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
o
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from XXXXXXXXXXto
Commission File No XXXXXXXXXX
______________________________________________
UNDER ARMOUR, INC.
(Exact name of registrant as specified in its charter)
______________________________________________
Maryland XXXXXXXXXX
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employe
Identification No.)
1020 Hull Street
Baltimore, Maryland XXXXXXXXXX6428
(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 (§ XXXXXXXXXX
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
eporting under Section 404(b) of the Sa
anes-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 fo
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
anding 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 cu
ent 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
easonable, 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 thei
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
and awareness and consumer acceptance of our products in othe
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
and image;
• the availability, integration and effective operation of information systems and other technology, as well as any potential inte
uption
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 cu
ency 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 ou
profitability;
• risks related to data security or privacy
eaches; 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 occu
ence 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
anded performance apparel, footwear and
accessories for men, women and youth. The
and’s performance apparel and footwear