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目錄
美國
證券交易委員會
華盛頓特區20549
______________________________________
表單10-Q
______________________________________
（標記一）
☑根據1934年證券交易法第13或15(d)條規定的季度報告
截至季度結束日期的財務報告2024年9月30日
or
☐根據1934年證券交易法第13或15(d)條規定的過渡報告
第過渡期
委員會文件號 001-40368001-33202
______________________________________
ualogo013117a01.jpg
UNDER ARMOUR, INC。
(根據其章程規定的註冊人準確名稱)
______________________________________
馬里蘭州 52-1990078
（國家或其他管轄區的
公司成立或組織）		 （IRS僱主
唯一識別號碼）
1020 Hull Street
巴爾的摩, 馬里蘭州 21230
 
(410) 468-2512
（總部地址）（郵政編碼） （註冊人的電話號碼，包括區號）
在法案第12(b)條的規定下注冊的證券：
A類普通股UAA請使用moomoo賬號登錄查看New York Stock Exchange
C類普通股UA請使用moomoo賬號登錄查看New York Stock Exchange
(每個類的標題)(交易符號)如果是新興成長型公司，請按照證交會規定，在選中的複選標記中註明公司選擇不使用符合交易所法第13條的任何新的或修改後的財務會計準則的延長過渡期。

請勾選以下內容。申報人是否（1）在過去12個月內（或申報人需要報告這些報告的時間較短的期間內）已提交證券交易法規定的第13或15（d）條要求提交的所有報告；以及（2）過去90天內已被要求提交此類報告。    Yes  ☑    否  ☐
請用勾號表示，註冊人是否在過去的12個月（或者註冊人需要提交此類文件的更短期間內），已向根據S-t法規第405條規定要求提交和發佈的互動數據文件每份一次。Yes  ☑    否  ☐
請用複選標記指示註冊人是大型高速備案者、高速備案者、非加速備案者、較小報告公司還是新興增長公司。請參閱《交易所法》第120億2條中「大型高速備案者」、「高速備案者」、「較小報告公司」和「新興增長公司」的定義。
大型加速報告人☑加速文件申報人☐
非加速文件提交人☐更小的報告公司☐
新興成長公司☐
如果是新興成長型公司，在選中複選標記的同時，如果公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則，則表明該公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則。☐
用複選標記表明註冊人是否爲空殼公司（定義見《交易法》第12b-2條）。是的☐沒有 ☑
截至2024年10月31日，有 188,822,461 份A類普通股， 34,450,000 份b類可轉換普通股和 209,115,334 份C類普通股流通。




目錄
UNDER ARMOUR, INC。
10-Q表格季度報告
目錄

目錄
第一部分 財務信息
項目1.基本報表
安德瑪有限公司及其子公司
簡明合併資產負債表
(未經審計；以千爲單位，除每股數據外)
2024年9月30日酒精飲料銷售 $ 32,907 45.5％ $ 30,136 42.1％ $ 66,223
資產
流動資產
現金及現金等價物$530,701 $858,691 
應收賬款淨額（註釋3）
723,042 757,339 
存貨1,105,884 958,495 
預付費及其他流動資產，淨額210,109 289,157 
總流動資產2,569,736 2,863,682 
物業和設備淨值（附註4）
677,400 664,503 
經營租賃使用權資產（附註5）
415,386 434,699 
商譽（附註6）
495,029 478,302 
無形資產淨值（附註7）
6,092 7,000 
遞延所得稅（附註18）
241,502 221,033 
其他長期資產89,448 91,515 
資產總額$4,494,593 $4,760,734 
負債和股東權益
流動負債
長期債務的流動部分（附註9）
$— $80,919 
應付賬款562,582 483,731 
應計費用292,259 287,853 
客戶退款責任（注12）
144,983 139,283 
經營租賃責任（注5）
135,691 139,331 
其他流動負債45,614 34,344 
流動負債合計1,181,129 1,165,461 
長期負債，減少當前到期債務（注9）
594,592 594,873 
經營租賃負債，非流動（注5）
601,497 627,665 
其他長期負債132,174 219,449 
負債合計2,509,392 2,607,448 
股東權益（注11）
0.0000010.0003 1/3 面值； 400,000,000 於2024年9月30日和2024年3月31日授權的股票; 188,821,994 於2024年9月30日發行和流通的股份（2024年3月31日: 188,802,043)
63 63 
B類可轉換普通股，$0.0003 1/3面值; 34,450,000 於2024年9月30日和2024年3月31日授權、發行和流通的股份
11 11 
C類普通股，截至2024年6月30日和2023年12月31日，發行或流通的股數爲0.0003 1/3面值; 400,000,000 於2024年9月30日和2024年3月31日授權的股票; 209,057,637 截至2024年9月30日，已發行並流通的股票數量（2024年3月31日： 212,711,353)
69 70 
額外實收資本1,212,378 1,181,854 
保留盈餘864,027 1,048,411 
累計其他綜合收益(虧損)(91,347)(77,123)
股東權益合計1,985,201 2,153,286 
負債和股東權益合計$4,494,593 $4,760,734 
承諾和事項（註釋10）

詳見附註。
1
目錄
安德瑪公司及其子公司
簡明的彙總操作表
(未經審計；單位：千元，每股金額除外)
 截止到9月30日的三個月截至9月30日的六個月
2024202320242023
淨利潤（附註12）
$1,399,023 $1,566,674 $2,582,688 $2,883,639 
營業成本702,891 818,151 1,323,881 1,523,621 
毛利潤696,132 748,523 1,258,807 1,360,018 
銷售，總務及管理費用519,840 609,050 1,357,157 1,198,122 
重組費用（附註13）
3,212 — 28,298 — 
營業收支（虧損）173,080 139,473 (126,648)161,896 
利息收益（費用），淨額(1,747)(373)597 (1,999)
其他收入（費用）淨額(3,420)(6,104)(6,150)(12,164)
稅前收益（虧損）167,913 132,996 (132,201)147,733 
所得稅費用（受益）（附註18）
(2,136)28,436 3,013 32,764 
股權法投資收益（損失）333 151 170 (248)
$170,382 $104,711 $(135,044)$114,721 
A億和C普通股基本每股淨利潤（虧損）（附註19）
$0.39 $0.24 $(0.31)$0.26 
A億和C普通股攤薄每股淨利潤（虧損）（附註19）
$0.39 $0.23 $(0.31)$0.25 
加權平均普通股份類A億和C類未流通股份
基本432,225 443,525 433,950 444,195 
攤薄435,685 453,715 433,950 454,107 
詳見附註。
2
目錄
安德瑪公司及附屬公司
綜合收益（損失）的簡明合併報表
（未經審計; 單位：千美元）
 截止到9月30日的三個月截至9月30日的六個月
2024202320242023
$170,382 $104,711 $(135,044)$114,721 
其他全面收益（損失）：
外幣翻譯調整9,306 (12,631)(7,257)(8,078)
現金流量套期交易未實現收益（虧損），稅後盈利（費用）爲$6,295和$9,393），截至2024年和2023年九月三個月結束，分別爲$460和$2,208截至2024年9月30日和2023年的六個月淨利潤分別爲。
(28,797)26,486 (11,181)18,230 
公司內部外匯交易的損益4,978 (989)4,214 (9,371)
其他綜合收益（損失）總額(14,513)12,866 (14,224)781 
綜合收益（損失）$155,869 $117,577 $(149,268)$115,502 
詳見附註。
3
目錄
安德瑪公司及附屬公司
簡明綜合股東權益表
（未經審計；以千爲單位）
A班
普通股		B類
可轉換證券
普通股		C類
普通股		股東權益中的資本公積金留存收益
收益		累計其他綜合收益（損失）總計
股權
股份數量股份數量股份數量
截至2023年6月30日的餘額188,705 $63 34,450 $11 222,060 $73 $1,149,183 $905,212 $(79,927)$1,974,615 
爲考慮員工與基於股票補償安排相關的稅務義務而暫扣股份— — — — (32)— — (214)— (214)
購買普通股的特別稅— — — — — — (425)— — (425)
回購C類普通股 — — — — (7,616)(2)1,299 (51,297)— (50,000)
發行A類普通股，扣除被放棄部分20 — — — — — — — — — 
發行C類普通股，扣除沒收部分— — — — 277 — 911 — — 911 
股票補償費用— — — — — — 11,580 — — 11,580 
綜合收益（損失）— — — — — — — 104,711 12,866 117,577 
截至2023年9月30日的餘額188,725 $63 34,450 $11 214,689 $71 $1,162,548 $958,412 $(67,061)$2,054,044 
截至2023年3月31日的餘額188,705 $63 34,450 $11 221,347 $73 $1,136,536 $897,306 $(67,842)$1,966,147 
股份被扣除，以滿足員工股權激勵計劃相對於稅務義務的考慮— — — — (333)— — (2,318)— (2,318)
購買普通股的特別稅— — — — — — (425)— — (425)
回購C類普通股— — — — (7,616)(2)1,299 (51,297)— (50,000)
發行A類普通股，扣除沒收部分20 — — — — — — — — — 
發行C類普通股，扣除沒收部分— — — — 1,291 — 1,781 — — 1,781 
股票補償費用— — — — — — 23,357 — — 23,357 
綜合收益（損失）— — — — — — — 114,721 781 115,502 
截至2023年9月30日的餘額188,725 $63 34,450 $11 214,689 $71 $1,162,548 $958,412 $(67,061)$2,054,044 

















4
目錄
安德瑪公司及附屬公司
簡明綜合股東權益表
（未經審計；以千爲單位）
A班
普通股		B類
可轉換證券
普通股		C類
普通股		股東權益中的資本公積金留存收益
收益		累計其他綜合收益（損失）總計
股權
股份數量股份數量股份數量
2024年6月30日的餘額188,802 $63 34,450 $11 208,794 $69 $1,199,163 $694,100 $(76,834)$1,816,572 
以考慮員工稅務義務而暫扣股份，涉及基於股票的薪酬安排— — — — (61)— — (455)— (455)
發行A類普通股，扣除被沒收部分的淨額20 — — — — — — — — — 
發行C類普通股，扣除被沒收部分的淨額— — — — 325 — 671 — — 671 
股票補償費用— — — — — — 12,544 — — 12,544 
綜合收益（損失）— — — — — — — 170,382 (14,513)155,869 
2024年9月30日餘額188,822 $63 34,450 $11 209,058 $69 $1,212,378 $864,027 $(91,347)$1,985,201 
2024年3月31日的餘額188,802 $63 34,450 $11 212,711 $70 $1,181,854 $1,048,411 $(77,123)$2,153,286 
股份以考慮員工股權補償安排的稅收義務而被扣留— — — — (1,255)— — (8,399)— (8,399)
購買普通股的特別稅— — — — — — (200)— — (200)
回購C類普通股— — — — (5,940)(2)943 (40,941)— (40,000)
A類普通股發行（扣減騰讓部分）20 — — — — — — — — — 
C類普通股發行（扣減騰讓部分）— — — — 3,542 1 1,313 — — 1,314 
股票補償費用— — — — — — 28,468 — — 28,468 
綜合收益（損失）— — — — — — — (135,044)(14,224)(149,268)
2024年9月30日餘額188,822 $63 34,450 $11 209,058 $69 $1,212,378 $864,027 $(91,347)$1,985,201 
詳見附註。
5
目錄
安德瑪公司及附屬公司
基本報表
（未經審計; 單位：千美元）
 截至9月30日的六個月
20242023
經營活動現金流
$(135,044)$114,721 
調整淨利潤（虧損）以調解經營活動提供（使用）的淨現金
折舊和攤銷65,565 68,287 
未實現外幣匯率（收益）損失(14,535)21,145 
處置固定資產的損失2,598 696 
非現金重組和減值費用3,679 — 
債券溢價和發債成本的攤銷1,107 1,096 
以股票爲基礎的補償28,468 23,357 
延遲所得稅(6,400)(10,788)
準備金和撥款的變動(607)18,471 
經營性資產和負債變動:
應收賬款31,461 (51,327)
存貨(144,058)30,034 
預付款項和其他資產23,950 (13,421)
其他非流動資產9,428 47,671 
應付賬款73,733 (120,353)
應計費用及其他負債(107,102)(71,161)
客戶退款責任5,671 (11,244)
應付和應收所得稅(6,323)8,299 
經營活動產生的淨現金流量(168,409)55,483 
投資活動現金流量
購買固定資產(91,503)(75,384)
銷售MyFitnessPal平台50,000 45,000 
銷售MapMyFitness平台8,000 — 
收購UNLESS COLLECTIVE, Inc股份，扣除取得現金(9,788)— 
投資活動產生的淨現金流量(43,291)(30,384)
籌資活動現金流量
回購普通股(40,000)(50,000)
償還長期債務(80,919)— 
僱員爲支付所得稅而扣減股份稅款(8,399)(2,318)
行權股票期權和其他股票發行所得款1,314 1,781 
支付債務融資成本(1,388)— 
籌集資金的淨現金流量(129,392)(50,537)
匯率變動對現金、現金等價物及受限制資金的影響14,023 (28,671)
現金，現金等價物和受限現金淨增加（減少）(327,069)(54,109)
現金、現金等價物和受限制的現金
期初876,917 726,745 
期末$549,848 $672,636 
非現金投融資活動
財產和設備應計變動$1,974 $(10,333)

現金、現金等價物和受限制的現金的調節2024年9月30日2023年9月30日
現金及現金等價物$530,701 $654,885 
受限現金19,147 17,751 
現金、現金等價物和受限制的現金總額$549,848 $672,636 
詳見附註。
6
目錄
安德瑪公司及附屬公司
簡明合併財務報表附註
(未經審計；表格金額以千元計，除每股數據和每股數據外)

注意 1。業務和呈現基礎說明
按照我們所處的風險和不確定性的假設，結果和在本招股書或在任何文檔中引用的前瞻性陳述中討論的事件可能不會發生。投資者應謹慎對待這些前瞻性陳述，它們僅在本招股書或在文檔中通過引用作爲參考，其僅在本招股書或在文檔中通過引用作爲參考的文件的日期發表時存在。我們沒有任何義務，並明確聲明不承擔任何義務，更新或更改任何前瞻性陳述，無論是基於新信息、未來事件或其他原因。我們或代表我們行事的任何人作出的所有後續前瞻性陳述，都受到本節中所包含或所提到的警示性聲明的明確限制。
Under Armour, Inc.（及其全資附屬公司，以下簡稱"公司"）是一家開發、營銷和分銷品牌運動裝備、鞋類和配飾的公司。該公司開發的產品旨在讓運動員更出色，致力於激發您從未意識到需要並且無法想象生活中沒有的性能解決方案。該公司的產品在全球製造、銷售和穿着。
報告範圍
附表審計報告未經審計的簡明合併基本報表以美元表示，包括安德瑪公司及其全資子公司。按照《美國證券交易委員會》（"SEC"）和《美國通用會計準則》（"U.S. GAAP"）規定的規則和法規，年度財務報表中通常包含的特定信息在中期報表中予以壓縮或省略。據管理層意見，已包括爲了公正反映財務狀況和經營成果所需的一切正常和經常性調整。一經合併，公司間的內部往來款項和交易已被抵消。
2024年9月30日的未經審計的綜合資產負債表來源於公司截至2024年3月31日的年度報告Form 10-k中包含的經審計基本報表（「2024財年」），該報告於2024年5月29日向美國證券交易委員會提交（「2024財年10-k年度報告」），應與這些未經審計的基本報表一起閱讀。2024年9月30日結束的三個月和六個月的未經審計業績不一定代表截至2025年3月31日結束的財年（「2025財年」）或其它任何時段的業績。
重新分類
爲符合當期呈現，部分之前期比較數已重新分類。此類重新分類並不重大，不影響未經審計的基本報表。
先前發佈的基本報表修訂
根據公司2024財年在Form 10-k上披露的年度報告，公司發現並糾正了某些會計錯誤。根據會計準則法規（"ASC"）第250號主題，會計變更和錯誤更正，ASC 250-S99-1，評估重要性，以及ASC 250-S99-2，在量化當年財務報表中量化錯誤時考慮前一年誤報的影響，公司評估了先前發佈的合併財務報表是否因這些錯誤而實質性錯誤陳述。根據定量和定性因素的評估，公司認爲這些錯誤的影響不會分別或彙總地對先前報告的任何季度或年度期間構成實質性錯誤陳述。然而，公司修訂了先前發佈的年度合併財務報表以糾正這些錯誤。有關詳情，請參閱提交給SEC的2024財年5月29日提交的公司年度報告Form 10-k中包含的公司合併財務報表附註1。
以下表格詳細說明了公司對截至2023年9月30日三個月和六個月的未經審計的綜合經營報表以及截至2023年9月30日六個月的未經審計的現金流量表所做的修訂。本季度報告在表格10-Q中包含的未經審計的綜合財務報表和附註已經經過修訂以反映這些更正。

7
目錄
簡明合併利潤表
2023年9月30日止三個月2023年9月30日結束的六個月
（以千爲單位）728.3調整修訂後728.3調整As Revised
淨利潤$1,566,710 $(36)$1,566,674 $2,883,722 $(83)$2,883,639 
營業成本814,715 3,436 818,151 1,523,991 (370)1,523,621 
毛利潤751,995 (3,472)748,523 1,359,731 287 1,360,018 
銷售，總務及管理費用606,236 2,814 609,050 1,193,042 5,080 1,198,122 
營業收支（虧損）145,759 (6,286)139,473 166,689 (4,793)161,896 
利息收益（費用），淨額(373)— (373)(1,999)— (1,999)
其他收入（費用）淨額(6,429)325 (6,104)(12,814)650 (12,164)
稅前收益（虧損）138,957 (5,961)132,996 151,876 (4,143)147,733 
所得稅費用（收益） 29,494 (1,058)28,436 33,465 (701)32,764 
股權法投資收益（損失）151 — 151 (248)— (248)
$109,614 $(4,903)$104,711 $118,163 $(3,442)$114,721 
每股基本淨收益（虧損）$0.25 $(0.01)$0.24 $0.27 $(0.01)$0.26 
每股稀釋淨利潤(虧損)$0.24 $(0.01)$0.23 $0.26 $(0.01)$0.25 
基本報表
2023年9月30日結束的六個月
（以千爲單位）728.3調整修訂後
經營活動現金流
$118,163 $(3,442)$114,721 
調整淨利潤（虧損）以調解經營活動提供（使用）的淨現金
折舊和攤銷71,177 (2,890)68,287 
未實現外幣匯率（收益）損失21,145 — 21,145 
處置固定資產的損失696 — 696 
債券溢價和發債成本的攤銷1,096 — 1,096 
以股票爲基礎的補償23,357 — 23,357 
延遲所得稅(10,788)— (10,788)
準備金和撥款的變動18,471 — 18,471 
經營性資產和負債變動:
應收賬款(52,721)1,394 (51,327)
存貨33,270 (3,236)30,034 
預付款項和其他資產(10,934)(2,487)(13,421)
其他非流動資產49,659 (1,988)47,671 
應付賬款(120,353)— (120,353)
應計費用及其他負債(75,751)4,590 (71,161)
客戶退款責任(11,244)— (11,244)
應付和應收所得稅9,000 (701)8,299 
經營活動產生的淨現金流量64,243 (8,760)55,483 
投資活動現金流量
購買固定資產(84,144)8,760 (75,384)
銷售MyFitnessPal平台45,000 — 45,000 
投資活動產生的淨現金流量(39,144)8,760 (30,384)
籌資活動現金流量
籌集資金的淨現金流量(50,537)— (50,537)
匯率變動對現金、現金等價物及受限制資金的影響(28,671)— (28,671)
現金，現金等價物和受限現金淨增加（減少）(54,109)— (54,109)
現金、現金等價物和受限制的現金
期初727,726 (981)726,745 
期末$673,617 $(981)$672,636 
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管理層估計
符合美國通用會計原則的基本報表的編制要求管理層進行估計、判斷和假設，這些因素將影響資產和負債的報告金額以及在基本合併財務報表日期和報告期間內收入和支出的披露。這些估計、判斷和假設是進行持續評估的。公司的估計基於歷史經驗和各種其他假設，在當時認爲是合理的；然而，實際結果可能會與這些估計不符。
隨着主要全球事件的影響不斷髮展，關於未來事件及其影響的估計和假設無法確定，因此需要增加判斷。 主要事件的演變對公司的財務報表產生影響的程度將取決於多種因素，包括但不限於可能出現的有關這些主要事件嚴重程度的任何新信息以及世界各國政府可能採取的措施。 雖然公司相信根據本報告日期可獲得的事實和情況做出了適當的會計估計和假設，但公司可能會受到長遠對公司客戶及公司運營國家的影響。 請參閱公司2024財年第10-k表格上公司年度報告中第一部分第1A "風險因素"中討論的風險因素。

注意事項 2。最近的會計公告
最近通過的會計公告
公司評估了由財務會計準則委員會（"FASB"）發佈的所有會計準則更新（"ASUs"）的適用性和影響。2025財年上半年沒有采納任何ASUs。
供應商融資計劃
2022年9月，FASB發佈了ASU 2022-04《負債-供應商金融計劃（專題405-50）》（「ASU 2022-04」），要求各實體披露與購買貨品和服務相關的供應商金融計劃的關鍵條款，以及有關這些計劃下負債的信息，包括這些負債的前後變動。公司於2023年4月1日適用ASU 2022-04，採用追溯法，但至於相關負債前後變動要求的修正，將於2024年4月1日適用，並將對公司2025財年的10-K表格年度報告生效。採用此標準對公司的簡明合併財務報表沒有實質影響。請參考這些簡明合併財務報表的附註8，討論公司的供應鏈金融計劃。
最近發佈的會計準則
公司評估了所有最近發佈的ASUs，並且除了下文描述的部分外，確定它們要麼不適用，要麼預計對其簡明合併財務報表和相關披露沒有實質影響。
損益表費用的分項
2024年11月，FASb發佈了ASU 2024-03"收入表-彙報綜合收益-費用細目披露"("ASU 2024-03"),該標準要求披露某些成本和費用的細分，包括庫存採購、員工薪酬、折舊、攤銷和資源遞耗，在相關的利潤表標題內。ASU 2024-03適用於公司2028財年及此後的中期報告。允許提前採用。公司目前正在評估該ASU，以判斷其對公司合併財務報表及相關披露的影響。
所得稅
2023年12月，FASB發佈了ASU 2023-09《收入稅披露的改進》（"ASU 2023-09"），該標準要求擴大有關實體有效稅率和所支付所得稅的披露。ASU 2023-09適用於2024年12月15日後開始的財政年度，並應採用前瞻性方法。允許提前採納。公司目前正在評估此ASU，以判斷其對其合併基本財務報表和相關披露的影響。
可報告部門
2023年11月，FASB發佈了ASU 2023-07"報告細分披露的改進"("ASU 2023-07")，要求對實體的報告細分進行更詳細的披露。
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包括更加詳細的關於報告部門費用、中期部門利潤或損失，以及實體的首席經營決策者如何利用報告的部門利潤或損失信息來評估部門績效和分配資源。ASU 2023-07將於公司2025財年及此後的中期報告起生效。公司目前正在評估此ASU，以判斷其對綜合財務報表及相關披露的影響。

注意事項 3。壞賬準備
公司的壞賬準備金是根據截至2024年9月30日的可獲得信息建立的，包括對未來風險的合理和可支持的估計。 以下表格說明了公司壞賬準備金的活動：
壞賬準備金 - 應收賬款淨額內
2024年3月31日的餘額$14,994 
費用和支出的增加2,834 
沖銷淨額(149)
2024年9月30日餘額$17,679 

注意 4。固定資產淨額
不動產、廠房和設備包括以下項目:
截至2024年9月30日截至2024年3月31日
租賃權和承租人的改善$499,110 $495,181 
傢俱、固定設備和展示306,302 301,897 
建築68,230 68,230 
軟件280,890 350,811 
辦公設備140,597 139,223 
工廠設備178,294 178,316 
土地82,410 82,410 
施工中 (1)
236,712 175,960 
其他23,247 28,910 
資產和設備小計1,815,792 1,820,938 
累計折舊(1,138,392)(1,156,435)
資產和設備，淨值$677,400 $664,503 
(1) 主要的施工正在進行涉及施工公司辦公室、租賃改造和商店內的裝修以及尚未投入使用的裝置和展示的成本。

2024年9月30日結束的三個月和六個月的關於房地產和設備的折舊費用分別爲$32.31百萬美元和64.8百萬，分別爲(2013年9月30日結束的三個月和六個月: $33.21百萬美元和67.5百萬和$

注意事項 5.租賃
公司國內和國際之間簽訂營運租賃協議，租賃特定倉庫空間、辦公設施、品牌店和工廠店所需空間以及部分不可取消的設備。這些租約的到期日分佈在2038年之前的各個日期。截至2024年和2023年9月30日結束的三個月和六個月內，短期租賃付款並不重要。
租賃費用及其他信息
公司按照租賃期內的直線的方式確認租賃費用。不存在殘值擔保，並且租賃合同並未設定任何限制或契約。 下表說明了包括在銷售、總務和管理費用以及某些變量租賃成本。
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與僅用於轉租目的的租賃資產相關的成本已包含在公司簡明合併利潤表中的其他收入（費用）淨額中，具體區間如下：
截至9月30日的三個月截至9月30日的六個月
2024202320242023
運營租賃成本$37,667 $37,418 $75,460 $75,310 
可變租賃成本$28,039 $22,054 $49,540 $42,162 
正如先前披露的，歷史上，變量租賃成本主要是品牌和工廠店銷售相關的租金支付。表格中包括的往期金額已經修訂，還包括支付給出租方的其他非租賃元件。此外，此前誤將某些金額披露爲營業租賃成本的錯誤已經更正爲分類爲變量租賃成本。這種呈現方式變更沒有影響公司的綜合利潤表中記錄的總租賃相關成本。
公司向第三方租賃某些多餘的辦公設施和倉庫空間。截至2024年9月30日的三個月和六個月的轉租收入並不重要。
在下面所示的期間內，加權平均剩餘租賃期限和折現率分別如下：
截至2024年9月30日截至2024年3月31日
加權平均剩餘租賃期限（年）7.367.62
加權平均折扣率4.93 %4.95 %
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,
2024202320242023
Operating cash outflows from operating leases$46,257 $44,704 $92,846 $88,318 
Leased assets obtained in exchange for new operating lease liabilities$22,761 $16,079 $36,316 $21,459 
Maturity of Lease Liabilities
The following table presents the future minimum lease payments under the Company's operating lease liabilities as of September 30, 2024:
Fiscal year ending March 31,
2025 (six months ending)$87,424 
2026153,412 
2027130,530 
2028111,069 
202974,833 
2030 and thereafter314,522 
Total lease payments$871,790 
Less: Interest134,602 
Total present value of lease liabilities$737,188 
As of September 30, 2024, the Company has additional operating lease obligations that have not yet commenced of approximately $77.7 million, which are not reflected in the table above. This amount includes approximately $60.1 million relating to an agreement entered into during Fiscal 2024 with a new third-party logistics provider to operate a distribution center in the Netherlands, which has been assessed as containing a lease and is expected to commence in February 2026.

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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 EMEAAsia-PacificTotal
Balance as of March 31, 2024$301,371 $101,958 $74,973 $478,302 
Purchase of UNLESS COLLECTIVE, Inc (1)
9,784 — — 9,784 
Effect of currency translation adjustment— 4,635 2,308 6,943 
Balance as of September 30, 2024$311,155 $106,593 $77,281 $495,029 
(1) The goodwill is not expected to be deductible for tax purposes.

NOTE 7. INTANGIBLE ASSETS, NET
The following tables summarize the Company's intangible assets as of the periods indicated:
 Useful Lives from Date of Acquisitions (in years)As of September 30, 2024
Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Intangible assets subject to amortization:
Customer relationships
2-6
$9,026 $(6,709)$2,317 
Lease-related intangible assets
1-15
1,573 (1,511)62 
Total$10,599 $(8,220)$2,379 
Indefinite-lived intangible assets 3,713 
Intangible assets, net$6,092 

 Useful Lives from Date of Acquisitions (in years)As of March 31, 2024
Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Intangible assets subject to amortization:
Customer relationships
2-6
$8,609 $(5,708)$2,901 
Lease-related intangible assets
1-15
1,756 (1,677)79 
Total$10,365 $(7,385)$2,980 
Indefinite-lived intangible assets4,020 
Intangible assets, net$7,000 
Amortization expense, which is included in selling, general and administrative expenses, for the three and six months ended September 30, 2024 was $0.4 million and $0.7 million, respectively (three and six months ended September 30, 2023: $0.4 million and $0.7 million, respectively).
The following is the estimated future amortization expense for the Company's intangible assets as of September 30, 2024:
Fiscal year ending March 31,
2025 (six months ending)$836 
20261,534 
20279 
2028 and thereafter— 
Total amortization expense of intangible assets$2,379 

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NOTE 8. SUPPLY CHAIN FINANCE PROGRAM
The Company facilitates a supply chain finance program, administered through third party platforms, which provides participating suppliers with the opportunity to finance payments due from the Company with certain third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more invoices of the Company prior to their scheduled due dates at a discounted price with the participating financial institution.
The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the supplier’s decision to finance amounts under these arrangements. As such, the outstanding payment obligations under the Company’s supply chain financing program are included within Accounts Payable in the Condensed Consolidated Balance Sheets and within operating activities in the Condensed Consolidated Statement of Cash Flows.
The Company’s outstanding payment obligations under this program were $199.4 million as of September 30, 2024 (March 31, 2024: $159.4 million).

NOTE 9. CREDIT FACILITY AND OTHER LONG-TERM DEBT
The Company's outstanding debt consisted of the following:
As of
September 30, 2024		As of
March 31, 2024
1.50% Convertible Senior Notes due 2024
$— $80,919 
3.25% Senior Notes due 2026
600,000 600,000 
Total principal payments due600,000 680,919 
Unamortized debt discount on Senior Notes(433)(560)
Unamortized debt issuance costs - Convertible Senior Notes— (16)
Unamortized debt issuance costs - Senior Notes(920)(1,189)
Unamortized debt issuance costs - Credit facility(4,055)(3,362)
Total amount outstanding594,592 675,792 
Less:
Current portion of long-term debt:
1.50% Convertible Senior Notes due 2024
— 80,919 
Non-current portion of long-term debt$594,592 $594,873 
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 July 2024, the Company entered into the fifth amendment to the credit agreement (the credit agreement as amended, the "amended credit agreement" or the "revolving credit facility"). The amended credit agreement provides for an aggregate $1.1 billion of revolving credit commitments comprised of two tranches: (i) one tranche of $50 million that has a term that ends on December 3, 2026, and (ii) a second tranche of $1.05 billion that has a term that ends on December 3, 2027, in each case with permitted extensions under certain circumstances. As of September 30, 2024 and March 31, 2024, 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, 2024, $45.4 million of letters of credit were outstanding (March 31, 2024: $4.2 million).
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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. The Company was in compliance with the applicable covenants for the quarter ended September 30, 2024. In July 2024, the Company entered into an amendment to the credit agreement to exclude from the definition of consolidated EBITDA certain charges related to the settlement of the Company's Class Action Securities litigation described in Note 10 of these Condensed Consolidated Financial Statements.
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 implemented SOFR as the replacement for LIBOR as a benchmark interest rate for U.S. dollar borrowings (and analogous benchmark rate replacements for borrowings in Yen, 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 or Japanese Yen) 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, 2024, the commitment fee was 15.0 basis points.
1.50% Convertible Senior Notes
On June 1, 2024, the Company's previously outstanding $80.9 million aggregate principal amount of 1.50% convertible senior notes due 2024 (the "Convertible Senior Notes") matured. The Convertible Senior Notes bore interest at the fixed rate of 1.50% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2020. Upon maturity, the Company repaid the $80.9 million aggregate principal amount of the Convertible Senior Notes outstanding, plus $0.6 million of accrued interest, using cash on hand. No holders exercised their rights to convert prior to maturity.
3.25% Senior Notes
In June 2016, the Company issued $600.0 million aggregate principal amount of 3.25% senior unsecured notes due June 15, 2026 (the "Senior Notes"). The Senior Notes bear interest at the fixed rate of 3.25% per annum, 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, which 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, was $6.1 million and
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$11.7 million for the three and six months ended September 30, 2024, respectively (three and six months ended September 30, 2023: $5.5 million and $11.3 million, respectively).
Maturity of Long-Term Debt
The following are the scheduled maturities of long-term debt as of September 30, 2024:
Fiscal year ending March 31,
2025 (six months ending)$— 
2026— 
2027600,000 
2028 and thereafter— 
Total scheduled maturities of long-term debt$600,000 
Current maturities of long-term debt$— 
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 10. COMMITMENTS AND CONTINGENCIES
In connection with various contracts and agreements, the Company has agreed to indemnify counterparties against certain third party claims relating to the infringement of intellectual property rights and other items. Generally, such indemnification obligations do not apply in situations in which the counterparties are grossly negligent, engage in willful misconduct, or act in bad faith. Based on the Company’s historical experience and the estimated probability of future loss, the Company has determined that the fair value of such indemnifications is not material to its consolidated financial position or results of operations.
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 September 14, 2020, the District Court issued an order that, among other things, consolidated two additional securities cases into the Consolidated Securities Action.
The operative complaint (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.
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 District Court granted the plaintiffs' class certification motion. Discovery in the Consolidated Securities Action concluded on August 31, 2023. On October 2, 2023, the
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Company and Mr. Plank filed a motion for summary judgment seeking an order dismissing the Consolidated Securities Action with prejudice which motion was denied by the District Court on February 26, 2024.
On June 20, 2024, the defendants reached an agreement with the plaintiffs to enter into a settlement resolving the Consolidated Securities Action (the “Settlement”). Under the terms of the Settlement, the Company paid $434 million to the members of the class, which was funded using balance sheet cash together with $73 million of insurance proceeds and was deposited by the Company into a settlement fund escrow in August 2024. In addition, the Company agreed to two additional, non-monetary provisions, specifically to continue to separate the roles of Chair and Chief Executive Officer for a period of at least three years beginning on the date that the court order approving the settlement and dismissing the Consolidated Securities Action becomes final and non-appealable (the “Three-Year Period”), and that all restricted stock or restricted stock units granted by the Company to its Chief Executive Officer, Chief Financial Officer and Chief Legal Officer during the Three-Year Period include a performance-based vesting condition to be set by the Human Capital and Compensation Committee of the Company’s Board of Directors. In exchange, the plaintiffs and the Class will grant customary releases in favor of Defendants of all of their claims that were or could have been asserted in the Consolidated Securities Action.
On July 12, 2024, the parties executed a formal stipulation of settlement documenting the terms of the Settlement. On July 15, 2024, the plaintiffs filed an unopposed motion in the District Court seeking preliminary approval of the Settlement. On July 22, 2024, the District Court granted that motion and entered an order preliminarily approving the Settlement and scheduling a final approval hearing on November 7, 2024. On October 3, 2024, the plaintiffs filed a motion in the District Court seeking final approval of the Settlement. The deadline to file any objections to the Settlement was October 17, 2024, and that deadline passed without the filing of any such objections. On November 7, 2024, the District Court granted the plaintiffs’ motion for final approval of the Settlement.
By entering into the Settlement, the defendants in no way conceded or admitted liability for any of the claims that were or could have been asserted in the Consolidated Securities Action. The defendants expressly have denied and continue to deny each and all of the claims asserted in the Consolidated Securities Action, and entered into the Settlement to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, including the Consolidated Securities Action.
Consolidated Kenney Derivative Litigation
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 action 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 2016 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 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 the Baltimore Peninsula, an area of Baltimore previously referred to as 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 both of these purported stockholders were informed of that determination.
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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.
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 Kenney 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 Kenney Derivative Action.
On October 27, 2023, an additional purported stockholder derivative complaint was filed in Maryland state court by four purported stockholders, in a case captioned Viskovich, et al. v. Plank, et al. (the “Viskovich Action”). Prior to the filing of this complaint, each of the four 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 complaint. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims should not be pursued by the Company and these purported stockholders were informed of that determination. On March 20, 2024, the court issued an order (i) consolidating the Viskovich Action into the Consolidated Kenney 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 Kenney Derivative Action. The parties in the Consolidated Kenney Action and the Consolidated Paul Derivative Action (described below) have agreed to engage in private mediation in an effort to potentially resolve the claims in the two actions.
The Company believes that the claims asserted in the Consolidated Kenney 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.
Consolidated Paul Derivative Litigation
On January 27, 2021, the District Court entered an order consolidating for all purposes four separate stockholder derivative cases that previously had been filed in the court. On February 2, 2023, the District Court issued an order appointing Balraj Paul and Anthony Viskovich as lead plaintiffs (“Derivative Lead Plaintiffs”), appointing counsel for the Derivative Lead Plaintiffs as lead counsel, and recaptioning the consolidated case as Paul et al. v. Plank et al. (the “Consolidated Paul Derivative Action”). Prior to filing their derivative complaints, both of the Derivative Lead Plaintiffs 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 the Derivative Lead Plaintiffs were informed of that determination.
On March 16, 2023, the District Court issued an order granting a motion for voluntary dismissal without prejudice that had been filed by the plaintiff in one of the four derivative cases who had not been appointed as a lead plaintiff.
On April 24, 2023, the Derivative Lead Plaintiffs designated an operative complaint in the Consolidated Paul Derivative Action. The operative complaint named Mr. Plank, certain other current and former members of the Company's Board of Directors, and certain other current and former Company executives as defendants, and named the Company as a nominal defendant. It asserted 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; and (iv) the Company's supposed failure to timely disclose investigations by the SEC and DOJ. The operative complaint asserted breach of fiduciary duty and unjust enrichment claims against the defendants and asserted a contribution claim against certain defendants. The operative complaint sought damages on behalf of the Company and also sought certain corporate governance related actions.
The Company and the defendants filed a motion to dismiss the operative complaint on June 23, 2023. The District Court granted that motion on September 27, 2023, dismissing the Consolidated Paul Derivative Action without prejudice, due to lack of subject matter jurisdiction. Following that decision, Viskovich, one of the Derivative Lead Plaintiffs, filed the above-referenced Viskovich Action in Maryland State Court.
The other Derivative Lead Plaintiff, Paul, filed a motion in the District Court seeking reconsideration of the dismissal decision or leave to amend the operative complaint. On January 9, 2024, the District Court entered an
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order denying Paul's motion and ordering that the Consolidated Paul Derivative Action remained dismissed without prejudice.
In February 2024, Paul filed a notice of appeal to the U.S. Court of Appeals for the Fourth Circuit (the "Fourth Circuit") from the decisions by the District Court on September 27, 2023 and January 9, 2024. Briefing on the appeal began on April 24, 2024 and was completed as of July 22, 2024. No decision has been issued in the appeal, which remains pending before the Fourth Circuit. As described above, the parties in the Consolidated Kenney Action and the Consolidated Paul Derivative Action have agreed to engage in private mediation in an effort to potentially resolve the claims in the two actions.
The Company continues to believe that the claims asserted in the Consolidated Paul 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 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. Legal proceedings and other contingencies for which no accrual has been established are disclosed to the extent required by ASC Topic 450.
In connection with the matters described above and previously disclosed government investigations, the Company provided notice of claims under multiple director and officer liability insurance policy periods. While the Company’s director and officer insurance carriers from each policy period have funded a portion of the settlement amount, as previously disclosed, the Company remains in litigation with certain of its insurance carriers regarding coverage with respect to one of these policy periods. On March 26, 2024, the District Court issued a decision and order that obligated these insurance carriers to provide coverage. On April 25, 2024, the insurance carriers filed a motion for entry of judgment or leave to appeal the March 26, 2024 decision. The Company has opposed the insurance carriers’ motion, and briefing on the motion was completed on May 23, 2024. If the District Court’s decision is appealed by the insurance carriers and the appeals court were to reverse the District Court’s decision, the Company may be required to repay the settlement amount funded by the insurance carriers, as well as any defense costs from the Consolidated Securities Action paid by these carriers. $90 million of the insurance proceeds recognized as of September 30, 2024 remains subject to appeal by the insurance carriers.
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.
NOTE 11. 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, 2024. 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, President and Chief Executive Officer, 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
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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 has a par value of $0.0003 1/3 per share as of September 30, 2024. 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 May 15, 2024, 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 through May 31, 2027. 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 six months ended September 30, 2024, pursuant to the previously disclosed accelerated share repurchase transaction that the Company entered into in May 2024, the Company repurchased 5.9 million shares of Class C Common Stock, which were immediately retired. No shares were repurchased during the three months ended September 30, 2024.
During the three and six months ended September 30, 2023, the Company repurchased and immediately retired 7.6 million Class C Common Stock, under the Company's previously approved $500 million share repurchase program which was completed in December 2023. No shares were repurchased during the three months ended June 30, 2023.

NOTE 12. 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,
2024202320242023
Apparel$947,188 $1,070,401 $1,704,980 $1,895,014 
Footwear312,760 351,202 623,149 714,872 
Accessories116,381 113,933 208,926 211,795 
Net Sales1,376,329 1,535,536 2,537,055 2,821,681 
License revenues24,796 28,646 46,467 53,718 
Corporate Other(2,102)2,492 (834)8,240 
    Total net revenues$1,399,023 $1,566,674 $2,582,688 $2,883,639 


 Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Wholesale$825,993 $939,725 $1,506,506 $1,681,683 
Direct-to-consumer550,336 595,811 1,030,549 1,139,998 
Net Sales1,376,329 1,535,536 2,537,055 2,821,681 
License revenues24,796 28,646 46,467 53,718 
Corporate Other(2,102)2,492 (834)8,240 
    Total net revenues$1,399,023 $1,566,674 $2,582,688 $2,883,639 
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
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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, 2024		As of
March 31, 2024
Customer refund liability$144,983 $139,283 
Inventory associated with reserves for sales returns$31,447 $29,514 
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 (i) gift cards, which are included in accrued expenses on the Company's Condensed Consolidated Balance Sheets, and (ii) points associated with the loyalty programs and payments received in advance of revenue recognition for royalty arrangements, which are included in other current liabilities on the Company's Condensed Consolidated Balance Sheets.
The following table summarizes the change in the contract liabilities balance during the six months ended September 30, 2024, which primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.
Total Contract Liabilities
Balance as of March 31, 2024$26,322 
Revenues deferred25,893 
Revenues recognized (1)
(21,250)
Foreign exchange and other(4,042)
Balance as of September 30, 2024$26,923 
(1) Includes approximately $4.3 million of revenue from gift cards and subscriptions that was previously included in contract liabilities as of March 31, 2024. Loyalty points are not separately identifiable and therefore revenues recognized from the redemption of loyalty points consists of both points that were included in the liability balance at the beginning of the period and those that were issued during the period.

NOTE 13. RESTRUCTURING AND RELATED CHARGES
On May 15, 2024, the Company's Board of Directors approved a restructuring plan (the "2025 restructuring plan") designed to strengthen and support the Company's financial and operational efficiencies. On September 5, 2024, the Company’s Board of Directors approved a $70 million increase to the 2025 restructuring plan, resulting in an updated restructuring plan of approximately $140 million to $160 million of pre-tax restructuring and related charges to be incurred during Fiscal 2025 and the fiscal year ending March 31, 2026 ("Fiscal 2026"), including:
•Up to $75 million in cash-related charges, consisting of approximately $30 million in employee severance and benefits costs and $45 million related to various transformational initiatives; and
•Up to $85 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $78 million in facility, software, and other asset-related charges and impairments.
Restructuring and related charges are included in the Company's Corporate Other segment. The costs recorded during the three and six months ended September 30, 2024 were primarily North America related. The summary of these costs, as well as the Company's current estimates of the remaining amount expected to be incurred in connection with the 2025 restructuring plan is as follows:
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Estimated Restructuring and Related Charges (1)
Three Months Ended
September 30, 2024		Six Months Ended
September 30, 2024		Remaining to be incurredTotal to be incurred under plan
Costs recorded in restructuring charges:
Employee-related costs $1,393 $11,738 
Facility-related costs4,457 12,495 
Other restructuring costs (2)
(2,638)4,065 
Total costs recorded in restructuring charges$3,212 $28,298 $87,702 $116,000 
Costs recorded in selling, general and administrative expenses:
Employee related costs938 9,460 
Other transformation initiatives1,786 1,921 
Total costs recorded in selling, general and administrative expenses$2,724 $11,381 $32,619 $44,000 
Total restructuring and related charges$5,936 $39,679 $120,321 $160,000 
(1) Estimated restructuring and related charges reflect the high-end of the range of the total estimated charges expected to be incurred by the Company in connection with the 2025 restructuring plan.
(2) Includes a net gain of $5.3 million recognized during the three months ended September 30, 2024 resulting from the sale of the MapMyFitness platform.

Restructuring and related 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. The restructuring reserve is recorded within current and long-term liabilities on the Condensed Consolidated Balance Sheets. 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.
A summary of the activity in the restructuring reserve related to the Company's 2025 restructuring plan for the six months ended September 30, 2024 is as follows:
Employee Related CostsFacility Related CostsOther Restructuring Related Costs
Balance as of March 31, 2024$— $— $— 
Net additions (recoveries) charged to expense (1)
11,738 5,800 7,083 
Cash payments (10,666)(5,800)(6,953)
Foreign exchange and other(8)— — 
Balance as of September 30, 2024$1,064 $— $130 
(1) Amount excludes approximately $9.0 million of non-cash facility-related and other charges and a $5.3 million non-cash gain from the sale of the MapMyFitness platform.

NOTE 14. 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, 2024 of $2.5 million and $6.1 million, respectively (three and six months ended September 30, 2023: $3.4 million and $6.7 million, respectively).
In addition, the Company offers the Under Armour, Inc. Deferred Compensation Plan (the "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, 2024, the Deferred Compensation Plan obligations, which are
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included in other long-term liabilities on the Condensed Consolidated Balance Sheets, were $18.2 million (March 31, 2024: $16.2 million).
The Company established a Rabbi Trust to fund obligations to participants in the Deferred Compensation Plan. As of September 30, 2024, the assets held in the Rabbi Trust were trust owned life insurance ("TOLI") policies with cash-surrender values of $9.0 million (March 31, 2024: $9.1 million). These assets are consolidated and are included in other long-term assets on the Condensed Consolidated Balance Sheets.
Refer to Note 16 of these Condensed Consolidated Financial Statements for a discussion of the fair value measurements of the assets held in the Rabbi Trust and the Deferred Compensation Plan obligations.

NOTE 15. STOCK BASED COMPENSATION
The Under Armour, Inc. Fourth 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 2033. As of September 30, 2024, 8.3 million Class A shares and 28.1 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, 2024 was $11.0 million and $25.4 million, respectively (three and six months ended September 30, 2023: $10.0 million and $20.3 million, respectively). As of September 30, 2024, the Company had $73.8 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.24 years. The unrecognized expense does not include any expense related to performance-based restricted stock unit awards for which the performance targets have been deemed improbable as of September 30, 2024. 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. 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 1.0 million deferred stock units outstanding as of September 30, 2024.
Employee Stock Purchase Plan
The Company's Employee Stock Purchase Plans (the "ESPPs") allow 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 ESPPs. As of September 30, 2024, 2.7 million Class A shares and 2.4 million Class C shares are available for future purchases under the ESPPs. During the three and six months ended September 30, 2024, 0.1 million and 0.2 million Class C shares, respectively, were purchased under the ESPPs (three and six months ended September 30, 2023: 0.2 million and 0.3 million, respectively).
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Awards granted to Certain Marketing and Other 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 and other partners in connection with their entering into endorsement or other service agreements with the Company. 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, 2024 was $1.8 million and $3.7 million, respectively (three and six months ended September 30, 2023: $2.4 million and $4.7 million, respectively). As of September 30, 2024, the Company had $67.7 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 9.82 years.
Summary by Award Classification:
Stock Options
A summary of the Company's stock options activity for the six months ended September 30, 2024 is presented below:
Number
of Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Total
Intrinsic
Value
Outstanding at March 31, 2024
1,578 $19.44 3.82$— 
Granted, at fair market value— — — — 
Exercised— — — — 
Forfeited— — — — 
Outstanding at September 30, 2024
1,578 $19.44 3.32$— 
Options exercisable at September 30, 2024
1,578 $19.44 3.32$— 

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, 2024 is presented below: 
Number of
Restricted Shares
Weighted Average
Grant Date Fair Value
Outstanding at March 31, 2024
20,776 $8.58 
Granted9,109 6.31 
Forfeited(2,917)7.54 
Vested(3,531)9.40 
Outstanding at September 30, 2024
23,437 $7.72 
The awards outstanding at September 30, 2024 in the table above includes 2.3 million of performance-based restricted stock units with financial performance conditions that were awarded to certain executives and key employees under the 2005 Plan. The performance-based restricted stock units with financial performance conditions awarded during Fiscal 2025, Fiscal 2024 and Fiscal 2023 have a weighted average fair value of $6.85, $6.93 and $9.13, respectively, and have vesting that is tied to the achievement of certain annual revenue and operating income targets.
As of September 30, 2024, the Company deemed the achievement of the targets for the performance-based restricted stock units granted during Fiscal 2024 and Fiscal 2023 to be improbable and as such no stock-based compensation expense was recorded during the three and six months ended September 30, 2024.
As of September 30, 2024, the Company deemed the achievement of the targets for the performance-based restricted stock units awarded during the Fiscal 2025 to be probable and recorded stock-based compensation expense of $0.9 million and $1.3 million, for the three and six months ended September 30, 2024, respectively.
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The Company assesses the probability of the achievement of the revenue and operating income targets at the end of each reporting period and based on that assessment cumulative adjustments may be recorded in future periods.
The awards outstanding at September 30, 2024 in the table above also include 2.0 million of performance-based restricted stock units awarded to the Company's President and CEO under the 2005 plan during Fiscal 2025 that are based on market performance conditions. The performance-based restricted stock units based on market conditions have a weighted average fair value of $4.13 and have vesting that is tied to the achievement of certain stock price targets for the Company's Class C Common Stock. The fair value of these awards was determined on the grant date using a Monte Carlo simulation model. The Company recorded $0.5 million and $0.7 million of compensation expense related to these awards during the three and six months ended September 30, 2024, respectively.

NOTE 16. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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.
Financial assets and liabilities measured at fair value on a recurring basis
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, 2024March 31, 2024
Level 1Level 2Level 3Level 1Level 2Level 3
Derivative foreign currency contracts (see Note 17)
$— $(21,944)$— $— $(4,643)$— 
TOLI policies held by the Rabbi Trust (see Note 14)
$— $8,992 $— $— $9,105 $— 
Deferred Compensation Plan obligations (see Note 14)
$— $(18,158)$— $— $(16,151)$— 
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 Deferred Compensation Plan, which represent the underlying liabilities to participants. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants' selected investments.
Fair value of Long-Term Debt
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, 2024, the fair value of the Senior Notes was $582.1 million (March 31, 2024: $569.1 million).
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Assets and liabilities measured at fair value on a non-recurring basis
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 17. 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, 2024, the Company has hedge instruments primarily for:
•British Pound/U.S. Dollar;
•Euro/U.S. Dollar;
•U.S. Dollar/Chinese Renminbi;
•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 16 of these Condensed Consolidated Financial Statements for a discussion of the fair value measurements.
Balance Sheet ClassificationSeptember 30, 2024March 31, 2024
Derivatives designated as hedging instruments under ASC 815
Foreign currency contractsOther current assets$7,959 $10,477 
Foreign currency contractsOther long-term assets1,266 2,760 
Total derivative assets designated as hedging instruments$9,225 $13,237 
Foreign currency contractsOther current liabilities$24,339 $17,761 
Foreign currency contractsOther long-term liabilities6,868 1,171 
Total derivative liabilities designated as hedging instruments$31,207 $18,932 
Derivatives not designated as hedging instruments under ASC 815
Foreign currency contractsOther current assets$104 $559 
Total derivative assets not designated as hedging instruments$104 $559 
Foreign currency contractsOther current liabilities$66 $600 
Total derivative liabilities not designated as hedging instruments$66 $600 

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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,
2024202320242023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues$1,399,023 $(3,229)$1,566,674 $1,071 $2,582,688 $(3,154)$2,883,639 $5,546 
Cost of goods sold$702,891 $(410)$818,151 $(523)$1,323,881 $(3,571)$1,523,621 $(229)
Interest income (expense), net$(1,747)$(9)$(373)$(9)$597 $(18)$(1,999)$(18)
Other income (expense), net$(3,420)$— $(6,104)$— $(6,150)$— $(12,164)$— 

The following tables present the amounts affecting the Condensed Consolidated Statements of Comprehensive Income (Loss) from derivatives designated as cash flow hedges:
Balance as of
June 30, 2024		Amount of gain (loss) recognized in other comprehensive income (loss) on derivativesAmount of gain (loss) reclassified from other comprehensive income (loss) into incomeBalance as of
September 30, 2024
Foreign currency contracts$12,797 $(38,740)$(3,639)$(22,304)
Interest rate swaps(413)— (9)(404)
Total designated as cash flow hedges$12,384 $(38,740)$(3,648)$(22,708)
Balance as of
March 31, 2024		Amount of gain (loss) recognized in other comprehensive income (loss) on derivativesAmount of gain (loss) reclassified from other comprehensive income (loss) into incomeBalance as of
September 30, 2024
Foreign currency contracts$(10,645)$(18,384)$(6,725)$(22,304)
Interest rate swaps(422)— (18)(404)
Total designated as cash flow hedges$(11,067)$(18,384)$(6,743)$(22,708)
Balance as of
June 30, 2023		Amount of gain (loss) recognized in other comprehensive income (loss) on derivativesAmount of gain (loss) reclassified from other comprehensive income (loss) into incomeBalance as of
September 30, 2023
Foreign currency contracts$(20,214)$36,418 $548 $15,656 
Interest rate swaps(449)— (9)(440)
Total designated as cash flow hedges$(20,663)$36,418 $539 $15,216 
Balance as of
March 31, 2023		Amount of gain (loss) recognized in other comprehensive income (loss) on derivativesAmount of gain (loss) reclassified from other comprehensive income (loss) into incomeBalance as of
September 30, 2023
Foreign currency contracts$(4,764)$25,737 $5,317 $15,656 
Interest rate swaps(458)— (18)(440)
Total designated as cash flow hedges$(5,222)$25,737 $5,299 $15,216 

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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,
2024202320242023
TotalAmount of Gain (Loss) on Fair Value Hedge ActivityTotalAmount of Gain (Loss) on Fair Value Hedge ActivityTotalAmount of Gain (Loss) on Fair Value Hedge ActivityTotalAmount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net$(3,420)$3,541 $(6,104)$(2,259)$(6,150)$4,592 $(12,164)$(4,571)
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 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, 2024, the aggregate notional value of the Company's outstanding cash flow hedges was $1,094.6 million (March 31, 2024: $1,199.1 million), 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 9 of these 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, 2024, the total notional value of the Company's outstanding undesignated derivative instruments was $504.3 million (March 31, 2024: $449.0 million).
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 18. 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 the Company's year-to-date earnings, 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 earnings in the loss jurisdiction. Income tax provision for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.
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The effective rates for income taxes were (1.3)% and 21.4% for the three months ended September 30, 2024 and 2023, respectively. The decrease in the Company's effective tax rate was primarily driven by the proportion of earnings subject to tax in the U.S. as compared to foreign jurisdictions in each period and the Fiscal 2025 impact of U.S. losses on foreign earnings subject to tax in the United States.
The effective rates for income taxes were (2.3)% and 22.2% for the six months ended September 30, 2024 and 2023, respectively. The decrease in the Company's effective tax rate was primarily driven by the proportion of earnings subject to tax in the U.S. as compared to foreign jurisdictions in each period and the Fiscal 2025 impact of U.S. losses on foreign earnings subject to tax in the United States.
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 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. As of September 30, 2024, for U.S. states and certain foreign taxing jurisdictions, the Company believe the weight of the negative evidence continues to outweigh the positive evidence regarding the realization of these deferred tax assets and have maintained a valuation allowance against these assets. The Company will continue to evaluate its ability to realize its net deferred tax assets on a quarterly basis.

NOTE 19. EARNINGS PER SHARE
The following represents a reconciliation from basic net income (loss) per share to diluted net income (loss) per share:
Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Numerator
Net income (loss) - Basic$170,382 $104,711 $(135,044)$114,721 
Interest on Convertible Senior Notes due 2024, net of tax (1)(2)
— 225 — 450 
Net income (loss) - Diluted$170,382 $104,936 $(135,044)$115,171 
Denominator
Weighted average common shares outstanding Class A, B and C - Basic432,225 443,525 433,950 444,195 
Dilutive effect of Class A, B, and C securities (1)
3,460 1,948 — 1,670 
Dilutive effect of Convertible Senior Notes due 2024 (1)(2)
— 8,242 — 8,242 
Weighted average common shares and dilutive securities outstanding Class A, B, and C435,685 453,715 433,950 454,107 
Class A and Class C securities excluded as anti-dilutive (3)
12,064 13,793 15,022 18,193 
Basic net income (loss) per share of Class A, B and C common stock$0.39 $0.24 $(0.31)$0.26 
Diluted net income (loss) per share of Class A, B and C common stock$0.39 $0.23 $(0.31)$0.25 
(1) Effects of potentially dilutive securities are presented only in periods in which they are dilutive. No stock options, restricted stock units, or effects from the Convertible Senior Notes due 2024 are included in the computation of diluted earnings per share during periods when the Company is in the net loss position, as their effect would be anti-dilutive.
(2) The Company's Convertible Senior Notes matured on June 1, 2024. Upon maturity, the Company repaid the approximately $80.9 million aggregate principal amount of the Convertible Senior Notes outstanding using cash on hand. Refer to Note 9 of these Condensed Consolidated Financial Statements for additional details.
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(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 20. 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, 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 items from its segment profitability measures. The Company reports these items within Corporate Other, which is designed to provide increased transparency and comparability of the Company's operating segments' performance. Corporate Other consists primarily of (i) 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; (ii) restructuring and restructuring related charges, if any; (iii) certain foreign currency hedge gains and losses; and (iv) operating results from the MapMyFitness digital platform, which was sold during the three months ended September 30, 2024.
The following tables summarize the Company's net revenues and operating income (loss) by its geographic segments. Intercompany balances were eliminated in consolidation and are not reviewed when evaluating segment performance.
Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Net revenues
North America$863,345 $991,357 $1,572,605 $1,817,962 
EMEA283,178 287,091 510,070 513,732 
Asia-Pacific207,661 232,065 389,497 434,297 
Latin America46,941 53,669 111,350 109,408 
Corporate Other(2,102)2,492 (834)8,240 
Total net revenues$1,399,023 $1,566,674 $2,582,688 $2,883,639 


Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Operating income (loss)
North America$217,259 $211,071 $365,148 $371,785 
EMEA51,595 38,826 72,051 68,605 
Asia-Pacific34,214 54,608 44,149 70,006 
Latin America12,171 13,615 27,342 19,392 
Corporate Other (1)
(142,159)(178,647)(635,338)(367,892)
    Total operating income (loss)173,080 139,473 (126,648)161,896 
Interest income (expense), net(1,747)(373)597 (1,999)
Other income (expense), net(3,420)(6,104)(6,150)(12,164)
    Income (loss) before income taxes$167,913 $132,996 $(132,201)$147,733 
(1) Results for the three and six months ended September 30, 2024, include $(13) million and $261 million, respectively, of litigation expense, net of insurance proceeds, related to the settlement of the Class Action Securities litigation. Refer to Note 10 of these Condensed Consolidated Financial Statements for additional details.

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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, which include the revisions for the previously disclosed accounting corrections, and in our Annual Report on Form 10-K for Fiscal 2024, filed with the Securities Exchange Commission ("SEC") on May 29, 2024, 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 three and six months ended September 30, 2024 with the three and six months ended September 30, 2023, unless otherwise noted.

FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Quarterly Report on 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 future financial condition or results of operations, our prospects and strategies for future growth, expectations regarding promotional activities, freight, product cost pressures and foreign currency impacts, the impact of global economic conditions and inflation on our results of operations, our liquidity and use of capital resources, the development and introduction of new products, the implementation of our marketing and branding strategies, the future benefits and opportunities from significant investments and the impact of litigation or other proceedings. 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 Quarterly Report on 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 2024. These factors include without limitation:
•changes in general economic or market conditions, including increasing inflation, that could affect overall consumer spending or our industry;
•increased competition causing us to lose market share or reduce the prices of our products or to increase our marketing efforts significantly;
•fluctuations in the costs of raw materials and commodities we use in our products and our supply chain (including labor);
•our ability to successfully execute our long-term strategies;
•our ability to effectively drive operational efficiency in our business;
•changes to the financial health of our customers;
•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;
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•our ability to successfully execute any potential restructuring plans and realize their expected benefits;
•our ability to comply with existing trade and other regulations, and the potential impact of new trade, tariff and tax regulations on our profitability;
•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 conflicts;
•the impact of global or regional public health emergencies on our industry and our business, financial condition and results of operations, including impacts on the global supply chain;
•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 attract key talent and retain the services of our senior management and other key employees;
•our ability to effectively meet regulatory requirements and stakeholder expectations with sustainability and social matters;
•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 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;
•risks related to data security or privacy breaches;
•our ability to remediate the material weaknesses discussed elsewhere in this Quarterly Report on Form 10-Q; and
•our potential exposure to and the financial impact of litigation and other proceedings, including those legal proceedings discussed elsewhere in this Quarterly Report on Form 10-Q.
The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our views and assumptions only as of the date of this Quarterly Report on 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. We plan to continue to grow our business over the long term through increased sales of our apparel, footwear and accessories; growth in our direct-to-consumer sales channel; and expansion of our wholesale distribution. We believe that achievement of our long-term growth objectives depends, in part, on our ability to execute strategic initiatives in key areas including our wholesale, footwear, women’s and direct-to-consumer businesses. Additionally, our digital strategy is focused on supporting these long-term objectives, emphasizing connection and engagement with our consumers through multiple digital touchpoints.
Quarterly Results
During the three months ended September 30, 2024, we continued to face a challenging retail environment, particularly in North America, that included lower demand in our wholesale channel, in addition to the impacts of
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proactive strategies to reduce discounting and promotional activity in our direct-to-consumer channel, particularly in e-commerce. We also faced a challenging retail environment in our Asia-Pacific region.
Financial highlights for three months ended September 30, 2024 as compared to three months ended September 30, 2023 include:
•Total net revenues decreased 10.7%.
•Within our channels, wholesale revenue decreased 12.1% and direct-to-consumer revenue decreased 7.6%.
•Within our product categories, apparel revenue decreased 11.5%, footwear revenue decreased 10.9%, and accessories revenue increased 2.1%.
•Net revenue decreased 12.9% in North America, decreased 1.4% in EMEA, decreased 10.5% in Asia-Pacific and decreased 12.5% in Latin America.
•Gross margin increased 200 basis points to 49.8%.
•Selling, general and administrative expenses decreased 14.6%.
2025 Restructuring Plan
On May 15, 2024, our Board of Directors approved a restructuring plan (the "2025 restructuring plan") designed to strengthen and support our financial and operational efficiencies. On September 5, 2024, our Board of Directors approved a $70 million increase to the 2025 restructuring plan, resulting in an updated restructuring plan of approximately $140 million to $160 million of pre-tax restructuring and related charges to be incurred during Fiscal 2025 and the fiscal year ending March 31, 2026 ("Fiscal 2026"), including:
•Up to $75 million in cash-related charges, consisting of approximately $30 million in employee severance and benefits costs and $45 million related to various transformational initiatives; and
•Up to $85 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $78 million in facility, software, and other asset-related charges and impairments.
Restructuring and related charges are included in our Corporate Other segment. The costs recorded during the three and six months ended September 30, 2024 were primarily North America related. The summary of these costs, as well as our current estimate of the remaining amounts expected to be incurred in connection with the 2025 restructuring plan is as follows:
Estimated Restructuring and Related Charges (1)
Three Months Ended
September 30, 2024		Six Months Ended
September 30, 2024		Remaining to be incurredTotal to be incurred under plan
Costs recorded in restructuring charges:
Employee-related costs $1,393 $11,738 
Facility-related costs4,457 12,495 
Other restructuring costs (2)
(2,638)4,065 
Total costs recorded in restructuring charges$3,212 $28,298 $87,702 $116,000 
Costs recorded in selling, general and administrative expenses:
Employee related costs938 9,460 
Other transformation initiatives1,786 1,921 
Total costs recorded in selling, general and administrative expenses$2,724 $11,381 $32,619 $44,000 
Total restructuring and related charges$5,936 $39,679 $120,321 $160,000 
(1) Estimated restructuring and related charges reflect the high-end of the range of the total estimated charges expected to be incurred in connection with the 2025 restructuring plan.
(2) Includes a net gain of $5.3 million recognized during the three months ended September 30, 2024 resulting from the sale of the MapMyFitness platform.

Restructuring charges and recoveries require us 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
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to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate, as new or updated information becomes available.
Effects of Inflation and Other Global Events
Macroeconomic factors, such as inflationary pressures and fluctuations in foreign currency exchange rates, have and may continue to impact our business. We continue to monitor these factors and the potential impacts they may have on our financial results, including product input costs, freight costs and consumer discretionary spending and therefore consumer demand for our products. We also continue to monitor the broader impacts of conflicts around the world on the 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 impact our sales, profitability, results of operations 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 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 2024.
RESULTS OF OPERATIONS
During Fiscal 2024, we identified and corrected certain accounting errors, primarily related to cost of goods sold and selling, general and administrative expenses on the Consolidated Statement of Operations, as well as corresponding impacts to our other Consolidated Financial Statements. The impacts of these revisions were not material to our previously filed financial statements. Information presented in the tables below for the three and six months ended September 30, 2023 have been revised to reflect these corrections. See Note 1 of these Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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:
(In thousands)Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Net revenues$1,399,023 $1,566,674 $2,582,688 $2,883,639 
Cost of goods sold702,891 818,151 1,323,881 1,523,621 
Gross profit696,132 748,523 1,258,807 1,360,018 
Selling, general and administrative expenses519,840 609,050 1,357,157 1,198,122 
Restructuring charges3,212 — 28,298 — 
Income (loss) from operations173,080 139,473 (126,648)161,896 
Interest income (expense), net(1,747)(373)597 (1,999)
Other income (expense), net(3,420)(6,104)(6,150)(12,164)
Income (loss) before income taxes167,913 132,996 (132,201)147,733 
Income tax expense (benefit)(2,136)28,436 3,013 32,764 
Income (loss) from equity method investments333 151 170 (248)
Net income (loss)$170,382 $104,711 $(135,044)$114,721 

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Three Months Ended September 30,Six Months Ended September 30,
(As a percentage of net revenues)2024202320242023
Net revenues100.0 %100.0 %100.0 %100.0 %
Cost of goods sold50.2 %52.2 %51.3 %52.8 %
Gross profit49.8 %47.8 %48.7 %47.2 %
Selling, general and administrative expenses37.2 %38.9 %52.5 %41.5 %
Restructuring charges0.2 %— %1.1 %— %
Income (loss) from operations12.4 %8.9 %(4.9)%5.6 %
Interest income (expense), net(0.1)%— %— %(0.1)%
Other income (expense), net(0.2)%(0.4)%(0.2)%(0.4)%
Income (loss) before income taxes12.0 %8.5 %(5.1)%5.1 %
Income tax expense (benefit)(0.2)%1.8 %0.1 %1.1 %
Income (loss) from equity method investments— %— %— %— %
Net income (loss)12.2 %6.7 %(5.2)%4.0 %
Revenues
Net revenues consist of net sales and license revenues. 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)20242023Change ($)Change (%)20242023Change ($)Change (%)
Net Revenues by Product Category
Apparel$947,188 $1,070,401 $(123,213)(11.5)%$1,704,980 $1,895,014 $(190,034)(10.0)%
Footwear312,760 351,202 (38,442)(10.9)%623,149 714,872 (91,723)(12.8)%
Accessories116,381 113,933 2,448 2.1 %208,926 211,795 (2,869)(1.4)%
Net Sales1,376,329 1,535,536 (159,207)(10.4)%2,537,055 2,821,681 (284,626)(10.1)%
License revenues24,796 28,646 (3,850)(13.4)%46,467 53,718 (7,251)(13.5)%
Corporate Other (1)
(2,102)2,492 (4,594)(184.3)%(834)8,240 (9,074)(110.1)%
    Total net revenues$1,399,023 $1,566,674 $(167,651)(10.7)%$2,582,688 $2,883,639 $(300,951)(10.4)%
Net Revenues by Distribution Channel
Wholesale$825,993 $939,725 $(113,732)(12.1)%$1,506,506 $1,681,683 $(175,177)(10.4)%
Direct-to-consumer550,336 595,811 (45,475)(7.6)%1,030,549 1,139,998 (109,449)(9.6)%
Net Sales1,376,329 1,535,536 (159,207)(10.4)%2,537,055 2,821,681 (284,626)(10.1)%
License revenues24,796 28,646 (3,850)(13.4)%46,467 53,718 (7,251)(13.5)%
Corporate Other (1)
(2,102)2,492 (4,594)(184.3)%(834)8,240 (9,074)(110.1)%
    Total net revenues$1,399,023 $1,566,674 $(167,651)(10.7)%$2,582,688 $2,883,639 $(300,951)(10.4)%
(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.

Net Sales
Net sales decreased by $159.2 million, or 10.4%, to $1,376.3 million during the three months ended September 30, 2024, from $1,535.5 million during the three months ended September 30, 2023. Apparel decreased primarily due to lower unit sales. Footwear decreased primarily due to lower unit sales and lower average selling prices. Accessories increased primarily due to higher unit sales, partially offset by unfavorable channel mix and lower average selling prices. From a channel perspective, the decrease in net sales was due to a decrease in both wholesale and direct-to-consumer.
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Net sales decreased by $284.6 million, or 10.1%, to $2,537.1 million during the six months ended September 30, 2024, from $2,821.7 million during the six months ended September 30, 2023. Apparel decreased primarily due to lower unit sales, partially offset by higher average selling prices. Footwear decreased primarily due to lower unit sales. Accessories decreased primarily due to unfavorable channel mix. From a channel perspective, the decrease in net sales was due to a decrease in both wholesale and direct-to-consumer.
License Revenues
License revenues decreased by $3.9 million or 13.4%, to $24.8 million during the three months ended September 30, 2024, from $28.6 million during the three months ended September 30, 2023. This was primarily due to lower revenues from our licensing partners in North America.
License revenues decreased by $7.3 million or 13.5%, to $46.5 million during the six months ended September 30, 2024, from $53.7 million during the six months ended September 30, 2023. This was primarily due to lower revenues from our licensing partners in North America and our Japanese licensee.
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. 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 $20.8 million and $38.3 million for the three and six months ended September 30, 2024, respectively (three and six months ended September 30, 2023: $20.7 million and $39.1 million, respectively).
Gross profit decreased by $52.4 million to $696.1 million during the three months ended September 30, 2024, as compared to $748.5 million during the three months ended September 30, 2023. Gross profit as a percentage of net revenues, or gross margin, increased to 49.8% from 47.8%. This increase in gross margin of 200 basis points was primarily driven by favorable impacts of approximately 120 basis points from supply chain benefits, due mainly to lower product costs, 50 basis points from favorable channel mix, and 40 basis of pricing benefits from lower levels of discounting and promotions within our direct-to-consumer channel and lower markdowns in our wholesale channel. These favorable impacts were partially offset by 10 basis points from unfavorable changes in foreign currency and regional mix.
Gross profit decreased by $101.2 million to $1,258.8 million during the six months ended September 30, 2024, as compared to $1,360.0 million during the six months ended September 30, 2023. Gross profit as a percentage of net revenues, or gross margin, increased to 48.7% from 47.2%. This increase in gross margin of 150 basis points was primarily driven by favorable impacts of 130 basis points from supply chain benefits related to lower product and freight costs and lower inventory reserves, approximately 40 basis points of pricing benefits from lower levels of discounting and promotions within our direct-to-consumer channel, partially offset by unfavorable impacts of approximately 50 basis points from changes in foreign currency.
We expect the trends listed above to continue through the remainder of Fiscal 2025, but to a lesser extent.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist of costs related to marketing, selling, product innovation and supply chain, and corporate services. We consolidate our selling, general and administrative expenses into two primary categories: marketing and other. The other category is the sum of our selling, product innovation and supply chain, and corporate services categories. The marketing category consists primarily of sports and brand marketing, media, and retail presentation. Sports and brand marketing includes professional, club and collegiate sponsorship agreements, individual athlete and influencer agreements, and providing and selling products directly to teams and individual athletes. Media includes digital, broadcast, and print media outlets, including social and mobile media. Retail presentation includes sales displays and concept shops and depreciation expense specific to our in-store fixture programs. Our marketing costs are an important driver of our growth.
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Three Months Ended September 30,Six Months Ended September 30,
(In thousands)20242023Change ($)Change (%)20242023Change ($)Change (%)
Selling, General and Administrative Expenses$519,840 $609,050 $(89,210)(14.6)%$1,357,157 $1,198,122 $159,035 13.3 %
Selling, general and administrative expenses decreased by $89.2 million, or 14.6%, during three months ended September 30, 2024 as compared to three months ended September 30, 2023. Within selling, general and administrative expense:
•Marketing costs decreased $29.2 million or 18.8%, due to a reduction in marketing activities during the period. As a percentage of net revenues, marketing costs decreased to 9.0% from 9.9%.
•Other costs decreased $60.1 million or 13.2%, primarily due to higher recovery of insurance proceeds and lower salaries expense. The insurance proceeds received include $27.0 million of recoveries related to legal expenses from prior fiscal years and $13.0 million of recoveries related to the settlement of the Consolidated Securities Action as discussed in Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. As a percentage of net revenues, other costs decreased to 28.2% from 29.0%.
As a percentage of net revenues, selling, general and administrative expenses decreased to 37.2% during the three months ended September 30, 2024 as compared to 38.9% during the three months ended September 30, 2023.
Selling, general and administrative expenses increased by $159.0 million, or 13.3%, during six months ended September 30, 2024 as compared to six months ended September 30, 2023. Within selling, general and administrative expense:
•Marketing costs decreased $47.8 million or 16.2%, due to a reduction in marketing activities during the period. As a percentage of net revenues, marketing costs decreased to 9.6% from 10.2%.
•Other costs increased $206.9 million or 22.9%, primarily driven by higher litigation expense, which includes a recovery of insurance proceeds. The insurance proceeds received include $73.0 million of recoveries related to the settlement of the Consolidated Securities Action as discussed in Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and $27.0 million of recoveries related to legal expenses from prior fiscal years. Additionally, other costs increased due to transformational charges recorded in connection with the 2025 restructuring plan. See Note 13 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. As a percentage of net revenues, other costs increased to 43.0% from 31.3%. These increases were partially offset by lower salaries expenses and lower selling and distribution expenses.
As a percentage of net revenues, selling, general and administrative expenses increased to 52.5% during the six months ended September 30, 2024 as compared to 41.5% during the six months ended September 30, 2023.
Restructuring Charges
On May 15, 2024, our Board of Directors approved a restructuring plan designed to strengthen and support our financial and operational efficiencies. Restructuring charges within our operating expenses primarily consist of employee severance and benefit costs, various transformational initiatives and facility, software and other asset-related charges and impairments.
Three Months Ended September 30,Six Months Ended September 30,
(In thousands)20242023Change ($)Change (%)20242023Change ($)Change (%)
Restructuring charges$3,212 $— $3,212 100.0 %$28,298 $— $28,298 100.0 %
Restructuring charges increased by $3.2 million during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 primarily due to $1.4 million of employee-related charges and $4.5 million of facility-related charges, partially offset by $2.6 million of other restructuring-related recoveries.
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Restructuring charges increased by $28.3 million during the six months ended September 30, 2024 compared to the six months ended September 30, 2023 primarily due to $11.7 million of employee-related charges, $12.5 million of facility-related charges, and $4.1 million of other restructuring charges.
See Note 13 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
Interest Income (Expense), net
Interest income (expense), net is primarily comprised of interest income earned on our cash and cash equivalents, offset by interest incurred on our debt facilities. See Note 9 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
Three Months Ended September 30,Six Months Ended September 30,
(In thousands)20242023Change ($)Change (%)20242023Change ($)Change (%)
Interest income (expense), net$(1,747)$(373)$(1,374)(368.4)%$597 $(1,999)$2,596 129.9 %
Interest expense, net increased by $1.4 million to $1.7 million during the three months ended September 30, 2024, primarily due to a decrease in interest income.
Interest income, net increased by $2.6 million to $0.6 million during the six months ended September 30, 2024, primarily due to an increase in interest income.
Other Income (Expense), net
Other income (expense), net generally consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments, and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Other income (expense), net also includes earn-out income recorded in connection with the sale of the MyFitnessPal platform and rent expense relating to lease assets held solely for sublet purposes, primarily the lease related to our New York City, 5th Avenue location.
Three Months Ended September 30,Six Months Ended September 30,
(In thousands)20242023Change ($)Change (%)20242023Change ($)Change (%)
Other income (expense), net$(3,420)$(6,104)$2,684 44.0 %$(6,150)$(12,164)$6,014 49.4 %
Other expense, net decreased by $2.7 million to $3.4 million during the three months ended September 30, 2024, primarily due to a net gain from on foreign currency hedges.
Other expense, net decreased by $6.0 million to $6.2 million during the six months ended September 30, 2024, primarily due to a net gain from on foreign currency hedges.
Income Tax Expense (Benefit)
Three Months Ended September 30,Six Months Ended September 30,
(In thousands)20242023Change ($)Change (%)20242023Change ($)Change (%)
Income tax expense (benefit)$(2,136)$28,436 $(30,572)(107.5)%$3,013 $32,764 $(29,751)(90.8)%
Income tax expense decreased $30.6 million to a benefit of $2.1 million during the three months ended September 30, 2024 from income tax expense of $28.4 million during the three months ended September 30, 2023. For the three months ended September 30, 2024, our effective tax rate was (1.3)% compared to 21.4% for the three months ended September 30, 2023. The decrease in our effective tax rate was primarily driven by the proportion of earnings subject to tax in the U.S. as compared to foreign jurisdictions in each period and the Fiscal 2025 impact of U.S. losses on foreign earnings subject to tax in the United States.
Income tax expense decreased $29.8 million to $3.0 million during the six months ended September 30, 2024 from income tax expense of $32.8 million during the six months ended September 30, 2023. For the six months ended September 30, 2024, our effective tax rate was (2.3)% compared to 22.2% for the six months ended September 30, 2023. The decrease in our effective tax rate was primarily driven by the proportion of earnings subject to tax in the U.S. as compared to foreign jurisdictions in each period and the Fiscal 2025 impact of U.S. losses on foreign earnings subject to tax in the United States.
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SEGMENT RESULTS OF OPERATIONS
Our operating segments are based on how our Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and assessing performance. Our segments are defined by geographic regions, including North America, EMEA, Asia-Pacific and Latin America.
We exclude certain corporate items from our segment profitability measures. We report these items within Corporate Other, which is designed to provide increased transparency and comparability of our operating segments' performance. Corporate Other consists primarily of (i) general and administrative expenses not allocated to an operating segment, including expenses associated with centrally managed departments such as global marketing, global IT, global supply chain and innovation, and other corporate support functions; (ii) restructuring and restructuring related charges, if any; (iii) certain foreign currency hedge gains and losses; and (iv) operating results from the MapMyFitness digital platform, which was sold during the three months ended September 30, 2024.
The net revenues and operating income (loss) associated with our segments are summarized in the following tables.
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Net Revenues
Three Months Ended September 30,
(In thousands)20242023Change ($)Change (%)
North America$863,345 $991,357 $(128,012)(12.9)%
EMEA283,178 287,091 (3,913)(1.4)%
Asia-Pacific207,661 232,065 (24,404)(10.5)%
Latin America46,941 53,669 (6,728)(12.5)%
Corporate Other (1)
(2,102)2,492 (4,594)(184.3)%
Total net revenues$1,399,023 $1,566,674 $(167,651)(10.7)%
(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.

The decrease in total net revenues for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, was driven by the following:
•Net revenues in our North America region decreased by $128.0 million, or 12.9%, to $863.3 million from $991.4 million. This was driven by a decrease in both our wholesale channel and our direct-to-consumer channel as well as a decrease in licensing revenues. Within our direct-to-consumer channel, net revenues decreased in both e-commerce and owned and operated retail stores.
•Net revenues in our EMEA region decreased by $3.9 million, or 1.4%, to $283.2 million from $287.1 million. This was driven by a decrease in our wholesale channel partially offset by an increase in our direct-to-consumer channel. Within our direct-to-consumer channel, net revenues increased in both e-commerce and owned and operated retail stores.
•Net revenues in our Asia-Pacific region decreased by $24.4 million, or 10.5%, to $207.7 million from $232.1 million. This was driven by a decrease in both our direct-to-consumer channel and our wholesale channel. Within our direct-to-consumer channel, net revenues decreased in both e-commerce and owned and operated retail stores.
•Net revenues in our Latin America region decreased by $6.7 million, or 12.5%, to $46.9 million from $53.7 million. This was driven by a decrease in our wholesale channel partially offset by an increase in our direct-to-consumer channel. Within our direct-to-consumer channel, net revenues increased in both e-commerce and owned and operated retail stores. Net revenues in our Latin America region were also negatively impacted by changes in foreign exchange rates.
•Net revenues in our Corporate Other non-operating segment decreased by $4.6 million to $(2.1) million from $2.5 million. This was primarily driven by foreign currency hedge losses related to revenues generated by entities within our operating segments.
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Operating Income (Loss)
Three Months Ended September 30,
(In thousands)20242023Change ($)Change (%)
North America$217,259 $211,071 $6,188 2.9 %
EMEA51,595 38,826 12,769 32.9 %
Asia-Pacific34,214 54,608 (20,394)(37.3)%
Latin America12,171 13,615 (1,444)(10.6)%
Corporate Other (1)
(142,159)(178,647)36,488 20.4 %
Total operating income (loss)$173,080 $139,473 $33,607 24.1 %
(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. Corporate Other also includes expenses related to our central supporting functions.
The increase in total operating income for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, was primarily driven by the following:
•Operating income in our North America region increased by $6.2 million to $217.3 million from $211.1 million. This was primarily due to lower marketing-related and selling and distribution expenses, partially offset by a decrease in gross profit. The decrease in gross profit was primarily driven by lower net revenues as discussed above, partially offset by lower product input costs.
•Operating income in our EMEA region increased by $12.8 million to $51.6 million from $38.8 million. This was primarily due to lower marketing-related expenses and an increase in gross profit. The increase in gross profit was primarily driven by lower product input costs.
•Operating income in our Asia-Pacific region decreased by $20.4 million to $34.2 million from $54.6 million. This was primarily due to a decrease in gross profit and higher marketing-related and selling and distribution expenses. The decrease in gross profit was primarily driven by lower net revenues as discussed above, partially offset by inventory returns.
•Operating income in our Latin America region decreased by $1.4 million to $12.2 million from $13.6 million. This was primarily due to a decrease in gross profit, partially offset by lower marketing-related and selling and distribution expenses. The decrease in gross profit was primarily driven by lower net revenues as discussed above.
•Operating loss in our Corporate Other non-operating segment decreased by $36.5 million to $142.2 million from $178.6 million. This was primarily due to higher recovery of insurance proceeds, which included $27.0 million of recoveries related to legal expenses from prior fiscal years and $13.0 million of recoveries related to the settlement of the Consolidated Securities Action as discussed in Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. This was partially offset by an increase in restructuring charges as a result of charges incurred under the 2025 restructuring plan as discussed above.

Six Months Ended September 30, 2024 Compared to Six Months Ended September 30, 2023
Net Revenues
Six Months Ended September 30,
(In thousands)20242023Change ($)Change (%)
North America$1,572,605 $1,817,962 $(245,357)(13.5)%
EMEA510,070 513,732 (3,662)(0.7)%
Asia-Pacific389,497 434,297 (44,800)(10.3)%
Latin America111,350 109,408 1,942 1.8 %
Corporate Other (1)
(834)8,240 (9,074)(110.1)%
Total net revenues$2,582,688 $2,883,639 $(300,951)(10.4)%
(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.

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The decrease in total net revenues for the six months ended September 30, 2024, compared to the six months ended September 30, 2023, was driven by the following:
•Net revenues in our North America region decreased by $245.4 million, or 13.5%, to $1,572.6 million from $1,818.0 million. This was driven by a decrease in both our wholesale channel and our direct-to-consumer channel as well as a decrease in licensing revenues. Within our direct-to-consumer channel, net revenues decreased in both e-commerce and owned and operated retail stores.
•Net revenues in our EMEA region decreased by $3.7 million, or 0.7%, to $510.1 million from $513.7 million. This was driven by a decrease in our wholesale channel, partially offset by an increase in our direct-to-consumer channel. Within our direct-to-consumer channel, net revenues increased in both e-commerce and owned and operated retail stores.
•Net revenues in our Asia-Pacific region decreased by $44.8 million, or 10.3%, to $389.5 million from $434.3 million. This was driven by a decrease in both our direct-to-consumer channel and our wholesale channel. Within our direct-to-consumer channel, net revenues decreased in both e-commerce and owned and operated retail stores. 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 $1.9 million, or 1.8%, to $111.4 million from $109.4 million. This was driven by an increase in our direct-to-consumer channel, partially offset by a decrease in our wholesale channel. Within our direct-to-consumer channel, net revenues increased in both e-commerce and owned and operated retail stores. Net revenues in our Latin America region were also negatively impacted by changes in foreign exchange rates.
•Net revenues in our Corporate Other non-operating segment decreased by $9.1 million to $(0.8) million from $8.2 million. This was primarily driven by foreign currency hedge losses related to revenues generated by entities within our operating segments.
Operating Income (Loss)
Six Months Ended September 30,
(In thousands)20242023Change ($)Change (%)
North America$365,148 $371,785 $(6,637)(1.8)%
EMEA72,051 68,605 3,446 5.0 %
Asia-Pacific44,149 70,006 (25,857)(36.9)%
Latin America27,342 19,392 7,950 41.0 %
Corporate Other (1)
(635,338)(367,892)(267,446)(72.7)%
Total operating income (loss)$(126,648)$161,896 $(288,544)(178.2)%
(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. Corporate Other also includes expenses related to our central supporting functions.

The decrease in total operating income for the six months ended September 30, 2024, compared to the six months ended September 30, 2023, was primarily driven by the following:
•Operating income in our North America region decreased by $6.6 million to $365.1 million from $371.8 million. This was primarily due to a decrease in gross profit, partially offset by lower marketing-related, selling and distribution expenses. The decline in gross profit was primarily driven by lower net revenues as discussed above, partially offset by lower product input costs.
•Operating income in our EMEA region increased by $3.4 million to $72.1 million from $68.6 million. This was primarily due to an increase in gross profit, partially offset by higher non-salaried wage, marketing-related and facility-related expenses. The increase in gross profit was primarily driven by lower product input costs.
•Operating income in our Asia-Pacific region decreased by $25.9 million to $44.1 million from $70.0 million. This was primarily due to a decrease in gross profit, partially offset by lower bad debt expenses. The decline in gross profit was primarily driven by lower net revenues as discussed above.
•Operating income in our Latin America region increased by $8.0 million to $27.3 million from $19.4 million. This was primarily due to an increase in gross profit and lower marketing-related expenses. The increase in gross profit was primarily driven by higher net revenues as discussed above and lower product input costs.
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•Operating loss in our Corporate Other non-operating segment increased by $267.4 million to $635.3 million from $367.9 million. This was primarily due to higher litigation expense, which includes a recovery of insurance proceeds. The insurance proceeds received include $73.0 million of recoveries related to the settlement of the Consolidated Securities Action as discussed in Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and $27.0 million of recoveries related to legal expenses from prior fiscal years. In addition, restructuring charges increased as a result of charges incurred under the 2025 restructuring plan as discussed above.

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, including construction of our new global headquarters, 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, we strive to enhance our inventory performance by focusing on adding discipline around product purchasing, reducing production lead time and improving planning and execution for selling excess inventory through our Factory House stores and other liquidation channels.
As of September 30, 2024, we had approximately $530.7 million of cash and cash equivalents. In August 2024, we utilized a combination of our cash on hand and insurance proceeds to fund the settlement of the Class Action litigation into an escrow account in accordance with the terms of the preliminary settlement agreement. See Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details. 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 further described below, in May 2024, our Board of Directors authorized a new share repurchase program pursuant to which we are authorized to repurchase a total of $500 million of our Class C Common Stock through May 2027.
If there are unexpected material impacts to our business in future periods from global or regional public health emergencies or other global macroeconomic factors, we may consider additional alternatives, including further reducing our expenditures, changing our investment strategies, reducing compensation costs, including through temporary reductions in pay and layoffs, limiting certain marketing and capital expenditures, and negotiating, extending or delaying payment terms with our customers and vendors. 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 and could require us to take certain of the liquidity preserving actions described above.
Our Annual Report on Form 10-K for Fiscal 2024 noted that we will continue to permanently reinvest our non-U.S. subsidiaries’ cumulative undistributed earnings of $1.5 billion, as well as future earnings from our foreign subsidiaries, to fund international growth and operations. During the first quarter of Fiscal 2025, we evaluated the undistributed earnings of our foreign subsidiaries and determined to repatriate a portion of these earnings. In connection with this evaluation, we recognized approximately $500 million of prior and current year earnings that are no longer considered to be indefinitely reinvested. We expect to incur approximately $0.4 million of income tax
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expense, net of valuation allowances, related to the repatriation of these earnings. The remainder of our prior and current year undistributed foreign earnings will continue to be indefinitely reinvested to fund international growth and operations. As the majority of such earnings have been previously subject to U.S. federal tax, additional taxes due including currency gains or losses, capital gains, foreign withholding taxes, and U.S. federal and state taxes are not expected to be material.
Refer to our "Risk Factors" section included in Part I, Item 1A of our Annual Report on Form 10-K for Fiscal 2024.
Share Repurchase Program
On May 15, 2024, 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 through May 31, 2027. 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, our financial condition, results of operations, liquidity and other factors.
During the six months ended September 30, 2024, pursuant to the previously disclosed accelerated share repurchase transaction entered into in May 2024, we repurchased 5.9 million shares of Class C Common Stock, which were immediately retired. No shares were repurchased during the three months ended September 30, 2024.
During the three and six months ended September 30, 2023, we repurchased and immediately retired 7.6 million Class C Common Stock, under our previously approved $500 million share repurchase program which was completed in December 2023. No shares were repurchased during the three months ended June 30, 2023.
Cash Flows
The following table presents the major components of our cash flows provided by and used in operating, investing and financing activities for the periods presented:
Six Months Ended September 30,
(In thousands)20242023Change ($)
Net cash provided by (used in):
Operating activities$(168,409)$55,483 $(223,892)
Investing activities(43,291)(30,384)(12,907)
Financing activities(129,392)(50,537)(78,855)
Effect of exchange rate changes on cash and cash equivalents14,023 (28,671)42,694 
Net increase (decrease) in cash and cash equivalents$(327,069)$(54,109)$(272,960)
Operating Activities
Cash flows from operating activities decreased by $223.9 million, as compared to six months ended September 30, 2024, primarily driven by an increase from changes in working capital of $68.3 million, offset by a decrease in net income before the impact of non-cash items of $292.2 million.
The changes in working capital were due to the following inflows:
•$194.1 million from changes in accounts payable;
•$82.8 million from changes in accounts receivable;
•$37.4 million from changes in prepaid expenses and other current assets; and
•$16.9 million from changes in customer refund liabilities.
These inflows were partially offset by the following working capital outflows:
•$174.1 million from changes in inventories;
•$38.2 million from changes in other non-current assets;
•$35.9 million from changes in accrued expenses and other liabilities; and
•$14.6 million from changes in income taxes payable and receivable, net.

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Investing Activities
Cash flows used in investing activities increased by $12.9 million, as compared to the six months ended September 30, 2023. This was primarily due to an increase in capital expenditures and the acquisition of UNLESS COLLECTIVE, Inc. These outflows were partially offset a higher earn-out collected in connection with the sale of the MyFitnessPal platform and the proceeds from the sale of the MapMyFitness platform.
Total capital expenditures during the six months ended September 30, 2024 were $91.5 million, or approximately 4% of net revenues, representing a $16.1 million increase from $75.4 million during the six months ended September 30, 2023. Our long-term operating principle for capital expenditures is to spend 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, including our new global headquarters in the Baltimore Peninsula, an area of Baltimore, Maryland. During the six months ended September 30, 2024, we incurred capital expenditures of $64.9 million relating to the construction of our new global headquarters. As previously disclosed, our plans for our new headquarters have been designed 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. A portion of our capital expenditures include investments incorporating sustainable and intelligent building design features into this facility.
Financing Activities
Cash flows used in financing activities increased by $78.9 million, as compared to the six months ended September 30, 2023. During the six months ended September 30, 2024, we repaid the $80.9 million aggregate principal amount of the Convertible Senior Notes outstanding using cash on hand. Additionally, we paid $40.0 million to repurchase shares of our Class C Common Stock through accelerated share repurchase transactions during the six months ended September 30, 2024. During the six months ended September 30, 2023, we paid $50.0 million to repurchase shares of our Class C Common Stock through accelerated share repurchase transactions. 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 July 2024, we entered into the fifth amendment to the credit agreement (the credit agreement as amended, the "amended credit agreement" or the "revolving credit facility"). The amended credit agreement provides for an aggregate $1.1 billion of revolving credit commitments comprised of two tranches: (i) one tranche of $50 million that has a term that ends on December 3, 2026, and (ii) a second tranche of $1.05 billion that has a term that ends on December 3, 2027, in each case with permitted extensions under certain circumstances. As of September 30, 2024 and March 31, 2024, 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, 2024, $45.4 million of letters of credit were outstanding (March 31, 2024: $4.2 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.
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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, 2024, we were in compliance with the applicable covenants. In July 2024, we entered into an amendment to the credit agreement to exclude from the definition of consolidated EBITDA certain charges related to the settlement of the Class Action Securities litigation described in Note 10 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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 implemented SOFR as the replacement for LIBOR as a benchmark interest rate for U.S. dollar borrowings (and analogous benchmark rate replacements for borrowings in Yen, 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, Euro or Japanese Yen) 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%). 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, 2024, the commitment fee was 15.0 basis points.
1.50% Convertible Senior Notes
On June 1, 2024, our previously outstanding $80.9 million aggregate principal amount of 1.50% convertible senior notes due 2024 (the "Convertible Senior Notes") matured. The Convertible Senior Notes bore interest at the fixed rate of 1.50% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning December 1, 2020. Upon maturity, we repaid the $80.9 million aggregate principal amount of the Convertible Senior Notes outstanding, plus $0.6 million of accrued interest, using cash on hand. No holders exercised their rights to convert prior to maturity.
3.25% Senior Notes
In June 2016, we issued $600.0 million aggregate principal amount of 3.25% senior unsecured notes due June 15, 2026 (the "Senior Notes"). The Senior Notes bear interest at the fixed rate of 3.25% per annum, 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 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.
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Refer to Note 2 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for Fiscal 2024, 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 March 31, 2024. For a discussion of our exposure to market risk, refer to Part II, Item 7A. of our Annual report on Form 10-K for Fiscal 2024.

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below.
Material Weaknesses in Internal Control Over Financial Reporting
As previously reported in the Company's Annual Report on Form 10-K for Fiscal 2024, we identified material weaknesses in our internal control over financial reporting. We did not design and maintain effective controls over certain aspects of the period-end financial reporting process, including the review and execution of certain balance sheet account reconciliations. Additionally, we did not design and maintain effective controls over the classification and presentation of general ledger accounts in the appropriate financial statement line items within the consolidated financial statements.
Although these material weaknesses did not result in a material misstatement of our consolidated financial statements, these material weaknesses resulted in immaterial errors in our consolidated interim and annual financial statements for Fiscal 2024, Fiscal 2023, the Transition Period and Fiscal 2021. Additionally, until we remediate these material weaknesses, they could result in material misstatements to our interim or annual consolidated financial statements that would not be prevented or detected on a timely basis.
Remediation Progress for the Material Weaknesses
With respect to the material weaknesses, management, under the oversight of the Audit Committee, is in the process of designing appropriate internal controls specific to the impacted areas. While we have taken steps to implement our remediation plan, these material weaknesses will not be considered fully remediated until we complete the design and implementation of the applicable controls, and they operate for a sufficient period of time and management has concluded through testing that the controls are operating effectively. We are committed to continuing to improve our internal control over financial reporting, and as we continue to evaluate and work to improve our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
As described above, we are taking steps to remediate the material weakness in our internal control over financial reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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 10 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 2024. 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 Company did not repurchase any of its Class C Common Stock during the three months ended September 30, 2024 under the three-year $500 million share repurchase program authorized by the Company's Board of Directors in May 2024. See Note 11 to our Condensed Consolidated Financial Statements for details.
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced ProgramApproximately Dollar Value of Shares that May Yet be Purchased Under the Program
(in millions)
07/01/2024 to 07/31/2024— $— — $460.0 
08/01/2024 to 08/31/2024— $— — $460.0 
09/01/2024 to 09/30/2024— $— — $460.0 

ITEM 5. OTHER INFORMATION
(c)
During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.











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ITEM 6. EXHIBITS
Exhibit
No.
 
Amendment No. 5, dated July 3, 2024, to the Amended and Restated Credit Agreement, dated March 8, 2019, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto.
Separation Agreement between the Company and Jim Dausch dated August 30, 2024, including General Release.*
Section 302 Chief Executive Officer Certification.
Section 302 Chief Financial Officer Certification.
Section 906 Chief Executive Officer Certification.
Section 906 Chief Financial Officer Certification.
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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 7, 2024

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