-310001336917srt:MinimumMemberus-gaap:OtherIntangibleAssetsMember2021-01-012021-12-310001336917us-gaap:OtherIntangibleAssetsMembersrt:MaximumMember2021-01-012021-12-310001336917us-gaap:OtherIntangibleAssetsMember2021-12-310001336917us-gaap:ConvertibleDebtMemberua:A150ConvertibleSeniorNotesMember2022-03-310001336917us-gaap:ConvertibleDebtMemberua:A150ConvertibleSeniorNotesMember2021-12-310001336917us-gaap:ConvertibleDebtMemberua:A150ConvertibleSeniorNotesMember2021-03-310001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2022-03-310001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2021-12-310001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2021-03-310001336917us-gaap:LineOfCreditMember2022-03-310001336917us-gaap:LineOfCreditMember2021-12-310001336917us-gaap:LineOfCreditMember2021-03-310001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2021-12-310001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2022-03-310001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2021-03-310001336917ua:CreditAgreementMember2022-03-310001336917us-gaap:LetterOfCreditMember2022-03-310001336917us-gaap:LetterOfCreditMember2021-12-310001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2021-05-012021-05-310001336917srt:MinimumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-03-310001336917srt:MaximumMemberus-gaap:LondonInterbankOfferedRateLIBORMember2022-01-012022-03-310001336917srt:MinimumMemberus-gaap:BaseRateMember2022-01-012022-03-310001336917srt:MaximumMemberus-gaap:BaseRateMember2022-01-012022-03-310001336917us-gaap:RevolvingCreditFacilityMemberua:CreditAgreementMember2022-01-012022-03-310001336917ua:A150ConvertibleSeniorNotesMember2022-03-310001336917ua:A150ConvertibleSeniorNotesMember2020-05-310001336917ua:A150ConvertibleSeniorNotesMember2020-05-012020-05-3100013369172020-05-012020-05-310001336917ua:A150ConvertibleSeniorNotesMember2021-05-012021-05-310001336917ua:A150ConvertibleSeniorNotesMember2021-08-012021-08-310001336917us-gaap:CommonClassCMemberua:A150ConvertibleSeniorNotesMember2021-05-012021-05-310001336917us-gaap:CommonClassCMemberua:A150ConvertibleSeniorNotesMember2021-08-012021-08-310001336917ua:A150ConvertibleSeniorNotesMember2021-04-012021-06-300001336917ua:A150ConvertibleSeniorNotesMember2021-07-012021-09-30utr:D00013369172021-05-012021-05-3100013369172021-08-012021-08-310001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2016-06-300001336917us-gaap:SeniorNotesMemberua:A3250SeniorNotesMember2016-12-310001336917us-gaap:PendingLitigationMemberua:UnderArmourSecuritiesLitigationCaseNo.17cv00388RDBMember2017-03-23ua:case0001336917ua:SecuritiesClassActionsMember2019-11-062019-12-17ua:plaintiff0001336917ua:DerivativeComplaintsMember2018-06-012018-07-310001336917us-gaap:LandMemberua:SagamoreDevelopmentCompanyLLCMember2014-12-310001336917us-gaap:LandMemberua:SagamoreDevelopmentCompanyLLCMember2014-01-012014-12-310001336917us-gaap:LandMember2016-06-012016-06-300001336917ua:DerivativeComplaintsMember2020-08-112020-10-210001336917ua:DerivativeComplaintsMember2020-09-012020-09-30ua:vote0001336917srt:MinimumMemberua:ClassACommonStockAndClassBConvertibleCommonStockMember2022-01-012022-03-310001336917ua:ClassCCommonStockRepurchaseProgramMember2022-02-230001336917ua:ClassCCommonStockRepurchaseProgramMember2022-02-2400013369172022-02-242022-02-240001336917us-gaap:CommonClassCMember2022-02-242022-02-240001336917us-gaap:RetainedEarningsMember2022-02-242022-02-240001336917us-gaap:SubsequentEventMemberus-gaap:CommonClassCMember2022-05-012022-05-090001336917ua:CustomerRefundLiabilityMember2022-01-012022-03-310001336917ua:CustomerRefundLiabilityMember2021-01-012021-12-310001336917ua:CustomerRefundLiabilityMember2021-01-012021-03-310001336917ua:InventoryAssociatedWithTheReservesMember2022-01-012022-03-310001336917ua:InventoryAssociatedWithTheReservesMember2021-01-012021-12-310001336917ua:InventoryAssociatedWithTheReservesMember2021-01-012021-03-310001336917srt:MinimumMemberua:A2020RestructuringPlanMember2020-12-310001336917srt:MaximumMemberua:A2020RestructuringPlanMember2020-12-310001336917ua:A2020RestructuringPlanMember2022-01-012022-03-310001336917ua:A2020RestructuringPlanMember2021-01-012021-03-310001336917us-gaap:ContractTerminationMemberua:A2020RestructuringPlanMember2022-01-012022-03-310001336917ua:A2020RestructuringPlanMember2022-03-310001336917us-gaap:EmployeeSeveranceMemberua:RestructuringPlan2017And2018Member2021-12-310001336917us-gaap:ContractTerminationMemberua:RestructuringPlan2017And2018Member2021-12-310001336917us-gaap:OtherRestructuringMemberua:RestructuringPlan2017And2018Member2021-12-310001336917us-gaap:EmployeeSeveranceMemberua:RestructuringPlan2017And2018Member2022-01-012022-03-310001336917us-gaap:ContractTerminationMemberua:RestructuringPlan2017And2018Member2022-01-012022-03-310001336917us-gaap:OtherRestructuringMemberua:RestructuringPlan2017And2018Member2022-01-012022-03-310001336917us-gaap:EmployeeSeveranceMemberua:RestructuringPlan2017And2018Member2022-03-310001336917us-gaap:ContractTerminationMemberua:RestructuringPlan2017And2018Member2022-03-310001336917us-gaap:OtherRestructuringMemberua:RestructuringPlan2017And2018Member2022-03-310001336917us-gaap:CommonClassAMemberua:TwoThousandFivePlanMember2022-03-310001336917ua:TwoThousandFivePlanMemberus-gaap:CommonClassCMember2022-03-310001336917srt:MinimumMemberua:TwoThousandFivePlanMember2022-01-012022-03-310001336917srt:MaximumMemberua:TwoThousandFivePlanMember2022-01-012022-03-310001336917us-gaap:EmployeeStockOptionMember2022-01-012022-03-310001336917ua:DirectorCompensationPlanMember2022-01-012022-03-31ua:installment0001336917ua:TwoThousandFivePlanMember2022-01-012022-03-310001336917ua:TwoThousandFivePlanMember2022-03-310001336917ua:DirectorCompensationPlanMember2022-03-310001336917ua:DeferredStockUnitsMember2022-03-310001336917ua:EmployeeStockPurchasePlanMember2022-01-012022-03-310001336917us-gaap:CommonClassAMemberua:EmployeeStockPurchasePlanMember2022-03-310001336917ua:EmployeeStockPurchasePlanMemberus-gaap:CommonClassCMember2022-03-310001336917ua:EmployeeStockPurchasePlanMember2021-01-012021-03-310001336917ua:MarketingPartnerMember2022-01-012022-03-310001336917ua:MarketingPartnerMember2021-01-012021-03-310001336917ua:MarketingPartnerMember2022-03-310001336917us-gaap:EmployeeStockOptionMember2021-01-012021-03-310001336917ua:RestrictedStockAndRestrictedStockUnitsMember2021-12-310001336917ua:RestrictedStockAndRestrictedStockUnitsMember2022-01-012022-03-310001336917ua:RestrictedStockAndRestrictedStockUnitsMember2022-03-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Member2022-03-310001336917us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel3Member2022-03-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Member2021-12-310001336917us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel3Member2021-12-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel1Member2021-03-310001336917us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:ForeignExchangeContractMemberus-gaap:FairValueInputsLevel3Member2021-03-310001336917us-gaap:FairValueInputsLevel1Member2022-03-310001336917us-gaap:FairValueInputsLevel2Member2022-03-310001336917us-gaap:FairValueInputsLevel3Member2022-03-310001336917us-gaap:FairValueInputsLevel1Member2021-12-310001336917us-gaap:FairValueInputsLevel2Member2021-12-310001336917us-gaap:FairValueInputsLevel3Member2021-12-310001336917us-gaap:FairValueInputsLevel1Member2021-03-310001336917us-gaap:FairValueInputsLevel2Member2021-03-310001336917us-gaap:FairValueInputsLevel3Member2021-03-310001336917ua:ConvertibleSeniorNotesMember2022-03-310001336917ua:ConvertibleSeniorNotesMember2021-12-310001336917ua:ConvertibleSeniorNotesMember2021-03-310001336917ua:A150ConvertibleSeniorNotesMember2022-01-012022-03-310001336917us-gaap:SeniorNotesMember2022-03-310001336917us-gaap:SeniorNotesMember2021-12-310001336917us-gaap:SeniorNotesMember2021-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMember2022-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001336917us-gaap:DesignatedAsHedgingInstrumentMember2021-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:NondesignatedMemberus-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:NondesignatedMemberus-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:NondesignatedMemberus-gaap:OtherCurrentAssetsMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:NondesignatedMember2022-03-310001336917us-gaap:NondesignatedMember2021-12-310001336917us-gaap:NondesignatedMember2021-03-310001336917us-gaap:NondesignatedMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:NondesignatedMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:NondesignatedMemberus-gaap:OtherCurrentLiabilitiesMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:SalesMember2022-01-012022-03-310001336917us-gaap:SalesMember2021-01-012021-03-310001336917us-gaap:CostOfSalesMember2022-01-012022-03-310001336917us-gaap:CostOfSalesMember2021-01-012021-03-310001336917us-gaap:InterestExpenseMember2022-01-012022-03-310001336917us-gaap:InterestExpenseMember2021-01-012021-03-310001336917us-gaap:OtherOperatingIncomeExpenseMember2022-01-012022-03-310001336917us-gaap:OtherOperatingIncomeExpenseMember2021-01-012021-03-310001336917us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-01-012022-03-310001336917us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2021-12-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2022-01-012022-03-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2022-03-310001336917us-gaap:CashFlowHedgingMember2021-12-310001336917us-gaap:CashFlowHedgingMember2022-01-012022-03-310001336917us-gaap:CashFlowHedgingMember2022-03-310001336917us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2020-12-310001336917us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2021-01-012021-03-310001336917us-gaap:CashFlowHedgingMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2020-12-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2021-01-012021-03-310001336917us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2021-03-310001336917us-gaap:CashFlowHedgingMember2020-12-310001336917us-gaap:CashFlowHedgingMember2021-01-012021-03-310001336917us-gaap:CashFlowHedgingMember2021-03-310001336917us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2022-03-310001336917us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2021-12-310001336917us-gaap:NondesignatedMemberus-gaap:ForeignExchangeContractMember2021-03-310001336917ua:StockOptionsAndRSUsRepresentingClassAAndClassCCommonStockMember2021-01-012021-03-310001336917us-gaap:OperatingSegmentsMembersrt:NorthAmericaMember2022-01-012022-03-310001336917us-gaap:OperatingSegmentsMembersrt:NorthAmericaMember2021-01-012021-03-310001336917us-gaap:EMEAMemberus-gaap:OperatingSegmentsMember2022-01-012022-03-310001336917us-gaap:EMEAMemberus-gaap:OperatingSegmentsMember2021-01-012021-03-310001336917srt:AsiaPacificMemberus-gaap:OperatingSegmentsMember2022-01-012022-03-310001336917srt:AsiaPacificMemberus-gaap:OperatingSegmentsMember2021-01-012021-03-310001336917srt:LatinAmericaMemberus-gaap:OperatingSegmentsMember2022-01-012022-03-310001336917srt:LatinAmericaMemberus-gaap:OperatingSegmentsMember2021-01-012021-03-310001336917us-gaap:CorporateNonSegmentMember2022-01-012022-03-310001336917us-gaap:CorporateNonSegmentMember2021-01-012021-03-310001336917ua:ApparelMember2022-01-012022-03-310001336917ua:ApparelMember2021-01-012021-03-310001336917ua:FootwearMember2022-01-012022-03-310001336917ua:FootwearMember2021-01-012021-03-310001336917ua:AccessoriesMember2022-01-012022-03-310001336917ua:AccessoriesMember2021-01-012021-03-310001336917us-gaap:ProductMember2022-01-012022-03-310001336917us-gaap:ProductMember2021-01-012021-03-310001336917us-gaap:LicenseMember2022-01-012022-03-310001336917us-gaap:LicenseMember2021-01-012021-03-310001336917us-gaap:CorporateAndOtherMember2022-01-012022-03-310001336917us-gaap:CorporateAndOtherMember2021-01-012021-03-310001336917us-gaap:SalesChannelThroughIntermediaryMember2022-01-012022-03-310001336917us-gaap:SalesChannelThroughIntermediaryMember2021-01-012021-03-310001336917us-gaap:SalesChannelDirectlyToConsumerMember2022-01-012022-03-310001336917us-gaap:SalesChannelDirectlyToConsumerMember2021-01-012021-03-31

UNITED STATES

Form 10-Q

(Mark One)

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

or

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

______________________________________

______________________________________

Maryland						52-1990078
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
1020 Hull Street Baltimore, Maryland 21230						(410) 468-2512
(Address of principal executive offices) (Zip Code)						(Registrant's telephone number, including area code)

Former Fiscal Year: December 31

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 April 30, 2022 there were 188,668,560 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 238,495,475 shares of Class C Common Stock outstanding.

UNDER ARMOUR, INC.

PART I - FINANCIAL INFORMATION
Item 1.			Financial Statements:			1
			Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited), December 31, 2021 and March 31, 2021 (unaudited)			1
			Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (unaudited)			2
			Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2022 and 2021 (unaudited)			3
			Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2022 and 2021 (unaudited)			4
			Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (unaudited)			5
			Notes to the Condensed Consolidated Financial Statements (unaudited)			5
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			29
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			42
Item 4.			Controls and Procedures			42
PART II - OTHER INFORMATION
Item 1.			Legal Proceedings			43
Item 1A.			Risk Factors			43
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			43
Item 6.			Exhibits			44
SIGNATURES						45

PART I. FINANCIAL INFORMATION

Under Armour, Inc. and Subsidiaries

			March 31, 2022						December 31, 2021						March 31, 2021
Assets
Current assets
Cash and cash equivalents			$	1,009,139					$	1,669,453					$	1,348,737
Accounts receivable, net (Note 3)			702,197						569,014						696,287
Inventories			824,455						811,410						851,829
Prepaid expenses and other current assets, net			297,034						286,422						260,865
Total current assets			2,832,825						3,336,299						3,157,718
Property and equipment, net (Note 4)			601,365						607,226						632,307
Operating lease right-of-use assets (Note 5)			420,397						448,364						511,130
Goodwill (Note 6)			491,508						495,215						497,970
Intangible assets, net (Note 7)			10,580						11,010						12,548
Deferred income taxes (Note 17)			20,141						17,812						23,796
Other long term assets			76,016						75,470						78,827
Total assets			$	4,452,832					$	4,991,396					$	4,914,296
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable			$	560,331					$	613,307					$	490,860
Accrued expenses			317,963						460,165						311,905
Customer refund liabilities (Note 11)			159,628						164,294						191,979
Operating lease liabilities (Note 5)			134,833						138,664						160,918
Other current liabilities			125,840						73,746						78,655
Total current liabilities			1,298,595						1,450,176						1,234,317
Long term debt, net of current maturities (Note 8)			672,286						662,531						1,009,951
Operating lease liabilities, non-current (Note 5)			668,983						703,111						801,292
Other long term liabilities			84,014						86,584						98,537
Total liabilities			2,723,878						2,902,402						3,144,097
Stockholders' equity (Note 10)
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of March 31, 2022, December 31, 2021 and March 31,2021; 188,668,560 shares issued and outstanding as of March 31, 2022 (December 31, 2021: 188,650,987, March 31, 2021: 188,622,010)			63						63						62
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares authorized, issued and outstanding as of March 31, 2022, December 31, 2021 and March 31, 2021.			11						11						11
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of March 31, 2022, December 31, 2021 and March 31, 2021; 238,472,217 shares issued and outstanding as of March 31, 2022 (December 31, 2021: 253,161,064, March 31, 2021: 233,934,560)			79						84						78
Additional paid-in capital			1,046,961						1,108,613						1,072,401
Retained earnings			721,926						1,027,833						747,231
Accumulated other comprehensive (income) loss			(40,086)						(47,610)						(49,584)
Total stockholders' equity			1,728,954						2,088,994						1,770,199
Total liabilities and stockholders' equity			$	4,452,832					$	4,991,396					$	4,914,296

See accompanying notes.

Under Armour, Inc. and Subsidiaries

			Three Months Ended March 31,
			2022						2021
Net revenues			$	1,300,945					$	1,257,195
Cost of goods sold			695,781						628,554
Gross profit			605,164						628,641
Selling, general and administrative expenses			594,446						514,638
Restructuring and impairment charges			56,674						7,113
Income (loss) from operations			(45,956)						106,890
Interest income (expense), net			(6,154)						(14,137)
Other income (expense), net			(51)						(7,180)
Income (loss) before income taxes			(52,161)						85,573
Income tax expense (benefit)			8,181						9,881
Income (loss) from equity method investments			732						2,060
Net income (loss)			$	(59,610)					$	77,752
Basic net income (loss) per share of Class A, B and C common stock			$	(0.13)					$	0.17
Diluted net income (loss) per share of Class A, B and C common stock			$	(0.13)					$	0.17
Weighted average common shares outstanding Class A, B and C common stock
Basic			471,425						456,014
Diluted			471,425						459,226

See accompanying notes.

Under Armour, Inc. and Subsidiaries

			Three Months Ended March 31,
			2022						2021
Net income (loss)			$	(59,610)					$	77,752
Other comprehensive income (loss):
Foreign currency translation adjustment			7,045						3,318
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $(909) and $(1,232) for the three months ended March 31, 2022 and 2021, respectively.			758						8,798
Gain (loss) on intra-entity foreign currency transactions			(279)						(2,515)
Total other comprehensive income (loss)			7,524						9,601
Comprehensive income (loss)			$	(52,086)					$	87,353

See accompanying notes.

Under Armour, Inc. and Subsidiaries

			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 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			3						$	—					—						$	—					3						$	—					$	6					$	—					$	—					$	6
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements			—						$	—					—						$	—					(228)						$	—					$	—					$	(4,376)					$	—					$	(4,376)
Issuance of Class A Common Stock, net of forfeitures			16						$	—					—						$	—					—						$	—					$	—					$	—					$	—					$	—
Issuance of Class C Common Stock, net of forfeitures			—						$	—					—						$	—					2,206						$	1					$	850					$	—					$	—					$	851
Stock-based compensation expense			—						$	—					—						$	—					—						$	—					$	10,372					$	—					$	—					$	10,372
Comprehensive income (loss)			—						$	—					—						$	—					—						$	—					$	—					$	77,752					$	9,601					$	87,353
Balance as of March 31, 2021			188,622						$	62					34,450						$	11					233,935						$	78					$	1,072,401					$	747,231					$	(49,584)					$	1,770,199
Balance as of December 31, 2021			188,651						$	63					34,450						$	11					253,161						$	84					$	1,108,613					$	1,027,833					$	(47,610)					$	2,088,994
Adoption of ASU 2020-06			—						$	—					—						$	—					—						$	—					$	(14,351)					$	5,144					$	—					$	(9,207)
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements			—						$	—					—						$	—					—						$	—					$	—					$	(11,446)					$	—					$	(11,446)
Class C Common Stock repurchased			—						$	—					—						$	—					(16,151)						$	(5)					$	(60,000)					$	(239,995)					$	—					$	(300,000)
Issuance of Class A Common Stock, net of forfeitures			18						$	—					—						$	—					—						$	—					$	—					$	—					$	—					$	—
Issuance of Class C Common Stock, net of forfeitures			—						$	—					—						$	—					1,462						$	—					$	935					$	—					$	—					$	935
Stock-based compensation expense			—						$	—					—						$	—					—						$	—					$	11,764					$	—					$	—					$	11,764
Comprehensive income (loss)			—						$	—					—						$	—					—						$	—					$	—					$	(59,610)					$	7,524					$	(52,086)
Balance as of March 31, 2022			188,669						$	63					34,450						$	11					238,472						$	79					$	1,046,961					$	721,926					$	(40,086)					$	1,728,954

See accompanying notes.

Under Armour, Inc. and Subsidiaries

			Three Months Ended March 31,
			2022						2021
Cash flows from operating activities
Net income (loss)			$	(59,610)					$	77,752
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization			34,960						35,512
Unrealized foreign currency exchange rate gain (loss)			(8,585)						14,702
Loss on disposal of property and equipment			1,604						575
Non-cash restructuring and impairment charges			(1,871)						5,601
Amortization of bond premium and debt issuance costs			549						5,273
Stock-based compensation			11,764						10,372
Deferred income taxes			(2,500)						(9)
Changes in reserves and allowances			(5,250)						(9,262)
Changes in operating assets and liabilities:
Accounts receivable			(131,988)						(170,493)
Inventories			(6,425)						49,246
Prepaid expenses and other assets			(4,326)						22,295
Other non-current assets			27,628						19,467
Accounts payable			(54,970)						(80,092)
Accrued expenses and other liabilities			(122,589)						(121,841)
Customer refund liability			(4,398)						(10,949)
Income taxes payable and receivable			4,564						1,263
Net cash provided by (used in) operating activities			(321,443)						(150,588)
Cash flows from investing activities
Purchases of property and equipment			(39,923)						(8,465)
Sale of property and equipment			—						561
Net cash provided by (used in) investing activities			(39,923)						(7,904)
Cash flows from financing activities
Common Shares Repurchased			(300,000)						—
Employee taxes paid for shares withheld for income taxes			(11,446)						(4,301)
Proceeds from exercise of stock options and other stock issuances			934						858
Net cash provided by (used in) financing activities			(310,512)						(3,443)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			11,134						(6,900)
Net increase (decrease) in cash, cash equivalents and restricted cash			(660,744)						(168,835)
Cash, cash equivalents and restricted cash
Beginning of period			1,682,870						1,528,515
End of period			$	1,022,126					$	1,359,680
Non-cash investing and financing activities
Change in accrual for property and equipment			$	(23,533)					$	(40)

Reconciliation of cash, cash equivalents and restricted cash			March 31, 2022						December 31, 2021
Cash and cash equivalents			$	1,009,139					$	1,669,453
Restricted cash			12,987						13,417
Total cash, cash equivalents and restricted cash			$	1,022,126					$	1,682,870

See accompanying notes.

Under Armour, Inc. and Subsidiaries

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 make athletes better with a vision to inspire performance solutions you never knew you needed and can't imagine living without. The Company's products are made, sold and worn worldwide.

The accompanying unaudited Condensed Consolidated Financial Statements are presented in U.S. Dollars and 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. 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 March 31, 2022 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, 2021 ("Fiscal 2021"), filed with the SEC on February 23, 2022 ("Annual Report on Form 10-K for Fiscal 2021"), which should be read in conjunction with these unaudited Condensed Consolidated Financial Statements. The unaudited results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the fiscal year beginning April 1, 2022 and ending March 31, 2023 ("Fiscal 2023"), or any other portions thereof.

As previously disclosed, in the first quarter of Fiscal 2021, the Company's Board of Directors approved a change in the Company's fiscal year end from December 31 to March 31, effective for the fiscal year beginning April 1, 2022. As a result of the change in fiscal year end, this document reflects the Company's Transition Report on Form 10-Q for the period from January 1, 2022 through March 31, 2022. The Company's next fiscal year will run from April 1, 2022 through March 31, 2023 (Fiscal 2023). Consequently, there will be no Fiscal 2022.

Due to the change in fiscal year end, the income tax provision for the three months ended March 31, 2022 was calculated using actual tax rates for the period. The provision for income taxes for the comparative three months ended March 31, 2021 was computed using the estimated effective tax rate applicable to Fiscal 2021.

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 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.

The COVID-19 pandemic continues to significantly impact the global economy. As the impacts of major global events 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 events impact 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 these major events and the actions that governments around the world may take in response. 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

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 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"), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions; requires the application of the if-converted method for calculating diluted earnings per share; and 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 Company adopted ASU 2020-06, effective January 1, 2022 using the modified retrospective transition approach. As a result of this adoption, the Company recorded a cumulative effect adjustment of $5.1 million to retained earnings. The adoption had no material impact on the Company's Condensed Consolidated Statement of Operations and related disclosures.

The Company's allowance for doubtful accounts was established with information available as of March 31, 2022, including reasonable and supportable estimates of future risk.

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

			Allowance for doubtful accounts - within accounts receivable, net						Allowance for doubtful accounts - within prepaid expenses and other current assets (1)
Balance at December 31, 2021			$	7,128					$	7,029
Increases (decreases) to costs and expenses			(36)						—
Write-offs, net of recoveries			21						—
Balance at March 31, 2022			$	7,113					$	7,029

(1) Includes an allowance pertaining to a royalty receivable.

Property and equipment consisted of the following: 

			As of March 31, 2022						As of December 31, 2021
Leasehold and tenant improvements			$	461,394					$	462,588
Furniture, fixtures and displays			263,749						259,534
Buildings			48,382						48,382
Software			339,722						333,560
Office equipment			132,452						132,629
Plant equipment			178,188						178,187
Land			83,626						83,626
Construction in progress (1)			64,869						52,598
Other			5,751						5,545
Subtotal property and equipment			1,578,133						1,556,649
Accumulated depreciation			(976,768)						(949,423)
Property and equipment, net			$	601,365					$	607,226

(1) Construction in progress primarily includes costs incurred for software systems, leasehold improvements and in-store fixtures and displays not yet placed in use.

Depreciation expense related to property and equipment was $34.5 million for the three months ended March 31, 2022 (three months ended March 31, 2021: $33.9 million).

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. Short-term lease payments were not material for the three months ended March 31, 2022 and 2021.

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 Consolidated Statements of Operations, for the periods indicated:

			Three months ended March 31,
			2022						2021
Operating lease costs			$	36,699					$	34,935
Variable lease costs			$	3,759					$	2,920

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:

			As of March 31, 2022						As of December 31, 2021						As of March 31, 2021
Weighted average remaining lease term (in years)			8.69						8.73						9.05
Weighted average discount rate			3.72		%				3.72		%				3.82		%

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

			Three months ended March 31,
			2022						2021
Operating cash outflows from operating leases			$	43,903					$	45,909
Leased assets obtained in exchange for new operating lease liabilities			$	(892)					$	4,074

The following table presents the future minimum lease payments under the Company's operating lease liabilities as of March 31, 2022:

Fiscal year ending March 31,
2023			$	165,333
2024			141,401
2025			119,869
2026			88,897
2027			70,360
2028 and thereafter			363,083
Total lease payments			$	948,943
Less: Interest			145,127
Total present value of lease liabilities			$	803,816

As of March 31, 2022, the Company has additional operating lease obligations that have not yet commenced of approximately $11.8 million, which are not reflected in the table above.

The following table summarizes changes in the carrying amount of the Company's goodwill by reportable segment as of the periods indicated:

			North America						EMEA						Asia-Pacific						Latin America						Total
Balance as of December 31, 2021			301,371						107,741						86,103						—						495,215
Effect of currency translation adjustment			—						(2,688)						(1,019)						—						(3,707)
Impairment			—						—						—						—						—
Balance as of March 31, 2022			$	301,371					$	105,053					$	85,084					$	—					$	491,508

There were no goodwill impairments recorded during the three months ended March 31, 2022 and 2021.

The following tables summarize the Company's intangible assets as of the periods indicated:

						As of March 31, 2022
			Useful Lives from Date of Acquisitions (in years)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Intangible assets subject to amortization:
Technology			5-7			$	2,536					$	(2,103)					$	433
Customer relationships			2-6			8,552						(2,893)						5,659
Lease-related intangible assets			1-15			9,112						(8,892)						220
Other			5-10			475						(427)						48
Total						$	20,675					$	(14,315)					$	6,360
Indefinite-lived intangible assets																		4,220
Intangible assets, net																		$	10,580

						As of December 31, 2021
			Useful Lives from Date of Acquisitions (in years)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Intangible assets subject to amortization:
Technology			5-7			$	2,536					$	(2,003)					$	533
Customer relationships			2-6			8,567						(2,552)						6,015
Lease-related intangible assets			1-15			8,852						(8,602)						250
Other			5-10			475						(415)						60
Total						$	20,430					$	(13,572)					$	6,858
Indefinite-lived intangible assets																		4,152
Intangible assets, net																		$	11,010

    

Amortization expense, which is included in selling, general and administrative expenses, was $0.5 million for the three months ended March 31, 2022 and 2021.

The following is the estimated amortization expense for the Company's intangible assets as of March 31, 2022:

Fiscal year ending March 31,
2023			$	1,994
2024			1,519
2025			1,479
2026			1,359
2027			9
2028 and thereafter			—
Total Amortization expense of intangible assets			$	6,360

The Company's outstanding debt consisted of the following:

			As of March 31, 2022						As of December 31, 2021						As of March 31, 2021
1.50% Convertible Senior Notes due 2024			$	80,919					$	80,919					$	500,000
3.25% Senior Notes due 2026			600,000						600,000						600,000
Total principal payments due			680,919						680,919						1,100,000
Unamortized debt discount on Convertible Senior Notes(1)			—						(9,207)						(73,821)
Unamortized debt discount on Senior Notes			(1,067)						(1,131)						(1,321)
Unamortized debt issuance costs - Convertible Senior Notes			(677)						(779)						(8,124)
Unamortized debt issuance costs - Senior Notes			(2,266)						(2,401)						(2,805)
Unamortized debt issuance costs - Credit facility			(4,623)						(4,870)						(3,978)
Total amount outstanding			672,286						662,531						1,009,951
Less:
Current portion of long-term debt:
Credit Facility borrowings			—						—						—
Non-current portion of long-term debt			$	672,286					$	662,531					$	1,009,951

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"). In May 2020, May 2021 and December 2021, the Company entered into the first, second and third amendments to the credit agreement, respectively (the credit agreement as amended, the "amended credit agreement" or the "revolving credit facility"). The amended credit agreement provides for revolving credit commitments of $1.1 billion and has a term that ends on December 3, 2026, with permitted extensions under certain circumstances. As of March 31, 2022, December 31, 2021 and March 31, 2021 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 March 31, 2022, there were $4.5 million of letters of credit outstanding (December 31, 2021 and March 31, 2021 had $4.3 million of letters of credit outstanding).

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 provides for the permanent fall away of guarantees and collateral upon the Company's achievement of investment grade rating from two rating agencies.

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 March 31, 2022, 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.

The amended credit agreement implements SOFR as the replacement of LIBOR as a benchmark interest rate for U.S. dollar borrowings (and analogous benchmark rate replacements for borrowings in Yen, Canadian Dollars, Pound Sterling and Euro). 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 (for borrowings in U.S. dollars), (b) a term rate (for borrowings in U.S. dollars, Euro, Japaneses Yen or Canadian Dollars) or (c) a "risk free" rate (for borrowings in U.S. dollars or Pounds Sterling), 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 1.00% to 1.75% (or, in the case of alternate base loans, 0.00% to 0.75%). 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. As of March 31, 2022, the commitment fee was 15 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) were $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 and August 2021, the Company entered into exchange agreements with certain holders of the Convertible Senior Notes, who agreed to exchange $250.0 million and approximately $169.1 million, respectively, 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 "Exchanges"). In connection with the Exchanges, the Company paid approximately $300.0 million and $207.0 million cash, respectively, and issued approximately 11.1 million and 7.7 million shares of the Company's Class C Common Stock, respectively, to the exchanging holders. Additionally, the Company recognized losses on debt extinguishment of $34.7 million during the second quarter of Fiscal 2021 and $23.8 million during the third quarter of Fiscal 2021, which were recorded within Other Income (Expense), net on the Company's Condensed Consolidated Statements 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, respectively, in connection with such termination agreements related to the Exchanges.

The Convertible Senior Notes contain a cash conversion feature. Prior to the adoption of ASU 2020-06, the Company had 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 was 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.

The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method. As a result, the Convertible Senior Notes are no longer accounted for as separate liability and equity components, but rather a single liability. See Note 2 to the Condensed Consolidated Financial Statements for more details.

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 $6.2 million and $14.1 million for three months ended March 31, 2022 and 2021, respectively.

The following are the scheduled maturities of long term debt as of March 31, 2022:

Fiscal year ending March 31,
2023			$	—
2024			—
2025			80,919
2026			—
2027			600,000
2028 and thereafter
Total scheduled maturities of long term debt			$	680,919
Current maturities of long term debt			$	—

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.

From time to time, the Company is involved in litigation and other proceedings, including matters related to commercial and intellectual property disputes, as well as trade, regulatory and other claims related to its business. Other than as described below, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business. However, the matters described below, if decided adversely to or settled by the Company, could result, individually or in the aggregate, in a liability material to the Company's consolidated financial position, results of operations or cash flows.

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

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 by and cooperating with the United States Department of Justice ("DOJ") and the United States Securities and Exchange Commission ("SEC") since July 2017.

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. On December 1, 2021, the plaintiffs filed a motion seeking, among other things, certification of the class they are seeking to represent in the Consolidated Securities Action. The Company and Mr. Plank have opposed this motion, and briefing on the motion is scheduled to be completed as of May 12, 2022.

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 unencumbered parcels for $70.3 million in order to further expand the Company's corporate headquarters to accommodate its growth needs. The Company negotiated a purchase price for the parcels that it determined represented the fair market value of the parcels and approximated the cost to the seller to purchase and develop the parcels. In connection with its evaluation of the potential purchase, the Company engaged an independent third-party to appraise the fair market value of the parcels, and the Audit Committee of the Company's Board of Directors engaged its own independent appraisal firm to assess the parcels. The Audit Committee determined that the terms of the purchase were reasonable and fair, and the transaction was approved by the Audit Committee in accordance with the Company's policy on transactions with related persons.

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).

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.

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

The complaints in the Cordell and Salo 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 two actions, neither of the purported stockholders made a demand that the Company's Board of Directors pursue the claims asserted in the complaints.

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. On December 20, 2021, the court issued an order dismissing the Consolidated State Derivative Action for lack of prosecution pursuant to Maryland Rule 2-507 without prejudice to plaintiffs' right to reinstate the action.

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 things, the Company's disclosures related to growth and consumer demand for certain of the Company's products and stock sales by certain individual defendants.

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

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.

The Company's Class A Common Stock and Class B Convertible Common Stock have an authorized number of 400.0 million shares and 34.45 million shares, respectively, and each have a par value of $0.0003 1/3 per share as of March 31, 2022. Holders of Class A Common Stock and Class B Convertible Common Stock have identical rights, including liquidation preferences, except that the holders of Class A Common Stock are entitled to one vote per share and holders of Class B Convertible Common Stock are entitled to 10 votes per share on all matters submitted to a stockholder vote. Class B Convertible Common Stock may only be held by Kevin Plank, the Company's founder, Executive Chairman and Brand Chief, or a related party of Mr. Plank, as defined in the Company's charter. As a result, Mr. Plank has a majority voting control over the Company. Upon the transfer of shares of Class B Convertible Stock to a person other than Mr. Plank or a related party of Mr. Plank, the shares automatically convert into shares of Class A Common Stock on a one-for-one basis. In addition, all of the outstanding shares of Class B Convertible Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis upon the death or disability of Mr. Plank or on the record date for any stockholders' meeting upon which the shares of Class A Common Stock and Class B Convertible Common Stock beneficially owned by Mr. Plank is less than 15% of the total shares of Class A Common Stock and Class B Convertible Common Stock outstanding or upon the other events specified in the Class C Articles Supplementary to the Company's charter as documented below. Holders of the Company's common stock are entitled to receive dividends when and if authorized and declared out of assets legally available for the payment of dividends.

The Company's Class C Common Stock has an authorized number of of 400.0 million shares and have a par value of $0.0003 1/3 per share as of March 31, 2022. The terms of the Class C Common Stock are substantially identical to those of the Company's Class A Common Stock, except that the Class C Common Stock has no voting rights (except in limited circumstances), will automatically convert into Class A Common Stock under certain circumstances and includes provisions intended to ensure equal treatment of Class C Common Stock and Class B Common Stock in certain corporate transactions, such as mergers, consolidations, statutory share exchanges, conversions or negotiated tender offers, and including consideration incidental to these transactions.

The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. These reserves are included within customer refund liability and the value of the inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. The following table presents the customer refund liability, as well as the associated value of inventory for the periods indicated:

			Balance as of March 31, 2022						Balance as of December 31, 2021						Balance as of March 31, 2021
Customer refund liability			$	159,628					$	164,294					$	191,979
Inventory associated with the reserves			$	44,291					$	47,569					$	54,540

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 Condensed Consolidated Balance Sheets. As of March 31, 2022, December 31, 2021 and March 31, 2021, contract liabilities were $35.3 million, $39.1 million and $25.5 million, respectively.

During the three months ended March 31, 2022, the Company recognized approximately $5.0 million of revenue that was previously included in contract liabilities as of December 31, 2021. During the three months ended March 31, 2021, the Company recognized $6.0 million of revenue that was previously included in contract liabilities as of December 31, 2020. 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.

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.

During the three months ended March 31, 2022, the Company recorded $56.7 million of restructuring and related impairment charges (three months ended March 31, 2021: $7.1 million), including $57.5 million relating to contract exit costs, as a result of settlement negotiations made subsequent to the quarter end. Since the inception of the 2020 restructuring plan, $570.5 million of restructuring and related impairment charges have been recorded to date. The Company does not expect to incur any further charges under the 2020 restructuring plan, and considers the plan concluded.

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

			Employee Related Costs						Contract Exit Costs						Other Restructuring Related Costs
Balance at January 1, 2022			$	3,548					$	31,405					$	(1,354)
Net additions (recoveries) charged to expense			(10)						58,555						(1,871)
Cash payments charged against reserve			(955)						(9,280)						—
Foreign exchange and other			89						(2,443)						3,225
Balance at March 31, 2022			$	2,672					$	78,237					$	—

The Company offers a 401(k) Deferred Compensation Plan for the benefit of eligible employees. Employee contributions are voluntary and subject to Internal Revenue Service limitations. The Company matches a portion of the participant's contribution and recorded expense of $6.1 million and $2.3 million for the three months ended March 31, 2022 and 2021, respectively.

In addition, the Company offers the Under Armour, Inc. Deferred Compensation Plan which allows a select group of management or highly compensated employees, as approved by the Compensation Committee, to make an annual base salary and/or bonus deferral for each year. As of March 31, 2022, December 31, 2021 and March 31, 2021, the Deferred Compensation Plan obligations were $14.2 million, $14.5 million and $14.6 million, respectively, and were included in other long term liabilities on the Condensed Consolidated Balance Sheets.

The Under Armour, Inc. Third Amended and Restated 2005 Omnibus Long-Term Incentive Plan as amended (the "2005 Plan") provides for the issuance of stock options, restricted stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. The 2005 Plan terminates in 2025. As of March 31, 2022, 8.3 million Class A shares and 25.7 million Class C shares are available for future grants of awards under the 2005 Plan.

Total stock-based compensation expense associated with awards granted to employees and non-employee directors for the three months ended March 31, 2022 and 2021 was $11.8 million and $10.4 million, respectively. As of March 31, 2022, the Company had $108.4 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.63 years. Refer to "Stock Options" and "Restricted Stock and Restricted Stock Unit Awards" below for further information on these awards.

A summary of each of these plans is as follows:

Employee Stock Compensation Plan

Stock options, restricted stock and restricted stock unit awards under the 2005 Plan generally vest ratably over a two to five years period. The contractual term for stock options is generally 10 years from the date of grant. The Company generally receives a tax deduction for any ordinary income recognized by a participant in respect to an award under the 2005 Plan.

Non-Employee Director Compensation Plan

The Company's Non-Employee Director Compensation Plan (the "Director Compensation Plan") provides for cash compensation and equity awards to non-employee directors of the Company under the 2005 Plan. Non-employee directors have the option to defer the value of their annual cash retainers as deferred stock units in accordance with the Under Armour, Inc. Non-Employee Deferred Stock Unit Plan (the "DSU Plan"). Each new non-

The receipt of the shares otherwise deliverable upon vesting of the restricted stock units automatically defers into deferred stock units under the DSU Plan. Under the DSU Plan each deferred stock unit represents the Company’s obligation to issue one share of the Company's Class A or Class C Common Stock with the shares delivered six months following the termination of the director's service. The Company had 0.7 million deferred stock units outstanding as of March 31, 2022.

Employee Stock Purchase Plan

The Company's Employee Stock Purchase Plan (the "ESPP") allows for the purchase of Class A Common Stock and Class C Common Stock by all eligible employees at a 15% discount from fair market value subject to certain limits as defined in the ESPP. As of March 31, 2022, 2.7 million Class A shares and 1.7 million Class C shares are available for future purchases under the ESPP. During the three months ended March 31, 2022 and 2021, 69.8 thousand and 59.0 thousand Class C shares were purchased under the ESPP, respectively.

In addition to the plans discussed above, the Company may also, from time to time, issue deferred stock units or restricted stock units to certain of our marketing partners in connection with their entering into endorsement and other marketing services agreements with us. The terms of each agreement set forth the number of units to be granted and the delivery dates for the shares, which range over a multi-year period, depending on the contract.

Total stock-based compensation expense related to these awards for the three months ended March 31, 2022 and 2021 was $0.8 million and $0.9 million, respectively. As of March 31, 2022, we had $7.7 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 2.51 years.

Stock Options

No stock options were granted during the three months ended March 31, 2022 and 2021. A summary of the Company's stock options activity for the three months ended March 31, 2022 is presented below:

			Number of Stock Options						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (Years)						Total Intrinsic Value
Outstanding at December 31,2021			1,578						$	19.44					6.07						$	2,403
Granted, at fair market value			—						—
Exercised			—						—
Forfeited			—						—
Outstanding at March 31, 2022			1,578						$	19.44					5.82						$	217
Options exercisable at March 31, 2022			1,369						$	19.92					5.56						$	152

Restricted Stock and Restricted Stock Unit Awards

A summary of the Company's restricted stock and restricted stock unit awards activity for the three months ended March 31, 2022 is presented below: 

			Number of Restricted Shares						Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021			7,033						$	16.40
Granted			3,302						14.47
Forfeited			(346)						16.99
Vested			(2,182)						17.05
Outstanding at March 31, 2022			7,807						$	16.57

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.

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

			March 31, 2022																		December 31, 2021																		March 31, 2021
			Level 1						Level 2						Level 3						Level 1						Level 2						Level 3						Level 1						Level 2						Level 3
Derivative foreign currency contracts (see Note 16)			$	—					$	988					$	—					$	—					$	631					$	—					$	—					$	(13,173)					$	—
TOLI policies held by the Rabbi Trust (see Note 13)			$	—					$	8,379					$	—					$	—					$	9,008					$	—					$	—					$	8,001					$	—
Deferred Compensation Plan obligations (see Note 13)			$	—					$	(14,230)					$	—					$	—					$	(14,489)					$	—					$	—					$	(14,641)					$	—

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).

As of March 31, 2022, December 31, 2021 and March 31, 2021 the fair value of the Convertible Senior Notes was $126.6 million, $149.6 million and $982.9 million, respectively. The Company entered into exchange agreements with certain holders during Fiscal 2021 to exchange approximately $419.0 million in aggregate principal amount of the Convertible Senior Notes for a combination of cash and shares (see Note 8 to the Condensed Consolidated Financial Statements).

As of March 31, 2022, December 31, 2021 and March 31, 2021 the fair value of the Senior Notes was $580.0 million, $619.9 million and $602.2 million, respectively.

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 all derivatives designated as hedges to forecasted cash flows and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.

The Company's foreign exchange risk management program consists of designated cash flow hedges and undesignated hedges. As of March 31, 2022, 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; and

•U.S. Dollar/Korean Won.

All derivatives are recognized on the Condensed Consolidated Balance Sheets at fair value and classified based on the instrument's maturity date.

						Balance Sheet Classification						March 31, 2022						December 31, 2021						March 31, 2021
Derivatives designated as hedging instruments under ASC 815
Foreign currency contracts						Other current assets						$	11,561					$	7,488					$	1,759
Foreign currency contracts						Other long term assets						2,730						2,887						727
Total derivative assets designated as hedging instruments												$	14,291					$	10,375					$	2,486
Foreign currency contracts						Other current liabilities						$	11,209					$	8,663					$	13,021
Foreign currency contracts						Other long term liabilities						3,645						779						3,331
Total derivative liabilities designated as hedging instruments												$	14,854					$	9,442					$	16,352
Derivatives not designated as hedging instruments under ASC 815
Foreign currency contracts						Other current assets						$	4,412					$	1,999					$	5,114
Total derivative assets not designated as hedging instruments												$	4,412					$	1,999					$	5,114
Foreign currency contracts						Other current liabilities						$	1,213					$	4,648					$	1,087
Total derivative liabilities not designated as hedging instruments												$	1,213					$	4,648					$	1,087

The following table presents the amounts in the 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 March 31,
			2022												2021
			Total						Amount of Gain (Loss) on Cash Flow Hedge Activity						Total						Amount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues			$	1,300,945					$	2,049					$1,257,195						$	(3,147)
Cost of goods sold			$	695,781					$	(2,903)					$	628,554					$	(2,218)
Interest income (expense), net			$	(6,154)					$	(9)					$	(14,137)					$	(9)
Other income (expense), net			$	(51)					$	—					$	(7,180)					$	—

The following tables present the amounts affecting the Condensed Consolidated Statements of Comprehensive Income (Loss):

			Balance as of December 31, 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 March 31, 2022
Derivatives designated as cash flow hedges
Foreign currency contracts			$	(1,617)					$	804					$	(854)					$	41
Interest rate swaps			(504)						—						(9)						(495)
Total designated as cash flow hedges			$	(2,121)					$	804					$	(863)					$	(454)

			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 March 31, 2021
Derivatives designated as cash flow hedges
Foreign currency contracts			$	(25,908)					$	4,656					$	(5,365)					$	(15,886)
Interest rate swaps			(541)						—						(9)						(531)
Total designated as cash flow hedges			$	(26,449)					$	4,656					$	(5,374)					$	(16,417)

The following table presents the amounts in the 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 March 31,
			2022												2021
			Total						Amount of Gain (Loss) on Fair Value Hedge Activity						Total						Amount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net			$	(51)					$	4,481					$	(7,180)					$	(2,737)

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 March 31, 2022, December 31, 2021 and March 31, 2021 the aggregate notional value of the Company's outstanding cash flow hedges was $1,096.5 million, $556.5 million and $688.9 million, respectively, with contract maturities ranging from one to twenty-four months.

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 Condensed Consolidated Statements of Operations in the same manner as the underlying exposure.

During the three months ended March 31, 2022, the Company voluntarily unwound and de-designated certain derivative instruments previously designated as cash flow hedges. The pre-tax gain of $2.2 million which had been recorded in other comprehensive income prior to the de-designation of the derivative instruments, will remain in other comprehensive income and will be recognized in earnings in the period in which the underlying transactions affect earnings.

The Company has entered into foreign exchange forward contracts to mitigate the change in fair value of specific assets and liabilities on the Condensed Consolidated Balance Sheets. Undesignated instruments are recorded at fair value as a derivative asset or liability on the 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 March 31, 2022, December 31, 2021 and March 31, 2021 the total notional value of the Company's outstanding undesignated derivative instruments was $228.4 million, $258.2 million and $317.7 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 following represents a reconciliation from basic income (loss) per share to diluted income (loss) per share:

			Three Months Ended March 31,
			2022						2021(1)
Numerator
Net income (loss) - Basic			$	(59,610)					$	77,752
Interest on Convertible Senior Notes due 2024, net of tax (2)			—						—
Net Income (loss) - Diluted			$	(59,610)					$	77,752
Denominator
Weighted average common shares outstanding Class A, B and C - Basic			471,425						456,014
Dilutive effect of Class A, B, and C securities (2)			—						3,212
Dilutive effect of Convertible Senior Notes due 2024 (2)			—						—
Weighted average common shares and dilutive securities outstanding Class A, B, and C			471,425						459,226
Basic net income (loss) per share of Class A, B and C common stock			$	(0.13)					$	0.17
Diluted net income (loss) per share of Class A, B and C common stock			$	(0.13)					$	0.17

(1) The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition approach. As a result, prior period comparatives have not been restated to conform to current period presentation.

(2) Effects of potentially dilutive securities are presented only in periods in which they are dilutive.

Due to the Company being in a net loss position for the three months ended March 31, 2022, there were no stock options, restricted stock units, or effects from the Convertible Notes due 2024 included in the computation of diluted earnings per share, as their effect would have been anti-dilutive.

Stock options and restricted stock units representing 4.3 million shares of Class A and Class C Common Stock outstanding for the three months ended March 31, 2021 were excluded from the computation of diluted earnings per share because 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.

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 MapMyRun and MapMyRide platforms (collectively "MMR"), 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 consist 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 March 31,
			2022						2021
Net revenues
North America			$	841,101					$	805,727
EMEA			228,056						193,883
Asia-Pacific			181,908						210,220
Latin America			45,640						48,311
Corporate Other			4,240						(946)
Total net revenues			$	1,300,945					$	1,257,195

			Three Months Ended March 31,
			2022						2021
Operating income (loss)
North America			$	154,084					$	210,562
EMEA			30,336						26,686
Asia-Pacific			5,464						46,513
Latin America			6,343						1,457
Corporate Other			(242,183)						(178,328)
Total operating income (loss)			(45,956)						106,890
Interest expense, net			(6,154)						(14,137)
Other income (expense), net			(51)						(7,180)
Income (loss) before income taxes			$	(52,161)					$	85,573

The following tables summarize the Company's net revenues by product category and distribution channels:

			Three Months Ended March 31,
			2022						2021
Apparel			$	876,604					$	810,041
Footwear			296,696						309,047
Accessories			96,803						117,396
Net Sales			1,270,103						1,236,484
License revenues			26,602						21,657
Corporate Other			4,240						(946)
Total net revenues			$	1,300,945					$	1,257,195

			Three Months Ended March 31,
			2022						2021
Wholesale			$	829,179					$	799,587
Direct-to-consumer			440,924						436,897
Net Sales			1,270,103						1,236,484
License revenues			26,602						21,657
Corporate Other			4,240						(946)
Total net revenues			$	1,300,945					$	1,257,195

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Transition Report on Form 10-Q and in our Annual Report on Form 10-K for Fiscal 2021, filed with the Securities Exchange Commission ("SEC") on February 23, 2022, under the captions "Business" and "Risk Factors.".

This Transition Report on Form 10-Q, including this MD&A, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the U.S. Securities Act of 1933, as amended ("the Securities Act"), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. See "Forward Looking Statements."

All dollar and percentage comparisons made herein refer to the three months ended March 31, 2022 compared with the three months ended March 31, 2021, unless otherwise noted.

Some of the statements contained in this Form 10-Q, including this MD&A, constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our share repurchase program, our future financial condition or results of operations, our prospects and strategies for future growth, the impact of the COVID-19 pandemic on our business and results of operations and the operations of our suppliers and logistics providers, our plans to reduce our operating expenses, anticipated charges and restructuring costs, the development and introduction of new products, the implementation of our marketing and branding strategies, and the future benefits and opportunities from significant investments. In many cases, you can identify forward-looking statements by terms such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "outlook," "potential" or the negative of these terms or other comparable terminology.

The forward-looking statements contained in this Form 10-Q reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by these forward-looking statements, including, but not limited to, those factors described in "Risk Factors" and MD&A herein and in our Annual Report on Form 10-K for Fiscal 2021. These factors include without limitation:

•the impact of the COVID-19 pandemic on our industry and our business, financial condition and results of operations, including recent impacts on the global supply chain;

•failure of our suppliers, manufacturers or logistics providers to produce or deliver our products in a timely or cost-effective manner;

•labor or other disruptions at ports or our suppliers or manufacturers;

•changes in general economic or market conditions, including increasing inflation, that could affect overall consumer spending or our industry;

•increased competition causing us to lose market share or reduce the prices of our products or to increase our marketing efforts significantly;

•fluctuations in the costs of raw materials and commodities we use in our products and our supply chain;

•changes to the financial health of our customers;

•our ability to successfully execute our long-term strategies;

•our ability to effectively drive operational efficiency in our business and successfully execute any restructuring plans and realize their expected benefits;

•our ability to effectively develop and launch new, innovative and updated products;

•our ability to accurately forecast consumer shopping and engagement preferences and consumer demand for our products and manage our inventory in response to changing demands;

•loss of key customers, suppliers or manufacturers;

•our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries;

•our ability to manage the increasingly complex operations of our global business;

•the impact of global events beyond our control, including military conflict;

•our ability to successfully manage or realize expected results from significant transactions and investments;

•our ability to effectively market and maintain a positive brand image;

•our ability to effectively meet the expectations of our stakeholders with respect to environmental, social and governance practices;

•the availability, integration and effective operation of information systems and other technology, as well as any potential interruption of such systems or technology;

•any disruptions, delays or deficiencies in the design, implementation or application of our global operating and financial reporting information technology system;

•our ability to attract key talent and retain the services of our senior management and other key employees;

•our ability to access capital and financing required to manage our business on terms acceptable to us;

•our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results;

•risks related to foreign currency exchange rate fluctuations;

•our ability to comply with existing trade and other regulations, and the potential impact of new trade, tariff and tax regulations on our profitability;

•risks related to data security or privacy breaches; and

•our potential exposure to litigation and other proceedings.

The forward-looking statements contained in this Form 10-Q reflect our views and assumptions only as of the date of this Form 10-Q. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

We are a leading developer, marketer, and distributor of branded performance apparel, footwear, and accessories. Our brand's moisture-wicking fabrications are engineered in various designs and styles for wear in nearly every climate to provide a performance alternative to traditional products. Our products are sold worldwide and worn by athletes at all levels, from youth to professional, on playing fields around the globe, and by consumers with active lifestyles.

During the three months ended March 31, 2022, we continued to face ongoing supply challenges, including emergent COVID-19 impacts in China and higher than anticipated freight expenses, which negatively impacted sales and gross margins. Strategically and operationally, we remain focused on driving premium brand-right growth and improved profitability. Over the long term, our growth strategy is predicated on delivering industry-leading product innovation; return-driven investments focused on connecting with our consumers through marketing activations and premium experiences; and the expansion of our direct-to-consumer and international businesses.

Financial highlights for the three months ended March 31, 2022 as compared to the three months ended March 31,2021 include:

•Total net revenues increased 3.5%.

•Within our channels, wholesale revenue increased 3.7% and direct-to-consumer revenue increased 0.9%.

•Within our product categories, apparel revenue increased 8.2%, footwear revenue decreased 4.0%, and accessories revenue decreased 17.5%.

•Net revenue increased 4.4% in North America, increased 17.6% in EMEA, decreased 13.5% in Asia-Pacific, and decreased 5.5% in Latin-America.

•Gross margin decreased 350 basis points to 46.5%.

•Selling, general and administrative expenses increased 15.5%.

•Restructuring and impairment charges, net were $56.7 million, up 696.8%.

The COVID-19 pandemic has caused, and we expect will continue to cause, disruption and volatility in our business and in the businesses of our wholesale customers, licensing partners, suppliers, logistics providers and vendors.

For instance, the COVID-19 pandemic has caused global logistical challenges, including shipping container shortages, transportation delays, labor shortages and port congestion. These challenges have disrupted some of our normal inbound and outbound inventory flow, which has required us to incur increased freight costs, and caused us to make strategic decisions working with certain of our vendors and customers to cancel orders affected by capacity issues and supply chain delays. Simultaneously, freight and logistics costs have further increased since Fiscal 2021 throughout global supply chains. Additionally, during Fiscal 2021 the pandemic caused manufacturing challenges, with temporary closures or other restrictions placed on factories, in key sourcing countries in Southeast Asia, including Vietnam, where we source approximately one third of our products, and certain partners continue to operate at reduced capacity. We expect these challenges and related impacts will continue to negatively impact our financial results in Fiscal 2023. We also expect gross margin to continue to be negatively impacted due to increased freight costs and logistics costs in Fiscal 2023.

Moreover, governments worldwide continue to periodically impose preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus. For instance, emergent impacts of the COVID-19 pandemic and related preventative and protective actions in China during the three months ended March 31, 2022 have negatively impacted consumer traffic and demand and may continue to negatively impact our financial results. However, such government measures are not implemented consistently or simultaneously around the world, thus making our business susceptible to volatility on a global and regional basis. We believe we may continue to experience varying degrees of volatility, business disruptions and periods of closure of our stores, distribution centers and corporate facilities. Although, as of March 31, 2022, substantially all of our Brand and Factory House stores and the stores of our wholesale customers were open, some of these retail stores are operating with restrictive and precautionary measures in place such as reduced operating hours, physical distancing, enhanced cleaning and sanitation, and limited occupancy levels.

The COVID-19 pandemic and related disruptions across the global supply chain and retail environment, remains a risk that could have material adverse impacts to our future revenue growth as well as to our overall profitability. The extent of the impact of the COVID-19 pandemic on our operational and financial performance depends on future developments that are outside of our control. For a more complete discussion of the COVID-19 related risks facing our business, refer to our "Risk Factors" section included in Item 1A of our Annual Report on Form 10-K for Fiscal 2021.

Our business could be impacted by continued or increasing inflation in key global markets, including the United States. In March 2022, we announced our decision to no longer ship our products for sale in Russia as a result of the ongoing conflict with Ukraine. We do not believe this will have a material impact on our revenues. However, we continue to monitor the broader impacts of the Russia Ukraine conflict on the global economy, including its affect on inflationary pressures and the price of oil globally. See "Risk Factors—Economic and Industry Risks—Our business depends on consumer purchases of discretionary items, which can be negatively impacted during an economic downturn or periods of inflation. This could materially harm our sales, profitability and financial condition" and "—Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could negatively affect our operating results" and "—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control" included in Item 1A of our Annual Report on Form 10-K for Fiscal 2021.

Corporate Other consists primarily of revenue and costs related to our MapMyRun and MapMyRide platforms (collectively "MMR"), as well as 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 our global assets and global marketing, costs related to our headquarters; restructuring and impairment related charges; and certain foreign currency hedge gains and losses.

During the first quarter of Fiscal 2021, our Board of Directors approved a change in our fiscal year end from December 31 to March 31, effective for the fiscal year beginning April 1, 2022. Because our largest quarters are currently realized in the period from July 1 through December 31, we believe that this change will provide greater alignment with our business cycle and financial reporting. There was no change to Fiscal 2021, which ended on December 31, 2021. As a result of the change in fiscal year end, this document reflects the Company's Transition Report on Form 10-Q for the period from January 1, 2022 through March 31, 2022. Our next fiscal year will run from April 1, 2022 through March 31, 2023 (Fiscal 2023). Consequently, there will be no Fiscal 2022.

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues:

			Three months ended March 31,
(In thousands)			2022						2021
Net revenues			$	1,300,945					$	1,257,195
Cost of goods sold			695,781						628,554
Gross profit			605,164						628,641
Selling, general and administrative expenses			594,446						514,638
Restructuring and impairment charges			56,674						7,113
Income (loss) from operations			(45,956)						106,890
Interest income (expense), net			(6,154)						(14,137)
Other income (expense), net			(51)						(7,180)
Income (loss) before income taxes			(52,161)						85,573
Income tax expense (benefit)			8,181						9,881
Income (loss) from equity method investments			732						$	2,060
Net income (loss)			$	(59,610)					$	77,752

			Three months ended March 31,
(As a percentage of net revenues)			2022						2021
Net revenues			100.0		%				100.0		%
Cost of goods sold			53.5		%				50.0		%
Gross profit			46.5		%				50.0		%
Selling, general and administrative expenses			45.7		%				40.9		%
Restructuring and impairment charges			4.4		%				0.6		%
Income (loss) from operations			(3.5)		%				8.5		%
Interest income (expense), net			(0.5)		%				(1.1)		%
Other income (expense), net			—		%				(0.6)		%
Income (loss) before income taxes			(4.0)		%				6.8		%
Income tax expense (benefit)			0.6		%				0.8		%
Loss from equity method investment			0.1		%				0.2		%
Net income (loss)			(4.6)		%				6.2		%