10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

Form 10-Q

______________________________________

(Mark One)

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

For the quarterly period ended September 30, 2022

or

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

For the transition period from to

Commission File No. 001-33202

______________________________________

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

______________________________________

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑

As of October 31, 2022 there were 188,688,981 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 229,097,558 shares of Class C Common Stock outstanding.

UNDER ARMOUR, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:	1
	Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and March 31, 2022 (unaudited)	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2022 and 2021 (unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended September 30, 2022 and 2021 (unaudited)	3
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended September 30, 2022 and 2021 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2022 and 2021 (unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6.	Exhibits	45
SIGNATURES		47

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Under Armour, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited; In thousands, except share data)

	September 30, 2022		March 31, 2022
Assets
Current assets
Cash and cash equivalents	$	853,652	$	1,009,139
Accounts receivable, net (Note 3)	789,087		702,197
Inventories	1,080,420		824,455
Prepaid expenses and other current assets, net	356,244		297,034
Total current assets	3,079,403		2,832,825
Property and equipment, net (Note 4)	636,746		601,365
Operating lease right-of-use assets (Note 5)	471,894		420,397
Goodwill (Note 6)	468,332		491,508
Intangible assets, net (Note 7)	9,291		10,580
Deferred income taxes (Note 17)	18,528		20,141
Other long-term assets	85,877		76,016
Total assets	$	4,770,071	$	4,452,832
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	747,330	$	560,331
Accrued expenses	353,435		317,963
Customer refund liabilities (Note 11)	155,021		159,628
Operating lease liabilities (Note 5)	132,184		134,833
Other current liabilities	85,294		125,840
Total current liabilities	1,473,264		1,298,595
Long term debt, net of current maturities (Note 8)	673,382		672,286
Operating lease liabilities, non-current (Note 5)	705,027		668,983
Other long-term liabilities	102,065		84,014
Total liabilities	2,953,738		2,723,878
Stockholders' equity (Note 10)
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of September 30, 2022 and March 31, 2022; 188,688,514 shares issued and outstanding as of September 30, 2022 (March 31, 2022: 188,668,560)	63		63
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares authorized, issued and outstanding as of September 30, 2022 and March 31, 2022	11		11
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of September 30, 2022 and March 31, 2022; 229,011,850 shares issued and outstanding as of September 30, 2022 (March 31, 2022: 238,472,217)	76		79
Additional paid-in capital	1,118,093		1,046,961
Retained earnings	716,325		721,926
Accumulated other comprehensive income (loss)	(18,235)		(40,086)
Total stockholders' equity	1,816,333		1,728,954
Total liabilities and stockholders' equity	$	4,770,071	$	4,452,832

Commitments and Contingencies (Note 9)

See accompanying notes.

1

Under Armour, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited; In thousands, except per share amounts)

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066
Cost of goods sold	860,051		757,428		1,578,911		1,440,141
Gross profit	713,834		788,104		1,344,031		1,456,925
Selling, general and administrative expenses	594,424		599,384		1,190,138		1,144,387
Restructuring and impairment charges	—		16,656		—		19,269
Income (loss) from operations	119,410		172,064		153,893		293,269
Interest income (expense), net	(3,555)		(9,261)		(9,560)		(22,568)
Other income (expense), net	(5,771)		(29,476)		(20,012)		(67,970)
Income (loss) before income taxes	110,084		133,327		124,321		202,731
Income tax expense (benefit)	22,251		18,962		27,908		28,989
Income (loss) from equity method investments	(908)		(921)		(1,806)		(1,091)
Net income (loss)	$	86,925	$	113,444	$	94,607	$	172,651
Basic net income (loss) per share of Class A, B and C common stock (Note 18)	$	0.19	$	0.24	$	0.21	$	0.37
Diluted net income (loss) per share of Class A, B and C common stock (Note 18)	$	0.19	$	0.24	$	0.20	$	0.37
Weighted average common shares outstanding Class A, B and C common stock
Basic	454,322		470,002		456,357		464,831
Diluted	464,141		473,116		466,143		467,730

See accompanying notes.

2

Under Armour, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited; In thousands)

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Net income (loss)	$	86,925	$	113,444	$	94,607	$	172,651
Other comprehensive income (loss):
Foreign currency translation adjustment	(16,974)		(7,499)		(40,499)		(421)
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $(10,907) and $(4,900) for the three months ended September 30, 2022 and 2021, respectively, and $(20,086) and $(4,194) for the six months ended September 30, 2022 and 2021, respectively.	49,412		15,468		91,894		11,723
Gain (loss) on intra-entity foreign currency transactions	(16,010)		(2,295)		(29,544)		353
Total other comprehensive income (loss)	16,428		5,674		21,851		11,655
Comprehensive income (loss)	$	103,353	$	119,118	$	116,458	$	184,306

See accompanying notes.

3

Under Armour, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited; In thousands)

	Class A Common Stock			Class B Convertible Common Stock			Class C Common Stock			Additional Paid-in-Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance as of June 30, 2021	188,625	$	63	34,450	$	11	245,144	$	81	$	1,084,018	$	806,140	$	(43,603)	$	1,846,710
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	—	—		—	—		(52)	—		—		(920)		—		(920)
Issuance of Class A Common Stock, net of forfeitures	20	—		—	—		—	—		—		—		—		—
Issuance of Class C Common Stock, net of forfeitures	—	—		—	—		7,900	3		1,790		—		—		1,793
Stock-based compensation expense	—	—		—	—		—	—		11,048		—		—		11,048
Comprehensive income (loss)	—	—		—	—		—	—		—		113,444		5,674		119,118
Balance as of September 30, 2021	188,645	$	63	34,450	$	11	252,992	$	84	$	1,096,856	$	918,664	$	(37,929)	$	1,977,749
Balance as of March 31, 2021	188,622	$	62	34,450	$	11	233,935	$	78	$	1,072,401	$	747,231	$	(49,584)	$	1,770,199
Exercise of stock options	3	—		—	—		4	—		17		—		—		17
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	—	—		—	—		(63)	—		—		(1,218)		—		(1,218)
Issuance of Class A Common Stock, net of forfeitures	20	1		—	—		—	—		—		—		—		1
Issuance of Class C Common Stock, net of forfeitures	—	—		—	—		19,116	6		1,858		—		—		1,864
Stock-based compensation expense	—	—		—	—		—	—		22,580		—		—		22,580
Comprehensive income (loss)	—	—		—	—		—	—		—		172,651		11,655		184,306
Balance as of September 30, 2021	188,645	$	63	34,450	$	11	252,992	$	84	$	1,096,856	$	918,664	$	(37,929)	$	1,977,749

See accompanying notes.

4

Under Armour, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited; In thousands)

	Class A Common Stock			Class B Convertible Common Stock			Class C Common Stock			Additional Paid-in-Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance as of June 30, 2022	188,669	$	63	34,450	$	11	232,026	$	77	$	1,108,988	$	654,599	$	(34,663)	$	1,729,075
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	—	—		—	—		—	—		—		(450)		—		(450)
Issuance of Class A Common Stock, net of forfeitures	20	—		—	—		—	—		—		—		—		—
Class C Common Stock repurchased	—	—		—	—		(3,244)	(1)		(250)		(24,749)		—		(25,000)
Issuance of Class C Common Stock, net of forfeitures	—	—		—	—		230	—		1,022		—		—		1,022
Stock-based compensation expense	—	—		—	—		—	—		8,333		—		—		8,333
Comprehensive income (loss)	—	—		—	—		—	—		—		86,925		16,428		103,353
Balance as of September 30, 2022	188,689	$	63	34,450	$	11	229,012	$	76	$	1,118,093	$	716,325	$	(18,235)	$	1,816,333
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
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	—	—		—	—		—	—		—		(802)		—		(802)
Class C Common Stock repurchased	—	—		—	—		(9,913)	(3)		49,409		(99,406)		—		(50,000)
Issuance of Class A Common Stock, net of forfeitures	20	—		—	—		—	—		—		—		—		—
Issuance of Class C Common Stock, net of forfeitures	—	—		—	—		453	—		2,015		—		—		2,015
Stock-based compensation expense	—	—		—	—		—	—		19,708		—		—		19,708
Comprehensive income (loss)	—	—		—	—		—	—		—		94,607		21,851		116,458
Balance as of September 30, 2022	188,689	$	63	34,450	$	11	229,012	$	76	$	1,118,093	$	716,325	$	(18,235)	$	1,816,333

See accompanying notes.

5

Under Armour, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited; In thousands)

	Six Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net income (loss)	$	94,607	$	172,651
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization	68,007		72,335
Unrealized foreign currency exchange rate (gain) loss	16,338		(2,349)
Loss on extinguishment of senior convertible notes	—		58,526
Loss on disposal of property and equipment	1,074		2,049
Non-cash restructuring and impairment charges	—		6,302
Amortization of bond premium and debt issuance costs	1,096		14,629
Stock-based compensation	19,708		22,581
Deferred income taxes	(2,021)		(23,405)
Changes in reserves and allowances	4,452		(9,953)
Changes in operating assets and liabilities:
Accounts receivable	(90,331)		(29,586)
Inventories	(266,824)		14,956
Prepaid expenses and other assets	(15,486)		(26,033)
Other non-current assets	(36,932)		32,712
Accounts payable	167,149		43,179
Accrued expenses and other liabilities	19,034		(1,432)
Customer refund liability	(5,475)		(18,123)
Income taxes payable and receivable	23,105		31,417
Net cash provided by (used in) operating activities	(2,499)		360,456
Cash flows from investing activities
Purchases of property and equipment	(93,864)		(49,195)
Sale of property and equipment	—		852
Earn-out from the sale of MyFitnessPal platform	35,000		—
Net cash provided by (used in) investing activities	(58,864)		(48,343)
Cash flows from financing activities
Payments on long-term debt and revolving credit facility	—		(506,280)
Proceeds from capped call	—		91,722
Common Shares repurchased	(50,000)		—
Employee taxes paid for shares withheld for income taxes	(803)		(1,322)
Proceeds from exercise of stock options and other stock issuances	2,015		1,881
Net cash provided by (used in) financing activities	(48,788)		(413,999)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(43,962)		8,608
Net increase (decrease) in cash, cash equivalents and restricted cash	(154,113)		(93,278)
Cash, cash equivalents and restricted cash
Beginning of period	1,022,126		1,359,680
End of period	$	868,013	$	1,266,402
Non-cash investing and financing activities
Change in accrual for property and equipment	$	866	$	(3,278)

Reconciliation of cash, cash equivalents and restricted cash	September 30, 2022		September 30, 2021
Cash and cash equivalents	$	853,652	$	1,253,706
Restricted cash	14,361		12,696
Total cash, cash equivalents and restricted cash	$	868,013	$	1,266,402

See accompanying notes.

6

Under Armour, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

(Unaudited; Tabular amounts in thousands, except share and per share data)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Business

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.

Fiscal Year End Change

As previously disclosed, the Company changed its fiscal year end from December 31 to March 31, effective for the fiscal year beginning April 1, 2022. The Company's current fiscal year will run from April 1, 2022 through March 31, 2023 (Fiscal 2023). Consequently, there was no Fiscal 2022.

Basis of Presentation

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 presentation of the financial position and results of operations were included. Intercompany balances and transactions were eliminated upon consolidation.

The unaudited Condensed Consolidated Balance Sheet as of September 30, 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 and the Company's Transition Report on Form 10-QT for the three months ended March 31, 2022, filed with the SEC on May 9, 2022. The unaudited results for the three and six months ended September 30, 2022, are not necessarily indicative of the results to be expected for Fiscal 2023, or any other portions thereof.

Management Estimates

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

As the impacts of major global events, including the COVID-19 pandemic, continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving 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 Company operates. Please see the risk factors discussed in Part I, Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for Fiscal 2021.

7

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Account Pronouncements

The Company assesses the applicability and impact of all Accounting Standard Updates ("ASUs"). There were no ASUs adopted during the first half of Fiscal 2023.

Recently Issued Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. ASU 2022-04, with the exception of the rollforward requirement, is effective for fiscal years beginning after December 15, 2022 and should be applied retrospectively to all periods for which a balance sheet is presented. The rollforward requirement is effective for fiscal years beginning after December 15, 2023 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements.

NOTE 3. ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company's allowance for doubtful accounts was established with information available as of September 30, 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 March 31, 2022	$	7,113	$	7,029
Increases (decreases) to costs and expenses	139		—
Write-offs, net of recoveries	(851)		—
Balance at September 30, 2022	$	6,401	$	7,029

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

NOTE 4. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following: 

	As of September 30, 2022		As of March 31, 2022
Leasehold and tenant improvements	$	456,260	$	461,394
Furniture, fixtures and displays	265,161		263,749
Buildings	48,599		48,382
Software	360,640		339,722
Office equipment	130,024		132,452
Plant equipment	178,188		178,188
Land	83,626		83,626
Construction in progress (1)	110,782		64,869
Other	13,079		5,751
Subtotal property and equipment	1,646,359		1,578,133
Accumulated depreciation	(1,009,613)		(976,768)
Property and equipment, net	$	636,746	$	601,365

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

Depreciation expense related to property and equipment for the three and six months ended September 30, 2022 was $33.2 million and $67.1 million, respectively (three and six months ended September 30, 2021: $36.7 million and $72.5 million, respectively).

8

NOTE 5. LEASES

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 and six months ended September 30, 2022 and 2021.

Lease Costs and Other Information

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 Condensed Consolidated Statements of Operations, for the periods indicated:

	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
Operating lease costs	$	36,010	$	35,630	$	71,565	$	72,038
Variable lease costs	$	4,360	$	4,650	$	7,983	$	9,105

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 September 30, 2022		As of March 31, 2022
Weighted average remaining lease term (in years)	8.24		8.69
Weighted average discount rate	4.26	%	3.72	%

Supplemental Cash Flow Information

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

	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
Operating cash outflows from operating leases	$	42,254	$	44,161	$	84,119	$	89,126
Leased assets obtained in exchange for new operating lease liabilities	$	87,971	$	5,348	$	107,560	$	14,322

Maturity of Lease Liabilities

The following table presents the future minimum lease payments under the Company's operating lease liabilities as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	79,425
2024	165,195
2025	145,072
2026	113,355
2027	95,046
2028 and thereafter	397,650
Total lease payments	$	995,743
Less: Interest	158,532
Total present value of lease liabilities	$	837,211

As of September 30, 2022, the Company has additional operating lease obligations that have not yet commenced of approximately $3.3 million, which are not reflected in the table above.

9

NOTE 6. GOODWILL

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 March 31, 2022	$	301,371	$	105,053	$	85,084	$	—	$	491,508
Effect of currency translation adjustment	—		(14,195)		(8,981)		—		(23,176)
Balance as of September 30, 2022	$	301,371	$	90,858	$	76,103	$	—	$	468,332

NOTE 7. INTANGIBLE ASSETS, NET

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

		As of September 30, 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	$	(2,303)	$	233
Customer relationships	2-6	8,070		(3,395)		4,675
Lease-related intangible assets	1-15	9,022		(8,860)		162
Other	5-10	475		(451)		24
Total		$	20,103	$	(15,009)	$	5,094
Indefinite-lived intangible assets						4,197
Intangible assets, net						$	9,291

		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

    

Amortization expense, which is included in selling, general and administrative expenses, for the three and six months ended September 30, 2022 was $0.5 million and $0.9 million, respectively (three and six months ended September 30, 2021: $0.5 million and $1.0 million, respectively).

The following is the estimated amortization expense for the Company's intangible assets as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	949
2024	1,443
2025	1,404
2026	1,289
2027	9
2028 and thereafter	—
Total amortization expense of intangible assets	$	5,094

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NOTE 8. CREDIT FACILITY AND OTHER LONG TERM DEBT

The Company's outstanding debt consisted of the following:

	As of September 30, 2022		As of March 31, 2022
1.50% Convertible Senior Notes due 2024	$	80,919	$	80,919
3.25% Senior Notes due 2026	600,000		600,000
Total principal payments due	680,919		680,919
Unamortized debt discount on Senior Notes	(941)		(1,067)
Unamortized debt issuance costs - Convertible Senior Notes	(472)		(677)
Unamortized debt issuance costs - Senior Notes	(1,997)		(2,266)
Unamortized debt issuance costs - Credit facility	(4,127)		(4,623)
Total amount outstanding	673,382		672,286
Less:
Current portion of long-term debt:
Credit Facility borrowings	—		—
Non-current portion of long-term debt	$	673,382	$	672,286

Credit Facility

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 September 30, 2022 and March 31, 2022, there were no amounts outstanding under the revolving credit facility.

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

Borrowings, if any, under the revolving credit facility have maturities of less than one year. Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of September 30, 2022, there were $4.5 million of letters of credit outstanding (March 31, 2022: $4.5 million).

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 September 30, 2022, the Company was in compliance with the applicable covenants.

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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 September 30, 2022, the commitment fee was 15 basis points.

1.50% Convertible Senior Notes

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;

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•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 included in Part I of the Company's Transition Report of Form 10-QT for the three months ended March 31, 2022 for more details.

3.250% Senior Notes

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

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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

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, for the three and six months ended September 30, 2022 was $3.6 million and $9.6 million, respectively (three and six months ended September 30, 2021: $9.3 million and $22.6 million, respectively).

Maturity of Long Term Debt

The following are the scheduled maturities of long term debt as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	—
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.

NOTE 9. COMMITMENTS AND CONTINGENCIES

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.

In re Under Armour Securities Litigation

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 November 6 and December 17, 2019, two additional putative securities class actions were filed 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). On September 14, 2020, the District Court issued an order that, among other things, consolidated the Patel and Waronker cases into the Consolidated Securities Action.

The operative complaint (the Third Amended Complaint or the "TAC") in the Consolidated Securities Action, was filed on October 14, 2020. The TAC asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (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 the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission (the "SEC") since July 2017. The class period identified in the TAC is September 16, 2015 through November 1, 2019.

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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. On September 29, 2022, the court granted the plaintiffs' class certification motion.

The Company continues to believe that the claims asserted in the Consolidated Securities Action are without merit and intends to defend the lawsuit vigorously.

State Court Derivative Complaints

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 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 2014 purchase from entities controlled by Mr. Plank (through Sagamore) of certain parcels of land to accommodate the Company's growth needs, which was approved by the Audit Committee of the Company's Board of Directors 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 to those asserted in the Kenney action 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.

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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 September 2022, the Consolidated State Derivative Action was reopened, with a docket entry indicating that it had been closed in error. Also in September 2022, the court issued an order striking the appearance of Kenneth W. Ravenell as counsel for Kenney and warning that if new Maryland counsel has not entered an appearance within fifteen days after Kenney’s receipt of such notice, the case might be dismissed. On October 19, 2022, the court dismissed the Kenney action and ordered that the Kenney action and all consolidated cases be closed. On October 28, 2022, Plaintiffs filed a motion to vacate the order of dismissal. That motion is currently pending.

The Company believes that the claims asserted in the Consolidated State 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.

Federal Court Derivative Complaints

In July 2018, a stockholder derivative complaint was filed in the District Court, 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 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.

In September 2020, two additional derivative complaints were filed in the District Court (in cases captioned Olin v. Plank, et al., and Smith v. Plank, et al., respectively). On November 20, 2020, another derivative complaint was filed in the District Court, in a case captioned Viskovich v. Plank, et al. 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 District Court entered an order consolidating for all purposes the Andersen, Olin, Smith and Viskovich actions into a single action under the caption Andersen v. Plank, et al. (the "Federal Court Derivative Action"). In February 2021, counsel for the Smith and Olin plaintiffs, on the one hand, and counsel for the Andersen and Viskovich plaintiffs, on the other hand, filed motions seeking to be appointed as lead counsel in the Federal Court Derivative Action. These motions are currently pending.

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

Contingencies

In accordance with Accounting Standards Codification (“ASC”) Topic 450 “Contingencies” (“Topic 450”), the Company establishes accruals for contingencies when (i) the Company believes it is probable that a loss will be incurred and (ii) the amount of the loss can be reasonably estimated. If the reasonable estimate is a range, the Company will accrue the best estimate in that range; where no best estimate can be determined, the Company will accrue the minimum. As of September 30, 2022, the Company has estimated its liability and recorded $20 million in respect of certain ongoing legal proceedings summarized above. The timing of the resolution is unknown and the amount of loss ultimately incurred in connection with these matters may be substantially higher or lower than the amount accrued for these matters, and the Company expects a portion of the loss, if any is incurred, to be covered

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by the Company’s insurance. Legal proceedings for which no accrual has been established are disclosed to the extent required by ASC 450.

From time to time, the Company’s view regarding probability of loss with respect to outstanding legal proceedings will change, proceedings for which the Company is able to estimate a loss or range of loss will change, and the estimates themselves will change. In addition, while many matters presented in financial disclosures involve significant judgment and may be subject to significant uncertainties, estimates with respect to legal proceedings are subject to particular uncertainties. Other than as described above, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business. However, the matters described above, 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.

NOTE 10. STOCKHOLDERS' EQUITY

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 September 30, 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 400.0 million shares and have a par value of $0.0003 1/3 per share as of September 30, 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.

Share Repurchase Program

On February 23, 2022, the Company's Board of Directors authorized the Company to repurchase up to $500 million (exclusive of fees and commissions) of outstanding shares of the Company's Class C Common Stock over the next two years. The Class C Common Stock may be repurchased from time to time at prevailing prices in the open market, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, via private purchases through forward, derivative, accelerated share repurchase transactions or otherwise, subject to applicable regulatory restrictions on volume, pricing and timing. The timing and amount of any repurchases will depend on market conditions, the Company's financial condition, results of operations, liquidity and other factors.

During the three months ended September 30, 2022, the Company entered into a master confirmation, including a supplemental confirmation (the "August ASR Agreement"), of an accelerated share repurchase transaction with HSBC Bank USA, national Association ("HSBC") to repurchase $25.0 million of the Company's Class C Common Stock, and received a total of 3.2 million shares of Class C Common Stock from HSBC, which were immediately retired. As a result, $24.7 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.

During the six months ended September 30, 2022, pursuant to the August ASR Agreement and the previously disclosed accelerated share repurchase transactions that the Company entered into in February 2022 and May 2022 (together with the August ASR Agreement, the "ASR Agreements"), the Company repurchased 9.9 million shares of Class C Common Stock, which were immediately retired. As a result, $99.4 million was

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recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.

As of September 30, 2022, the Company has repurchased $350 million or 26.1 million outstanding shares of its Class C Common Stock under its share repurchase program. The number of shares was determined based on the average of the Rule 10b-18 volume-weighted average prices of the Company’s Class C Common Stock during the terms of the transactions, less an agreed discount, and subject to adjustments pursuant to the terms of the ASR Agreements.

NOTE 11. REVENUES

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Apparel	$	1,038,268	$	1,058,231	$	1,906,696	$	1,932,424
Footwear	375,885		329,718		723,136		672,359
Accessories	111,117		126,345		207,948		237,848
Net Sales	1,525,270		1,514,294		2,837,780		2,842,631
License revenues	33,123		31,099		61,258		54,360
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Wholesale	$	948,154	$	910,655	$	1,739,840	$	1,678,266
Direct-to-consumer	577,116		603,639		1,097,940		1,164,365
Net Sales	1,525,270		1,514,294		2,837,780		2,842,631
License revenues	33,123		31,099		61,258		54,360
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

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:

	As of September 30, 2022		As of March 31, 2022
Customer refund liability	$	155,021	$	159,628
Inventory associated with the reserves	$	39,968	$	44,291

Contract Liabilities

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 September 30, 2022 and March 31, 2022, contract liabilities were $29.7 million and $35.3 million, respectively.

For the three and six months ended September 30, 2022, the Company recognized approximately $1.3 million and $6.1 million, respectively, of revenue that was previously included in contract liabilities as of March 31, 2022. During the three and six months ended September 30, 2021, the Company recognized

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approximately $1.7 million and $6.5 million, respectively, of revenue that was previously included in contract liabilities as of March 31, 2021. 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.

NOTE 12. RESTRUCTURING AND RELATED IMPAIRMENT CHARGES

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. The Company concluded the 2020 restructuring plan during the three months ended March 31, 2022.

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. No adjustments were made during the three and six months ended September 30, 2022.

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
Balance at March 31, 2022	$	2,672	$	78,237
Net additions (recoveries) charged to expense	—		—
Cash payments	(1,057)		(73,337)
Foreign exchange and other	(62)		(1,821)
Balance at September 30, 2022	$	1,553	$	3,079

NOTE 13. OTHER EMPLOYEE BENEFITS

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 for the three and six months ended September 30, 2022 of $2.6 million and $4.2 million, respectively (three and six months ended September 30, 2021: $1.7 million and $4.2 million, 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 Human Capital and Compensation Committee of the Board of Directors, to make an annual base salary and/or bonus deferral for each year. As of September 30, 2022 and March 31, 2022, the Deferred Compensation Plan obligations were $11.6 million and $14.2 million, respectively, and were included in other long term liabilities on the Condensed Consolidated Balance Sheets.

The Company established a Rabbi Trust to fund obligations to participants in the Deferred Compensation Plan. As of September 30, 2022 and March 31, 2022, the assets held in the Rabbi Trust were trust owned life insurance ("TOLI") policies with cash-surrender values of $6.8 million and $8.4 million, respectively. These assets are consolidated and are included in other long term assets on the Condensed Consolidated Balance Sheets. Refer to Note 15 for a discussion of the fair value measurements of the assets held in the Rabbi Trust and the Deferred Compensation Plan obligations.

NOTE 14. STOCK BASED COMPENSATION

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 2029. As

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of September 30, 2022, 8.3 million Class A shares and 25.2 million Class C shares are available for future grants of awards under the 2005 Plan.

Awards Granted to Employees and Non-Employee Directors

Total stock-based compensation expense associated with awards granted to employees and non-employee directors for the three and six months ended September 30, 2022 was $8.3 million and $19.7 million, respectively (three and six months ended September 30, 2021: $11.0 million and $22.6 million, respectively). As of September 30, 2022, the Company had $84.9 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.28 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 period of two to five years. 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-employee director receives an award of restricted stock units upon the initial election to the Board of Directors, with the units covering stock valued at $100 thousand on the grant date and vesting in three equal annual installments. In addition, each non-employee director receives, following each annual stockholders' meeting, a grant under the 2005 Plan of restricted stock units covering stock valued at $150 thousand on the grant date. However, in May 2022, following the 2022 annual stockholders' meeting, each non-employee director received a grant under the 2005 plan of restricted stock units covering stock valued at $187.5 thousand to account for the Company's change in fiscal year. Each award vests 100% on the date of the next annual stockholders' meeting following the grant date.

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 0.8 million deferred stock units outstanding as of September 30, 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 September 30, 2022, 2.7 million Class A shares and 1.4 million Class C shares are available for future purchases under the ESPP. During the three and six months ended September 30, 2022, 171.6 thousand and 293.0 thousand Class C shares were purchased under the ESPP, respectively (three and six months ended September 30, 2021: 58.0 thousand and 118.9 thousand, respectively).

Awards granted to Marketing Partners

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 and six months ended September 30, 2022 was $0.8 million and $1.7 million, respectively (three and six months ended September 30, 2021: $0.9 million and $1.8 million, respectively). As of September 30, 2022, we had $6.0 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 2.07 years.

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Summary by Award Classification:

Stock Options

A summary of the Company's stock options activity for the six months ended September 30, 2022 is presented below:

	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Total Intrinsic Value
Outstanding at March 31, 2022	1,578	$	19.44	5.82	$	217
Granted, at fair market value	—	—		—	—
Exercised	—	—		—	—
Forfeited	—	—		—	—
Outstanding at September 30, 2022	1,578	$	19.44	5.32	$	—
Options exercisable at September 30, 2022	1,369	$	19.92	5.06	$	—

Restricted Stock and Restricted Stock Unit Awards

A summary of the Company's restricted stock and restricted stock unit awards activity for the six months ended September 30, 2022 is presented below: 

	Number of Restricted Shares	Weighted Average Grant Date Fair Value
Outstanding at March 31, 2022	7,807	$	16.57
Granted	1,997	9.14
Forfeited	(1,486)	15.52
Vested	(409)	16.73
Outstanding at September 30, 2022	7,909	$	14.88

    

Included in the table above are 1.2 million performance-based restricted stock units awarded to certain executives and key employees under the 2005 Plan during the three months ended June 30, 2022. The performance-based restricted stock units awarded have a weighted average fair value of $9.13 and have vesting that is tied to the achievement of certain combined annual revenue and operating income targets. During the three and six months ended September 30, 2022, the Company deemed the achievement of these targets probable and recorded $0.9 million and $1.3 million, respectively, of compensation expense related to these awards.

NOTE 15. FAIR VALUE MEASUREMENTS

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.

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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:

	September 30, 2022						March 31, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative foreign currency contracts (see Note 16)	$	—	$	104,954	$	—	$	—	$	988	$	—
TOLI policies held by the Rabbi Trust (see Note 13)	$	—	$	6,820	$	—	$	—	$	8,379	$	—
Deferred Compensation Plan obligations (see Note 13)	$	—	$	(11,649)	$	—	$	—	$	(14,230)	$	—

Fair values of the financial assets and liabilities listed above are determined using inputs that use as their basis readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers. The foreign currency contracts represent unrealized gains and losses on derivative contracts, which is the net difference between the U.S. dollar value to be received or paid at the contracts' settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current market exchange rate. The fair value of the TOLI policies held by the Rabbi Trust are based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are initially made in the same funds and purchased in substantially the same amounts as the selected investments of participants in the Under Armour, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"), which represent the underlying liabilities to participants in the Deferred Compensation Plan. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants' selected investments.

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 September 30, 2022 and March 31, 2022, the fair value of the Convertible Senior Notes was $78.5 million and $126.6 million, respectively.

As of September 30, 2022 and March 31, 2022, the fair value of the Senior Notes was $519.2 million and $580.0 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.

NOTE 16. RISK MANAGEMENT AND DERIVATIVES

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 September 30, 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.

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The following table presents the fair values of derivative instruments within the Condensed Consolidated Balance Sheets. Refer to Note 15 of the Condensed Consolidated Financial Statements for a discussion of the fair value measurements.

	Balance Sheet Classification	September 30, 2022		March 31, 2022
Derivatives designated as hedging instruments under ASC 815
Foreign currency contracts	Other current assets	$	86,361	$	11,561
Foreign currency contracts	Other long term assets	28,612		2,730
Total derivative assets designated as hedging instruments		$	114,973	$	14,291
Foreign currency contracts	Other current liabilities	$	2,994	$	11,209
Foreign currency contracts	Other long term liabilities	649		3,645
Total derivative liabilities designated as hedging instruments		$	3,643	$	14,854
Derivatives not designated as hedging instruments under ASC 815
Foreign currency contracts	Other current assets	$	13,074	$	4,412
Total derivative assets not designated as hedging instruments		$	13,074	$	4,412
Foreign currency contracts	Other current liabilities	$	1,797	$	1,213
Total derivative liabilities not designated as hedging instruments		$	1,797	$	1,213

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 September 30,								Six months ended September 30,
	2022				2021				2022				2021
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues	$	1,573,885	$	13,697	$	1,545,532	$	(1,953)	$	2,922,942	$	20,251	$	2,897,066	$	(4,330)
Cost of goods sold	$	860,051	$	(891)	$	757,428	$	(3,947)	$	1,578,911	$	(2,839)	$	1,440,141	$	(6,368)
Interest income (expense), net	$	(3,555)	$	(9)	$	(9,261)	$	(9)	$	(9,560)	$	(18)	$	(22,568)	$	(18)
Other income (expense), net	$	(5,771)	$	—	$	(29,476)	$	—	$	(20,012)	$	—	$	(67,970)	$	—

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

	Balance as of June 30, 2022		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of September 30, 2022
Derivatives designated as cash flow hedges
Foreign currency contracts	$	51,693	$	73,116	$	12,806	$	112,003
Interest rate swaps	(486)		—		(9)		(477)
Total designated as cash flow hedges	$	51,207	$	73,116	$	12,797	$	111,526

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	Balance as of March 31, 2022		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of September 30, 2022
Derivatives designated as cash flow hedges
Foreign currency contracts	$	41	$	129,374	$	17,412	$	112,003
Interest rate swaps	(495)		—		(18)		$	(477)
Total designated as cash flow hedges	$	(454)	$	129,374	$	17,394	$	111,526

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

	Balance as of March 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 September 30, 2021
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(15,886)	$	5,202	$	(10,697)	$	13
Interest rate swaps	(531)		—		(18)		(513)
Total designated as cash flow hedges	$	(16,417)	$	5,202	$	(10,715)	$	(500)

The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of undesignated derivative instruments are recorded and the effects of fair value hedge activity on these line items:

	Three months ended September 30,								Six months ended September 30,
	2022				2021				2022				2021
	Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net	$	(5,771)	$	(849)	$	(29,476)	$	(2,382)	$	(20,012)	$	(4,851)	$	(67,970)	$	(460)

Cash Flow Hedges

The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions generated by its international subsidiaries in currencies other than their local currencies. These gains and losses are driven by non-functional currency generated revenue, non-functional currency inventory purchases, investments in U.S. Dollar denominated available-for-sale debt securities, and certain other intercompany transactions. The Company enters into foreign currency contracts to reduce the risk associated with the foreign currency exchange rate fluctuations on these transactions. Certain contracts are designated as cash flow hedges. As of September 30, 2022 and March 31, 2022 the aggregate notional value of the Company's outstanding cash flow hedges was $1,262.5 million and $1,096.5 million, respectively, with contract maturities ranging from one to twenty-four months.

The Company may enter into long term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of the Company's long term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company may elect to enter into

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interest rate swap contracts to reduce the impact associated with interest rate fluctuations. The interest rate swap contracts are accounted for as cash flow hedges. Refer to Note 8 of the Condensed Consolidated Financial Statements for a discussion of long term debt.

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.

Undesignated Derivative Instruments

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 September 30, 2022 and March 31, 2022, the total notional value of the Company's outstanding undesignated derivative instruments was $341.8 million and $228.4 million, respectively.

Credit Risk

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.

NOTE 17. PROVISION FOR INCOME TAXES

The Company computes its quarterly income tax provision under the effective tax rate method by applying an estimated anticipated annual effective rate to our year-to-date income, except for significant and unusual or extraordinary transactions. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to ordinary income or loss in the loss jurisdiction. Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.

The effective rates for income taxes were 20.2% and 14.2% for the three months ended September 30, 2022 and 2021, respectively. The change in the Company’s effective tax rate was primarily driven by the proportion of foreign earnings subject to tax and related valuation allowances in each period, as well as one time discrete benefits recorded in the three months ended September 30, 2021.

The effective rates for income taxes were 22.4% and 14.3% for the six months ended September 30, 2022 and 2021, respectively. The change in the Company’s effective tax rate was primarily driven by the proportion of foreign earnings subject to tax and related valuation allowances in each period, as well as one time discrete benefits recorded in the six months ended September 30, 2021.

Valuation Allowance

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

As noted in the Company's Annual Report on Form 10-K for Fiscal 2021, a significant portion of the Company’s deferred tax assets relate to United States federal and state taxing jurisdictions. Realization of these deferred tax assets is dependent on future United States pre-tax earnings. As of September 30, 2022, the Company continues to believe that the weight of the negative evidence outweighs the positive evidence regarding the realization of the Company’s United States federal and the majority of the United States state deferred tax assets. Accordingly, the Company continues to maintain a valuation allowance on these deferred tax assets. Furthermore, consistent with prior periods, valuation allowances have also been recorded against a portion of foreign deferred tax assets in jurisdictions where the weight of negative evidence outweighs the positive evidence regarding the realization of deferred tax assets.

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As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. The Company's current forecast for the United States indicates that it is reasonably possible that additional deferred taxes could be realizable during the current fiscal year-end based on near term trend towards three-year cumulative taxable earnings. The actualization of these forecasted results may potentially outweigh the negative evidence, resulting in a reversal of all or a portion of previously recorded valuation allowances in the United States. The release of valuation allowances would result in a benefit to income tax expense in the period the release is recorded, which could have a material impact on net income. The timing and amount of the potential valuation allowance release are subject to significant management judgment, as well as prospective pre-tax earnings in the United States. The Company will continue to evaluate its ability to realize its net deferred tax assets on a quarterly basis.

NOTE 18. EARNINGS PER SHARE

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021(1)		2022		2021(1)
Numerator
Net income (loss) - Basic	$	86,925	$	113,444	$	94,607	$	172,651
Interest on Convertible Senior Notes due 2024, net of tax (2)	225		—		449		—
Net income (loss) - Diluted	$	87,150	$	113,444	$	95,056	$	172,651
Denominator
Weighted average common shares outstanding Class A, B and C - Basic	454,322		470,002		456,357		464,831
Dilutive effect of Class A, B, and C securities (2)	1,577		3,114		1,544		2,899
Dilutive effect of Convertible Senior Notes due 2024 (2)	8,242		—		8,242		—
Weighted average common shares and dilutive securities outstanding Class A, B, and C	464,141		473,116		466,143		467,730
Class A and Class C securities excluded as anti-dilutive (3)	7,712		458		8,085		782
Basic net income (loss) per share of Class A, B and C common stock	$	0.19	$	0.24	$	0.21	$	0.37
Diluted net income (loss) per share of Class A, B and C common stock	$	0.19	$	0.24	$	0.20	$	0.37

(1) The Company adopted Accounting Standard Update 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) 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.

(3) Represents stock options and restricted stock units of Class A and Class C Common Stock outstanding that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.

NOTE 19. SEGMENT DATA

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.

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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") and other digital business opportunities, 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 charges; and certain foreign currency hedge gains and losses.

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Net revenues
North America	$	1,011,823	$	1,035,862	$	1,921,179	$	1,941,355
EMEA	262,679		241,201		467,860		448,425
Asia-Pacific	225,729		211,950		402,394		404,319
Latin America	58,162		56,380		107,605		102,892
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Operating income (loss)
North America	$	209,206	$	292,367	$	399,130	$	518,136
EMEA	35,895		41,772		54,076		81,664
Asia-Pacific	46,134		40,529		66,079		64,575
Latin America	7,177		10,831		13,411		16,832
Corporate Other	(179,002)		(213,435)		(378,803)		(387,938)
Total operating income (loss)	119,410		172,064		153,893		293,269
Interest expense, net	(3,555)		(9,261)		(9,560)		(22,568)
Other income (expense), net	(5,771)		(29,476)		(20,012)		(67,970)
Income (loss) before income taxes	$	110,084	$	133,327	$	124,321	$	202,731

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 Quarterly Report on Form 10-Q, in our Transition Report on Form 10-QT for the three months ended March 31, 2022, filed with the SEC on May 9, 2022, 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 Quarterly 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 and six months ended September 30, 2022 compared with the three and six months ended September 30, 2021, unless otherwise noted.

FORWARD-LOOKING STATEMENTS

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, expectations regarding promotional activities, freight, product cost pressures and foreign currency impacts, the impact of inflation on our results of operations, 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;

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

•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;

•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 (including labor);

•changes to the financial health of our customers;

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

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•our ability to effectively drive operational efficiency in our business and realize expected benefits from restructuring plans;

•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.

OVERVIEW

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.

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; sustained demand for our products; 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.

During the three months ended September 30, 2022, we faced a challenging retail environment that included increased promotions and discounting, elevated freight expenses, ongoing COVID-19 related impacts in China and further negative impacts from changes in foreign currency rates.

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Quarterly Results

Financial highlights for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021 include:

•Total net revenues increased 1.8%.

•Within our channels, wholesale revenue increased 4.1% and direct-to-consumer revenue decreased 4.4%.

•Within our product categories, apparel revenue decreased 1.9%, footwear revenue increased 14.0%, and accessories revenue decreased 12.1%.

•Net revenue decreased 2.3% in North America, increased 8.9% in EMEA, increased 6.5% in Asia-Pacific, and increased 3.2% in Latin America.

•Gross margin decreased 560 basis points to 45.4%.

•Selling, general and administrative expenses decreased 0.8%.

COVID-19 Update

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 increased freight costs, 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. During the three months ended September 30, 2022, the pandemic continued to cause temporary closures and placed certain restrictions on our Brand and Factory House stores and distribution centers in China. We expect these challenges and related impacts to negatively impact our financial results 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. Ongoing impacts of the COVID-19 pandemic and related preventative and protective actions in China during the three months ended September 30, 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 September 30, 2022, substantially all of our Brand and Factory House stores and the stores of our wholesale customers were open, some of these retail stores in China were 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.

Effects of Inflation and Other Global Events

Our business could be impacted by continued or increasing inflation in key global markets, including the United States and Europe, and fluctuations in foreign currency exchange rates. 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 effect 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"; "—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"; "—Our financial results and ability to grow our business may be negatively impacted by global events

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beyond our control"; and "—Financial Risks—Our financial results could be adversely impacted by currency exchange rate fluctuations" included in Item 1A of our Annual Report on Form 10-K for Fiscal 2021.

Segment Presentation and Marketing

Corporate Other consists primarily of revenue and costs related to our MapMyRun and MapMyRide platforms (collectively "MMR") and other digital business opportunities, 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.

Fiscal Year End Change

As previously disclosed, we changed our fiscal year end from December 31 to March 31, effective for the fiscal year beginning April 1, 2022. Our current fiscal year will run from April 1, 2022 through March 31, 2023 (Fiscal 2023). Consequently, there was no Fiscal 2022.

RESULTS OF OPERATIONS

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 September 30,				Six months ended September 30,
(In thousands)	2022		2021		2022		2021
Net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066
Cost of goods sold	860,051		757,428		1,578,911		1,440,141
Gross profit	713,834		788,104		1,344,031		1,456,925
Selling, general and administrative expenses	594,424		599,384		1,190,138		1,144,387
Restructuring and impairment charges	—		16,656		—		19,269
Income (loss) from operations	119,410		172,064		153,893		293,269
Interest income (expense), net	(3,555)		(9,261)		(9,560)		(22,568)
Other income (expense), net	(5,771)		(29,476)		(20,012)		(67,970)
Income (loss) before income taxes	110,084		133,327		124,321		202,731
Income tax expense (benefit)	22,251		18,962		27,908		28,989
Income (loss) from equity method investments	(908)		(921)		(1,806)		(1,091)
Net income (loss)	$	86,925	$	113,444	$	94,607	$	172,651

	Three months ended September 30,				Six months ended September 30,
(As a percentage of net revenues)	2022		2021		2022		2021
Net revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	54.6	%	49.0	%	54.0	%	49.7	%
Gross profit	45.4	%	51.0	%	46.0	%	50.3	%
Selling, general and administrative expenses	37.8	%	38.8	%	40.7	%	39.5	%
Restructuring and impairment charges	—	%	1.1	%	—	%	0.7	%
Income (loss) from operations	7.6	%	11.1	%	5.3	%	10.1	%
Interest income (expense), net	(0.2)	%	(0.6)	%	(0.3)	%	(0.8)	%
Other income (expense), net	(0.4)	%	(1.9)	%	(0.7)	%	(2.3)	%
Income (loss) before income taxes	7.0	%	8.6	%	4.3	%	7.0	%
Income tax expense (benefit)	1.4	%	1.2	%	1.0	%	1.0	%
Loss from equity method investment	(0.1)	%	(0.1)	%	(0.1)	%	—	%
Net income (loss)	5.5	%	7.3	%	3.2	%	6.0	%

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Revenues

Net revenues consist of net sales, license revenues, and revenues from digital subscriptions, other digital business opportunities and advertising. Net sales consist of sales from apparel, footwear and accessories products. Our license revenues primarily consist of fees paid to us by licensees in exchange for the use of our trademarks on their products.

The following tables summarize net revenues by product category and distribution channel for the periods indicated:

	Three months ended September 30,								Six months ended September 30,
(In thousands)	2022		2021		Change $		Change %(1)		2022		2021		Change $		Change %(1)
Net Revenues by Product Category
Apparel	$	1,038,268	$	1,058,231	$	(19,963)	(1.9)	%	$	1,906,696	$	1,932,424	$	(25,728)	(1.3)	%
Footwear	375,885		329,718		46,167		14.0	%	723,136		672,359		50,777		7.6	%
Accessories	111,117		126,345		(15,228)		(12.1)	%	207,948		237,848		(29,900)		(12.6)	%
Net Sales	1,525,270		1,514,294		10,976		0.7	%	2,837,780		2,842,631		(4,851)		(0.2)	%
License revenues	33,123		31,099		2,024		6.5	%	61,258		54,360		6,898		12.7	%
Corporate Other (2)	15,492		139		15,353		N/M		23,904		75		23,829		N/M
Total net revenues	$	1,573,885	$	1,545,532	$	28,353	1.8	%	$	2,922,942	$	2,897,066	$	25,876	0.9	%
Net Revenues by Distribution Channel
Wholesale	$	948,154	$	910,655	$	37,499	4.1	%	$	1,739,840	$	1,678,266	$	61,574	3.7	%
Direct-to-consumer	577,116		603,639		(26,523)		(4.4)	%	1,097,940		1,164,365		(66,425)		(5.7)	%
Net Sales	1,525,270		1,514,294		10,976		0.7	%	2,837,780		2,842,631		(4,851)		(0.2)	%
License revenues	33,123		31,099		2,024		6.5	%	61,258		54,360		6,898		12.7	%
Corporate Other (2)	15,492		139		15,353		N/M		23,904		75		23,829		N/M
Total net revenues	$	1,573,885	$	1,545,532	$	28,353	1.8	%	$	2,922,942	$	2,897,066	$	25,876	0.9	%

(1) "N/M" = not meaningful

(2) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program, as well as subscription revenues from MMR and revenue from other digital business opportunities.

Net sales

Net sales increased by $11.0 million, or 0.7%, to $1,525.3 million during the three months ended September 30, 2022, from $1,514.3 million during the three months ended September 30, 2021. Apparel decreased primarily due to the impact of foreign exchange rates and lower average selling prices, partially offset by higher unit sales. Footwear increased primarily due to higher units sales, partially offset by lower average selling prices. Accessories decreased primarily due to unfavorable product mix, lower units sales and the impact of foreign exchange rates. From a channel perspective, the increase in net sales was due to an increase in wholesale, partially offset by a decrease in direct-to-consumer.

Net sales decreased by $4.9 million, or 0.2%, to $2,837.8 million during the six months ended September 30, 2022, from $2,842.6 million during the six months ended September 30, 2021. Apparel decreased primarily due to the impact of foreign exchange rates and lower average selling prices, partially offset by higher unit sales. Footwear increased primarily due to higher units sales, partially offset by lower average selling prices and the impact of foreign exchange rates. Accessories decreased primarily due to lower units sales, unfavorable product mix and the impact of foreign exchange rates. From a channel perspective, the decrease in net sales was due to a decrease in direct-to-consumer, partially offset by an increase in wholesale.

License revenues

License revenues increased by $2.0 million, or 6.5%, to $33.1 million during the three months ended September 30, 2022, from $31.1 million during the three months ended September 30, 2021, driven by higher demand and improved business and financial conditions of our licensees. The increased revenue was primarily from our licensing partners in the North America region.

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License revenues increased by $6.9 million, or 12.7%, to $61.3 million during the six months ended September 30, 2022, from $54.4 million during the six months ended September 30, 2021, driven by higher demand and improved business and financial conditions of our licensees. The increased revenue was primarily from our licensing partners in the Asia-Pacific and North America regions.

Gross Profit

Cost of goods sold consists primarily of product costs, inbound freight and duty costs, outbound freight costs, handling costs to make products floor-ready to customer specifications, royalty payments to endorsers based on a predetermined percentage of sales of selected products, and write downs for inventory obsolescence. In general, as a percentage of net revenues, we expect cost of goods sold associated with our apparel and accessories to be lower than that of our footwear. A limited portion of cost of goods sold is associated with digital subscription and advertising revenues, primarily website hosting costs, and no cost of goods sold is associated with our license revenues.

We include outbound freight costs associated with shipping goods to customers as cost of goods sold; however, we include the majority of outbound handling costs as a component of selling, general and administrative expenses. As a result, our gross profit may not be comparable to that of other companies that include outbound handling costs in their cost of goods sold. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate our distribution facilities. These costs were $20.2 million and $38.1 million for the three and six months ended September 30, 2022 (three and six months ended September 30, 2021: $13.8 million and $40.0 million, respectively).

Gross profit decreased by $74.3 million to $713.8 million during the three months ended September 30, 2022, as compared to $788.1 million during the three months ended September 30, 2021. Gross profit as a percentage of net revenues, or gross margin, decreased to 45.4% from 51.0%. This decrease in gross margin of 560 basis points was primarily driven by negative impacts of approximately:

•300 basis points from higher promotions and discounting;

•100 basis points of supply chain impact mainly due to elevated freight costs;

•70 basis points from unfavorable channel impacts;

•50 basis points of negative effects from changes in foreign currency; and

•30 basis points from unfavorable product mix due to the strength of footwear sales.

Gross profit decreased by $112.9 million to $1,344.0 million during the six months ended September 30, 2022, as compared to $1,456.9 million during the six months ended September 30, 2021. Gross profit as a percentage of net revenues, or gross margin, decreased to 46.0% from 50.3%. This decrease in gross margin of 430 basis points was primarily driven by negative impacts of approximately:

•190 basis points from higher promotions and discounting versus last year;

•130 basis points from supply chain impact mainly due to elevated freight costs;

•80 basis points from unfavorable channel, regional and product mix; and

•30 basis points of negative impact from changes in foreign currency.

We expect higher discounting and promotional activities and foreign exchange rate impacts to continue to negatively impact our gross margin for the next few quarters.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses consist of costs related to marketing, selling, product innovation and supply chain, and corporate services. We consolidate our selling, general and administrative expenses into two primary categories: marketing and other. The other category is the sum of our selling, product innovation and supply chain, and corporate services categories. The marketing category consists primarily of sports and brand marketing, media, and retail presentation. Sports and brand marketing includes professional, club and collegiate sponsorship agreements, individual athlete and influencer agreements, and providing and selling products directly to teams and individual athletes. Media includes digital, broadcast, and print media outlets, including social and mobile media. Retail presentation includes sales displays and concept shops and depreciation expense specific

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to our in-store fixture programs. Our marketing costs are an important driver of our growth.

	Three months ended September 30,								Six months ended September 30,
(In thousands)	2022		2021		Change $		Change %		2022		2021		Change $		Change %
Selling, General and Administrative Expenses	$	594,424	$	599,384	$	(4,960)	(0.8)	%	$	1,190,138	$	1,144,387	$	45,751	4.0	%

Selling, general and administrative expenses decreased by $5.0 million, or 0.8%, during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. Within selling, general and administrative expense:

•Marketing costs decreased $23.6 million or 14.1%, due to lower marketing activity during the period. As a percentage of net revenues, marketing costs decreased to 9.1% from 10.8%.

•Other costs increased $18.6 million or 4.3%, primarily driven by higher litigation related accrual, promotion and selling expenses, travel-related expenses and distribution expenses. As a percentage of net revenues, other costs increased to 28.6% from 28.0%.

As a percentage of net revenues, selling, general and administrative expenses decreased to 37.8% during the three months ended September 30, 2022 as compared to 38.8% during the three months ended September 30, 2021.

Selling, general and administrative expenses increased by $45.8 million, or 4.0%, during the six months ended September 30, 2022 as compared to the six months ended September 30, 2021. Within selling, general and administrative expense:

•Marketing costs decreased $8.9 million or 2.9%, due to lower marketing activity during the period. As a percentage of net revenues, marketing costs decreased to 10.2% from 10.6%.

•Other costs increased $54.6 million or 6.5%, primarily driven by higher litigation related accrual, compensation expenses, other promotion and selling expenses and travel-related expenses. As a percentage of net revenues, other costs increased to 30.6% from 28.9%.

As a percentage of net revenues, selling, general and administrative expenses increased to 40.7% during the six months ended September 30, 2022 as compared to 39.5% during the six months ended September 30, 2021.

Restructuring and Impairment Charges

	Three months ended September 30,								Six months ended September 30,
(In thousands)	2022		2021		Change $		Change %		2022		2021		Change $		Change %
Restructuring and Impairment Charges	$	—	$	16,656	$	(16,656)	(100.0)	%	$	—	$	19,269	$	(19,269)	(100.0)	%

Restructuring and impairment charges within our operating expenses were $16.7 million and $19.3 million during the three and six months ended September 30, 2021, respectively. No charges have been recorded during the three and six months ended September 30, 2022. See Note 12 to our Condensed Consolidated Financial Statements.

Interest Expense, net

Interest expense, net is primarily comprised of interest incurred on our debt facilities, offset by interest income earned on our cash and cash equivalents.

	Three months ended September 30,								Six months ended September 30,
(In thousands)	2022		2021		Change $		Change %		2022		2021		Change $		Change %
Interest expense, net	$	3,555	$	9,261	$	(5,706)	(61.6)	%	$	9,560	$	22,568	$	(13,008)	(57.6)	%

Interest expense, net decreased by $5.7 million to $3.6 million during the three months ended September 30, 2022. This was primarily due to an increase in interest income and a reduction in interest expense on our

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Convertible Senior Notes as a result of repurchasing approximately $419.1 million in aggregate principal amount during Fiscal 2021.

Interest expense, net decreased by $13.0 million to $9.6 million during the six months ended September 30, 2022. This was primarily due to an increase in interest income and a reduction in interest expense on our Convertible Senior Notes as a result of repurchasing approximately $419.1 million in aggregate principal amount during Fiscal 2021. See Note 8 to our Condensed Consolidated Financial Statements.

Other Income (Expense), net

Other income (expense), net primarily consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments, and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Other income (expense), net also includes rent expense relating to lease assets held solely for sublet purposes, primarily the lease related to our New York City, 5th Avenue location.

	Three months ended September 30,								Six months ended September 30,
(In thousands)	2022		2021		Change $		Change %		2022		2021		Change $		Change %
Other income (expense), net	$	(5,771)	$	(29,476)	$	23,705	80.4	%	$	(20,012)	$	(67,970)	$	47,958	70.6	%

Other expense, net decreased by $23.7 million to $5.8 million during the three months ended September 30, 2022. This was primarily due to a loss of $23.8 million that was recognized during the three months ended September 30, 2021 upon the extinguishment of $169.1 million in principal amount of our Convertible Senior Notes.

Other expense, net decreased by $48.0 million to $20.0 million during the six months ended September 30, 2022. This was primarily due to a loss of $58.5 million that was recognized during the six months ended September 30, 2021 upon the extinguishment of $419.1 million in principal amount of our Convertible Senior Notes. This was partially offset by a $5.3 million increase in losses associated with foreign currency hedges and a $4.4 million increase in losses from changes in foreign currency exchange rates.

Income Tax Expense (Benefit)

	Three months ended September 30,								Six months ended September 30,
(In thousands)	2022		2021		Change $		Change %		2022		2021		Change $		Change %
Income tax expense (benefit)	$	22,251	$	18,962	$	3,289	17.3	%	$	27,908	$	28,989	$	(1,081)	(3.7)	%

Income tax expense increased $3.3 million to $22.3 million during the three months ended September 30, 2022 from income tax expense of $19.0 million during the same period in 2021. For the three months ended September 30, 2022, our effective tax rate was 20.2% compared to 14.2% for the same period in 2021. The change in our effective tax rate was primarily driven by the proportion of foreign earnings subject to tax and related valuation allowances in each period, as well as one time discrete benefits recorded in the three months ended September 30, 2021.

Income tax expense decreased $1.1 million to $27.9 million during the six months ended September 30, 2022 from income tax expense of $29.0 million during the same period in 2021. For the six months ended September 30, 2022, our effective tax rate was 22.4% compared to 14.3% for the same period in 2021. The change in our effective tax rate was primarily driven by the proportion of foreign earnings subject to tax and related valuation allowances in each period, as well as one time discrete benefits recorded in the six months ended September 30, 2021.

SEGMENT RESULTS OF OPERATIONS

Our operating segments are based on how our Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and assessing performance. Our segments are defined by geographic regions, including North America, EMEA, Asia-Pacific, and Latin America.

We exclude certain corporate costs from our segment profitability measures. We report these costs within Corporate Other, which is designed to provide increased transparency and comparability of our operating segments performance. The costs included within Corporate Other consists largely of revenue and costs related to our MMR

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platforms and other digital business opportunities, 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 and innovation, and other corporate support functions; costs related to our global assets and global marketing; costs related to our headquarters; restructuring and restructuring related charges; and certain foreign currency hedge gains and losses.

The net revenues and operating income (loss) associated with our segments are summarized in the following tables.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Net Revenues

	Three months ended September 30,
(In thousands)	2022		2021		$ Change		% Change(1)
North America	$	1,011,823	$	1,035,862	$	(24,039)	(2.3)	%
EMEA	262,679		241,201		21,478		8.9	%
Asia-Pacific	225,729		211,950		13,779		6.5	%
Latin America	58,162		56,380		1,782		3.2	%
Corporate Other (2)	15,492		139		15,353		N/M
Total net revenues	$	1,573,885	$	1,545,532	$	28,353	1.8	%

(1) "N/M" = not meaningful

(2) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program, as well as subscription revenues from MMR and revenue from other digital business opportunities.

The increase in total net revenues for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, was driven by the following:

•Net revenues in our North America region decreased by $24.0 million, or 2.3%, to $1,011.8 million from $1,035.9 million. This was driven by decreases in both our wholesale and direct to consumer channels. Within the direct to consumer channel, net revenues were down due to a decrease in owned and operated retail store sales, partially offset by an increase in e-commerce sales.

•Net revenues in our EMEA region increased by $21.5 million, or 8.9%, to $262.7 million from $241.2 million. This was driven by an increase in our wholesale channel, partially offset by a decrease in our direct to consumer channel. Within the direct to consumer channel, net revenues were lower due to decreases in both owned and operated retail store sales and e-commerce sales. Net revenues in our EMEA region were also negatively impacted by changes in foreign exchange rates.

•Net revenues in our Asia-Pacific region increased by $13.8 million, or 6.5%, to $225.7 million from $212.0 million. This was driven by increases in both our wholesale and direct to consumer channels. Within the direct to consumer channel, net revenues were higher due to an increase in owned and operated retail store sales, partially offset by a decrease in e-commerce sales. Net revenues in our Asia-Pacific region were also negatively impacted by changes in foreign exchange rates.

•Net revenues in our Latin America region increased by $1.8 million, or 3.2%, to $58.2 million from $56.4 million. This was driven by an increase in our wholesale channel, partially offset by a decrease in our direct to consumer channel as we have moved to a distributor operating model for certain countries within this region. Within the direct to consumer channel, net revenues were lower due to a decrease in e-commerce sales, partially offset by an increase in owned and operated retails store sales.

•Net revenues in our Corporate Other non-operating segment increased by $15.4 million to $15.5 million from $0.1 million. This was primarily driven by foreign currency hedge gains related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program.

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Operating Income (loss)

	Three months ended September 30,
(In thousands)	2022		2021		$ Change		% Change
North America	$	209,206	$	292,367	$	(83,161)	(28.4)	%
EMEA	35,895		41,772		(5,877)		(14.1)	%
Asia-Pacific	46,134		40,529		5,605		13.8	%
Latin America	7,177		10,831		(3,654)		(33.7)	%
Corporate Other (1)	(179,002)		(213,435)		34,433		16.1	%
Total operating income (loss)	$	119,410	$	172,064	$	(52,654)	(30.6)	%

(1) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program, as well as subscription revenues from MMR and revenue from other digital business opportunities. Corporate Other also includes expenses related to our central supporting functions.

The decrease in total operating income for the three months ended September 30, 2022, compared to the three months ended September 30, 2021, was driven by the following:

•Operating income in our North America region decreased by $83.2 million to $209.2 million from $292.4 million. This was primarily due to a decline in gross profit driven by lower revenues as discussed above, higher promotions and discounting, and higher freight costs.

•Operating income in our EMEA region decreased by $5.9 million to $35.9 million from $41.8 million. This was primarily due to a decline in gross profit, partially offset by a decrease in marketing-related expenses. The decline in gross profit was primarily due to unfavorable channel mix and higher freight costs, partially offset by higher revenues as discussed above.

•Operating income in our Asia-Pacific region increased by $5.6 million to $46.1 million from $40.5 million. This was primarily due to an increase in revenues as discussed above and a decrease in marketing-related expenses, partially offset by an increase in inventory reserves due to excess inventory resulting from COVID-19 supply chain challenges and higher promotions and discounting.

•Operating income in our Latin America region decreased by $3.7 million to $7.2 million from $10.8 million. This was primarily due to a decline in gross profit, driven by higher freight costs.

•Operating loss in our Corporate Other non-operating segment decreased $34.4 million. This was primarily due to gains from foreign currency hedges and no further restructuring charges, partially offset by an increase in litigation expenses.

Six Months Ended September 30, 2022 Compared to Six Months Ended September 30, 2021

Net Revenues

	Six months ended September 30,
(In thousands)	2022		2021		$ Change		% Change(1)
North America	$	1,921,179	$	1,941,355	$	(20,176)	(1.0)	%
EMEA	467,860		448,425		19,435		4.3	%
Asia-Pacific	402,394		404,319		(1,925)		(0.5)	%
Latin America	107,605		102,892		4,713		4.6	%
Corporate Other (2)	23,904		75		23,829		N/M
Total net revenues	$	2,922,942	$	2,897,066	$	25,876	0.9	%

(1) "N/M" = not meaningful

(2) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program, as well as subscription revenues from MMR and revenues from other digital business opportunities.

The increase in total net revenues for the six months ended September 30, 2022, compared to the six months ended September 30, 2021, was driven by the following:

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•Net revenues in our North America region decreased by $20.2 million, or 1.0%, to $1,921.2 million from $1,941.4 million. This was driven by a decrease in our direct to consumer channel, partially offset by an increase in our wholesale channel. Within the direct to consumer channel, net revenues were lower due to a decrease in owned and operated retail store sales, partially offset by an increase in e-commerce sales.

•Net revenues in our EMEA region increased by $19.4 million, or 4.3%, to $467.9 million from $448.4 million. This was driven by an increase in our wholesale channel, partially offset by a decrease in our direct to consumer channel. Within our direct to consumer channel, net revenues were lower due to decreases in both e-commerce and owned and operated retail store sales. Net revenues in our EMEA region were also negatively impacted by changes in foreign exchange rates.

•Net revenues in our Asia-Pacific region decreased by $1.9 million, or 0.5%, to $402.4 million from $404.3 million. This was driven by an increase in our wholesale and distributor channel and an increase in licensing revenues, partially offset by a decrease in our direct to consumer channel. Within our direct to consumer channel, both e-commerce and owned and operated retail store sales were lower primarily due to COVID-19 related restrictions and limitations, particularly in China. Net revenues in our Asia-Pacific region were also negatively impacted by changes in foreign exchange rates.

•Net revenues in our Latin America region increased by $4.7 million, or 4.6%, to $107.6 million from $102.9 million. This was driven by an increase in our wholesale channel, partially offset by a decrease in our direct to consumer channel as we have moved to a distributor operating model for certain countries within this region. Within our direct to consumer channel, net revenues were lower due to decreases in both e-commerce and owned and operated retail store sales.

•Net revenues in our Corporate Other non-operating segment increased by $23.8 million to $23.9 million from less than $0.1 million. This was primarily driven by foreign currency hedge gains related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program.

Operating Income (loss)

	Six months ended September 30,
(In thousands)	2022		2021		$ Change		% Change
North America	$	399,130	$	518,136	$	(119,006)	(23.0)	%
EMEA	54,076		81,664		(27,588)		(33.8)	%
Asia-Pacific	66,079		64,575		1,504		2.3	%
Latin America	13,411		16,832		(3,421)		(20.3)	%
Corporate Other (1)	(378,803)		(387,938)		9,135		2.4	%
Total operating income (loss)	$	153,893	$	293,269	$	(139,376)	(47.5)	%

(1) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program, as well as subscription revenues from MMR and revenue from other digital business opportunities. Corporate Other also includes expenses related to our central supporting functions.

The decrease in total operating income for the six months ended September 30, 2022, compared to the six months ended September 30, 2021, was primarily driven by the following:

•Operating income in our North America region decreased by $119.0 million, to $399.1 million from $518.1 million. This was primarily due to a decline in gross profit, driven by lower revenues as discussed above, higher promotions and discounting and higher freight costs. Additionally, operating income was down as a result of an increase in compensation expenses, selling expenses and facility related expenses.

•Operating income in our EMEA region decreased by $27.6 million to $54.1 million from $81.7 million. This was primarily due to a decline in gross profit, partially offset by a decrease in marketing-related expenses. The decline in gross profit was primarily due to unfavorable channel mix and higher freight costs, partially offset by higher revenues as discussed above.

•Operating income in our Asia-Pacific region increased by $1.5 million to $66.1 million from $64.6 million. This was primarily due to a decrease in marketing-related expenses and facility costs, partially offset by lower gross profit, driven by higher promotions and discounting and lower net revenues as discussed above.

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•Operating income in our Latin America region decreased by $3.4 million to $13.4 million from $16.8 million. This was primarily due to higher freight costs and higher marketing-related expenses, partially offset by higher net revenues.

•Operating loss in our Corporate Other non-operating segment decreased $9.1 million. This was primarily due to gains from foreign currency hedges and no further restructuring charges, partially offset by an increase in litigation and consulting expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our cash requirements have principally been for working capital and capital expenditures. We fund our working capital, primarily inventory, and capital investments from cash flows from operating activities, cash and cash equivalents on hand, and borrowings available under our credit and long term debt facilities. Our working capital requirements generally reflect the seasonality in our business as we historically recognize the majority of our net revenues in the last two quarters of the calendar year. Our capital investments have generally included expanding our in-store fixture and branded concept shop program, improvements and expansion of our distribution and corporate facilities, leasehold improvements to our Brand and Factory House stores, and investment and improvements in information technology systems. Our inventory strategy is focused on continuing to meet consumer demand while improving our inventory efficiency over the long term by putting systems and processes in place to improve our inventory management. These systems and processes are designed to improve our forecasting and supply planning capabilities. In addition to systems and processes, key areas of focus that we believe enhance inventory performance are added discipline around the purchasing of product, production lead time reduction, and better planning and execution in selling of excess inventory through our Factory House stores and other liquidation channels.

As of September 30, 2022, we had approximately $853.7 million of cash and cash equivalents. We believe our cash and cash equivalents on hand, cash from operations, our ability to reduce our expenditures as needed, borrowings available to us under our amended credit agreement, our ability to access the capital markets, and other financing alternatives are adequate to meet our liquidity needs and capital expenditure requirements for at least the next twelve months. In addition, from time to time, based on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors and subject to compliance with applicable laws and regulations, we may seek to utilize cash on hand, borrowings or raise capital to retire, repurchase or redeem our debt securities, repay debt, repurchase shares of our common stock or otherwise enter into similar transactions to support our capital structure and business or utilize excess cash flow on a strategic basis. For example, as described below, in February 2022, our Board of Directors authorized the repurchase of up to $500 million of our Class C Common Stock over the following two years and, subsequently, we entered into agreements related to accelerated share repurchase transactions to repurchase $300 million, $25 million and $25 million of our Class C Common Stock in February 2022, May 2022 and August 2022, respectively.

As discussed above, COVID-19 has continued to create supply chain challenges that will impact the availability of inventory over the next few quarters. If there are unexpected material impacts to our business in future periods from COVID-19 and we need to raise or conserve additional cash to fund our operations, we may consider additional alternatives similar to those we used in Fiscal 2020, including further reducing our expenditures, changing our investment strategies, negotiating payment terms with our customers and vendors, reductions in compensation costs, including through temporary reductions in pay and layoffs, and limiting certain marketing and capital expenditures. In addition, we may seek alternative sources of liquidity, including but not limited to, accessing the capital markets, sale leaseback transactions or other sales of assets, or other alternative financing measures. However, instability in, or tightening of the capital markets, could adversely affect our ability to access the capital markets on terms acceptable to us or at all. Although we believe we have adequate sources of liquidity over the long term, a prolonged or more severe economic recession, inflationary pressure, or a slow recovery could adversely affect our business and liquidity.

Refer to our "Risk Factors" section included in Item 1A of our Annual Report on Form 10-K for Fiscal 2021.

Share Repurchase Program

On February 23, 2022, our Board of Directors authorized us to repurchase up to $500 million (exclusive of fees and commissions) of outstanding shares of our Class C Common Stock over the following two years. The Class C Common Stock may be repurchased from time to time at prevailing prices in the open market, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, via private purchases through forward, derivative, accelerated share repurchase transactions or otherwise, subject to

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applicable regulatory restrictions on volume, pricing and timing. The timing and amount of any repurchases will depend on market conditions, our financial condition, results of operations, liquidity and other factors.

During the three months ended September 30, 2022, we entered into a master confirmation, including a supplemental confirmation (the "August ASR Agreement"), of an accelerated share repurchase transaction with HSBC Bank USA, National Association ("HSBC") to repurchase $25.0 million of our Class C Common Stock, and received a total of 3.2 million shares of Class C Common Stock from HSBC, which were immediately retired. As a result, $24.7 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.

During the six months ended September 30, 2022, pursuant to the August ASR Agreement and the previously disclosed accelerated share repurchase transactions that we entered into in February 2022 and May 2022 (together with the August ASR Agreement, the "ASR Agreements"), we repurchased 9.9 million shares of Class C Common Stock, which were immediately retired. As a result, $99.4 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.

As of September 30, 2022, we have repurchased $350 million or 26.1 million outstanding shares of our Class C Common Stock under our share repurchase program. The number of shares was determined based on the average of the Rule 10b-18 volume-weighted average prices of our Class C Common Stock during the terms of the transactions, less an agreed discount, and subject to adjustments pursuant to the terms of the ASR Agreements.

Cash Flows

The following table presents the major components of our cash flows provided by and used in operating, investing and financing activities for the periods presented:

	Six months ended September 30,
(In thousands)	2022		2021		$ Change
Net cash provided by (used in):
Operating activities	$	(2,499)	$	360,456	$	(362,955)
Investing activities	(58,864)		(48,343)		(10,521)
Financing activities	(48,788)		(413,999)		365,211
Effect of exchange rate changes on cash and cash equivalents	(43,962)		8,608		(52,570)
Net increase (decrease) in cash and cash equivalents	$	(154,113)	$	(93,278)	$	(60,835)

Operating Activities

Cash flows used in operating activities increased by $363.0 million, as compared to the six months ended September 30, 2021, primarily driven by a decrease in net income before the impact of non-cash items of $110.1 million and a decrease from changes in working capital of $252.9 million.

The changes in working capital were primarily due to the following outflows:

•$281.8 million from changes in inventories;

•$69.6 million from changes other non-current assets; and

•$60.7 million from changes in accounts receivable;

These outflows were partially offset by the following working capital inflows:

•$124.0 million from changes in accounts payable;

•$20.5 million from changes in accrued expenses and other liabilities; and

•$12.6 million resulting from changes in customer refund liabilities.

Investing Activities

Cash flows used in investing activities increased by $10.5 million, as compared to the six months ended September 30, 2021, primarily due to an increase in capital expenditures. This was partially offset by the collection of the earn-out previously recorded in connection with the sale of the MyFitnessPal platform.

Total capital expenditures during the six months ended September 30, 2022 were $93.9 million, or approximately 3% of net revenues, representing a $44.7 million increase from $49.2 million during the six months ended September 30, 2021. During Fiscal 2021, we reduced capital expenditures in response to ongoing uncertainty related to COVID-19. Moving forward, we anticipate capital expenditures to normalize back towards our

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long-term operating principle of between 3% and 5% of annual net revenues as we invest in our global direct-to-consumer, e-Commerce and digital businesses, information technology systems, distribution centers and our global offices. In April 2021, we unveiled plans to construct a new global headquarters in the Port Covington area of Baltimore, Maryland. Subsequently in May 2022, we announced additional details about our plan to design our new headquarters in line with our long-term sustainability strategy, which includes a commitment to reduce greenhouse gas emissions and increase sourcing of renewable electricity in our owned and operated facilities. We expect a portion of our capital expenditures over the short term to include investments incorporating sustainable and intelligent building design features into this facility.

Financing Activities

Cash flows used in financing activities decreased by $365.2 million, as compared to the six months ended September 30, 2021. During the six months ended September 30, 2021, we paid $506.3 million to certain exchanging holders for the exchange of $419.1 million in aggregate principal amount of our 1.50% convertible senior notes. Concurrently with this exchange we terminated certain capped call agreements and in exchange received approximately $91.7 million. During the six months ended September 30, 2022, we paid $50.0 million to repurchase Class C common shares through accelerate share repurchase programs. For more details, see discussion above under "Share Repurchase Program".

Capital Resources

Credit Facility

On March 8, 2019, we entered into an amended and restated credit agreement by and among us, 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, we entered into the first, second and third amendments to the credit agreement, respectively (the credit agreement as amended and 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 September 30, 2022 and March 31, 2022, there were no amounts outstanding under the revolving credit facility.

At our 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 we seek to incur such borrowings.

Borrowings, if any, under the revolving credit facility have maturities of less than one year. Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of September 30, 2022, there was $4.5 million of letters of credit outstanding (March 31, 2022: $4.5 million).

Our obligations 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 our achievement of investment grade rating from two rating agencies.

The amended credit agreement contains negative covenants that, subject to significant exceptions, limit our 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.

We are 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 we are not permitted to allow the ratio of consolidated total indebtedness to consolidated EBITDA to be greater than 3.25 to 1.0 (the "leverage covenant"), as described in more detail in the amended credit agreement. As of September 30, 2022, we were 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

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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 the 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 our option, either (a) an alternate base rate (for borrowings in U.S. dollars), (b) a term rate (for borrowings in U.S. dollars, Euros, Japanese 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 rate loans 0.00% to 0.75%). We 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 September 30, 2022, the commitment fee was 15 basis points.

1.50% Convertible Senior Notes

In May 2020, we 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 that we paid, of which we used $47.9 million to pay the cost of the capped call transactions described below. We utilized $439.9 million to repay indebtedness that was outstanding under our 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 our 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 us or any of our subsidiaries.

In May 2021 and August 2021, we 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 our Class C Common Stock, plus payment for accrued and unpaid interest (the "Exchanges"). In connection with the Exchanges, we 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, we 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 our 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 our Class C Common Stock or a combination of cash and shares of Class C Common Stock, at our election, as described further below. The initial conversion rate is 101.8589 shares of our 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 our 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 our Class C Common Stock and the conversion rate on each such trading day;

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

•if we call 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, we may redeem for cash all or any part of the Convertible Senior Notes, at our option, if the last reported sale price of our 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 we provide 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 we undergo 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 us 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, we 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 our Class C Common Stock upon any conversion of Convertible Senior Notes and/or offset any cash payments we are 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 our Class C Common Stock, representing a premium of 75% above the last reported sale price of our 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, we 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 us a cash settlement amount in respect of the portion of capped call transactions being terminated. We 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, we had separated it into liability and equity components. We 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.

We 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 included in Part I of our Transition Report on Form 10-Q for the three months ended March 31, 2022 for more details.

3.250% Senior Notes

In June 2016, we issued $600.0 million aggregate principal amount of 3.250% senior unsecured notes due June 15, 2026 (the "Senior Notes"). The proceeds were used to pay down amounts outstanding under the revolving credit facility, at the time. Interest is payable semi-annually on June 15 and December 15 beginning December 15, 2016. Prior to March 15, 2026 (three months prior to the maturity date of the Notes), we may redeem some or all of the Senior Notes at any time or from time to time at a redemption price equal to the greater of 100% of the principal amount of the Senior Notes to be redeemed or a "make-whole" amount applicable to such Senior Notes as described in the indenture governing the Senior Notes, plus accrued and unpaid interest to, but excluding, the redemption date.

The indenture governing the Senior Notes contains covenants, including limitations that restrict our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness and enter into sale and

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leaseback transactions and our ability to consolidate, merge or transfer all or substantially all of our properties or assets to another person, in each case subject to material exceptions described in the indenture.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities. Our estimates are often based on complex judgments, probabilities and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Actual results could be significantly different from these estimates.

Refer to Note 2 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for Fiscal 2021, for a summary of our significant accounting policies and our assessment of recently issued accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes to our market risk since December 31, 2021. For a discussion of our exposure to market risk, refer to our Annual report on Form 10-K for Fiscal 2021.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

We have assessed the impact on changes to our internal controls over financial reporting, and conclude that there have been no changes in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), during the most recent fiscal quarter that have materially affected, or that are reasonably likely to materially affect our internal controls over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that a significant number of our employees have transitioned to a hybrid work environment. We continue to monitor and assess impacts of hybrid work on our control environment and control activities in order to minimize the impact on the design and operating effectiveness of our controls.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we have been involved in litigation and other proceedings, including matters related to commercial disputes and intellectual property, as well as trade, regulatory and other claims related to our business. See Note 9 to our Condensed Consolidated Financial Statements for information on certain legal proceedings, which is incorporated by reference herein.

ITEM 1A. RISK FACTORS

Our results of operations and financial condition could be adversely affected by numerous risks. In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for Fiscal 2021. These are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also negatively impact our business, financial condition, results of operations and future prospects.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer purchases of equity securities:

The following table sets forth the Company's repurchases of Class C Common Stock during the three months ended September 30, 2022 under the two-year $500 million share repurchase program authorized by our Board of Directors in February 2022.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximately Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
07/01/2022 to 07/31/2022	—	—		—	—
08/01/2022 to 08/31/2022 (1)	2,604,167	$	7.68	2,604,167	$	155.0
09/01/2022 to 09/30/2022 (1)	640,100	$	7.42	640,100	$	150.0

(1) Represents Class C Common Stock repurchased through accelerated share repurchase agreements. See Note 10 to our Condensed Consolidated Financial Statements for details.

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ITEM 6. EXHIBITS

Exhibit No.
10.01	Under Armour, Inc. Executive Change in Control Severance Plan*
10.02	Under Armour, Inc. Executive Severance Program*
10.03	Form of Separation Agreement between the Company and Stephanie Pugliese, including General Release.*
31.01	Section 302 Chief Executive Officer Certification.
31.02	Section 302 Chief Financial Officer Certification.
32.01	Section 906 Chief Executive Officer Certification.
32.02	Section 906 Chief Financial Officer Certification.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or a compensatory plan or arrangement required to be filed as an Exhibit pursuant to Item 6 of Form 10-Q.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

UNDER ARMOUR, INC.
By:	/s/ DAVID E. BERGMAN
	David E. Bergman
	Chief Financial Officer

Date: November 8, 2022

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EX-10.01

Exhibit 10.01

UNDER ARMOUR, INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

SECTION 1.

PURPOSE OF THE PLAN

The Human Capital and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Under Armour, Inc. (the “Company”) recognizes the importance of providing certain employees with severance pay and benefits in the event of a Qualifying Termination (as defined in Section 2).

Therefore, in order to fulfill the above purpose, the Executive Change in Control Severance Plan as set forth herein was adopted by the Committee to be effective as of November 3, 2022.

SECTION 2.

DEFINITIONS

Certain terms used herein have the definitions given to them in the first place in which they are used. As used herein, the following words and phrases shall have the following respective meanings:

2.1     “Affiliate” means any entity controlled by, controlling or under common control with the Company.

2.2     “Annual Base Salary” means the annual base salary paid or payable, including any base salary that is subject to deferral, to the Participant by the Company or any Affiliate at the rate in effect immediately prior to the Date of Termination.

2.3     “Annual Bonus” means Participant’s target annual bonus for the fiscal year which includes the Date of Termination; provided, however, that if the Committee has not, prior to the Date of Termination, approved the Participant’s target Annual Bonus for the fiscal year which includes the Date of Termination, then “Annual Bonus” shall mean the Participant’s target annual bonus for the fiscal year immediately preceding the fiscal year which includes the Date of Termination.

2.4    “Arbitration Rules” has the meaning set forth in Section 10.8.

2.5    “Benefit Continuation Period” means, for the Tier 1 Participant and Tier 2 Participants, a period of eighteen (18) months from the Date of Termination, and for Tier 3 Participants, a period of twelve (12) months from the Date of Termination.

2.6    “Cause” means the occurrence of any of the following: (a) Participant’s material misconduct or neglect in the performance of Participant’s duties; (b) Participant’s commission of any felony; offense punishable by imprisonment in a state or federal penitentiary; any offense, civil or criminal, involving material dishonesty, fraud, moral turpitude or immoral conduct; or any crime of sufficient import to potentially discredit or adversely affect the Company’s ability to conduct its business in the normal course; (c) Participant’s material breach of the Company’s

written Code of Conduct, as in effect from time to time; (d) Participant’s commission of any act that results in severe harm to the Company excluding any act taken by Participant in good faith that Participant reasonably believed was in the best interests of the Company; or (e) Participant’s material breach of any restrictive covenants agreement or any other agreement by and between Participant and the Company addressing confidentiality of Company information, non-competition with the Company and/or non-solicitation of the Company’s employees.

2.7    “CEO” means the Chief Executive Officer of the Company.

2.8    “Change in Control” means the first to occur of the following:

(a)    any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities, provided, however, that a Change in Control shall not be deemed to occur if an employee benefit plan (or a trust forming a part thereof) maintained by the Company or Kevin Plank (including Kevin Plank’s immediate family members), directly or indirectly, become the beneficial owner, of more than fifty percent (50%) of the then-outstanding voting securities of the Company after such acquisition;

(b)    a change in the composition of the Board occurring within a two-year period and as a result of which fewer than a majority of the Board are Incumbent Directors. For this purpose, “Incumbent Directors” shall mean (i) the directors of the Board as of the Effective Date, or (ii) the directors that are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company);

(c)    the consummation of a merger or consolidation of the Company with any other corporation or entity, other than a merger or consolidation which would result in (i) the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation in substantially the same proportion as prior to such merger or consolidation; or (ii) the directors of the Company immediately prior thereto continuing to represent at least fifty percent (50%) of the directors of the Company or such surviving entity immediately after such merger or consolidation; or

(d)    the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets.

2.9    “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.10    “Committee” means the Human Capital and Compensation Committee of the Board.

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2.11    “Company” means Under Armour, Inc. and any successor(s) thereto or, if applicable, the ultimate parent of any such successor.

2.12    “Date of Termination” means the effective date of Participant’s involuntary termination by the Company without Cause or Participant’s resignation for Good Reason. If the Participant’s employment is terminated by reason of death, the Date of Termination shall be the date of death of the Participant. If the Participant’s employment is terminated by reason of Disability, the Date of Termination shall be the Disability Effective Date (as defined below). Notwithstanding the foregoing, in no event shall the Date of Termination occur until the Participant experiences a “separation from service” within the meaning of Section 409A of the Code, and the date on which such separation from service takes place shall be the “Date of Termination.”

2.13    “Disability” means the Participant’s physical or mental incapacity which would entitle the Participant to benefits under the Company long-term disability plan, regardless of whether the Participant is actually enrolled in such plan, as in effect immediately prior to the Change in Control (the date of determination of Participant’s Disability, the “Disability Effective Date”).

2.14    “Effective Date” means November 3, 2022; provided, however, that in the case of any individual who would otherwise be a Participant under the Plan and is a party to a written change in control agreement with the Company or an Affiliate which provides severance benefits that precedes the Effective Date and which remains in effect on the Effective Date, then such individual shall become a Participant under this Plan on January 1, 2023.

2.15    “Good Reason” means the occurrence of any of the following events: (a) a material diminishment in the scope of Participant’s duties or responsibilities with the Company or its Affiliates; (b) a material reduction in Participant’s Annual Base Salary, Annual Bonus or a material reduction in the aggregate benefits or perquisites; (c) a requirement that Participant relocate more than fifty (50) miles from Participant’s primary place of business as of the date of a Change in Control, or a significant increase in required travel as part of Participant’s duties and responsibilities with the Company or its Affiliates; (d) a failure by any successor to the Company to assume this Plan; or (e) a material breach by the Company of any of the terms of this Plan. Notwithstanding the foregoing, Participant must provide the Company with written notice setting forth in reasonable detail the facts and circumstances that constitute Good Reason within ninety (90) days of its first occurrence, and the Company shall have thirty (30) days after receipt of such notice to cure any Good Reason. If the facts and circumstances constituting Good Reason still exist at the end of such thirty (30) day period, the Participant’s resignation for Good Reason shall become effective on the date that is five (5) business days after the expiration of such cure period.

2.16    “Participant” means any employee of the Company or its Affiliates with the job title of Chief Executive Officer; Executive Vice President; Managing Director, Europe, Middle-East, and Africa (EMEA); or Managing Director, Asia-Pacific (APAC). For the avoidance of doubt and notwithstanding any provision herein to the contrary, Kevin Plank shall not be eligible to participate in this Plan.

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2.17    “Plan” means this Under Armour, Inc. Executive Change in Control Severance Plan, as it may be amended from time to time.

2.18    “Qualifying Termination” means Participant’s involuntary termination by the Company without Cause or Participant’s resignation for Good Reason, in either case, occurring on or within the two (2) year period following the Change in Control or within three (3) months before but in connection with or in anticipation of a Change in Control, and subject to Participant’s execution and non-revocation (as applicable) of the confidentiality, non-competition, non-solicitation and/or general release of claims agreements in substantially the form provided by the Company to all similarly situated Participants within the sixty (60) day period following the Qualifying Termination (individually and/or collectively, as applicable, the “Releases”). Any Participant with a Date of Termination that occurs after the two (2) year period following a Change in Control shall be deemed to have not undergone a Qualifying Termination. Notwithstanding any provision herein to the contrary, a termination of the Participant’s employment by reason of death or Disability shall not be a Qualifying Termination.

2.19    “Severance Multiplier” means each of the following numbers: 2 for Tier 1 Participants, 1.5 for Tier 2 Participants, and 1 for Tier 3 Participants.

2.20    “Tier 1 Participant” means a Participant who is the CEO immediately prior to a Change in Control.

2.21    “Tier 2 Participant” means a Participant who is designated as an Executive Vice President immediately prior to a Change in Control.

2.22    “Tier 3 Participant” means a Participant who is designated as Managing Director, Europe, Middle East, and Africa (EMEA) or Managing Director, Asia-Pacific (APAC) immediately prior to a Change in Control.

SECTION 3.

SEVERANCE BENEFITS

3.1    Qualifying Termination. If a Participant experiences a Qualifying Termination, the Company shall pay or provide to the Participant the following payments and benefits at the time or times set forth below, subject to Section 9:

(a)    a lump sum payment in cash, subject to (other than in the case of the Accrued Obligations and Other Benefits) the Participant’s execution and non-revocation of the Releases, equal to the aggregate of the following amounts:

(i)    the sum of (A) the Participant’s Annual Base Salary through the Date of Termination, (B) any accrued and unpaid annual bonus earned by the Participant for the fiscal year prior to the fiscal year in which the Date of Termination occurs, and (C) any accrued and unused vacation pay or other paid time off in accordance with the Company’s policies then in effect, in each case, to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”), payable within five (5) days following the Date of Termination (or earlier if required by applicable laws); and

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(ii)    the product of (A) the sum of (1) Participant’s Annual Base Salary, as in effect immediately prior to the Date of Termination, and (2) Participant’s Annual Bonus, as in effect immediately prior to the Date of Termination, and (B) the Severance Multiplier; payable as soon as practicable following the date of the Qualifying Termination and in any event, no later than the sixtieth (60th) day following the Qualifying Termination provided, that if such sixty (60) day period begins in one calendar year and ends in a second calendar year, the payment will be made in the second calendar year.

(b)    Healthcare Benefits. If an election for continuation coverage under the group health plans of the Company and its Affiliates as described in Section 4980B of the Code (i.e., “COBRA” continuation benefits) is properly made, for the Benefit Continuation Period, the Company shall continue to provide to the Participant (and the Participant’s dependents who were covered by healthcare benefit coverage pursuant to a plan sponsored by the Company or an Affiliate as of immediately prior to the Date of Termination, if any (the “eligible dependents”)), without any requirement for the Participant (or the eligible dependents) to pay a monthly premium, healthcare benefit coverage (including medical, prescription, dental, vision, basic life, and employee assistance program coverage); provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive any of the types of healthcare benefits under another employer-provided plan, the Participant shall promptly notify the Company via electronic mail to Benefits@underarmour.com that the Participant has become eligible to receive healthcare benefits under another employer-provided plan and the Company shall no longer be obligated to pay the COBRA premium on behalf of the Participant or the Participant’s eligible dependent. For the avoidance of doubt, in such a case, the Participant (or eligible dependents) shall be permitted to continue the then remaining COBRA period (if any) at Participant’s sole cost and expense. Notwithstanding the foregoing, solely with respect to a Tier One Participant, in the event such Participant has completely exhausted coverage for his or her Benefit Continuation Period, then such Participant will receive a payment equal to one month’s COBRA premium beginning in the first month immediately following the end of such Benefit Continuation Period and which shall continue to be paid each month thereafter until the earlier of (i) the end of the six (6) month period following the end of the Benefit Continuation Period and (ii) the date that such Participant becomes reemployed with another employer and is eligible to receive any of the types of healthcare benefits under another employer-provided plan.

(c)    Other Benefits. To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Participant any other amounts or benefits required to be paid or provided under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

3.2    Death; Disability.

If the Participant’s employment is terminated by reason of the Participant’s death or Disability during the two-year period beginning on the date of a Change in Control, the Company shall provide the Participant’s estate or beneficiaries with the Accrued Obligations and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements and shall have no severance obligations under this Plan. The Accrued Obligations shall be paid to the Participant, or the Participant’s estate or beneficiary, as

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applicable, in a lump sum in cash within thirty (30) days after the Date of Termination (unless sooner required by applicable law).

3.3    Treatment of Equity Awards.

(a)    Any equity awards granted to Participant will be governed by the applicable plan or the applicable award agreement; provided, however, that if the applicable plan or the applicable award agreement does not specifically address the impact of a change in control, then unless otherwise expressly prohibited by the applicable plan or the applicable award agreement:

(i)    any equity awards (including restricted stock units and stock options) that vest solely due to Participant’s continuous service over time shall fully vest on the Date of Termination;

(ii)    any equity awards (including restricted stock units and stock options) that vest due to the achievement of one or more performance goals shall vest at the target level of performance on the Date of Termination.

(b)    For the avoidance of doubt, this Plan is not intended to amend or otherwise enlarge any rights with respect to any applicable equity plan or the applicable equity award agreement which specifically addresses the impact of a change in control.

SECTION 4.

GOLDEN PARACHUTE EXCISE TAX

4.1    In the event that the severance and other benefits provided for in this Plan or otherwise payable to a Participant (i) constitute “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the 280G Payments will be either:

(a)    delivered in full, or

(b)    delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so that no portion of such benefits are subject to the Excise Tax, reduction will occur in the following order: (i) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A of the Code as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A of the Code as deferred compensation and (B) employee benefits not subject to Section 409A of the Code; and (iv) a pro rata cancellation of (A) accelerated vesting equity awards that are subject to Section 409A as deferred compensation and

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(B) equity awards not subject to Section 409A of the Code. In the event that acceleration of vesting of equity awards is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of a Participant’s equity awards.

4.2    A nationally recognized professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”) will make any determination required under this Section 4. Such determinations will be made in writing by the Firm and any good faith determinations of the Firm will be conclusive and binding upon Participant and the Company. For purposes of making the calculations required by this Section 4, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Participant and the Company will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 4. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 4.

SECTION 5.

NONDUPLICATION; LEGAL FEES; NON-EXCLUSIVITY OF RIGHTS

5.1    Nonduplication.

The amount of the payment under Sections 3.1(a)(ii) and 3.1(b) of this Plan will be offset and reduced by the full amount and/or value of any severance benefits, compensation and benefits provided during any notice period, pay in lieu of notice, mandated termination indemnities, or similar benefits that the Participant may separately be entitled to receive from the Company or any Affiliate based on any employment agreement or other contractual obligation (whether individual or union/works council) or statutory scheme. If a Participant’s employment is terminated because of a plant shut-down or mass layoff or other event to which the Worker Adjustment and Retraining Notification Act of 1988 or similar state law (collectively, “WARN”) applies, then the amount of the severance payment under Sections 3.1(a)(ii) and 3.1(b) of this Plan to which the Participant is entitled shall be reduced, dollar for dollar, by the amount of any pay provided to the Participant in lieu of the notice required by WARN, and the Benefits Continuation Period shall be reduced for any period of benefits continuation or pay in lieu thereof provided to Participant due to the application of WARN.

5.2    Non-exclusivity of Rights.

Nothing in this Plan shall prevent or limit a Participant’s continuing or future participation in any plan, program, policy or practice provided by the Company or its Affiliates and for which the Participant may qualify, nor shall anything herein limit or otherwise affect such rights as a Participant may have under any other contract or agreement with the Company or any of its Affiliates. Amounts that are vested benefits or that a Participant and/or a Participant’s dependents are otherwise entitled to receive under any plan, policy, practice, program, agreement or arrangement of the Company or any of its Affiliates shall be payable in accordance with such plan, policy, practice, program, agreement or arrangement. Without limiting the generality of the foregoing, the Participant’s resignation under this Plan, with or without Good Reason, shall in no way affect the Participant’s ability to terminate employment by reason of the Participant’s “retirement” under, or to be eligible to receive benefits under, any

7

compensation and benefits plans, programs or arrangements of the Company or its Affiliates, including without limitation any retirement or pension plans or arrangements or substitute plans adopted by the Company, its Affiliates or their respective successors, and any termination which otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan.

SECTION 6.

AMENDMENT AND TERMINATION

The Plan may be terminated or amended in any respect by resolution adopted by the Committee; provided that, in connection with or in anticipation of a Change in Control, this Plan may not be terminated or amended in any manner that would adversely affect the rights or potential rights of Participants; provided, further, that following a Change in Control, this Plan shall continue in full force and effect and shall not terminate, expire or be amended until after all Participants who become entitled to any payments or benefits hereunder shall have received such payments and benefits in full pursuant to Section 3.

SECTION 7.

PLAN ADMINISTRATION

7.1    General.

The Committee is responsible for the general administration and management of this Plan (the Committee acting in such capacity, the “Plan Administrator”) and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply the provisions of this Plan and to determine all questions relating to eligibility for benefits under this Plan, to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate, and to make any findings of fact needed in the administration of this Plan. Following a Change in Control, the validity of any such interpretation, construction, decision, or finding of fact shall be given de novo review if challenged in court, by arbitration, or in any other forum, and such de novo standard shall apply notwithstanding the grant of full discretion hereunder to the Plan Administrator or characterization of any such decision by the Plan Administrator as final or binding on any party.

7.2    Not Subject to ERISA.

This Plan does not require an ongoing administrative scheme and, therefore, is intended to be a payroll practice which is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). However, if it is determined that this Plan is subject to ERISA, (i) it shall be considered to be an unfunded plan maintained by the Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (a “top-hat plan”), and (ii) it shall be administered in a manner which complies with the provisions of ERISA that are applicable to top-hat plans.

7.3    Indemnification.

To the extent permitted by law, the Company shall indemnify the Plan Administrator, whether the Committee or the Independent Committee, from all claims for

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liability, loss, or damage (including the payment of expenses in connection with defense against such claims) arising from any act or failure to act in connection with this Plan.

SECTION 8.

SUCCESSORS; ASSIGNMENT

8.1    Successors.

The Company shall require any corporation, entity, individual or other person who is the successor (whether direct or indirect by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all the business and/or assets of the Company to expressly assume and agree to perform, by a written agreement in form and in substance satisfactory to the Company, all of the obligations of the Company under this Plan. As used in this Plan, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Plan by operation of law, written agreement or otherwise.

8.2    Assignment of Rights.

It is a condition of this Plan, and all rights of each person eligible to receive benefits under this Plan shall be subject hereto, that no right or interest of any such person in this Plan shall be assignable or transferable in whole or in part, except by will or the laws of descent and distribution or other operation of law, including, but not by way of limitation, lawful execution, levy, garnishment, attachment, pledge, bankruptcy, alimony, child support or qualified domestic relations order.

SECTION 9.

SECTION 409A OF THE CODE

9.1    General.

The obligations under this Plan are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent possible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on a Participant pursuant to Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar or fiscal year of any payment under this Plan.

9.2    Reimbursements and In-Kind Benefits.

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Notwithstanding anything to the contrary in this Plan, all reimbursements and in-kind benefits provided under this Plan that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including without limitation, where applicable, the requirement that (a) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Participant’s remaining lifetime (or during a shorter period specified in this Plan); (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year; (c) the reimbursement of an eligible fees and expenses shall be made no later than the last day of the fiscal year following the year in which the applicable fees and expenses were incurred; and (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

9.3    Delay of Payments.

Notwithstanding any other provision of this Plan to the contrary, if a Participant is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any payment or benefit that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to be paid to such Participant under this Plan during the six-month period immediately following such Participant’s separation from service (as determined in accordance with Section 409A of the Code) on account of such Participant’s separation from service shall be accumulated and paid to such Participant with Interest (based on the rate in effect for the month in which the Participant’s separation from service occurs) on the first business day of the seventh month following the Participant’s separation from service (the “Delayed Payment Date”), to the extent necessary to avoid penalty taxes or accelerated taxation pursuant to Section 409A of the Code. If such Participant dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of his or her estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of such Participant’s death.

SECTION 10.

MISCELLANEOUS

10.1    Controlling Law.

This Plan shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Maryland to be applied. In furtherance of the foregoing, the internal laws of the State of Maryland will control the interpretation and construction of this Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

10.2    Withholding.

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The Company may withhold from any amount payable or benefit provided under this Plan such federal, state, local, foreign and other taxes as are required to be withheld pursuant to any applicable law or regulation.

10.3    Gender and Plurals.

Wherever used in this Plan document, words in the masculine gender shall include masculine or feminine gender, and, unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

10.4    Plan Controls.

In the event of any inconsistency between this Plan document and any other communication regarding this Plan, this Plan document controls. The captions in this Plan are not part of the provisions hereof and shall have no force or effect.

10.5    Not an Employment Contract.

Neither this Plan nor any action taken with respect to it shall confer upon any person the right to continued employment with the Company.

10.6    Notices.

(a)    Any notice required to be delivered to the Company by a Participant hereunder shall be properly delivered to the Company when personally delivered to, or actually received through the U.S. mail by:

Chief Legal Officer and Corporate Secretary

Under Armour, Inc., 1020 Hull Street

Baltimore, MD 21230

(b)    Any notice required to be delivered to the Participant by the Company hereunder shall be properly delivered to the Participant when the Company delivers such notice personally or by placing said notice in the U.S. mail registered or certified mail, return receipt requested, postage prepaid to that person’s last known address as reflected on the books and records of the Company.

10.7    Severability.

If any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of this Plan, and this Plan shall be construed and enforced as if such provision had not been included in this Plan.

10.8    Arbitration of Disputes.

(a)    Any disagreement, dispute, controversy or claim arising out of or relating to this Plan or the interpretation or validity hereof shall be settled exclusively and finally by arbitration. It is specifically understood and agreed that any such disagreement, dispute or

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controversy which cannot be resolved between the parties, including without limitation any matter relating to interpretation of this Plan, may be submitted to arbitration irrespective of the magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy would otherwise be considered justiciable or ripe for resolution by a court or arbitral tribunal.

(b)    The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”).

(c)    The arbitral tribunal shall consist of one arbitrator. The parties to the arbitration jointly shall directly appoint such arbitrator within thirty (30) days of initiation of the arbitration. If the parties shall fail to appoint such arbitrator as provided above, such arbitrator shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person who (a) maintains his principal place of business within thirty (30) miles of the City of Baltimore and (b) has substantial experience in executive compensation. The parties shall each pay an equal portion of the fees, if any, and expenses of such arbitrator.

(d)    The arbitration shall be conducted within thirty (30) miles of the City of Baltimore or in such other city in the United States of America as the parties to the dispute may designate by mutual written consent.

(e)    At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of any opposing party. No evidence of any witness shall be presented unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing or except under extraordinary circumstances where the interests of justice require a different procedure.

(f)    Any decision or award of the arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal. The parties hereto agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction.

(g)    Nothing herein contained shall be deemed to give the arbitral tribunal any authority, power, or right to alter, change, amend, modify, add to or subtract from any of the provisions of this Plan.

(h)    If any dispute is not resolved within sixty (60) days from the date of the commencement of an arbitration, then the Company shall, at its option, elect to pay Participant either (a) within five (5) days after the end of such sixty (60)-day period, the amount or amounts which would have been payable to Participant had there been no dispute, subject to reimbursement to the extent consistent with the final disposition of the dispute or (b) following final disposition of the dispute, the amount determined in such final disposition to have been payable, together with Interest from the date when such sums were originally payable to the date of actual payment. For purpose of this paragraph (viii) the term “Interest” means interest at a rate equal to the Company’s borrowing rate per annum, compounded monthly.

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(i)    Notwithstanding anything to the contrary in this Plan, the arbitration provisions set forth in this Section 10.8 shall be governed exclusively by the Federal Arbitration Act, Title 9, United States Code.

(j)    If the Participant prevails in the arbitration concerning any substantial matter of this Plan or the rights and duties of any party hereunder, in addition to such other relief as may be granted, the Company shall reimburse the Participant for the Participant’s reasonable attorneys’ fees incurred by reason of such arbitration to the extent the attorneys’ fees relate to such substantial matter, and any such reimbursement payments shall be made no later than March 15 of the year following the year in which such arbitration award is final.

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EX-10.02

Exhibit 10.02

Under Armour, Inc. Executive Severance Program

(Effective as of November 3, 2022)

1.ESTABLISHMENT AND PURPOSE

Under Armour, Inc. (the “Company”) hereby adopts the Under Armour, Inc. Executive Severance Program, effective November 3, 2022 (the “Plan”). The Plan is intended to benefit eligible employees of the Company and its participating affiliates listed in Exhibit A (collectively referred to as the “Employer”). The Plan is an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) for the benefit of a select group of management or highly compensated employees (as defined under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA); a severance pay plan within the meaning of United States Department of Labor Regulation Section 2510.3-2(b); and an involuntary separation pay plan under Treasury Regulation Section 1.409A-1(b)(9).

The purpose of the Plan is to provide an eligible employee with severance pay and benefits in the event his or her employment with an Employer is involuntarily terminated under circumstances entitling the employee to severance pay and benefits. This document serves as both the plan document and the summary plan description under ERISA.

2.    ELIGIBLE EMPLOYEES

Only an eligible employee shall participate in the Plan. You are an “eligible employee” if you:

(a)    are a full-time employee of the Employer who works and resides in the United States and, as of your Separation Date, are (i) actively at work, (ii) on short-term disability leave, (iii) on an authorized paid leave, or (iv) on leave under the Family and Medical Leave Act;

(b)    are classified at the Senior Vice President level and above—excluding Kevin Plank;

(c)    are involuntarily terminated without Cause (defined below) (including, but not limited to, an involuntary termination in connection with a job elimination; permanent shutdown of a store, division, department or work location; permanent reduction of the Employer’s workforce; or performance-related reasons including suitability for the position);

(d)    are notified in writing by the Plan Administrator that you are eligible to participate in the Plan;

(e)    are not a party to an employment or similar agreement or offer letter with the Employer that provides for severance or separation benefits, except as otherwise determined by the Plan Administrator;

(f)    perform all transition and other matters required of you by the Employer prior to the Separation Date (as defined below); and

(g)    return (and do not thereafter revoke, as applicable) a signed and dated original Separation Agreement and General Release (the “Release”) within the time period set forth in the Release (as described more fully in Section 4 below).

For purposes of the Plan, “Cause” means the occurrence of any of the following: (i) your material misconduct or neglect in the performance of your duties; (ii) your commission of any

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felony; offense punishable by imprisonment in a state or federal penitentiary; any offense, civil or criminal, involving material dishonesty, fraud, moral turpitude or immoral conduct; or any crime of sufficient import to potentially discredit or adversely affect the Employer’s ability to conduct its business in the normal course; (iii) your material breach of the Employer’s written Code of Conduct, as in effect from time to time; (iv) your commission of any act that results in severe harm to the Employer excluding any act taken by you in good faith that you reasonably believed was in the best interests of the Employer; or (v) your material breach of an Employee Confidentiality, Non-Competition and Non-Solicitation Agreement or any other agreement by and between you and any member of the Employer Group addressing confidentiality of Employer information, non-competition with the Employer and/or non-solicitation of the Employer Group’s employees.

In order to be eligible for severance pay and benefits under the Plan, you must terminate your employment on the date determined in the sole discretion of the Company (the “Separation Date”). The Company will communicate to you the Separation Date. To the extent you are on a protected leave of absence under federal or state law at the time you are notified of your involuntary termination by the Employer, your Separation Date will not take place until you return from protected leave. The Company reserves the right, in its sole discretion, to accelerate or delay the Separation Date, notwithstanding the fact that the Company may have previously communicated to you an earlier or later Separation Date.

3.    CONDITIONAL AND INELIGIBILITY

Even if you meet the criteria above, some circumstances would make you ineligible for severance pay and benefits under the Plan. You are ineligible for severance pay and benefits under the Plan if, as determined in the sole discretion of the Plan Administrator:

(a)    you cease to be an eligible employee, as defined above, before the date the Employer designates as your Separation Date;

(b)    you fail to remain employed through your Separation Date (e.g., you die, retire, quit, resign or otherwise abandon your job on or before your Separation Date), unless the Employer approves such earlier termination of employment;

(c)    the Employer terminates you for any reason other than a termination in connection with the Plan;

(d)    you are receiving long-term disability benefits;

(e)    you are offered a comparable position with the Employer or one of its subsidiaries or affiliates (the “Employer Group”) on or before your Separation Date, regardless of whether you accept the position;

(f)    in the case of a sale of all or a portion of the Employer, you are offered a comparable position by the purchaser (or an affiliate) of the business sold by the Employer, regardless of whether you accept the position;

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(g)    in the case of the loss or termination of a contract with a client, you are offered a position of comparable responsibility and pay by the contract successor;

(h)    you are a party to an employment or similar agreement or offer letter with the Employer that provides for severance or separation benefits, except as otherwise determined by the Plan Administrator;

(i)    you fail to satisfy any transition assistance requests of the Employer to the Employer’s satisfaction, such as locating files, preparing accounting records and/or repaying amounts you owe any vendor or contractor of the Employer; or

(j)    the Plan is terminated.

A position shall be considered “comparable” for purposes of this Plan based on criteria established by the Plan Administrator, in its sole discretion. If you are offered a non-comparable position with the Employer Group on or before your Separation Date, you must decide whether to accept such offer within seven (7) business days after the date you receive the offer letter. Otherwise, you will be deemed to have declined such offer and you will be eligible for severance pay and benefits described below; provided you otherwise meet the requirements of the Plan.

4.    SEPARATION AGREEMENT AND GENERAL RELEASE

In order to be eligible to receive the severance pay and benefits described below, you must sign, submit and not later revoke, as applicable, a Release to the Plan Administrator no earlier than your Separation Date. The Release will be provided and must be signed by you in a manner acceptable to the Company, including via Adobe Sign or other electronic signature software acceptable to the Company, in its sole and absolute discretion. You will have an established minimum period of time in which to consider the Release which will be set forth in the Release.

If you are age 40 or older, you may revoke the Release you submitted to the Plan Administrator within seven (7) calendar days of the date you signed the Release. Any such revocation must be in writing and sent by overnight mail or other courier delivery service so that it is by mail to the Plan Administrator, c/o Vice President, Deputy General Counsel, Litigation and Insurance, Under Armour, Inc., 1020 Hull Street, Baltimore, MD 21230. Any revocation received or postmarked after the seven (7) calendar day period will not be effective.

If you (i) do not sign the Release within the time period set forth in the Release; or (ii) as applicable, timely revoke your Release, you will still be terminated as of your Separation Date and will not be eligible to receive any severance pay and benefits.

You are advised to contact your personal attorney and/or tax professional, at your own expense, to review the Release.

5.    AMOUNT OF SEVERANCE PAY

As consideration for signing the Release, the Employer will pay you severance pay as follows:

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(a)    if you are the Chief Executive Officer, an amount equal to two times your annualized base salary as of the date you are notified that you are eligible under the Plan;

(b)    if you are an Executive Vice President or above (other than the Chief Executive Officer), an amount equal to 1.5 times your annualized base salary as of the date you are notified that you are eligible under the Plan; or

(c)    if you are a Senior Vice President, an amount equal to your annualized base salary as of the date you are notified that you are eligible under the Plan.

6.    SEVERANCE BENEFITS

As additional consideration for the Release, the Employer will provide the following severance benefits:

(a)    Prorated Bonus

You are eligible for a prorated bonus if you are employed through at least the first six months of the Employer’s fiscal year when you are notified that you are eligible under the Plan. The amount of the bonus is calculated based on actual performance for the full fiscal year, including a proportionate reduction if the bonus is not fully funded for the fiscal year, with an imputed evaluation score of “Meeting UA’s Expectations.” Your payment will then prorated by a fraction the numerator of which is the number of days you are employed during the fiscal year, and the denominator of which is the number of days in the fiscal year. The prorated bonus, if earned, is paid as and when corporate bonuses are paid to actively employed executives, but in all events during the calendar year that includes the end of the fiscal year for which the prorated bonus is earned. Notwithstanding the foregoing, the prorated bonus, if any, shall be subject to clawback by Employer to the extent required by applicable law or the policies of the Employer (including Section 37) as in effect from time to time.

(b)    Continuation of Health Care Coverage

Under federal law (referred to as “COBRA”), if you are a participant in the Company’s medical, dental and vision plans (collectively, the “health care plans”) on your Separation Date, you (and your eligible dependents) are entitled to elect continuation coverage under these programs.

Under COBRA, you are required to pay the full cost for such coverage, plus a two-percent (2%) administrative fee (“COBRA Premium”). However, if you and/or your eligible dependents timely elect to receive COBRA continuation coverage under the health care plans, the Employer will pay the COBRA Premium for the coverage level in effect as of your Separation Date. The Employer’s payment of your COBRA Premium will

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take effect as of the first day of the month following your Separation Date (i.e., when your active employee health care coverage ends and your COBRA continuation coverage begins, if elected) and will cease on the following date (the “Severance Period”):

(i)    if you are the Chief Executive Officer, on the last day of the 24th month thereafter;

(ii)    if you are an Executive Vice President or above (excluding the Chief Executive Officer), on the last day of the 18th month thereafter; or

(iii)    if you are a Senior Vice President, on the last day of the 12th month thereafter.

During the Severance Period, you will not be required to pay any share of the applicable COBRA Premium to receive COBRA continuation coverage under the health care plans. After the Severance Period, you will be required to pay the full applicable COBRA Premium for health care coverage to continue such coverage for the remainder of the COBRA period. Notwithstanding the foregoing, solely with respect to Chief Executive Officer, in the event Chief Executive Officer has completely exhausted coverage for his or her Severance Period, then Chief Executive Officer will receive a payment equal to one month’s COBRA Premium beginning in the first month immediately following the end of such Severance Period and which shall continue to be paid each month thereafter until the earlier of (x) the end of the six (6) month period following the end of the Severance Period and (y) the date that the Chief Executive Officer and/or his or her dependents become eligible for health care coverage under another group health plan at any time between the Chief Executive Officer’s Separation Date and the end of the Severance Period or are otherwise ineligible for COBRA.

If you and/or your eligible dependents become eligible for health care coverage under another group health plan at any time between your Separation Date and the end of the Severance Period or are otherwise ineligible for COBRA, you shall promptly notify the Employer’s Benefits Department via electronic mail to Benefits@underarmour.com, and the Employer shall no longer be obligated to pay the COBRA Premium on behalf of you and/or your eligible dependents. For the avoidance of doubt, in such a case, you (or your dependents) shall be permitted to continue the then remaining COBRA period (if any) at your sole cost and expense. All of the terms and conditions of the corresponding health care plans sponsored by the Company, as amended from time to time, will apply to you (and your eligible dependents) while receiving COBRA continuation coverage. All periods of Employer-paid COBRA coverage are counted toward the maximum continuation coverage period under COBRA.

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If Employer cannot offer you COBRA continuation coverage under the terms of the applicable benefit plans for all or part of the Severance Period, Employer shall provide insurance by purchasing a commercially reasonable individual policy that provides benefits that are reasonably comparable to the benefits provided by Employer on the day before the end of COBRA continuation coverage. If purchasing commercially reasonable health insurance is prohibited by law or subject to unfavorable tax treatment, then you shall purchase the policy, and Employer shall reimburse you if reimbursement is permitted or more favorable tax treatment.

(c)    Career Transition Support Services

The Employer will provide career transition support services by paying you a lump-sum payment that is added to your severance pay and paid according to Section 7.

(d)    No Substitute Payments

Except as set forth above, you may not receive cash or any other benefit in lieu of the available severance benefits described above.

7.    PAYMENT OF SEVERANCE PAY

Severance pay will be paid in a single lump sum payment as soon as practicable following your Separation Date, but only, as applicable, after the seven (7)-day revocation period for the signed Release has passed. The Employer reserves the right, however, in its sole discretion, to pay severance pay in equal installments in accordance with the Employer’s payroll practices.

In the event you have received your severance pay and you are reemployed by the Employer Group during a period of time in which you would have been receiving severance pay if paid to you in weekly installments, you will be required to repay the Employer that portion of the lump sum payment attributable to the period of time from the date your reemployment begins to the date you would have received the last installment of severance pay.

8.    TAX LIABILITY AND WITHHOLDING

You acknowledge and agree that you are solely and entirely responsible for the payment and discharge of all federal, state, and local taxes, if any, that may at any time be found to be due upon or as a result of any amount that is paid to you by the Employer under this Plan and you agree to indemnify and hold the Employer harmless should the Internal Revenue Service determine taxes are due as a result of any failure by you to pay taxes due, the exception being the Employer’s share for FICA and any other employer tax. All legally required taxes, deductions, withholding and any sums owing to the Employer shall be deducted from Plan payments and by participating in the Plan you hereby direct the Employer to do so.

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9.    RIGHT TO AMEND COVERAGE

The Company may, at any time and in any manner, amend its benefit plans, programs, policies and arrangements. While the Company presently intends to continue these coverages, it reserves the right to change, suspend or cancel all or part of these coverages at any time for any person including those in active service, disabled or retired, and to change such persons’ contributions.

10.    PAY AND OTHER BENEFITS

All pay and other benefits payable to you upon separation from employment will be provided, as applicable, in accordance with the terms and conditions of those established policies, plans and procedures. In addition, any benefit continuation or conversion rights which you have as of your Separation Date will be made available to you pursuant to the terms and conditions of those established policies, plans and procedures.

11.    EQUITY AWARDS

Any equity awards previously granted to you will be governed solely by the applicable plan or the applicable award agreement.

12.    INCLUDED INFORMATION

In certain situations, the Older Workers Benefit Protection Act entitles you to certain information about the involuntary termination program. If the law entitles you to this information, you will find attached to the Release an Exhibit containing a description of (i) any class, unit or group of individuals covered by the program, any eligibility factors for such program, and any time limits applicable to the program; (ii) the job titles and ages of individuals selected for termination and the offer of severance benefits; and (ii) the job titles and ages of individuals in the same job classification or organizational unit who are not selected for termination and the offer of severance benefits.

13.    PLAN ADMINISTRATION

The Human Capital and Compensation Committee of the Company (the “Human Capital and Compensation Committee”) will serve as the “Plan Administrator” of the Plan and the “named fiduciary” within the meaning of such terms as defined in ERISA. The Human Capital and Compensation Committee will serve as Plan Administrator for all matters concerning participants who are “executive officers” (as defined under United States Securities and Exchange Commission Regulation Section 240.3b-7), including the determination of whether a participant is an executive officer. The Human Capital and Compensation Committee hereby delegates to the Chief People and Administrative Officer of the Company (or her designee), the authority to administer the Plan for all matters concerning participants who are not executive officers, and to the extent that she duly exercises that authority, she (or her designee) will serve as “Plan Administrator.” The Plan Administrator has the discretionary authority to determine eligibility for the Plan and to construe the terms of the Plan, including the making of factual determinations. The decisions of the Plan Administrator are final and conclusive with respect to all questions concerning the administration of the Plan. The Plan Administrator may delegate, to other persons, responsibilities for performing certain duties of the Plan Administrator under the

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terms of the Plan and may seek such expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan; except that determinations concerning participants who are executive officers are reserved to the Human Capital and Compensation Committee. The Plan Administrator will be entitled to rely upon the information and advice furnished by such delegates and experts, unless actually knowing such information and advice to be inaccurate or unlawful.

14.    PROCEDURE FOR MAKING AND APPEALING CLAIMS FOR PLAN BENEFITS

If you believe that you are entitled to Plan benefits or you believe you are entitled to an additional benefit under the Plan, you may file a claim for benefits with the Plan Administrator. The Plan Administrator will either accept or deny the claim and will notify the claimant of its decision. If the claimant does not provide all the necessary information for the Plan Administrator to process your claim, the Plan Administrator may request additional information and set deadlines for the claimant to provide that information. Within ninety (90) days after receiving a claim, the Plan Administrator will:

(a)    either accept or deny the claim completely or partially; and

(b)    notify the claimant of acceptance or denial of his or her claim.

If the claim is completely or partially denied, the Plan Administrator will furnish a written notice to the claimant containing the following information:

(a)    specific reasons for the denial;

(b)    specific reference to the Plan provisions on which any denial is based;

(c)    a description of any additional material or information that must be provided by the claimant in order to support the claim;

(d)    an explanation of the Plan’s appeal procedures and time limits applicable to such procedures; and

(e)    a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following a denial of his or her appeal.

A claimant may appeal the denial of his or her claim and have the Plan Administrator reconsider the decision. The claimant or the claimant’s authorized representative has the right to:

(a)    request an appeal by written request to the Plan Administrator no later than sixty (60) days after receipt of notice from the Plan Administrator denying his or her claim;

(b)    upon request and free or charge, review or receive pertinent Plan documents, records or other information relevant to the claimant’s claim; and

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(c)    submit issues and comments regarding the claim in writing to the Plan Administrator.

In deciding the claimant’s appeal, the Plan Administrator will take into account all comments, documents, records and other information submitted by the claimant relating to the claim, regardless of whether such information was submitted or considered in the initial review of the claim. If the claimant does not provide all the necessary information for the Plan Administrator to process the appeal, the Plan Administrator may request additional information and set deadlines for the claimant to provide that information.

The Plan Administrator will make a decision within sixty (60) days after receiving a written request for an appeal. The claimant will be advised of the Plan Administrator’s decision on the appeal in writing. The notice will set forth (i) the specific reasons for the decision and references to the Plan provisions upon which the decision on the appeal is based; (ii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to his or her claim; and (iii) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following a denial of his or her appeal for benefits.

In no event will a claimant or any other person be entitled to challenge a decision of the Plan Administrator in court or in any other administrative proceeding unless and until the claim and appeal procedures described above have been complied with and exhausted. In no event may a claimant challenge the Plan Administrator’s decision upon appeal in any court or governmental proceeding after one-hundred eighty (180) days from the date of the Plan Administrator’s decision.

15.    NO ASSIGNMENT OF PLAN BENEFITS

Under no circumstances may the severance pay and benefits provided under the Plan be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien or charge, and any attempt to cause any such pay or benefits to be so subjected will not be recognized, except to such extent as may be required by law.

16.    AMENDMENT AND TERMINATION OF THE PLAN

The Plan may be amended in any respect or terminated in its entirety at any time, retroactively or otherwise. The Human Capital and Compensation Committee has the authority to amend, modify or terminate the severance pay and benefits provided under the Plan to “executive officers” (as defined under United States Securities and Exchange Commission Regulation Section 240.3b-7) at any time and for any reason. For participants who are not executive officers, the Chief Financial Officer of the Company has the authority to amend, modify or terminate the severance pay and benefits provided under the Plan. The Chief People and Administrative Officer may also amend the Plan if the amendment is of an administrative, ministerial or technical nature or necessary to comply with applicable law.

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17.    MISTAKE OF FACT/OVERPAYMENT

You will be required to return to the Employer any Plan severance payments or benefits, or portion thereof, made by a mistake of fact or law.

18.    INFORMATION TO BE FURNISHED

You must furnish to the Plan Administrator such documents, data or other information as the Plan Administrator considers necessary or desirable for the purpose of administering the Plan. The provisions of the Plan are on the condition that you will furnish full, true and complete documents, data or other information, and will promptly sign any document reasonably related to the administration of the Plan, as requested by the Plan Administrator.

19.    REPRESENTATIONS CONTRARY TO THE PLAN

No employee, officer, director or agent of an Employer has the authority to alter, vary or modify the terms of the Plan, except by means of an authorized written amendment to the Plan as set forth in Section16 above. No verbal or written representations contrary to the terms of the Plan and its written amendments will be binding upon any person or entity.

20.    NO EMPLOYEE RIGHTS

The Plan will not confer employment rights upon any person. No person will be entitled, by virtue of the Plan, to remain in the employ of an Employer and nothing in the Plan will restrict the right of an Employer to terminate the employment of any eligible employee.

21.    NO ADVERSE ACTION

Unless required to do so by court order or subpoena, in order to receive the severance pay and benefits offered under this Plan, you agree and acknowledge that you will not (i) voluntarily make statements, take action, or give testimony adverse or detrimental to the interests of the Employer; or (ii) aid or assist in any manner the efforts of any third party to sue or prosecute a claim against the Employer. Should you ever be required to give testimony concerning any matter related to your employment with the Employer, you must provide notice of such compulsory process to Vice President, Deputy General Counsel, Litigation and Insurance, Under Armour, Inc., 1020 Hull Street, Baltimore, MD 21230 within two (2) business days of its receipt so that the Employer may take appropriate measures to defend its interests.

Notwithstanding the foregoing, no provision in this Plan prevents you from filing a charge with, cooperating with, or providing information to any federal or state administrative or enforcement agency, including without limitation the United States Equal Employment Opportunity Commission (the “EEOC”) or any other government agency, and no provision in this Plan or in any other agreement between the Employer and you prohibits or restricts you (or your attorney) from responding to any inquiry by the Securities and Exchange Commission (“SEC”), the Department of Justice (“DOJ”), the Financial Industry Regulatory Authority (“FINRA”), any other self-regulatory organization or any governmental entity or law enforcement branch, agency, or entity (a “Governmental Entity”). Additionally, nothing herein or in any other agreement between the Employer and you is intended to impair your right to communicate,

10

cooperate, or file a complaint with any Governmental Entity with respect to possible violations of any federal, state, or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Further, nothing herein is intended to impair your right to receive an award from a Governmental Entity for information provided under any whistleblower or similar program. However, you understand and agree that, except where such rights may not be waived under applicable law, you are giving up all rights to receive and you shall not accept nor be entitled to receive, any money or other individual relief recovered by the EEOC on your behalf as a result of any charge with respect to any matter covered by this Plan, or in connection with any judgment, award, settlement, or other payment or other relief resulting from or related to any claim covered by this Plan.

22.    NON-DISPARAGEMENT

You agree that you will not disparage any of the Employer and its past, present and future parents, divisions, subsidiaries, and affiliates, predecessors, successors and assigns, and its and their past, present, and future officers, directors, members, partners, attorneys, employee benefit plans, employees, independent contractors, agents, clients, and representatives; and that you will not make or publish any communication that reflects adversely upon any of them.

23.    CONFIDENTIALITY

(a)    During your employment with an Employer, you may have had access to trade secrets, information regarding the Employer’s operations, product lines, costs, operational processes, strategic planning, financial data, marketing plans, sales forecasts, customers, suppliers, personnel and other confidential and proprietary information (hereinafter “Confidential Information”) with regard to the Employer’s business. Recognizing that the disclosure or improper use of such Confidential Information will cause serious and irreparable injury to the Employer, as an eligible employee with such access you acknowledge that you will not at any time, directly or indirectly, disclose Confidential Information to any third party or otherwise use such Confidential Information for your own benefit or the benefit of others.

(b)    Notwithstanding paragraph (a) immediately above, if you have signed and are currently party to a confidentiality agreement or any other agreement by and between you and the Employer addressing confidentiality of Employer information (“Confidentiality Agreement”), you will be subject to the obligations in such Confidentiality Agreement in lieu of the obligations described in paragraph (a) immediately above and you agree to remain bound by such Confidentiality Agreement. If applicable, a copy of your Confidentiality Agreement is attached hereto and incorporated herein by this reference.

(c)    Notwithstanding paragraphs (a) and (b) immediately above, under the federal Defend Trade Secrets Act, you shall not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and is made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

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24.    NON-COMPETITION AND NON-SOLICITATION

If you have signed and are currently party to a non-competition and non-solicitation agreement or any other agreement by and between you and the Employer addressing non-competition with the Employer and non-solicitation of the Employer’s employees (“Non-Competition Agreement”), you agree to remain bound by such agreement. If applicable, a copy of your Non-Competition Agreement is attached hereto and incorporated herein by this reference.

25.    LIMITATIONS RELATING TO DISCLOSURES

The provisions of this Plan relating to confidentiality and non-disparagement are not applicable to truthful testimony required by subpoena or other legal process compelling disclosure. In addition, nothing in this provision is intended to prevent the truthful disclosure of information where such disclosure is protected by applicable federal, state or local law. For employees who work in California, nothing in this Plan prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

26.    PLAN FUNDING

No employee will acquire by reason of the Plan any right in or title to any assets, funds or property of an Employer. All severance pay or benefits which become payable under the Plan are unfunded obligations of an Employer and will be paid from the general assets of the Employer. No employee, officer, director or agent of an Employer guarantees in any manner the payment of severance pay or benefits from the Plan.

27.    APPLICABLE LAW

The Plan will be governed by and construed in accordance with applicable federal laws and, to the extent not inconsistent with or preempted by such federal laws, the laws of the State of Maryland, determined without regard to the choice of law rules of any jurisdiction.

28.    SEVERABILITY

If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan will continue in full force and effect.

29.    PLAN YEAR

The plan year is the Employer’s fiscal year.

30.    RETURN OF EMPLOYER PROPERTY

You must return all Employer property (e.g., corporate credit cards, keys and access cards, identification cards, documents and records, laptop computers and related accessories, cell phones, smart phones, or other personal devices provided by the Employer, business equipment, home office equipment and confidential information) no later than your Separation Date to be

12

eligible to receive severance pay or benefits under the Plan. The Employer will have no obligation to provide severance pay or benefits to you unless the Plan Administrator is satisfied that you have returned to the Employer all Employer property you possess or control. Your access to the Employer’s property and facilities will end immediately upon your Separation Date.

31.    COOPERATION WITH THE EMPLOYER

As requested by the Employer, you agree to fully cooperate with the Employer and to provide information and/or testimony regarding any current or future litigation arising from actions or events occurring during your employment with the Employer.

32.    EXPENSES

You must submit all expenses, including receipts and other supporting documents, payable under the Company’s Global Travel and Entertainment Policy no later than thirty (30) days following your Separation Date.

33.    MAXIMUM PAYMENTS

Except as otherwise provided by the Employer in its sole discretion, the severance pay and benefits available under the Plan are the maximum payments available by the Employer in the event of involuntary termination of employment. To the extent that a federal, state or local law, including the Worker Adjustment and Retraining Notification Act (“WARN”), requires the Employer to give advance notice or make a payment to an eligible employee because of involuntary termination of employment, layoff, plant closing, sale of business or other similar event (collectively, “WARN Event”), the amount of such required payment shall coordinate with and reduce the severance pay and benefits otherwise payable under the Plan. If, however, severance pay and benefits are totally offset by any payment required for a WARN Event, the Employer, in its sole discretion, may pay you $1,000.00 in severance pay as consideration of the Release provided you execute and do not later revoke the Release.

34.    CODE SECTION 409A COMPLIANCE

It is the Company’s intent that amounts paid under this Plan shall not constitute “deferred compensation” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, as either short-term deferrals under Treas. Reg. Section 1.409A-1(b)(4) or an involuntary separation pay plan under Treas. Reg. Section 1.409A-1(b)(9).

35.    RIGHTS UNDER ERISA

As an eligible employee under the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that eligible employees under the Plan will be entitled to:

(a)    Examine without charge at the Plan Administrator’s office (and at other specified locations) all Plan documents and copies of all documents filed by the Plan Administrator with the U.S. Department of Labor, such as detailed annual reports and Plan descriptions.

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(b)    Obtain copies of all Plan documents and other Plan information upon written requests to the Plan Administrator. The Plan Administrator may charge a reasonable fee for the copies.

(c)    In addition to creating rights for eligible employees, ERISA imposes duties upon the people who are responsible for the operation of the Plan:

(d)    The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interests of eligible employees.

(e)    No one, including an Employer or any other person, may fire an eligible employee or otherwise discriminate against an eligible employee in any way to prevent him or her from obtaining a benefit or exercising his or her rights under ERISA.

(f)    If a claim for Plan benefits is denied, a written explanation of the reason for the denial must be provided. An eligible employee has the right to have the Plan Administrator review and reconsider his or her claim.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan Administrator and you do not receive them within thirty (30) days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and to pay you up to one-hundred and ten dollars ($110) per day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for pay or benefits from the Plan that is denied or ignored, you may file suit in a state or federal court. If it should happen that fiduciaries misuse the Plan’s assets, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor or you may file suit in federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for instance, if it finds your claim to be frivolous.

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. You may also obtain certain publications regarding your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

36.    NONDUPLICATION

Notwithstanding anything to the contrary in the foregoing, you shall not be entitled to any benefits under this Plan if you are receiving benefits under the Under Armour Executive Change in Control Plan.

37.    REPAYMENT AS A RESULT OF CERTAIN IMPROPER CONDUCT

Certain compensation payable under this Plan may be subject to the Company’s right of recovery as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection

14

Act or any other “clawback” provision required by applicable law or the listing standards of the New York Stock Exchange, or as may be adopted by Company from time to time. By participating in this Plan, you acknowledge and agree that nothing in this Plan limits the Company’s right of recovery under such applicable provisions.

38.    GENERAL INFORMATION

(a) Name of Plan:                Under Armour, Inc. Executive Severance Program

(b) Plan Sponsor:                Under Armour, Inc.

1020 Hull Street

Baltimore, MD 21230

(c) Plan Sponsor’s

Identification Number:            52-1990078

(d) Plan Administrator:            Human Capital and Compensation Committee of

the Board of Directors of Under Armour, Inc.

Attn: Chief People & Administrative Officer

1020 Hull Street

Baltimore, MD 21230

667-400-2008

(e) Agent for Service:                Under Armour, Inc.

Attn: Vice President, Deputy General Counsel,

Litigation and Insurance

1020 Hull Street

Baltimore, MD 21230        

410-454-6508

(f) Plan Year:                    Under Armour, Inc.’s Fiscal Year

Under Armour, Inc. hereby adopts this Plan, effective November 3, 2022, by execution of this document by Under Armour, Inc.’s duly authorized officer, this 3rd day of November, 2022.    

UNDER ARMOUR, INC.

/s/ David Bergman

David Bergman

Chief Financial Officer

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EXHIBIT A

LIST OF PARTICIPATING AFFILIATES

Under Armour, Inc.

Under Armour Retail, Inc.

EX-10.03

Exhibit 10.03

_______________, 2022

Via Electronic Delivery

Stephanie Pugliese

Re: Terms of Separation

Dear Stephanie:

This letter agreement (the “Separation Agreement”) confirms the agreement between you and Under Armour, Inc. (together with its affiliates, the “Company”), regarding your separation from service with the Company. Reference is made to that certain Employee Confidentiality, Non-Competition, and Non-Solicitation Agreement by and between you and the Company, dated May 26, 2022 (the “Confidentiality Agreement”).

1.Transition Period and Separation Date.

(a)    Transition Period. Effective at the close of business on October 24, 2022 (the “Transition Date”), you will cease serving as the Company’s President of the Americas and the Transition Date will be the last day on which you hold any other positions that you currently hold with the Company or any of the Company’s subsidiaries. During the period commencing on the Transition Date and ending on March 3, 2023 (the “Transition Period”), the Company will employ you as an advisor. In your position as an advisor, you will cooperate with your successor(s) to effectuate an orderly and professional transition of your duties to your successor(s) as identified by the Board and to provide other transition services as reasonably requested by the Company, and you will cooperate with and assist the Company with any organizational or internal communications regarding your transition. During the Transition Period, the Company will continue to pay you your base salary at the current rate, and you will continue to be entitled to all employee benefits for active employees to which you are currently entitled. Further, you will continue to vest into your Company equity awards during the Transition Period in accordance with their terms.

(b)    Separation from Employment. You hereby acknowledge and agree that, as of the last day of the Transition Period (your “Separation Date”), you will terminate from all officer, director, and employee positions at the Company and its subsidiaries. During the Transition Period and thereafter, you will remain bound by the covenants contained in the Confidentiality Agreement and all other agreements and Company policies to which you are currently subject in accordance with their terms. Notwithstanding anything to the contrary in the Company’s Third Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “2005 Plan”) or in any other plan or award agreement governing any stock options, restricted stock units, or other equity-based awards held by you (together with the Plan, the “Equity Award Documentation”), your Separation Date will be the last day of your Service (as defined in the 2005 Plan) for all purposes under the Equity Award Documentation, and you will not be entitled to any continued vesting in any of your equity-based awards following your Separation Date. Nothing herein restricts or prohibits the Company from terminating your employment at any time prior to the Separation Date with Cause (as defined in your Confidentiality Agreement), if Cause exists, and if the Company terminates you with Cause, you will not be entitled to any payments or benefits

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hereunder (including any consulting engagement described below), other than the Accrued Amounts (as defined below).

2.    Payments Upon Separation.

(a)    General. In connection with your termination, the Company is agreeing to provide you with a separation benefits package as detailed below, provided that (i) you sign this Separation Agreement, including the General Release attached as Exhibit A and the Reaffirmation Clause (as described below, which Reaffirmation Clause may not be signed prior to March 3, 2023), and return them to the Company by the deadlines specified herein, (ii) you do not revoke your acceptance of the General Release or the Reaffirmation Clause, and (iii) you comply with the terms of this Separation Agreement and satisfactorily perform your duties as an advisor through the full Transition Period. You understand and agree that the Separation Benefits described below, to which you are not otherwise entitled, are adequate legal consideration for the promises and representations made by you in this Separation Agreement.

(b)    Separation Benefits. The Company will pay or provide you with the following separation benefits (collectively, the “Separation Benefits”): (i) an aggregate cash separation benefit equal to one and a half times the sum of ($749,999.9) your current base salary plus your target annual cash incentive award (at the current target of 75% of your current base salary), (ii) a cash amount equal to $35,959 intended to reimburse you for 18 times the current monthly premium cost for COBRA continuation coverage under the Company’s health insurance plans (based on your coverage elections as in effect on the Separation Date) as well as potential outplacement services. The Separation Benefits described in clauses (i) - (ii) above will be paid by the Company in a lump sum with the Company’s first regular payroll that is at least eight days after you deliver to the Company the signed Reaffirmation Clause, and the Separation Benefits described in clause (ii) above will be provided by the Company in the form of a direct payment to the tax preparer upon receipt of an invoice for services. In addition, without regard to whether you sign this Separation Agreement or the General Release, you will remain entitled to receive or retain, as applicable, (i) any earned but unpaid base salary and accrued vacation through the Separation Date, payable in accordance with the Company’s payroll practices and applicable law, (ii) any vested account balance under the Company’s 401(k) plan, payable in accordance with the terms of that plan, (iii) your accrued but unused paid time off in accordance with the Company’s paid time off policies, and (iv) any unreimbursed business expenses incurred by you through the Separation Date in accordance with the Company’s business expense reimbursement policies (the “Accrued Amounts”).

For the avoidance of doubt, the amounts set forth in this Separation Agreement and the Consulting Agreement, if any, are the sole and exclusive amounts payable to you in connection with your termination of employment with the Company, and you are not entitled to receive any additional separation benefits under any plan, program, agreement, or arrangement, including without limitation, the Confidentiality Agreement or any executive severance policy as currently in effect or in effect as of your Separation Date.

(c)    Restrictive Covenants. By signing this Separation Agreement and the General Release, you acknowledge and reaffirm your understanding of, and agreement to comply with, all of your post-employment obligations set forth in the Confidentiality Agreement, in accordance with their terms. In addition, you agree not to make any statement that is intended to

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become public, or that should reasonably be expected to become public, that criticizes, ridicules, disparages, or is otherwise derogatory of the Company or any of its affiliates or related parties, including any individuals known to you to be current or former employees, officers, or directors. The Company agrees that it will not, and will instruct its executive officers and directors to not, make or issue any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages, or is otherwise derogatory of you. The foregoing does not prohibit you, the Company, or any of its officers or directors from making any statements as compelled by legal process or to protect your, its, or their legal rights (including under this Separation Agreement) or any statements required to be made to a governmental authority, nor does the foregoing prohibit any of the Company’s officers or directors from making any statements as may be required in the exercise of their fiduciary duties to the Company and its shareholders.

Notwithstanding anything in this Separation Agreement to the contrary, you will not be entitled to receive any of the unpaid Separation Benefits, and the Company will not be required to enter into the Consulting Agreement, if any, if (i) you breach the terms of the Confidentiality Agreement or this Separation Agreement (including the General Release), (ii) you fail to sign and return the signed Separation Agreement to the Company by the deadline below, including the General Release attached as Exhibit A and the Reaffirmation Clause, or (iii) you revoke your acceptance of this Separation Agreement, the General Release, or the Reaffirmation Clause.

3.    No Admission. Nothing contained in this Separation Agreement will constitute or be treated as an admission by you or the Company or any of its affiliates or related parties of any liability, wrongdoing, or violation of law.

4.    Reaffirmation. You agree to sign the Reaffirmation Clause below on the last day of the Advisory Period in order to extend and reaffirm the promises made by you in this Separation Agreement through March 3, 2023, including but not limited to the General Release.

5.    Enforcement. If you breach any of the terms of the Separation Agreement, the Company may immediately cease providing the Separation Benefits described above, to the extent that those payments and benefits have not yet been provided, to the fullest extent permitted by law. This will in no way limit the Company’s rights to pursue all legal and equitable remedies available to it as a result of your breach of the Separation Agreement.

6.    Severability. If any term of this Separation Agreement is held to be invalid, void, or unenforceable, the remainder of this Separation Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.

7.    Taxes. The parties agree that all payments and benefits under this Separation Agreement are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Separation Agreement will be interpreted and administered to be in compliance with or exempt from Section 409A. Each separately identified amount to be paid or benefit to be provided to you pursuant to this Separation Agreement, including each amount designated as having a different payment date from the other amounts, will be construed as a separate payment for purposes of Section 409A.

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8.    Transfer of Rights. You agree you have not assigned or transferred to another any released matter or any right to any of the consideration provided by Company set forth in this Separation Agreement.

9.    Governing Law; Consent to Jurisdiction; Service of Process. The formation, construction, and interpretation of this Separation Agreement and the General Release, including but not limited to its enforceability, shall at all times and in all respects be governed by the laws of the State of Maryland, without reference to its conflict-of-law rules. The Company has the right to enforce this Separation Agreement and General Release or pursue claims relating to it in any forum having jurisdiction. Any legal action that you initiate against the Company that relates in any way to this Separation Agreement and General Release, including, without limitation, for a declaratory judgment, will be brought exclusively in the state courts of Maryland. If the Company elects to sue in Maryland for any claim relating in any way to this Separation Agreement and General Release, you agree to waive any defense of lack of personal jurisdiction, inconvenient jurisdiction, or improper venue. Each party further agrees that service of any process, summons, notice, or document pursuant to Section 10 is effective service of process in any action, suit, or proceeding in Maryland with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence.

10.    MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES HERETO WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RELATED OR INCIDENTAL TO THIS SEPARATION AGREEMENT AND GENERAL RELEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

11.    Execution. This Separation Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.

12.    Cooperation with the Company. As reasonably requested by the Company following the date hereof, you agree to cooperate fully with the Company and the Board and to provide information and testimony regarding any current or future actual or threatened litigation, claim, investigation, inquiry, dispute, controversy, or proceeding arising from actions or events occurring during your employment or consultancy with the Company. In connection therewith, the Company agrees to use its reasonable best efforts to assure that any request for such cooperation will not unduly interfere with your other material business and personal obligations and commitments. The Company agrees to reimburse you for any reasonable out-of-pocket

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expenses that you may incur when providing such information or testimony, in each case subject to advance written approval of the Board.

13.    Complete Agreement. This Separation Agreement, including the General Release attached as Exhibit A and the agreements referenced herein and therein, are the complete agreement regarding your advising and separation benefits. On the effective date of the General Release, this Separation Agreement will become a legally binding contract, and will supersede all prior discussions, promises, and negotiations on the subject. For the avoidance of doubt, following the Separation Date, you will not be entitled to receive any payments or benefits from the Company, whether in respect of your services to the Company or otherwise prior to or following the date hereof, other than the Accrued Amounts and the Separation Benefits. This Separation Agreement can be modified or amended only by a subsequent written agreement signed by you and an authorized officer of the Company.

Stephanie, thank you for your contributions to the Company. We all wish you the very best in your future professional endeavors.

[Signature Page Follows]

Best regards,

____________________________

Mehri Shadman

EVP, Chief Legal Officer & Corporate Secretary

ACKNOWLEDGED AND AGREED:

___________________________

Stephanie Pugliese

EXHIBIT A

GENERAL RELEASE

FOR AND IN CONSIDERATION OF the separation pay and benefits to be provided to me in the Separation Agreement to which this General Release is attached as Exhibit A (other than the Accrued Amounts), payment of which is conditioned on my signing this General Release and to which I am not otherwise entitled, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge the Company and its current and past parents, subsidiaries, and other affiliates and all of their respective past, present, and future officers, directors, trustees, equity holders, employees, agents, employee benefit plans, general and limited partners, members, managers, investors, joint venturers, representatives, successors and assigns, and all others connected with any of them, both individually and in their official capacities (collectively, the “Released Parties”), to the extent provided below (the “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined will have the meanings given to them in the Separation Agreement.

1.    I understand that any payments or benefits paid or granted to me under the Separation Agreement (other than the Accrued Amounts) represent, in part, consideration for signing this General Release and are not salary, wages, or benefits to which I was already entitled. I understand and agree that I will not receive any payments or benefits specified in the Separation Agreement (other than the Accrued Amounts) unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy, or arrangement maintained or hereafter established by the Company or its affiliates, unless otherwise expressly provided therein.

2.    I knowingly and voluntarily (for myself and my heirs, executors, administrators, and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (arising through the date on which this General Release is executed by me) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties that I, my spouse, or any of my heirs, executors, administrators, or assigns may have (including, without limitation, any allegation, claim or violation, arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title 20 of the Maryland Code, and/or the fair employment practices statute of the state or states in which I was previously employed by the Company or otherwise had a relationship with the Company or any of its subsidiaries or other affiliates, each as amended from time to time (all of the foregoing collectively referred to herein as the “Claims”)). This General Release will not apply to (a) any claim that arises after I sign this General Release, (b) any rights to indemnification or coverage under any officer or director policy that I may have, (c) any claim that may not be waived

pursuant to applicable law, or (d) my rights to the Accrued Amounts and the Separation Benefits under the Separation Agreement.

3.    I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4.    I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 that arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement will not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). Nothing in this General Release prevents me from filing a charge with, cooperating with, or providing information to any federal or state administrative or enforcement agency, including without limitation the United States Equal Employment Opportunity Commission (“EEOC”) or any other government agency. I understand, however, that, except where such rights may not be waived under applicable law, I am giving up all rights to receive money or other individual relief recovered by the EEOC on my behalf as a result of any charge with respect to any matter covered by this General Release, or in connection with any judgment, award, settlement, or other payment or other relief resulting from or related to any Claim covered by this General Release.

5.    I agree that I hereby waive all rights to sue or obtain equitable, remedial, or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such right.

6.    By signing this General Release, I acknowledge and intend that it will be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release will be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected, and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to provide me with certain payments under the terms of the Separation Agreement. I further agree that if I should bring a Claim seeking damages against the Company, or if I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release will serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7.    I acknowledge that any payments paid or granted to me under the Separation Agreement in connection with this General Release and my obligations under this General Release are in addition to anything of value to which I am entitled from the Company. I agree that receipt of any consideration and all payments under the Separation Agreement are contingent on my full compliance with its terms and conditions, including this General Release. Should I breach any provision of the Separation Agreement or this General Release, including

but not limited to filing a lawsuit based upon any Claim covered by this General Release, I will immediately return to the Company any payment received and the Company shall no longer be obligated to pay me any payment or benefit otherwise due (other than the Accrued Amounts).

8.    I agree that neither this General Release, nor the furnishing of the consideration for this General Release, will be deemed or construed at any time to be an admission by the Company, any Released Party, or myself of any improper or unlawful conduct.

9.    I agree that if I violate this General Release by suing the Company or the other Released Parties with regard to the Claims (except for those claims excluded from the General Release as expressly provided herein), I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

10.    No non-disclosure provision in this General Release or in any other agreement between the Company and me prohibits or restricts me (or my attorney) from responding to any inquiry by the Securities and Exchange Commission (SEC), the Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity or law enforcement branch, agency, or entity (a “Governmental Entity”). Additionally, nothing herein or in any other agreement between the Company and me is intended to impair my right to communicate, cooperate, or file a complaint with any Governmental Entity with respect to possible violations of any federal, state, or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Nothing herein is intended to impair my right to receive an award from a Governmental Entity for information provided under any whistleblower or similar program.

11.    I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to, or different from, those that I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and that, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

12.    This General Release, together with the Separation Agreement, constitutes the complete agreement between myself and the Company in respect of the subject matter hereof and supersedes all prior agreements between myself and the Company in respect of the subject matter hereof except to the extent set forth herein. For the avoidance of doubt, however, nothing in this General Release will constitute an amendment to or waiver of any Released Party’s right to enforce any obligations that survive a termination of my employment, including without limitation, any non-competition covenant, non-solicitation covenant, and any other restrictive covenants, in each case, to the extent applicable.

13.    Whenever possible, each provision of this General Release will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this General Release will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

14.    I EXPRESSLY WAIVE ALL RIGHTS AFFORDED BY ANY STATUTE THAT LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1.    I HAVE READ IT CAREFULLY;

2.    I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3.    I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4.    I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5.    I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS GENERAL RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS GENERAL RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

6.    I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT AND THAT THIS GENERAL RELEASE WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7.    I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8.    I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED, OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

* * * * *

* * * * *

I agree to the terms of this Separation Agreement and General Release, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Separation Agreement and General Release, and have had the opportunity to review this by counsel of my own choosing or decline to do so. I understand that I cannot pursue any of the claims and rights that I have waived in this Separation Agreement at any time in the future.

Date:

Stephanie Pugliese

Reaffirmation Clause

(Sign within 21 days following March 3, 2023)

By signing below, I am extending and reaffirming the promises and agreements of each of the paragraphs in the Separation Agreement and General Release through March 3, 2023.

Date:

Stephanie Pugliese

EX-31.01

Exhibit 31.01

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Colin Browne, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 08, 2022

/s/ COLIN BROWNE

Colin Browne

Interim President and Chief Executive Officer Principal Executive Officer

EX-31.02

Exhibit 31.02

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David E. Bergman, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 08, 2022

/s/ DAVID E. BERGMAN

David E. Bergman

Chief Financial Officer Principal Financial Officer

EX-32.01

Exhibit 32.01

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Under Armour, Inc. (the “Company”) hereby certifies, to such officer's knowledge, that:

(i) the quarterly report on Form 10-Q of the Company for the period ended September 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 08, 2022

/s/ COLIN BROWNE

Colin Browne

Interim President and Chief Executive Officer Principal Executive Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Under Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.02

Exhibit 32.02

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Under Armour, Inc. (the “Company”) hereby certifies, to such officer's knowledge, that:

(i) the quarterly report on Form 10-Q of the Company for the period ended September 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 08, 2022

/s/ DAVID E. BERGMAN

David E. Bergman

Chief Financial Officer Principal Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Under Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	6 Months Ended
	Sep. 30, 2022	Oct. 31, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-33202
Entity Registrant Name	UNDER ARMOUR, INC.
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	52-1990078
Entity Address, Address Line One	1020 Hull Street
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21230
City Area Code	410
Local Phone Number	468-2512
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001336917
Current Fiscal Year End Date	--03-31
Class A Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	UAA
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		188,688,981
Class C Common Stock
Document Information [Line Items]
Title of 12(b) Security	Class C Common Stock
Trading Symbol	UA
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		229,097,558
Class B Convertible Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		34,450,000

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Current assets
Cash and cash equivalents	$ 853,652	$ 1,009,139
Accounts receivable, net	789,087	702,197
Inventories	1,080,420	824,455
Prepaid expenses and other current assets, net	356,244	297,034
Total current assets	3,079,403	2,832,825
Property and equipment, net	636,746	601,365
Operating lease right-of-use assets	471,894	420,397
Goodwill	468,332	491,508
Intangible assets, net	9,291	10,580
Deferred income taxes	18,528	20,141
Other long-term assets	85,877	76,016
Total assets	4,770,071	4,452,832
Current liabilities
Accounts payable	747,330	560,331
Accrued expenses	353,435	317,963
Customer refund liabilities	155,021	159,628
Operating lease liabilities	132,184	134,833
Other current liabilities	85,294	125,840
Total current liabilities	1,473,264	1,298,595
Long term debt, net of current maturities	673,382	672,286
Operating lease liabilities, non-current	705,027	668,983
Other long-term liabilities	102,065	84,014
Total liabilities	2,953,738	2,723,878
Stockholders’ equity
Additional paid-in capital	1,118,093	1,046,961
Retained earnings	716,325	721,926
Accumulated other comprehensive income (loss)	(18,235)	(40,086)
Total stockholders' equity	1,816,333	1,728,954
Total liabilities and stockholders' equity	4,770,071	4,452,832
Class A Common Stock
Stockholders’ equity
Common stock	63	63
Class B Convertible Common Stock
Stockholders’ equity
Common stock	11	11
Class C Common Stock
Stockholders’ equity
Common stock	$ 76	$ 79

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Mar. 31, 2022
Class A Common Stock
Commons stock, par value (USD per share)	$ 0.0003	$ 0.0003
Common stock, authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	188,688,514	188,668,560
Common stock, shares outstanding (in shares)	188,688,514	188,668,560
Class B Convertible Common Stock
Commons stock, par value (USD per share)	$ 0.0003	$ 0.0003
Common stock, authorized (in shares)	34,450,000	34,450,000
Common stock, shares issued (in shares)	34,450,000	34,450,000
Common stock, shares outstanding (in shares)	34,450,000	34,450,000
Class C Common Stock
Commons stock, par value (USD per share)	$ 0.0003	$ 0.0003
Common stock, authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	229,011,850	238,472,217
Common stock, shares outstanding (in shares)	229,011,850	238,472,217

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Net revenues	$ 1,573,885	$ 1,545,532	$ 2,922,942	$ 2,897,066
Cost of goods sold	860,051	757,428	1,578,911	1,440,141
Gross profit	713,834	788,104	1,344,031	1,456,925
Selling, general and administrative expenses	594,424	599,384	1,190,138	1,144,387
Restructuring and impairment charges	0	16,656	0	19,269
Income (loss) from operations	119,410	172,064	153,893	293,269
Interest income (expense), net	(3,555)	(9,261)	(9,560)	(22,568)
Other income (expense), net	(5,771)	(29,476)	(20,012)	(67,970)
Income (loss) before income taxes	110,084	133,327	124,321	202,731
Income tax expense (benefit)	22,251	18,962	27,908	28,989
Income (loss) from equity method investments	(908)	(921)	(1,806)	(1,091)
Net income (loss)	$ 86,925	$ 113,444	$ 94,607	$ 172,651
Basic net income (loss) per share of Class A, B and C common stock (in dollars per share)	$ 0.19	$ 0.24	$ 0.21	$ 0.37
Diluted net income (loss) per share of Class A, B and C common stock (in dollars per share)	$ 0.19	$ 0.24	$ 0.20	$ 0.37
Weighted average common shares outstanding Class A, B and C common stock
Basic (in shares)	454,322	470,002	456,357	464,831
Diluted (in shares)	464,141	473,116	466,143	467,730

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 86,925	$ 113,444	$ 94,607	$ 172,651
Other comprehensive income (loss):
Foreign currency translation adjustment	(16,974)	(7,499)	(40,499)	(421)
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $(10,907) and $(4,900) for the three months ended September 30, 2022 and 2021, respectively, and $(20,086) and $(4,194) for the six months ended September 30, 2022 and 2021, respectively.	49,412	15,468	91,894	11,723
Gain (loss) on intra-entity foreign currency transactions	(16,010)	(2,295)	(29,544)	353
Total other comprehensive income (loss)	16,428	5,674	21,851	11,655
Comprehensive income (loss)	$ 103,353	$ 119,118	$ 116,458	$ 184,306

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Cash flow hedge, tax benefit (expense)	$ (10,907)	$ (4,900)	$ (20,086)	$ (4,194)

XML

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Class C Common Stock	Common Stock Class A Common Stock	Common Stock Class B Convertible Common Stock	Common Stock Class C Common Stock	Additional Paid-in-Capital	Retained Earnings	Retained Earnings Class C Common Stock	Accumulated Other Comprehensive Income (Loss)
Beginning balance (shares) at Mar. 31, 2021			188,622,000	34,450,000	233,935,000
Beginning balance at Mar. 31, 2021	$ 1,770,199		$ 62	$ 11	$ 78	$ 1,072,401	$ 747,231		$ (49,584)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (shares)			3,000		4,000
Exercise of stock options	17					17
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements (shares)					(63,000)
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	(1,218)						(1,218)
Issuance of common stock, net of forfeitures (shares)			20,000		19,116,000
Issuance of Class C Common Stock, net of forfeitures	1	$ 1,864	$ 1		$ 6	1,858
Stock-based compensation expense	22,580					22,580
Comprehensive income (loss)	184,306						172,651		11,655
Ending balance (shares) at Sep. 30, 2021			188,645,000	34,450,000	252,992,000
Ending balance at Sep. 30, 2021	1,977,749		$ 63	$ 11	$ 84	1,096,856	918,664		(37,929)
Beginning balance (shares) at Jun. 30, 2021			188,625,000	34,450,000	245,144,000
Beginning balance at Jun. 30, 2021	1,846,710		$ 63	$ 11	$ 81	1,084,018	806,140		(43,603)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements (shares)					(52,000)
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	(920)						(920)
Issuance of common stock, net of forfeitures (shares)			20,000		7,900,000
Issuance of Class C Common Stock, net of forfeitures	0	$ 1,793			$ 3	1,790
Stock-based compensation expense	11,048					11,048
Comprehensive income (loss)	119,118						113,444		5,674
Ending balance (shares) at Sep. 30, 2021			188,645,000	34,450,000	252,992,000
Ending balance at Sep. 30, 2021	1,977,749		$ 63	$ 11	$ 84	1,096,856	918,664		(37,929)
Beginning balance (shares) at Mar. 31, 2022			188,669,000	34,450,000	238,472,000
Beginning balance at Mar. 31, 2022	$ 1,728,954		$ 63	$ 11	$ 79	1,046,961	721,926		(40,086)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (shares)	0
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	$ (802)						(802)
Class C Common Stock repurchased (shares)		(9,900,000)			(9,913,000)
Class C Common Stock repurchased	(50,000)				$ (3)	49,409	(99,406)	$ (99,400)
Issuance of common stock, net of forfeitures (shares)			20,000		453,000
Issuance of Class C Common Stock, net of forfeitures	0	$ 2,015				2,015
Stock-based compensation expense	19,708					19,708
Comprehensive income (loss)	116,458						94,607		21,851
Ending balance (shares) at Sep. 30, 2022			188,689,000	34,450,000	229,012,000
Ending balance at Sep. 30, 2022	1,816,333		$ 63	$ 11	$ 76	1,118,093	716,325		(18,235)
Beginning balance (shares) at Jun. 30, 2022			188,669,000	34,450,000	232,026,000
Beginning balance at Jun. 30, 2022	1,729,075		$ 63	$ 11	$ 77	1,108,988	654,599		(34,663)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	(450)						(450)
Class C Common Stock repurchased (shares)		(3,200,000)			(3,244,000)
Class C Common Stock repurchased	(25,000)				$ (1)	(250)	(24,749)	$ (24,700)
Issuance of common stock, net of forfeitures (shares)			20,000		230,000
Issuance of Class C Common Stock, net of forfeitures		$ 1,022				1,022
Stock-based compensation expense	8,333					8,333
Comprehensive income (loss)	103,353						86,925		16,428
Ending balance (shares) at Sep. 30, 2022			188,689,000	34,450,000	229,012,000
Ending balance at Sep. 30, 2022	$ 1,816,333		$ 63	$ 11	$ 76	$ 1,118,093	$ 716,325		$ (18,235)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net income (loss)	$ 94,607	$ 172,651
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization	68,007	72,335
Unrealized foreign currency exchange rate (gain) loss	16,338	(2,349)
Loss on extinguishment of senior convertible notes	0	58,526
Loss on disposal of property and equipment	1,074	2,049
Non-cash restructuring and impairment charges	0	6,302
Amortization of bond premium and debt issuance costs	1,096	14,629
Stock-based compensation	19,708	22,581
Deferred income taxes	(2,021)	(23,405)
Changes in reserves and allowances	4,452	(9,953)
Changes in operating assets and liabilities:
Accounts receivable	(90,331)	(29,586)
Inventories	(266,824)	14,956
Prepaid expenses and other assets	(15,486)	(26,033)
Other non-current assets	(36,932)	32,712
Accounts payable	167,149	43,179
Accrued expenses and other liabilities	19,034	(1,432)
Customer refund liability	(5,475)	(18,123)
Income taxes payable and receivable	23,105	31,417
Net cash provided by (used in) operating activities	(2,499)	360,456
Cash flows from investing activities
Purchases of property and equipment	(93,864)	(49,195)
Sale of property and equipment	0	852
Earn-out from the sale of MyFitnessPal platform	35,000	0
Net cash provided by (used in) investing activities	(58,864)	(48,343)
Cash flows from financing activities
Payments on long-term debt and revolving credit facility	0	(506,280)
Proceeds from capped call	0	91,722
Common Shares repurchased	(50,000)	0
Employee taxes paid for shares withheld for income taxes	(803)	(1,322)
Proceeds from exercise of stock options and other stock issuances	2,015	1,881
Net cash provided by (used in) financing activities	(48,788)	(413,999)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(43,962)	8,608
Net increase (decrease) in cash, cash equivalents and restricted cash	(154,113)	(93,278)
Cash, cash equivalents and restricted cash
Beginning of period	1,022,126	1,359,680
End of period	868,013	1,266,402
Non-cash investing and financing activities
Change in accrual for property and equipment	866	(3,278)
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	853,652	1,253,706
Restricted cash	14,361	12,696
Total cash, cash equivalents and restricted cash	$ 868,013	$ 1,266,402

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Description of Business and Basis of Presentation

6 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Business

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.

Fiscal Year End Change

As previously disclosed, the Company changed its fiscal year end from December 31 to March 31, effective for the fiscal year beginning April 1, 2022. The Company's current fiscal year will run from April 1, 2022 through March 31, 2023 (Fiscal 2023). Consequently, there was no Fiscal 2022.

Basis of Presentation

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 presentation of the financial position and results of operations were included. Intercompany balances and transactions were eliminated upon consolidation.

The unaudited Condensed Consolidated Balance Sheet as of September 30, 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 and the Company's Transition Report on Form 10-QT for the three months ended March 31, 2022, filed with the SEC on May 9, 2022. The unaudited results for the three and six months ended September 30, 2022, are not necessarily indicative of the results to be expected for Fiscal 2023, or any other portions thereof.

Management Estimates

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

As the impacts of major global events, including the COVID-19 pandemic, continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving 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 Company operates. Please see the risk factors discussed in Part I, Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for Fiscal 2021.

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Recent Accounting Pronouncements

6 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Account Pronouncements

The Company assesses the applicability and impact of all Accounting Standard Updates ("ASUs"). There were no ASUs adopted during the first half of Fiscal 2023.

Recently Issued Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. ASU 2022-04, with the exception of the rollforward requirement, is effective for fiscal years beginning after December 15, 2022 and should be applied retrospectively to all periods for which a balance sheet is presented. The rollforward requirement is effective for fiscal years beginning after December 15, 2023 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements.

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Allowance For Doubtful Accounts

6 Months Ended

Sep. 30, 2022

Credit Loss [Abstract]

ALLOWANCE FOR DOUBTFUL ACCOUNTS

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company's allowance for doubtful accounts was established with information available as of September 30, 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 March 31, 2022	$	7,113	$	7,029
Increases (decreases) to costs and expenses	139		—
Write-offs, net of recoveries	(851)		—
Balance at September 30, 2022	$	6,401	$	7,029

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

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Property and Equipment, Net

6 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following: 

	As of September 30, 2022		As of March 31, 2022
Leasehold and tenant improvements	$	456,260	$	461,394
Furniture, fixtures and displays	265,161		263,749
Buildings	48,599		48,382
Software	360,640		339,722
Office equipment	130,024		132,452
Plant equipment	178,188		178,188
Land	83,626		83,626
Construction in progress (1)	110,782		64,869
Other	13,079		5,751
Subtotal property and equipment	1,646,359		1,578,133
Accumulated depreciation	(1,009,613)		(976,768)
Property and equipment, net	$	636,746	$	601,365

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

Depreciation expense related to property and equipment for the three and six months ended September 30, 2022 was $33.2 million and $67.1 million, respectively (three and six months ended September 30, 2021: $36.7 million and $72.5 million, respectively).

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Leases

6 Months Ended

Sep. 30, 2022

Leases [Abstract]

LEASES

LEASES

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 and six months ended September 30, 2022 and 2021.

Lease Costs and Other Information

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 Condensed Consolidated Statements of Operations, for the periods indicated:

	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
Operating lease costs	$	36,010	$	35,630	$	71,565	$	72,038
Variable lease costs	$	4,360	$	4,650	$	7,983	$	9,105

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 September 30, 2022		As of March 31, 2022
Weighted average remaining lease term (in years)	8.24		8.69
Weighted average discount rate	4.26	%	3.72	%

Supplemental Cash Flow Information

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

	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
Operating cash outflows from operating leases	$	42,254	$	44,161	$	84,119	$	89,126
Leased assets obtained in exchange for new operating lease liabilities	$	87,971	$	5,348	$	107,560	$	14,322

Maturity of Lease Liabilities

The following table presents the future minimum lease payments under the Company's operating lease liabilities as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	79,425
2024	165,195
2025	145,072
2026	113,355
2027	95,046
2028 and thereafter	397,650
Total lease payments	$	995,743
Less: Interest	158,532
Total present value of lease liabilities	$	837,211

As of September 30, 2022, the Company has additional operating lease obligations that have not yet commenced of approximately $3.3 million, which are not reflected in the table above.

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Goodwill

6 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILLThe 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 March 31, 2022	$	301,371	$	105,053	$	85,084	$	—	$	491,508
Effect of currency translation adjustment	—		(14,195)		(8,981)		—		(23,176)
Balance as of September 30, 2022	$	301,371	$	90,858	$	76,103	$	—	$	468,332

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Intangible Assets, Net

6 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET

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

		As of September 30, 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	$	(2,303)	$	233
Customer relationships	2-6	8,070		(3,395)		4,675
Lease-related intangible assets	1-15	9,022		(8,860)		162
Other	5-10	475		(451)		24
Total		$	20,103	$	(15,009)	$	5,094
Indefinite-lived intangible assets						4,197
Intangible assets, net						$	9,291

		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

    

Amortization expense, which is included in selling, general and administrative expenses, for the three and six months ended September 30, 2022 was $0.5 million and $0.9 million, respectively (three and six months ended September 30, 2021: $0.5 million and $1.0 million, respectively).

The following is the estimated amortization expense for the Company's intangible assets as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	949
2024	1,443
2025	1,404
2026	1,289
2027	9
2028 and thereafter	—
Total amortization expense of intangible assets	$	5,094

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Credit Facility and Other Long Term Debt

6 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

CREDIT FACILITY AND OTHER LONG TERM DEBT

CREDIT FACILITY AND OTHER LONG TERM DEBT

The Company's outstanding debt consisted of the following:

	As of September 30, 2022		As of March 31, 2022
1.50% Convertible Senior Notes due 2024	$	80,919	$	80,919
3.25% Senior Notes due 2026	600,000		600,000
Total principal payments due	680,919		680,919
Unamortized debt discount on Senior Notes	(941)		(1,067)
Unamortized debt issuance costs - Convertible Senior Notes	(472)		(677)
Unamortized debt issuance costs - Senior Notes	(1,997)		(2,266)
Unamortized debt issuance costs - Credit facility	(4,127)		(4,623)
Total amount outstanding	673,382		672,286
Less:
Current portion of long-term debt:
Credit Facility borrowings	—		—
Non-current portion of long-term debt	$	673,382	$	672,286

Credit Facility

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 September 30, 2022 and March 31, 2022, there were no amounts outstanding under the revolving credit facility.

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

Borrowings, if any, under the revolving credit facility have maturities of less than one year. Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of September 30, 2022, there were $4.5 million of letters of credit outstanding (March 31, 2022: $4.5 million).

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 September 30, 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 September 30, 2022, the commitment fee was 15 basis points.

1.50% Convertible Senior Notes

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 included in Part I of the Company's Transition Report of Form 10-QT for the three months ended March 31, 2022 for more details.

3.250% Senior Notes

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

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, for the three and six months ended September 30, 2022 was $3.6 million and $9.6 million, respectively (three and six months ended September 30, 2021: $9.3 million and $22.6 million, respectively).

Maturity of Long Term Debt

The following are the scheduled maturities of long term debt as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	—
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.

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Commitments and Contingencies

6 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

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.

In re Under Armour Securities Litigation

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 November 6 and December 17, 2019, two additional putative securities class actions were filed 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). On September 14, 2020, the District Court issued an order that, among other things, consolidated the Patel and Waronker cases into the Consolidated Securities Action.

The operative complaint (the Third Amended Complaint or the "TAC") in the Consolidated Securities Action, was filed on October 14, 2020. The TAC asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (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 the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission (the "SEC") since July 2017. The class period identified in the TAC is September 16, 2015 through November 1, 2019.

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. On September 29, 2022, the court granted the plaintiffs' class certification motion.

The Company continues to believe that the claims asserted in the Consolidated Securities Action are without merit and intends to defend the lawsuit vigorously.

State Court Derivative Complaints

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 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 2014 purchase from entities controlled by Mr. Plank (through Sagamore) of certain parcels of land to accommodate the Company's growth needs, which was approved by the Audit Committee of the Company's Board of Directors 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 to those asserted in the Kenney action 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 September 2022, the Consolidated State Derivative Action was reopened, with a docket entry indicating that it had been closed in error. Also in September 2022, the court issued an order striking the appearance of Kenneth W. Ravenell as counsel for Kenney and warning that if new Maryland counsel has not entered an appearance within fifteen days after Kenney’s receipt of such notice, the case might be dismissed. On October 19, 2022, the court dismissed the Kenney action and ordered that the Kenney action and all consolidated cases be closed. On October 28, 2022, Plaintiffs filed a motion to vacate the order of dismissal. That motion is currently pending.

The Company believes that the claims asserted in the Consolidated State 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.

Federal Court Derivative Complaints

In July 2018, a stockholder derivative complaint was filed in the District Court, 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 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.

In September 2020, two additional derivative complaints were filed in the District Court (in cases captioned Olin v. Plank, et al., and Smith v. Plank, et al., respectively). On November 20, 2020, another derivative complaint was filed in the District Court, in a case captioned Viskovich v. Plank, et al. 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 District Court entered an order consolidating for all purposes the Andersen, Olin, Smith and Viskovich actions into a single action under the caption Andersen v. Plank, et al. (the "Federal Court Derivative Action"). In February 2021, counsel for the Smith and Olin plaintiffs, on the one hand, and counsel for the Andersen and Viskovich plaintiffs, on the other hand, filed motions seeking to be appointed as lead counsel in the Federal Court Derivative Action. These motions are currently pending.

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

Contingencies

In accordance with Accounting Standards Codification (“ASC”) Topic 450 “Contingencies” (“Topic 450”), the Company establishes accruals for contingencies when (i) the Company believes it is probable that a loss will be incurred and (ii) the amount of the loss can be reasonably estimated. If the reasonable estimate is a range, the Company will accrue the best estimate in that range; where no best estimate can be determined, the Company will accrue the minimum. As of September 30, 2022, the Company has estimated its liability and recorded $20 million in respect of certain ongoing legal proceedings summarized above. The timing of the resolution is unknown and the amount of loss ultimately incurred in connection with these matters may be substantially higher or lower than the amount accrued for these matters, and the Company expects a portion of the loss, if any is incurred, to be covered

by the Company’s insurance. Legal proceedings for which no accrual has been established are disclosed to the extent required by ASC 450.

From time to time, the Company’s view regarding probability of loss with respect to outstanding legal proceedings will change, proceedings for which the Company is able to estimate a loss or range of loss will change, and the estimates themselves will change. In addition, while many matters presented in financial disclosures involve significant judgment and may be subject to significant uncertainties, estimates with respect to legal proceedings are subject to particular uncertainties. Other than as described above, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business. However, the matters described above, 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.

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Stockholders' Equity

6 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS' EQUITY

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 September 30, 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 400.0 million shares and have a par value of $0.0003 1/3 per share as of September 30, 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.

Share Repurchase Program

On February 23, 2022, the Company's Board of Directors authorized the Company to repurchase up to $500 million (exclusive of fees and commissions) of outstanding shares of the Company's Class C Common Stock over the next two years. The Class C Common Stock may be repurchased from time to time at prevailing prices in the open market, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, via private purchases through forward, derivative, accelerated share repurchase transactions or otherwise, subject to applicable regulatory restrictions on volume, pricing and timing. The timing and amount of any repurchases will depend on market conditions, the Company's financial condition, results of operations, liquidity and other factors.

During the three months ended September 30, 2022, the Company entered into a master confirmation, including a supplemental confirmation (the "August ASR Agreement"), of an accelerated share repurchase transaction with HSBC Bank USA, national Association ("HSBC") to repurchase $25.0 million of the Company's Class C Common Stock, and received a total of 3.2 million shares of Class C Common Stock from HSBC, which were immediately retired. As a result, $24.7 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.

During the six months ended September 30, 2022, pursuant to the August ASR Agreement and the previously disclosed accelerated share repurchase transactions that the Company entered into in February 2022 and May 2022 (together with the August ASR Agreement, the "ASR Agreements"), the Company repurchased 9.9 million shares of Class C Common Stock, which were immediately retired. As a result, $99.4 million was

recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.

As of September 30, 2022, the Company has repurchased $350 million or 26.1 million outstanding shares of its Class C Common Stock under its share repurchase program. The number of shares was determined based on the average of the Rule 10b-18 volume-weighted average prices of the Company’s Class C Common Stock during the terms of the transactions, less an agreed discount, and subject to adjustments pursuant to the terms of the ASR Agreements.

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Revenues

6 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

REVENUES

REVENUES

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Apparel	$	1,038,268	$	1,058,231	$	1,906,696	$	1,932,424
Footwear	375,885		329,718		723,136		672,359
Accessories	111,117		126,345		207,948		237,848
Net Sales	1,525,270		1,514,294		2,837,780		2,842,631
License revenues	33,123		31,099		61,258		54,360
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Wholesale	$	948,154	$	910,655	$	1,739,840	$	1,678,266
Direct-to-consumer	577,116		603,639		1,097,940		1,164,365
Net Sales	1,525,270		1,514,294		2,837,780		2,842,631
License revenues	33,123		31,099		61,258		54,360
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

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:

	As of September 30, 2022		As of March 31, 2022
Customer refund liability	$	155,021	$	159,628
Inventory associated with the reserves	$	39,968	$	44,291

Contract Liabilities

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 September 30, 2022 and March 31, 2022, contract liabilities were $29.7 million and $35.3 million, respectively.

For the three and six months ended September 30, 2022, the Company recognized approximately $1.3 million and $6.1 million, respectively, of revenue that was previously included in contract liabilities as of March 31, 2022. During the three and six months ended September 30, 2021, the Company recognized

approximately $1.7 million and $6.5 million, respectively, of revenue that was previously included in contract liabilities as of March 31, 2021. 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.

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Restructuring and Related Impairment Charges

6 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

RESTRUCTURING AND RELATED IMPAIRMENT CHARGES

RESTRUCTURING AND RELATED IMPAIRMENT CHARGES

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. The Company concluded the 2020 restructuring plan during the three months ended March 31, 2022.

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. No adjustments were made during the three and six months ended September 30, 2022.

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
Balance at March 31, 2022	$	2,672	$	78,237
Net additions (recoveries) charged to expense	—		—
Cash payments	(1,057)		(73,337)
Foreign exchange and other	(62)		(1,821)
Balance at September 30, 2022	$	1,553	$	3,079

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Other Employee Benefits

6 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

OTHER EMPLOYEE BENEFITS

OTHER EMPLOYEE BENEFITS

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 for the three and six months ended September 30, 2022 of $2.6 million and $4.2 million, respectively (three and six months ended September 30, 2021: $1.7 million and $4.2 million, 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 Human Capital and Compensation Committee of the Board of Directors, to make an annual base salary and/or bonus deferral for each year. As of September 30, 2022 and March 31, 2022, the Deferred Compensation Plan obligations were $11.6 million and $14.2 million, respectively, and were included in other long term liabilities on the Condensed Consolidated Balance Sheets.

The Company established a Rabbi Trust to fund obligations to participants in the Deferred Compensation Plan. As of September 30, 2022 and March 31, 2022, the assets held in the Rabbi Trust were trust owned life insurance ("TOLI") policies with cash-surrender values of $6.8 million and $8.4 million, respectively. These assets are consolidated and are included in other long term assets on the Condensed Consolidated Balance Sheets. Refer to Note 15 for a discussion of the fair value measurements of the assets held in the Rabbi Trust and the Deferred Compensation Plan obligations.

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Stock Based Compensation

6 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

STOCK BASED COMPENSATIONThe 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 2029. As

of September 30, 2022, 8.3 million Class A shares and 25.2 million Class C shares are available for future grants of awards under the 2005 Plan.

Awards Granted to Employees and Non-Employee Directors

Total stock-based compensation expense associated with awards granted to employees and non-employee directors for the three and six months ended September 30, 2022 was $8.3 million and $19.7 million, respectively (three and six months ended September 30, 2021: $11.0 million and $22.6 million, respectively). As of September 30, 2022, the Company had $84.9 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.28 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 period of two to five years. 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-employee director receives an award of restricted stock units upon the initial election to the Board of Directors, with the units covering stock valued at $100 thousand on the grant date and vesting in three equal annual installments. In addition, each non-employee director receives, following each annual stockholders' meeting, a grant under the 2005 Plan of restricted stock units covering stock valued at $150 thousand on the grant date. However, in May 2022, following the 2022 annual stockholders' meeting, each non-employee director received a grant under the 2005 plan of restricted stock units covering stock valued at $187.5 thousand to account for the Company's change in fiscal year. Each award vests 100% on the date of the next annual stockholders' meeting following the grant date.

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 0.8 million deferred stock units outstanding as of September 30, 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 September 30, 2022, 2.7 million Class A shares and 1.4 million Class C shares are available for future purchases under the ESPP. During the three and six months ended September 30, 2022, 171.6 thousand and 293.0 thousand Class C shares were purchased under the ESPP, respectively (three and six months ended September 30, 2021: 58.0 thousand and 118.9 thousand, respectively).

Awards granted to Marketing Partners

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 and six months ended September 30, 2022 was $0.8 million and $1.7 million, respectively (three and six months ended September 30, 2021: $0.9 million and $1.8 million, respectively). As of September 30, 2022, we had $6.0 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 2.07 years.

Summary by Award Classification:

Stock Options

A summary of the Company's stock options activity for the six months ended September 30, 2022 is presented below:

	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Total Intrinsic Value
Outstanding at March 31, 2022	1,578	$	19.44	5.82	$	217
Granted, at fair market value	—	—		—	—
Exercised	—	—		—	—
Forfeited	—	—		—	—
Outstanding at September 30, 2022	1,578	$	19.44	5.32	$	—
Options exercisable at September 30, 2022	1,369	$	19.92	5.06	$	—

Restricted Stock and Restricted Stock Unit Awards

A summary of the Company's restricted stock and restricted stock unit awards activity for the six months ended September 30, 2022 is presented below: 

	Number of Restricted Shares	Weighted Average Grant Date Fair Value
Outstanding at March 31, 2022	7,807	$	16.57
Granted	1,997	9.14
Forfeited	(1,486)	15.52
Vested	(409)	16.73
Outstanding at September 30, 2022	7,909	$	14.88

    

Included in the table above are 1.2 million performance-based restricted stock units awarded to certain executives and key employees under the 2005 Plan during the three months ended June 30, 2022. The performance-based restricted stock units awarded have a weighted average fair value of $9.13 and have vesting that is tied to the achievement of certain combined annual revenue and operating income targets. During the three and six months ended September 30, 2022, the Company deemed the achievement of these targets probable and recorded $0.9 million and $1.3 million, respectively, of compensation expense related to these awards.

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Fair Value Measurements

6 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

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:

	September 30, 2022						March 31, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative foreign currency contracts (see Note 16)	$	—	$	104,954	$	—	$	—	$	988	$	—
TOLI policies held by the Rabbi Trust (see Note 13)	$	—	$	6,820	$	—	$	—	$	8,379	$	—
Deferred Compensation Plan obligations (see Note 13)	$	—	$	(11,649)	$	—	$	—	$	(14,230)	$	—

Fair values of the financial assets and liabilities listed above are determined using inputs that use as their basis readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers. The foreign currency contracts represent unrealized gains and losses on derivative contracts, which is the net difference between the U.S. dollar value to be received or paid at the contracts' settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current market exchange rate. The fair value of the TOLI policies held by the Rabbi Trust are based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are initially made in the same funds and purchased in substantially the same amounts as the selected investments of participants in the Under Armour, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"), which represent the underlying liabilities to participants in the Deferred Compensation Plan. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants' selected investments.

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 September 30, 2022 and March 31, 2022, the fair value of the Convertible Senior Notes was $78.5 million and $126.6 million, respectively.

As of September 30, 2022 and March 31, 2022, the fair value of the Senior Notes was $519.2 million and $580.0 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.

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Risk Management and Derivatives

6 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

RISK MANAGEMENT AND DERIVATIVES

RISK MANAGEMENT AND DERIVATIVES

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 September 30, 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.

The following table presents the fair values of derivative instruments within the Condensed Consolidated Balance Sheets. Refer to Note 15 of the Condensed Consolidated Financial Statements for a discussion of the fair value measurements.

	Balance Sheet Classification	September 30, 2022		March 31, 2022
Derivatives designated as hedging instruments under ASC 815
Foreign currency contracts	Other current assets	$	86,361	$	11,561
Foreign currency contracts	Other long term assets	28,612		2,730
Total derivative assets designated as hedging instruments		$	114,973	$	14,291
Foreign currency contracts	Other current liabilities	$	2,994	$	11,209
Foreign currency contracts	Other long term liabilities	649		3,645
Total derivative liabilities designated as hedging instruments		$	3,643	$	14,854
Derivatives not designated as hedging instruments under ASC 815
Foreign currency contracts	Other current assets	$	13,074	$	4,412
Total derivative assets not designated as hedging instruments		$	13,074	$	4,412
Foreign currency contracts	Other current liabilities	$	1,797	$	1,213
Total derivative liabilities not designated as hedging instruments		$	1,797	$	1,213

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 September 30,								Six months ended September 30,
	2022				2021				2022				2021
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues	$	1,573,885	$	13,697	$	1,545,532	$	(1,953)	$	2,922,942	$	20,251	$	2,897,066	$	(4,330)
Cost of goods sold	$	860,051	$	(891)	$	757,428	$	(3,947)	$	1,578,911	$	(2,839)	$	1,440,141	$	(6,368)
Interest income (expense), net	$	(3,555)	$	(9)	$	(9,261)	$	(9)	$	(9,560)	$	(18)	$	(22,568)	$	(18)
Other income (expense), net	$	(5,771)	$	—	$	(29,476)	$	—	$	(20,012)	$	—	$	(67,970)	$	—

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

	Balance as of June 30, 2022		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of September 30, 2022
Derivatives designated as cash flow hedges
Foreign currency contracts	$	51,693	$	73,116	$	12,806	$	112,003
Interest rate swaps	(486)		—		(9)		(477)
Total designated as cash flow hedges	$	51,207	$	73,116	$	12,797	$	111,526

	Balance as of March 31, 2022		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of September 30, 2022
Derivatives designated as cash flow hedges
Foreign currency contracts	$	41	$	129,374	$	17,412	$	112,003
Interest rate swaps	(495)		—		(18)		$	(477)
Total designated as cash flow hedges	$	(454)	$	129,374	$	17,394	$	111,526

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

	Balance as of March 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 September 30, 2021
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(15,886)	$	5,202	$	(10,697)	$	13
Interest rate swaps	(531)		—		(18)		(513)
Total designated as cash flow hedges	$	(16,417)	$	5,202	$	(10,715)	$	(500)

The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of undesignated derivative instruments are recorded and the effects of fair value hedge activity on these line items:

	Three months ended September 30,								Six months ended September 30,
	2022				2021				2022				2021
	Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net	$	(5,771)	$	(849)	$	(29,476)	$	(2,382)	$	(20,012)	$	(4,851)	$	(67,970)	$	(460)

Cash Flow Hedges

The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions generated by its international subsidiaries in currencies other than their local currencies. These gains and losses are driven by non-functional currency generated revenue, non-functional currency inventory purchases, investments in U.S. Dollar denominated available-for-sale debt securities, and certain other intercompany transactions. The Company enters into foreign currency contracts to reduce the risk associated with the foreign currency exchange rate fluctuations on these transactions. Certain contracts are designated as cash flow hedges. As of September 30, 2022 and March 31, 2022 the aggregate notional value of the Company's outstanding cash flow hedges was $1,262.5 million and $1,096.5 million, respectively, with contract maturities ranging from one to twenty-four months.

The Company may enter into long term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of the Company's long term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company may elect to enter into

interest rate swap contracts to reduce the impact associated with interest rate fluctuations. The interest rate swap contracts are accounted for as cash flow hedges. Refer to Note 8 of the Condensed Consolidated Financial Statements for a discussion of long term debt.

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.

Undesignated Derivative Instruments

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 September 30, 2022 and March 31, 2022, the total notional value of the Company's outstanding undesignated derivative instruments was $341.8 million and $228.4 million, respectively.

Credit Risk

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.

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Provision for Income Taxes

6 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

PROVISION FOR INCOME TAXES

PROVISION FOR INCOME TAXES

The Company computes its quarterly income tax provision under the effective tax rate method by applying an estimated anticipated annual effective rate to our year-to-date income, except for significant and unusual or extraordinary transactions. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to ordinary income or loss in the loss jurisdiction. Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.

The effective rates for income taxes were 20.2% and 14.2% for the three months ended September 30, 2022 and 2021, respectively. The change in the Company’s effective tax rate was primarily driven by the proportion of foreign earnings subject to tax and related valuation allowances in each period, as well as one time discrete benefits recorded in the three months ended September 30, 2021.

The effective rates for income taxes were 22.4% and 14.3% for the six months ended September 30, 2022 and 2021, respectively. The change in the Company’s effective tax rate was primarily driven by the proportion of foreign earnings subject to tax and related valuation allowances in each period, as well as one time discrete benefits recorded in the six months ended September 30, 2021.

Valuation Allowance

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

As noted in the Company's Annual Report on Form 10-K for Fiscal 2021, a significant portion of the Company’s deferred tax assets relate to United States federal and state taxing jurisdictions. Realization of these deferred tax assets is dependent on future United States pre-tax earnings. As of September 30, 2022, the Company continues to believe that the weight of the negative evidence outweighs the positive evidence regarding the realization of the Company’s United States federal and the majority of the United States state deferred tax assets. Accordingly, the Company continues to maintain a valuation allowance on these deferred tax assets. Furthermore, consistent with prior periods, valuation allowances have also been recorded against a portion of foreign deferred tax assets in jurisdictions where the weight of negative evidence outweighs the positive evidence regarding the realization of deferred tax assets.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. The Company's current forecast for the United States indicates that it is reasonably possible that additional deferred taxes could be realizable during the current fiscal year-end based on near term trend towards three-year cumulative taxable earnings. The actualization of these forecasted results may potentially outweigh the negative evidence, resulting in a reversal of all or a portion of previously recorded valuation allowances in the United States. The release of valuation allowances would result in a benefit to income tax expense in the period the release is recorded, which could have a material impact on net income. The timing and amount of the potential valuation allowance release are subject to significant management judgment, as well as prospective pre-tax earnings in the United States. The Company will continue to evaluate its ability to realize its net deferred tax assets on a quarterly basis.

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Earnings per Share

6 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021(1)		2022		2021(1)
Numerator
Net income (loss) - Basic	$	86,925	$	113,444	$	94,607	$	172,651
Interest on Convertible Senior Notes due 2024, net of tax (2)	225		—		449		—
Net income (loss) - Diluted	$	87,150	$	113,444	$	95,056	$	172,651
Denominator
Weighted average common shares outstanding Class A, B and C - Basic	454,322		470,002		456,357		464,831
Dilutive effect of Class A, B, and C securities (2)	1,577		3,114		1,544		2,899
Dilutive effect of Convertible Senior Notes due 2024 (2)	8,242		—		8,242		—
Weighted average common shares and dilutive securities outstanding Class A, B, and C	464,141		473,116		466,143		467,730
Class A and Class C securities excluded as anti-dilutive (3)	7,712		458		8,085		782
Basic net income (loss) per share of Class A, B and C common stock	$	0.19	$	0.24	$	0.21	$	0.37
Diluted net income (loss) per share of Class A, B and C common stock	$	0.19	$	0.24	$	0.20	$	0.37

(1) The Company adopted Accounting Standard Update 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) 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.

(3) Represents stock options and restricted stock units of Class A and Class C Common Stock outstanding that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.

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Segment Data

6 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

SEGMENT DATA

SEGMENT DATAThe 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") and other digital business opportunities, 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 charges; and certain foreign currency hedge gains and losses.

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Net revenues
North America	$	1,011,823	$	1,035,862	$	1,921,179	$	1,941,355
EMEA	262,679		241,201		467,860		448,425
Asia-Pacific	225,729		211,950		402,394		404,319
Latin America	58,162		56,380		107,605		102,892
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Operating income (loss)
North America	$	209,206	$	292,367	$	399,130	$	518,136
EMEA	35,895		41,772		54,076		81,664
Asia-Pacific	46,134		40,529		66,079		64,575
Latin America	7,177		10,831		13,411		16,832
Corporate Other	(179,002)		(213,435)		(378,803)		(387,938)
Total operating income (loss)	119,410		172,064		153,893		293,269
Interest expense, net	(3,555)		(9,261)		(9,560)		(22,568)
Other income (expense), net	(5,771)		(29,476)		(20,012)		(67,970)
Income (loss) before income taxes	$	110,084	$	133,327	$	124,321	$	202,731

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Recent Accounting Pronouncements (Policies)

6 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

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 presentation of the financial position and results of operations were included. Intercompany balances and transactions were eliminated upon consolidation.

The unaudited Condensed Consolidated Balance Sheet as of September 30, 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 and the Company's Transition Report on Form 10-QT for the three months ended March 31, 2022, filed with the SEC on May 9, 2022. The unaudited results for the three and six months ended September 30, 2022, are not necessarily indicative of the results to be expected for Fiscal 2023, or any other portions thereof.

Management Estimates

Management Estimates

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

As the impacts of major global events, including the COVID-19 pandemic, continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving 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 Company operates. Please see the risk factors discussed in Part I, Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for Fiscal 2021.

Recently Adopted Account Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Account Pronouncements

The Company assesses the applicability and impact of all Accounting Standard Updates ("ASUs"). There were no ASUs adopted during the first half of Fiscal 2023.

Recently Issued Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. ASU 2022-04, with the exception of the rollforward requirement, is effective for fiscal years beginning after December 15, 2022 and should be applied retrospectively to all periods for which a balance sheet is presented. The rollforward requirement is effective for fiscal years beginning after December 15, 2023 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements.

Fair Value of Financial Instruments

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.

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Allowance For Doubtful Accounts (Tables)

6 Months Ended

Sep. 30, 2022

Credit Loss [Abstract]

Schedule of Financing Receivable, Allowance for Credit Loss

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 March 31, 2022	$	7,113	$	7,029
Increases (decreases) to costs and expenses	139		—
Write-offs, net of recoveries	(851)		—
Balance at September 30, 2022	$	6,401	$	7,029

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

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Property And Equipment, Net (Tables)

6 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property and equipment consisted of the following: 

	As of September 30, 2022		As of March 31, 2022
Leasehold and tenant improvements	$	456,260	$	461,394
Furniture, fixtures and displays	265,161		263,749
Buildings	48,599		48,382
Software	360,640		339,722
Office equipment	130,024		132,452
Plant equipment	178,188		178,188
Land	83,626		83,626
Construction in progress (1)	110,782		64,869
Other	13,079		5,751
Subtotal property and equipment	1,646,359		1,578,133
Accumulated depreciation	(1,009,613)		(976,768)
Property and equipment, net	$	636,746	$	601,365

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

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Leases (Tables)

6 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Lease Costs

The following table illustrates operating and variable lease costs, included in selling, general and administrative expenses within the Company's Condensed Consolidated Statements of Operations, for the periods indicated:

	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
Operating lease costs	$	36,010	$	35,630	$	71,565	$	72,038
Variable lease costs	$	4,360	$	4,650	$	7,983	$	9,105

The weighted average remaining lease term and discount rate for the periods indicated below were as follows:

	As of September 30, 2022		As of March 31, 2022
Weighted average remaining lease term (in years)	8.24		8.69
Weighted average discount rate	4.26	%	3.72	%

Supplemental Cash Flow Information

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

	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
Operating cash outflows from operating leases	$	42,254	$	44,161	$	84,119	$	89,126
Leased assets obtained in exchange for new operating lease liabilities	$	87,971	$	5,348	$	107,560	$	14,322

Schedule of Operating Lease Liability Maturity

The following table presents the future minimum lease payments under the Company's operating lease liabilities as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	79,425
2024	165,195
2025	145,072
2026	113,355
2027	95,046
2028 and thereafter	397,650
Total lease payments	$	995,743
Less: Interest	158,532
Total present value of lease liabilities	$	837,211

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Goodwill (Tables)

6 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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 March 31, 2022	$	301,371	$	105,053	$	85,084	$	—	$	491,508
Effect of currency translation adjustment	—		(14,195)		(8,981)		—		(23,176)
Balance as of September 30, 2022	$	301,371	$	90,858	$	76,103	$	—	$	468,332

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Intangible Assets, Net (Tables)

6 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

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

		As of September 30, 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	$	(2,303)	$	233
Customer relationships	2-6	8,070		(3,395)		4,675
Lease-related intangible assets	1-15	9,022		(8,860)		162
Other	5-10	475		(451)		24
Total		$	20,103	$	(15,009)	$	5,094
Indefinite-lived intangible assets						4,197
Intangible assets, net						$	9,291

		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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following is the estimated amortization expense for the Company's intangible assets as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	949
2024	1,443
2025	1,404
2026	1,289
2027	9
2028 and thereafter	—
Total amortization expense of intangible assets	$	5,094

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Credit Facility and Other Long Term Debt (Tables)

6 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Components of Outstanding Debt

The Company's outstanding debt consisted of the following:

	As of September 30, 2022		As of March 31, 2022
1.50% Convertible Senior Notes due 2024	$	80,919	$	80,919
3.25% Senior Notes due 2026	600,000		600,000
Total principal payments due	680,919		680,919
Unamortized debt discount on Senior Notes	(941)		(1,067)
Unamortized debt issuance costs - Convertible Senior Notes	(472)		(677)
Unamortized debt issuance costs - Senior Notes	(1,997)		(2,266)
Unamortized debt issuance costs - Credit facility	(4,127)		(4,623)
Total amount outstanding	673,382		672,286
Less:
Current portion of long-term debt:
Credit Facility borrowings	—		—
Non-current portion of long-term debt	$	673,382	$	672,286

Schedule of Maturities of Long-term Debt

The following are the scheduled maturities of long term debt as of September 30, 2022:

Fiscal year ending March 31,
2023 (six months ending)	$	—
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	$	—

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Revenues (Tables)

6 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Net Revenues by Product Category

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Apparel	$	1,038,268	$	1,058,231	$	1,906,696	$	1,932,424
Footwear	375,885		329,718		723,136		672,359
Accessories	111,117		126,345		207,948		237,848
Net Sales	1,525,270		1,514,294		2,837,780		2,842,631
License revenues	33,123		31,099		61,258		54,360
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Wholesale	$	948,154	$	910,655	$	1,739,840	$	1,678,266
Direct-to-consumer	577,116		603,639		1,097,940		1,164,365
Net Sales	1,525,270		1,514,294		2,837,780		2,842,631
License revenues	33,123		31,099		61,258		54,360
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

Schedule of Customer Refund Liability and Inventory Associated with the Reserves

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

	As of September 30, 2022		As of March 31, 2022
Customer refund liability	$	155,021	$	159,628
Inventory associated with the reserves	$	39,968	$	44,291

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Restructuring and Related Impairment Charges (Tables)

6 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

Summary of Activity in the Restructuring Reserve

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
Balance at March 31, 2022	$	2,672	$	78,237
Net additions (recoveries) charged to expense	—		—
Cash payments	(1,057)		(73,337)
Foreign exchange and other	(62)		(1,821)
Balance at September 30, 2022	$	1,553	$	3,079

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Stock Based Compensation (Tables)

6 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Payment Arrangement, Option, Activity

A summary of the Company's stock options activity for the six months ended September 30, 2022 is presented below:

	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Total Intrinsic Value
Outstanding at March 31, 2022	1,578	$	19.44	5.82	$	217
Granted, at fair market value	—	—		—	—
Exercised	—	—		—	—
Forfeited	—	—		—	—
Outstanding at September 30, 2022	1,578	$	19.44	5.32	$	—
Options exercisable at September 30, 2022	1,369	$	19.92	5.06	$	—

Schedule of Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

A summary of the Company's restricted stock and restricted stock unit awards activity for the six months ended September 30, 2022 is presented below: 

	Number of Restricted Shares	Weighted Average Grant Date Fair Value
Outstanding at March 31, 2022	7,807	$	16.57
Granted	1,997	9.14
Forfeited	(1,486)	15.52
Vested	(409)	16.73
Outstanding at September 30, 2022	7,909	$	14.88

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Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and (Liabilities) Measured at Fair Value

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:

	September 30, 2022						March 31, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative foreign currency contracts (see Note 16)	$	—	$	104,954	$	—	$	—	$	988	$	—
TOLI policies held by the Rabbi Trust (see Note 13)	$	—	$	6,820	$	—	$	—	$	8,379	$	—
Deferred Compensation Plan obligations (see Note 13)	$	—	$	(11,649)	$	—	$	—	$	(14,230)	$	—

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Risk Management and Derivatives (Tables)

6 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivatives Balance Sheet Location

The following table presents the fair values of derivative instruments within the Condensed Consolidated Balance Sheets. Refer to Note 15 of the Condensed Consolidated Financial Statements for a discussion of the fair value measurements.

	Balance Sheet Classification	September 30, 2022		March 31, 2022
Derivatives designated as hedging instruments under ASC 815
Foreign currency contracts	Other current assets	$	86,361	$	11,561
Foreign currency contracts	Other long term assets	28,612		2,730
Total derivative assets designated as hedging instruments		$	114,973	$	14,291
Foreign currency contracts	Other current liabilities	$	2,994	$	11,209
Foreign currency contracts	Other long term liabilities	649		3,645
Total derivative liabilities designated as hedging instruments		$	3,643	$	14,854
Derivatives not designated as hedging instruments under ASC 815
Foreign currency contracts	Other current assets	$	13,074	$	4,412
Total derivative assets not designated as hedging instruments		$	13,074	$	4,412
Foreign currency contracts	Other current liabilities	$	1,797	$	1,213
Total derivative liabilities not designated as hedging instruments		$	1,797	$	1,213

Schedule of Effects of Cash Flow Hedges

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 September 30,								Six months ended September 30,
	2022				2021				2022				2021
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues	$	1,573,885	$	13,697	$	1,545,532	$	(1,953)	$	2,922,942	$	20,251	$	2,897,066	$	(4,330)
Cost of goods sold	$	860,051	$	(891)	$	757,428	$	(3,947)	$	1,578,911	$	(2,839)	$	1,440,141	$	(6,368)
Interest income (expense), net	$	(3,555)	$	(9)	$	(9,261)	$	(9)	$	(9,560)	$	(18)	$	(22,568)	$	(18)
Other income (expense), net	$	(5,771)	$	—	$	(29,476)	$	—	$	(20,012)	$	—	$	(67,970)	$	—

Schedule of Cash Flows in AOCI

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

	Balance as of June 30, 2022		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of September 30, 2022
Derivatives designated as cash flow hedges
Foreign currency contracts	$	51,693	$	73,116	$	12,806	$	112,003
Interest rate swaps	(486)		—		(9)		(477)
Total designated as cash flow hedges	$	51,207	$	73,116	$	12,797	$	111,526

	Balance as of March 31, 2022		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of September 30, 2022
Derivatives designated as cash flow hedges
Foreign currency contracts	$	41	$	129,374	$	17,412	$	112,003
Interest rate swaps	(495)		—		(18)		$	(477)
Total designated as cash flow hedges	$	(454)	$	129,374	$	17,394	$	111,526

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

	Balance as of March 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 September 30, 2021
Derivatives designated as cash flow hedges
Foreign currency contracts	$	(15,886)	$	5,202	$	(10,697)	$	13
Interest rate swaps	(531)		—		(18)		(513)
Total designated as cash flow hedges	$	(16,417)	$	5,202	$	(10,715)	$	(500)

Schedule of Fair Value Hedging Activity

The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of undesignated derivative instruments are recorded and the effects of fair value hedge activity on these line items:

	Three months ended September 30,								Six months ended September 30,
	2022				2021				2022				2021
	Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net	$	(5,771)	$	(849)	$	(29,476)	$	(2,382)	$	(20,012)	$	(4,851)	$	(67,970)	$	(460)

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Earnings per Share (Tables)

6 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Reconciliation of Basic Earnings per Share to Diluted Earnings per Share

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021(1)		2022		2021(1)
Numerator
Net income (loss) - Basic	$	86,925	$	113,444	$	94,607	$	172,651
Interest on Convertible Senior Notes due 2024, net of tax (2)	225		—		449		—
Net income (loss) - Diluted	$	87,150	$	113,444	$	95,056	$	172,651
Denominator
Weighted average common shares outstanding Class A, B and C - Basic	454,322		470,002		456,357		464,831
Dilutive effect of Class A, B, and C securities (2)	1,577		3,114		1,544		2,899
Dilutive effect of Convertible Senior Notes due 2024 (2)	8,242		—		8,242		—
Weighted average common shares and dilutive securities outstanding Class A, B, and C	464,141		473,116		466,143		467,730
Class A and Class C securities excluded as anti-dilutive (3)	7,712		458		8,085		782
Basic net income (loss) per share of Class A, B and C common stock	$	0.19	$	0.24	$	0.21	$	0.37
Diluted net income (loss) per share of Class A, B and C common stock	$	0.19	$	0.24	$	0.20	$	0.37

(1) The Company adopted Accounting Standard Update 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) 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.

(3) Represents stock options and restricted stock units of Class A and Class C Common Stock outstanding that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive

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Segment Data (Tables)

6 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

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

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Net revenues
North America	$	1,011,823	$	1,035,862	$	1,921,179	$	1,941,355
EMEA	262,679		241,201		467,860		448,425
Asia-Pacific	225,729		211,950		402,394		404,319
Latin America	58,162		56,380		107,605		102,892
Corporate Other	15,492		139		23,904		75
Total net revenues	$	1,573,885	$	1,545,532	$	2,922,942	$	2,897,066

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

	Three Months Ended September 30,				Six Months Ended September 30,
	2022		2021		2022		2021
Operating income (loss)
North America	$	209,206	$	292,367	$	399,130	$	518,136
EMEA	35,895		41,772		54,076		81,664
Asia-Pacific	46,134		40,529		66,079		64,575
Latin America	7,177		10,831		13,411		16,832
Corporate Other	(179,002)		(213,435)		(378,803)		(387,938)
Total operating income (loss)	119,410		172,064		153,893		293,269
Interest expense, net	(3,555)		(9,261)		(9,560)		(22,568)
Other income (expense), net	(5,771)		(29,476)		(20,012)		(67,970)
Income (loss) before income taxes	$	110,084	$	133,327	$	124,321	$	202,731

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Allowance For Doubtful Accounts (Details) $ in Thousands	6 Months Ended
	Sep. 30, 2022 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 7,113
Increases (decreases) to costs and expenses	139
Write-offs, net of recoveries	(851)
Ending balance	6,401
Prepaid Expense and Other Current Assets, Allowance for Credit Loss [Roll Forward]
Beginning balance	7,029
Increases (decreases) to costs and expenses	0
Write-offs, net of recoveries	0
Ending balance	$ 7,029

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Property and Equipment, Net- Components Of Property And Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	$ 1,646,359	$ 1,578,133
Accumulated depreciation	(1,009,613)	(976,768)
Property and equipment, net	636,746	601,365
Leasehold and tenant improvements
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	456,260	461,394
Furniture, fixtures and displays
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	265,161	263,749
Buildings
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	48,599	48,382
Software
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	360,640	339,722
Office equipment
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	130,024	132,452
Plant equipment
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	178,188	178,188
Land
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	83,626	83,626
Construction in progress
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	110,782	64,869
Other
Property, Plant and Equipment [Line Items]
Subtotal property and equipment	$ 13,079	$ 5,751

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Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 33.2	$ 36.7	$ 67.1	$ 72.5

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Leases - Leases Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022
Leases [Abstract]
Operating lease costs	$ 36,010	$ 35,630	$ 71,565	$ 72,038
Variable lease costs	$ 4,360	4,650	$ 7,983	9,105
Weighted average remaining lease term (in years)	8 years 2 months 26 days		8 years 2 months 26 days		8 years 8 months 8 days
Weighted average discount rate	4.26%		4.26%		3.72%
Operating cash outflows from operating leases	$ 42,254	44,161	$ 84,119	89,126
Leased assets obtained in exchange for new operating lease liabilities	87,971	$ 5,348	107,560	$ 14,322
Leases not yet commenced	$ 3,300		$ 3,300

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Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2023 (six months ending)	$ 79,425
2024	165,195
2025	145,072
2026	113,355
2027	95,046
2028 and thereafter	397,650
Total lease payments	995,743
Less: Interest	158,532
Total present value of lease liabilities	$ 837,211

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Goodwill - Changes in Carrying Amount of Goodwill (Details) (Details) $ in Thousands	6 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 491,508
Effect of currency translation adjustment	(23,176)
Goodwill, ending balance	468,332
North America
Goodwill [Roll Forward]
Goodwill, beginning balance	301,371
Effect of currency translation adjustment	0
Goodwill, ending balance	301,371
EMEA
Goodwill [Roll Forward]
Goodwill, beginning balance	105,053
Effect of currency translation adjustment	(14,195)
Goodwill, ending balance	90,858
Asia-Pacific
Goodwill [Roll Forward]
Goodwill, beginning balance	85,084
Effect of currency translation adjustment	(8,981)
Goodwill, ending balance	76,103
Latin America
Goodwill [Roll Forward]
Goodwill, beginning balance	0
Effect of currency translation adjustment	0
Goodwill, ending balance	$ 0

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Intangible Assets, Net - Summary Of Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 20,103	$ 20,675
Accumulated Amortization	(15,009)	(14,315)
Net Carrying Amount	5,094	6,360
Indefinite-lived intangible assets	4,197	4,220
Intangible assets, net	9,291	10,580
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,536	2,536
Accumulated Amortization	(2,303)	(2,103)
Net Carrying Amount	233	433
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,070	8,552
Accumulated Amortization	(3,395)	(2,893)
Net Carrying Amount	4,675	5,659
Lease-related intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,022	9,112
Accumulated Amortization	(8,860)	(8,892)
Net Carrying Amount	162	220
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	475	475
Accumulated Amortization	(451)	(427)
Net Carrying Amount	$ 24	$ 48
Minimum | Technology
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	5 years	5 years
Minimum | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	2 years	2 years
Minimum | Lease-related intangible assets
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	1 year	1 year
Minimum | Other
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	5 years	5 years
Maximum | Technology
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	7 years	7 years
Maximum | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	6 years	6 years
Maximum | Lease-related intangible assets
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	15 years	15 years
Maximum | Other
Finite-Lived Intangible Assets [Line Items]
Useful Lives from Date of Acquisitions (in years)	10 years	10 years

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Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 0.5	$ 0.5	$ 0.9	$ 1.0

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Intangible Assets, Net - Estimated Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (six months ending)	$ 949
2024	1,443
2025	1,404
2026	1,289
2027	9
2028 and thereafter	0
Total amortization expense of intangible assets	$ 5,094

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Credit Facility and Other Long Term Debt - Components of Convertible Senior Notes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022	May 31, 2020	Jun. 30, 2016
Debt Instrument [Line Items]
Total principal payments due	$ 680,919	$ 680,919
Total amount outstanding	673,382	672,286
Credit Facility borrowings	0	0
Non-current portion of long-term debt	673,382	672,286
Credit Facility
Debt Instrument [Line Items]
Unamortized debt issuance costs - Credit facility	$ (4,127)	(4,623)
1.50% Convertible Senior Notes
Debt Instrument [Line Items]
Stated interest rate, percentage	1.50%		1.50%
1.50% Convertible Senior Notes | Convertible Notes
Debt Instrument [Line Items]
Total principal payments due	$ 80,919	80,919
Unamortized debt issuance costs - Credit facility	$ (472)	(677)
Stated interest rate, percentage	1.50%
3.25% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Total principal payments due	$ 600,000	600,000
Unamortized debt discount	(941)	(1,067)
Unamortized debt issuance costs - Credit facility	$ (1,997)	$ (2,266)		$ (5,400)
Stated interest rate, percentage	3.25%			3.25%

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Credit Facility and Other Long Term Debt - Credit Facility (Details)	6 Months Ended
	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)
Debt Instrument [Line Items]
Outstanding under credit facility	$ 680,919,000	$ 680,919,000
LIBOR | Minimum
Debt Instrument [Line Items]
Variable rate (as percent)	1.00%
LIBOR | Maximum
Debt Instrument [Line Items]
Variable rate (as percent)	1.75%
Base Rate | Minimum
Debt Instrument [Line Items]
Variable rate (as percent)	0.00%
Base Rate | Maximum
Debt Instrument [Line Items]
Variable rate (as percent)	0.75%
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 50,000,000
Letters of credit outstanding	4,500,000	4,500,000
Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	300,000,000
Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	1,100,000,000
Outstanding under credit facility	$ 0	$ 0
Covenant, consolidated EBITDA to consolidated interest expense ratio, greater than or equal	3.50
Debt, leverage covenant, consolidated total indebtedness to consolidated EBITDA ratio less than or equal	3.25
Commitment fee percentage	0.15%

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Credit Facility and Other Long Term Debt - Senior Notes, Capped Call Transaction and Interest Expense (Details) $ / shares in Units, shares in Millions	1 Months Ended			3 Months Ended		6 Months Ended
	Aug. 31, 2021 USD ($) shares	May 31, 2021 USD ($) shares	May 31, 2020 USD ($) d $ / shares	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2016 USD ($)
Debt Instrument [Line Items]
Repayment of credit facility			$ 439,900,000
Loss on extinguishment of senior convertible notes						$ 0	$ 58,526,000
Proceeds from option contract termination	$ 38,600,000	$ 53,000,000
1.50% Convertible Senior Notes
Debt Instrument [Line Items]
Aggregate principal			$ 500,000,000			$ 80,900,000
Stated interest rate, percentage			1.50%			1.50%
Proceeds from debt offering			$ 488,800,000
Payment of cap call transaction			$ 47,900,000
Convertible notes exchanged	169,100,000	250,000,000
Repayments of convertible notes	$ 207,000,000	$ 300,000,000
Loss on extinguishment of senior convertible notes				$ 23,800,000	$ 34,700,000
Initial conversion rate			0.1018589
Debt conversion price (in usd per share) | $ / shares			$ 9.82
Trading days (whether or not consecutive) | d			20
Consecutive trading days | d			30
Percentage of stock price			130.00%
Business period			5 days
Measurement period			5 days
Measurement period, percentage			98.00%
Redemption price, percentage of principal repurchased			100.00%
Cap call transaction cap price per share (in usd per share) | $ / shares			$ 13.4750
Premium over last reported sale price, percentage			75.00%
1.50% Convertible Senior Notes | Class C Common Stock
Debt Instrument [Line Items]
Stock issued in exchange of convertible notes (shares) | shares	7.7	11.1
3.25% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Aggregate principal									$ 600,000,000
Stated interest rate, percentage						3.25%			3.25%
Deferred financing costs						$ 1,997,000		$ 2,266,000	$ 5,400,000

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Credit Facility and Other Long Term Debt - Interest Expense Related to Convertible Senior Notes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Disclosure [Abstract]
Interest income (expense), net	$ (3,555)	$ (9,261)	$ (9,560)	$ (22,568)

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Credit Facility and Other Long Term Debt - Scheduled Maturities Of Long Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Debt Disclosure [Abstract]
2023 (six months ending)	$ 0
2024	0
2025	80,919
2026	0
2027	600,000
2028 and thereafter
Total amount outstanding	680,919	$ 680,919
Current maturities of long term debt	$ 0	$ 0

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Commitments and Contingencies (Details) $ in Millions	1 Months Ended		2 Months Ended
	Sep. 30, 2020 case	Dec. 17, 2019 case	Oct. 21, 2020 case	Jul. 31, 2018 case	Sep. 30, 2022 USD ($)	Mar. 23, 2017 case
Loss Contingencies [Line Items]
Estimated liability | $					$ 20
Under Armour Securities Litigation, Case No. 17-cv-00388-RDB | Pending Litigation
Loss Contingencies [Line Items]
Pending claims						3
Securities Class Actions
Loss Contingencies [Line Items]
Number of complaints		2
Derivative Complaints
Loss Contingencies [Line Items]
Number of complaints	2		2	2

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Stockholders' Equity (Details)		3 Months Ended	6 Months Ended
	Feb. 23, 2022 USD ($)	Sep. 30, 2022 USD ($) vote $ / shares shares	Sep. 30, 2022 USD ($) vote $ / shares shares	Aug. 29, 2022 USD ($)	Mar. 31, 2022 $ / shares shares
Class of Stock [Line Items]
Stock repurchased and retired during period, value | $		$ 25,000,000	$ 50,000,000
Class C Common Stock Repurchase Program
Class of Stock [Line Items]
Stock repurchase program, authorized amount | $	$ 500,000,000			$ 25,000,000
Stock repurchase program, period in force	2 years
Stock repurchased and retired during period, shares (in shares)			26,100,000
Stock repurchased and retired during period, value | $			$ 350,000,000
Retained Earnings
Class of Stock [Line Items]
Stock repurchased and retired during period, value | $		$ 24,749,000	$ 99,406,000
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		400,000,000	400,000,000		400,000,000
Commons stock, par value (USD per share) | $ / shares		$ 0.0003	$ 0.0003		$ 0.0003
Number of votes per share | vote		1	1
Shares issued upon conversion (in shares)			1
Class B Convertible Common Stock
Class of Stock [Line Items]
Common stock, authorized (in shares)		34,450,000	34,450,000		34,450,000
Commons stock, par value (USD per share) | $ / shares		$ 0.0003	$ 0.0003		$ 0.0003
Number of votes per share | vote		10	10
Class A Common Stock And Class B Convertible Common Stock | Minimum
Class of Stock [Line Items]
Beneficial ownership percentage of CEO			15.00%
Common Class C
Class of Stock [Line Items]
Common stock, authorized (in shares)		400,000,000	400,000,000		400,000,000
Commons stock, par value (USD per share) | $ / shares		$ 0.0003	$ 0.0003		$ 0.0003
Stock repurchased and retired during period, shares (in shares)		3,200,000	9,900,000
Common Class C | Retained Earnings
Class of Stock [Line Items]
Stock repurchased and retired during period, value | $		$ 24,700,000	$ 99,400,000

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Revenues - Net Revenues By Product Category and Distribution Channels (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Net revenues	$ 1,573,885	$ 1,545,532	$ 2,922,942	$ 2,897,066
Wholesale
Segment Reporting Information [Line Items]
Revenues	948,154	910,655	1,739,840	1,678,266
Direct-to-consumer
Segment Reporting Information [Line Items]
Revenues	577,116	603,639	1,097,940	1,164,365
Corporate Other
Segment Reporting Information [Line Items]
Net revenues	15,492	139	23,904	75
Apparel
Segment Reporting Information [Line Items]
Revenues	1,038,268	1,058,231	1,906,696	1,932,424
Footwear
Segment Reporting Information [Line Items]
Revenues	375,885	329,718	723,136	672,359
Accessories
Segment Reporting Information [Line Items]
Revenues	111,117	126,345	207,948	237,848
Net Sales
Segment Reporting Information [Line Items]
Revenues	1,525,270	1,514,294	2,837,780	2,842,631
License revenues
Segment Reporting Information [Line Items]
Revenues	$ 33,123	$ 31,099	$ 61,258	$ 54,360

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Revenues - Customer Refund Liability (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022
Customer refund liability
Disaggregation of Revenue [Line Items]
Reserves for customer returns allowances markdowns and discounts	$ 155,021	$ 159,628
Inventory associated with the reserves
Disaggregation of Revenue [Line Items]
Reserves for customer returns allowances markdowns and discounts	$ 39,968	$ 44,291

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Revenues - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract liability	$ 29.7		$ 29.7		$ 35.3
Revenue recognized	$ 1.3	$ 1.7	$ 6.1	$ 6.5

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Restructuring and Related Impairment Charges - 2020 restructuring Plan (Details) - 2020 Restructuring Plan $ in Millions	Mar. 31, 2021 USD ($)
Minimum
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs	$ 550
Maximum
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs	$ 600

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Restructuring and Related Impairment Charges - Restructuring Reserve (Details) - Restructuring Plan, 2017 And 2018 $ in Thousands	6 Months Ended
	Sep. 30, 2022 USD ($)
Employee Related Costs
Restructuring Reserve [Roll Forward]
Balance at March 31, 2022	$ 2,672
Net additions (recoveries) charged to expense	0
Cash payments	(1,057)
Foreign exchange and other	(62)
Balance at September 30, 2022	1,553
Contract Exit Costs
Restructuring Reserve [Roll Forward]
Balance at March 31, 2022	78,237
Net additions (recoveries) charged to expense	0
Cash payments	(73,337)
Foreign exchange and other	(1,821)
Balance at September 30, 2022	$ 3,079

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Other Employee Benefits (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022
Retirement Benefits [Abstract]
401(k) contribution matching expense	$ 2.6	$ 1.7	$ 4.2	$ 4.2
Deferred compensation plan obligations	11.6		11.6		$ 14.2
TOLI policies held by the Rabbi Trust	$ 6.8		$ 6.8		$ 8.4

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Stock Based Compensation - Stock Compensation Plans (Details)	1 Months Ended	3 Months Ended			6 Months Ended
	May 31, 2022 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 shares	Sep. 30, 2021 USD ($) shares	Sep. 30, 2022 USD ($) installment shares	Sep. 30, 2021 USD ($) shares	Mar. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation | $		$ 8,300,000		$ 11,000,000	$ 19,708,000	$ 22,581,000
Unrecognized compensation costs | $		$ 84,900,000			$ 84,900,000
Unrecognized compensation costs, period for recognition					2 years 3 months 10 days
Number of equal annual vesting installments | installment					3
Options outstanding, number of underlying shares (in shares)		1,578,000			1,578,000		1,578,000
Marketing Partner
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs | $		$ 6,000,000			$ 6,000,000
Unrecognized compensation costs, period for recognition					2 years 25 days
Additional share based compensation | $		$ 800,000		$ 900,000	$ 1,700,000	$ 1,800,000
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term					10 years
Deferred Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding, number of underlying shares (in shares)		800,000			800,000
2005 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock awards | $	$ 187,500				$ 150,000
Vesting percentage		100.00%			100.00%
2005 Plan | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		8,300,000			8,300,000
2005 Plan | Common Class C
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		25,200,000			25,200,000
2005 Plan | Performance Based Restricted Stock Units | Certain Executives and Key Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional share based compensation | $		$ 900,000			$ 1,300,000
Shares granted (in shares)			1,200,000
Shares granted (in dollars per share) | $ / shares		$ 9.13
Director Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock awards | $					$ 100,000
Obligation to issue share (in shares)		1			1
Period shares delivered following termination of director's service					6 months
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ESPP discount rate from fair market value					15.00%
ESPP shares granted during period (in shares)		171,600		58,000	293,000	118,900
ESPP | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		2,700,000			2,700,000
ESPP | Common Class C
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		1,400,000			1,400,000
Minimum | 2005 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (over)					2 years
Maximum | 2005 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (over)					5 years

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Stock Based Compensation - Summary Of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022
Number of Stock Options
Outstanding, beginning of year (in shares)	1,578,000
Granted, at fair market value (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	0
Outstanding, end of year (in shares)	1,578,000	1,578,000
Options exercisable, end of year (in shares)	1,369,000
Weighted Average Exercise Price
Outstanding, beginning of year (in dollars per share)	$ 19.44
Granted, at fair market value (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	0
Outstanding, end of year (in dollars per share)	19.44	$ 19.44
Options exercisable, weighted average exercise price per share (in dollars per share)	$ 19.92
Weighted average remaining contractual life (in years)	5 years 3 months 25 days	5 years 9 months 25 days
Options exercisable, weighted average remaining contractual life (in years)	5 years 21 days
Options outstanding, total intrinsic value	$ 0	$ 217
Options exercisable, end of year	$ 0

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Stock Based Compensation - Summary Of Restricted Stock And Restricted Stock Units (Details) - $ / shares	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022
Restricted Stock and Restricted Stock Units
Number of Restricted Shares
Outstanding, beginning of year (in shares)		7,807,000	7,807,000
Granted (in shares)			1,997,000
Forfeited (in shares)			(1,486,000)
Vested (in shares)			(409,000)
Outstanding, end of year (in shares)	7,909,000		7,909,000
Weighted Average Grant Date Fair Value
Outstanding, beginning of year (in dollars per share)		$ 16.57	$ 16.57
Granted (in dollars per share)			9.14
Forfeited (in dollars per share)			15.52
Vested (in dollars per share)			16.73
Outstanding, end of year (in dollars per share)	$ 14.88		$ 14.88
Performance Based Restricted Stock Units | Certain Executives and Key Employees | 2005 Plan
Number of Restricted Shares
Granted (in shares)		1,200,000
Weighted Average Grant Date Fair Value
Granted (in dollars per share)	$ 9.13

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Fair Value Measurements - Financial Assets And (Liabilities) Measured At Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
TOLI policies held by the Rabbi Trust (see Note 13)	$ 6,800	$ 8,400
Deferred Compensation Plan obligations (see Note 13)	(11,600)	(14,200)
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
TOLI policies held by the Rabbi Trust (see Note 13)	0	0
Deferred Compensation Plan obligations (see Note 13)	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
TOLI policies held by the Rabbi Trust (see Note 13)	6,820	8,379
Deferred Compensation Plan obligations (see Note 13)	(11,649)	(14,230)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
TOLI policies held by the Rabbi Trust (see Note 13)	0	0
Deferred Compensation Plan obligations (see Note 13)	0	0
Foreign currency contracts | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative foreign currency contracts (see Note 16)	0	0
Foreign currency contracts | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative foreign currency contracts (see Note 16)	104,954	988
Foreign currency contracts | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative foreign currency contracts (see Note 16)	$ 0	$ 0

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Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Mar. 31, 2022
Convertible Senior Notes
Debt Instrument [Line Items]
Fair value	$ 78.5	$ 126.6
Senior Notes
Debt Instrument [Line Items]
Fair value	$ 519.2	$ 580.0

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Risk Management and Derivatives - Balance Sheet Location (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 31, 2022
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative assets	$ 114,973	$ 14,291
Derivative liabilities	3,643	14,854
Designated as Hedging Instrument | Foreign currency contracts | Other current assets
Derivatives, Fair Value [Line Items]
Derivative assets	86,361	11,561
Designated as Hedging Instrument | Foreign currency contracts | Other long term assets
Derivatives, Fair Value [Line Items]
Derivative assets	28,612	2,730
Designated as Hedging Instrument | Foreign currency contracts | Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	2,994	11,209
Designated as Hedging Instrument | Foreign currency contracts | Other long term liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	649	3,645
Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Derivative assets	13,074	4,412
Derivative liabilities	1,797	1,213
Not Designated as Hedging Instrument | Foreign currency contracts | Other current assets
Derivatives, Fair Value [Line Items]
Derivative assets	13,074	4,412
Not Designated as Hedging Instrument | Foreign currency contracts | Other current liabilities
Derivatives, Fair Value [Line Items]
Derivative liabilities	$ 1,797	$ 1,213

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Risk Management and Derivatives - Hedging Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Net revenues	$ 1,573,885	$ 1,545,532	$ 2,922,942	$ 2,897,066
Cost of goods sold	860,051	757,428	1,578,911	1,440,141
Interest income (expense), net	(3,555)	(9,261)	(9,560)	(22,568)
Other income (expense), net	(5,771)	(29,476)	(20,012)	(67,970)
Net revenues
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) on Cash Flow Hedge Activity	13,697	(1,953)	20,251	(4,330)
Cost of goods sold
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) on Cash Flow Hedge Activity	(891)	(3,947)	(2,839)	(6,368)
Interest income (expense), net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) on Cash Flow Hedge Activity	(9)	(9)	(18)	(18)
Other income (expense), net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) on Cash Flow Hedge Activity	0	0	0	0
Amount of Gain (Loss) on Fair Value Hedge Activity	$ (849)	$ (2,382)	$ (4,851)	$ (460)

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Risk Management and Derivatives - Derivative Other Comprehensive Income Rollforward (Details) - Cash Flow Hedges - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative Asset (Liability) Rollforward [Roll Forward]
Derivative assets (liabilities), beginning balance	$ 51,207	$ (20,868)	$ (454)	$ (16,417)
Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives	73,116	14,459	129,374	5,202
Amount of gain (loss) reclassified from other comprehensive income (loss) into income	12,797	(5,909)	17,394	(10,715)
Derivative assets (liabilities), ending balance	111,526	(500)	111,526	(500)
Foreign currency contracts
Derivative Asset (Liability) Rollforward [Roll Forward]
Derivative assets (liabilities), beginning balance	51,693	(20,346)	41	(15,886)
Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives	73,116	14,459	129,374	5,202
Amount of gain (loss) reclassified from other comprehensive income (loss) into income	12,806	(5,900)	17,412	(10,697)
Derivative assets (liabilities), ending balance	112,003	13	112,003	13
Interest rate swaps
Derivative Asset (Liability) Rollforward [Roll Forward]
Derivative assets (liabilities), beginning balance	(486)	(522)	(495)	(531)
Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives	0	0	0	0
Amount of gain (loss) reclassified from other comprehensive income (loss) into income	(9)	(9)	(18)	(18)
Derivative assets (liabilities), ending balance	$ (477)	$ (513)	$ (477)	$ (513)

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Risk Management and Derivatives - Effects of Undesignated Derivatives and Fair Value Hedge Activities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivative [Line Items]
Other income (expense), net	$ (5,771)	$ (29,476)	$ (20,012)	$ (67,970)
Other income (expense), net
Derivative [Line Items]
Amount of Gain (Loss) on Fair Value Hedge Activity	$ (849)	$ (2,382)	$ (4,851)	$ (460)

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Risk Management and Derivatives - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Sep. 30, 2022	Mar. 31, 2022
Derivative [Line Items]
Minimum maturity	1 month
Maximum maturity	24 months
Foreign currency contracts | Not Designated as Hedging Instrument
Derivative [Line Items]
Notional amount	$ 341.8	$ 228.4
Cash Flow Hedges | Foreign currency contracts
Derivative [Line Items]
Notional amount	$ 1,262.5	$ 1,096.5

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Provision for Income Taxes (Details)	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation, percent	20.20%	14.20%	22.40%	14.30%

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Earnings per Share - Schedule Of Reconciliation Of Basic Earnings Per Share To Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Net income (loss) - Basic	$ 86,925	$ 113,444	$ 94,607	$ 172,651
Interest on Convertible Senior Notes due 2024, net of tax	225	0	449	0
Net income (loss) - Diluted	$ 87,150	$ 113,444	$ 95,056	$ 172,651
Denominator
Weighted average common shares outstanding Class A, B and C - Basic (in shares)	454,322,000	470,002,000	456,357,000	464,831,000
Dilutive effect of Class A, B, and C securities (in shares)	1,577,000	3,114,000	1,544,000	2,899,000
Dilutive effect of Convertible Senior Notes due 2024 (in shares)	8,242,000	0	8,242,000	0
Weighted average common shares and dilutive securities outstanding Class A, B, and C (in shares)	464,141,000	473,116,000	466,143,000	467,730,000
Basic net income (loss) per share of Class A, B and C common stock (in dollars per share)	$ 0.19	$ 0.24	$ 0.21	$ 0.37
Diluted net income (loss) per share of Class A, B and C common stock (in dollars per share)	$ 0.19	$ 0.24	$ 0.20	$ 0.37
Stock Options and RSUs Representing Class A and Class C Common Stock
Denominator
Class A and Class C securities excluded as anti-dilutive (in shares)	7,712,000	458,000	8,085,000	782,000

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Segment Data - Geographic Distribution Of The Company's Net Revenues And Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Net revenues	$ 1,573,885	$ 1,545,532	$ 2,922,942	$ 2,897,066
Operating income (loss)	119,410	172,064	153,893	293,269
Interest income (expense), net	(3,555)	(9,261)	(9,560)	(22,568)
Other income (expense), net	(5,771)	(29,476)	(20,012)	(67,970)
Income (loss) before income taxes	110,084	133,327	124,321	202,731
Corporate Other
Segment Reporting Information [Line Items]
Net revenues	15,492	139	23,904	75
Operating income (loss)	(179,002)	(213,435)	(378,803)	(387,938)
North America | Operating Segments
Segment Reporting Information [Line Items]
Net revenues	1,011,823	1,035,862	1,921,179	1,941,355
Operating income (loss)	209,206	292,367	399,130	518,136
EMEA | Operating Segments
Segment Reporting Information [Line Items]
Net revenues	262,679	241,201	467,860	448,425
Operating income (loss)	35,895	41,772	54,076	81,664
Asia-Pacific | Operating Segments
Segment Reporting Information [Line Items]
Net revenues	225,729	211,950	402,394	404,319
Operating income (loss)	46,134	40,529	66,079	64,575
Latin America | Operating Segments
Segment Reporting Information [Line Items]
Net revenues	58,162	56,380	107,605	102,892
Operating income (loss)	$ 7,177	$ 10,831	$ 13,411	$ 16,832