- Q1 – (a) be very specific and (b) focus on products,
- Q2 – how do they determine credit losses,
- Q3 – provide journal entries so you need to identify both accounts and amounts, and
- Q5 – use average inventory.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________ Form 10-K ______________________________________________ (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-33202 ______________________________________________ UNDER ARMOUR, INC. (Exact name of registrant as specified in its charter) ______________________________________________ Maryland 52-1990078 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1020 Hull Street Baltimore, Maryland 21230 (410) 454-6428 (Address of principal executive offices) (Zip Code) (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock UAA New York Stock Exchange Class C Common Stock UA New York Stock Exchange (Title of each class) (Trading Symbols) (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☑ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ As of June 30, 2020, the last business day of our most recently completed second fiscal quarter, the aggregate market value of the registrant’s Class A Common Stock and Class C Common Stock held by non-affiliates was $1,827,569,777 and $2,007,651,870, respectively. As of January 31, 2021, there were 188,619,343 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 231,983,924 shares of Class C Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Under Armour, Inc.’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 13, 2021 are incorporated by reference in Part III of this Form 10-K. UNDER ARMOUR, INC. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART I. Forward Looking Statements 1 Item 1. Business General 2 Products 2 Marketing and Promotion 3 Sales and Distribution 4 Product Design and Development 6 Sourcing, Manufacturing and Quality Assurance 6 Inventory Management 6 Intellectual Property 7 Competition 7 Human Capital Management 8 Available Information 10 Information About Our Executive Officers 10 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 25 Item 2 Properties 26 Item 3 Legal Proceedings 26 Item 4 Mine Safety Disclosures 26 PART II. Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 6 Selected Financial Data 29 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 53 Item 8 Financial Statements and Supplementary Data 55 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 100 Item 9A. Controls and Procedures 100 Item 9B Other Information 103 PART III. Item 10. Directors, Executive Officers and Corporate Governance 102 Item 11 Executive Compensation 102 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13. Certain Relationships and Related Transactions, and Director Independence 102 Item 14. Principal Accountant Fees and Services 102 PART IV. Item 15. Exhibits and Financial Statement Schedules 103 Item 16 Form 10-K Summary N/A SIGNATURES 106 PART I Forward-Looking Statements Some of the statements contained in this Form 10-K 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 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, our plans to reduce our operating expenses, anticipated charges and restructuring costs, projected savings related to our restructuring plans and the timing thereof, 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,” “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-K 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors include without limitation: • the impact of the COVID-19 pandemic on our industry and our business, financial condition and results of operations; • changes in general economic or market conditions that could affect overall consumer spending or our industry; • increased competition causing us to lose market share or reduce the prices of our products or to increase significantly our marketing efforts; • fluctuations in the costs of raw materials and commodities we use in our products and our supply chain; • changes to the financial health of our customers; • our ability to successfully execute our long-term strategies; • our ability to effectively drive operational efficiency in our business and successfully execute any restructuring plans and realize their expected benefits; • our ability to effectively develop and launch new, innovative and updated products; • our ability to accurately forecast consumer shopping preferences and consumer demand for our products and manage our inventory in response to changing demands; • loss of key customers, suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; • 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; • 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; • 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 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. 1 The forward-looking statements contained in this Form 10-K reflect our views and assumptions only as of the date of this Form 10-K. 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. Throughout this Annual Report on Form 10-K: (i) the term "Fiscal 2021" means our fiscal year beginning on January 1, 2021 and ending December 31, 2021; (ii) the term “Fiscal 2020” means our fiscal year beginning on January 1, 2020 and ended December 31,2020; (iii) the term “Fiscal 2019” means our fiscal year beginning on January 1, 2019 and ended December 31, 2019; and (iv) the term “Fiscal 2018” means our fiscal year beginning on January 1, 2018 and ended December 31, 2018. Our Consolidated Financial Statements are presented in U.S. dollars. As used in this report, the terms “we,” “our,” “us,” “Under Armour” and the “Company” refer to Under Armour, Inc. and its subsidiaries unless the context indicates otherwise. ITEM 1. BUSINESS General Our principal business activities are the development, marketing and distribution of branded performance apparel, footwear and accessories for men, women and youth. The brand’s performance apparel and footwear