We generate net revenues from the sale of our products globally to national, regional, independent and specialty wholesalers and distributors. We also generate net revenue from the sale of our products through our direct to consumerdirect-to-consumer sales channel, which includes our brandowned Brand and factory houseFactory House stores and e-commerce websites. In addition, we generate net revenuesWe plan to continue to grow our business over the long-term through product licensing and digital fitness subscriptions and digital advertising on our Connected Fitness applications. A large majorityincreased sales of our products are soldapparel, footwear and accessories; expansion of our wholesale distribution; growth in North America; however weour direct-to-consumer sales channel; and expansion in international markets. We believe that our products appeal to athletes and consumers with active lifestyles around the globe.

Our product offerings consist of apparel, footwear and accessories for men, women and youth. We market our products at multiple price levels and provide consumers with products that we believe are a superior alternative to traditionalnon-performance-oriented athletic products. In 2018,Fiscal 2021, sales of apparel, footwear and accessories represented 67%

Our apparel is offered in a variety of styles and fits intended to enhance comfort and mobility, support active movement, regulate body temperature and improve performance regardless of weather conditions. Our apparel is engineered to replace traditional non-performance fabrics in the world of athletics and fitness applications with performance alternativesinnovation and technologies designed and merchandised with a variety of innovativevarious techniques and gearlines.styles. Our primary gearlines are marketed to tell a very simple story about our highly technical products and extend across the sporting goods, outdoor and active lifestyle markets. We market our apparel for consumers to choose HEATGEAR® when it is hot and COLDGEAR® when it is cold. Within each gearline our apparel comes in three primary fit types: compression (tight fit), fitted (athletic fit) and loose (relaxed)(relaxed fit).

These types of innovations and technologies, embedded in many of our apparel products, include: COLDGEAR® apparel provides both drynessReactor, HEATGEAR®, UA-ISO-Chill®, UA RUSH™, UA SMARTFORM™ and warmth in a single light

Our footwear offerings includeFootwear includes products for running, training, basketball, cleated slides and performance training, sportstyle,sports, recovery and outdoor footwear.applications. Our footwear is light, breathable and built with performance attributes for athletes. Our footwear is designed with innovativethe mindset of making athletes better through differentiated and industry leading cushioning technologies including UA HOVR™, Anafoam™, UA Clutch Fit® andsuch as Charged Cushioning®, whichUA Flow™, HOVR™ and UA Micro G®. These cushioning platforms provide stabilization, directional cushioningathletes with improved ground feel, enhanced responsiveness and moisture management engineeredlightweight solutions. We also incorporate advanced materials and innovative consumer-centric constructions to maximize the athlete’s comfort and control.enhance performance.

Accessories primarily includes the sale of athletic performance gloves, bags, headwear and headwear. Oursports masks. Some of our accessories include HEATGEAR® and COLDGEAR®the technologies mentioned above and are designed with advanced fabrications to provide the same level of performance as our other products.

We have agreements with licensees to develop certain Under Armour apparel, accessories and equipment. In order toTo maintain consistent brand quality, performance and performance,compliance standards, our product, marketing, sales and quality assurance teams are involved in substantially all steps of the design and go to market process in order to maintain brand and compliance standards and consistency.go-to-market process. During 2018,Fiscal 2021, our licensees offered collegiate National Football League ("NFL") and National Basketball Association ("NBA") apparel and accessories, baby and youth apparel, team uniforms, socks, water bottles, eyewear and other specific hard goods equipment that feature performance advantages and functionality similar tolike our other product offerings.

We currently focus on marketing our products to consumers primarily for use in athletics, fitness, and training activities, and as part of an active lifestyle.emphasizing on connecting with our target consumer - athletes". We seek to drive consumer demand by building brand awareness that our products deliver advantages to help athletes perform better.

Our marketing and promotion strategy begins with providing and selling our products to high-performing athletes and teams at the high school, collegiate and professional levels. We execute this strategy through outfitting agreements, professional, club and collegiate sponsorship, individual athlete and influencer agreements and by providing and selling our products directly to team equipment managersteams and to individual athletes. We also seek to sponsor and host consumer events to drive awareness and brand authenticity from a grassroots level by hosting combines, camps and clinics for young athletes in manya variety of sports. As a result, our products are seen on the field and on the court, and by various consumer audiences through the internet, television, magazines and live at sporting events. This exposure to consumers helps us establish on-field authenticity as consumers can see our products being worn by high-performing athletes.

We are the official outfitter of athletic teams in several high-profile collegiate conferences. We are an official supplier of footwearconferences and gloves toprofessional sport organizations, supporting the NFLathletes on and a partner withoff the NBA which allows us to market our NBA athletes in game uniforms in connection with our products, including basketball footwear. We are the official headwear and performance apparel provider for the NFL Scouting Combine and the official partner and title sponsor of the NBA Draft Combine. In each case we have the right to sell licensed combine training apparel and headwear. In 2018, we exited our agreement to be the Official On-Field Uniform Supplier, Official Authentic Performance Apparel Partner, and Official Connected Fitness Partner of MLB, while retaining our rights as an Official Performance Footwear Supplier and Sponsor of MLB. In 2018, we worked with a manufacturing and distribution partner to sell MLB fan wear at retail.field. We sponsor and sell our products to international sports teams, which helps to drive brand awareness in various countries and regions around the world.

We feature our products in a variety of national digital, broadcast, and print media outlets. We also utilize social and mobile media to engage consumers and promote connectivity with our brand and products while engaging with our products. For example, in 2018, we had a digitally led marketing approach for the launch of our UA HOVR™ run franchise, which included a variety of content on various social media platforms.consumers throughout their performance journey.

The primary goal of our retail marketing strategy is to increase brand floor space dedicated to our products within our major retail accounts. The design and funding of Under Armour point of sale displays and concept shops within our major retail accounts hashave been a key initiative for securing prime floor space, educating the consumer and creating an exciting environment for the consumer to experience our brand. Under Armour point of sale displays and concept shops enhance our brand’s presentation within our major retail accounts with a shop-in-shop approach, using dedicated floor space exclusively for our products, including flooring, lighting, walls, displays and images.

The majority of our sales are generated through wholesale channels, which includeincluding national and regional sporting goods chains, independent and specialty retailers, department store chains, mono-branded Under Armour retail stores in certain international markets, institutional athletic departments and leagues and teams. In various countries where we do not have direct sales operations, we sell our products to independent distributors or we engage licensees to sell our products.

We also sell our products directly to consumers through our ownglobal network of brandBrand and factory houseFactory House stores and through websites globally.e-commerce websites. Factory houseHouse store products are specifically designed for sale in our Factory House stores and serve an important role in our overall inventory management by allowing us to sell a significant portion of excess, discontinued and out-of-season products, while maintaining the pricing integrity of our brand in our other distribution channels. Through our brand house stores, consumersConsumers experience thea premium full expression of our brand through our Brand House stores while having broader access to our performance products. In 2018,Fiscal 2021, sales through our wholesale, direct to consumer,direct-to-consumer and licensing and Connected Fitness channels represented 60%57%, 35%, 3%41% and 2% of net revenues, respectively.

Our primary business operates in four geographic segments: (1) North America, comprising the United States and Canada, (2) Europe, the Middle East and Africa "EMEA"("EMEA"), (3) Asia-Pacific, and (4) Latin America. Each of theseThese geographic segments operate predominantly in one industry: the design, development,developing, marketing and distribution ofdistributing branded performance apparel, footwear and accessories. We also operate our Connected Fitness business as a separate segment. The majority of corporate service costs within North America have not been allocated to our other segments. As we continue to grow our business outside of North America, a larger portion of our corporate overhead costs have begun to support global functions. During 2019, we plan to exclude certain corporate costs from our segment profitability measures. We believe this presentation will provide the users of our financial statements with increased transparency and comparability of our operating segments.

In addition, we earn licensing revenue in North America based on our licensees’ sale of collegiate and league apparel and accessories, as well as sales of other licensed products.

We distribute the majority of our products sold to our North American wholesale customers and our own retail stores and e-commerce businesses from distribution facilities we lease and operate in California, Maryland and Tennessee. In addition, we distribute our products in North America through third-party logistics providers with

We sell our apparel, footwear and accessories in EMEA primarily through wholesale customers website operations,and independent distributors, along with e-commerce websites and a limited number ofBrand and Factory House stores we operate in certain European countries.within Europe. We also sell our branded products to various sports clubs and teams in Europe. We generally distribute our products to our retail customers and e-commerce consumers in Europe through a third-party logistics provider in the Netherlands.Netherlands and a bonded warehouse in the United Kingdom. We sell our apparel, footwear and accessories through independent distributors in the Middle East, Africa and Africa.Russia.

We sell our apparel, footwear and accessories products in China, South Korea, Australia, Singapore, Malaysia and AustraliaThailand through stores operated by our distribution and wholesale partners, along with website operationse-commerce websites and Brand and Factory House stores that we own and operate. We also sell our products to distributors in New Zealand, Taiwan, Hong Kong, India and other countries in Southeast Asia where we do not have direct sales operations. We distribute our products in Asia-Pacific primarily through a third-party logistics providerproviders based in Hong Kong.Kong, China, South Korea and Australia.

We have a license agreement with Dome Corporation,a partner in Japan, which produces, markets and sells our branded apparel, footwear and accessories in Japan.accessories. Our branded products are sold in Japanthis market to large sporting goods retailers, independent specialty stores, and professional sports teams and through licensee-owned retail stores. We hold an equity method investmenta non-controlling stake in Dome.our partner.

In Fiscal 2021, we transitioned away from direct sales operations to distributors in several countries within the Latin America region. We currently sell our productsapparel, footwear and accessories in Mexico through wholesale and direct-to-consumer channels. In countries where we no longer have direct sales operations, such as Chile, Argentina, Colombia and Argentina through wholesale customers, website operations and brand and factory house stores. In these countries we operate through third-party distribution facilities. In other Latin American countriesBrazil, we distribute our products through independent distributors, which are sourced primarily through our international distribution hub in Panama. On October 1, 2018, we sold our Brazilian Subsidiary. In connection with this sale, we entered into a license and distribution agreement with a third party that will continue to sell our products in Brazil.

With a mission to make athletes better, weWe seek to deliver superior performance in all products.products, with a mission to make athletes better. Our developers proactively identify opportunities to create and improve performance products that meet the evolving needs of our consumer.consumers. We design products with consumer-valued technologies, utilizing color, texture and fabrication to enhance our consumersconsumer perception and understanding of product use and benefits.

All manufacturers across all product divisions are evaluated for quality systems, social compliance and financial strength by our internal teams prior tobefore being selected and on an ongoing basis. Where appropriate, we strive to qualify multiple manufacturers for particular product types and fabrications. We also seek out vendors that can perform multiple manufacturing stages, such as procuring raw materials and providing finished products, which helps us to control our cost of goods sold. We enter into a variety ofvarious agreements with our contract manufacturers, including non-disclosure and confidentiality agreements, and weagreements. We require that all of our manufacturers adhere to a supplier code of conduct regarding manufacturing quality, of manufacturing, working conditions and other social, concerns. Welabor and sustainability-related matters. However, we do not however, have any long term agreements requiring us to utilize any particular manufacturer, and no manufacturer is required to produce our products for the long term. We have subsidiaries strategically located near our key partners to support our manufacturing, quality assurance and sourcing efforts for our products. We also manufacture a limited number of products, primarily for high-profile athletes and teams, on-premises in our quick turn, Special Make-Up Shop located at one of our facilities in Maryland. efforts.

Inventory management is important to the financial condition and operating results of our business. We manage our inventory levels based on existing orders, anticipated sales and the rapid-deliveryrapid delivery requirements of our customers. Our inventory strategy is focused on continuing to meetmeeting 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, including our new global operating and financial reporting information technology system, are designed to improve our forecasting and supply planning capabilities. In addition to systems and processes, key areas of focus that we believe will enhance inventory performance are added discipline around theproduct purchasing, of product, production lead time reduction, and better planning and execution in selling of excess inventory through our factory houseFactory House stores and other liquidation channels.

Our practice, and the general practice in the apparel, footwear and accessory industries, is to offer retail customers the right to return defective or improperly shipped merchandise. As it relates to new product introductions, which can often require large initial launch shipments, we commence production before receiving orders for those products from time to time.

We believe the distinctive trademarks we use in connection with our products are important in building our brand image and distinguishing our products from those of others. These trademarks are among our most valuable assets. In addition to our distinctive trademarks, we also place significant value on our trade dress, which is the overall image and appearance of our products, and we believe our trade dress helps to distinguish our products in the marketplace.

We traditionally have had limited patent protection on some of the technology, materials and processes used in the manufacture of our products. In addition, patents are increasingly important with respect to our innovative products and new businesses and investments. As we continue to expand and drive innovation in our products, we expect to seek patent protection on products, features and concepts we believe to be strategic and important to our business. We will continue to file patent applications where we deem appropriate to protect our new products,

The market for performance apparel, footwear and accessories is highly competitive and includes many new competitors as well as increased competition from established companies expanding their production and marketing of performance products. Our most direct competitors include, among others, NIKE, Adidas, Puma and lululemon athletica, which are large apparel and footwear companies with strong worldwide brand recognition and significantly greater resources than us. Within our international markets, we also compete with local brands that may have stronger brand recognition regionally. Many of the fabrics and technology used in manufacturing our products are not unique to us, and we own a limited number of fabric or process patents. Many of our competitors are large apparel and footwear companies with strong worldwide brand recognition and significantly greater resources than us, such as Nike and Adidas. We also compete with other manufacturers, including those specializing in performance apparel and footwear, and private label offerings of certain retailers, including some of our retail customers.

In addition, we must compete with others for purchasing decisions, as well as limited floor space at retailers. We believe we have been successful in this area because of the relationships we have developed and the strong sales of our products. However, if retailers earn higher margins from our competitors’ products, they may favor the display and sale of those products.

We believe we have been able to compete successfully because of our brand image and recognition, the performance and quality of our products and our selective distribution policies. We also believe our focused gearlinefocus on athletic performance product style and merchandising story differentiates us from our competition. In the future we expect to compete for consumer preferences and expect that we may face greater competition on pricing. This may favor larger competitors with lower production costs per unit that can spread the effect of price discounts across a larger array of products and across a larger customer base than ours. The purchasing decisions of consumers for our products often reflect highly subjective preferences that can be influenced by many factors, including advertising, media, product sponsorships, product improvements, preferences for inclusive products and brands and changing styles.styles and trends.

We will make available free of charge on or through our website at https://about.underarmour.com/ our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as soon as reasonably practicable after we electronically file these materials with the Securities and Exchange Commission. We also post on this website our key corporate governance documents, including our board committee charters, our corporate governance guidelines and our code of conduct and ethics.

During a downturn2020, the COVID-19 pandemic materially negatively impacted our business and results of operations. While conditions improved during 2021, the extent and duration of ongoing impacts remain uncertain. The pandemic previously resulted in temporary closures of our retail stores and the stores of our wholesale customers where our products are sold, reduced consumer traffic and consumer spending, temporary layoffs of certain employees in our North America retail stores and distribution centers and incremental operating expenses from adopting preventative health and safety measures in our stores, distribution centers and corporate offices. These negative impacts may continue or resurface depending on the ongoing development of the virus and related responses including resurgences and the impact of variants.

The COVID-19 pandemic and resulting economic disruption has also led to significant volatility in the economy,capital markets and adversely impacted our stock price. While we have taken measures to maintain our operations and preserve and enhance our access to liquidity, our cash generated from operations was negatively impacted during certain periods of the pandemic and future cash flows may be further impacted by the ongoing development of the pandemic. If we are unable to effectively manage our spending in response to the pandemic, our profitability may be negatively impacted.

Many of our products may be considered discretionary items for consumers. Factors affecting the level of consumerMany factors impact discretionary spending, for such discretionary items includeincluding general economic conditions, unemployment, the availability of consumer credit

The market for performance apparel, footwear and accessories is highly competitive and includes many new competitors as well as increased competition from established companies expanding their production and marketing of performance products. Because we own a limited number of fabric or process patents, our current and

Our industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products and changes in consumer demand. These factors may cause us to reduce our prices to retailers and consumers or engage in more promotional activity than we anticipate, which could negatively impact our margins and cause our profitability to decline if we are unable to offset price reductions with comparable reductions in our operating costs. ThisOngoing and sustained promotional activities could negatively impact our brand image. On the other hand, if we are unwilling to engage in promotional activity on a scale similar to that of our competitors, for instance, to protect our premium brand positioning, and unable to simultaneously offset declining promotional activity with increased sales at premium price points, our ability to achieve short-term growth targets may be negatively impacted, which could have a material adverse effect on our results of operations, financial condition and financial condition. In addition, ongoing and sustained promotional activities could negatively impactthe price of our brand image.stock.

The fabrics used by our suppliers and manufacturers are made of raw materials including petroleum-based products and cotton. Significant price fluctuations, including due to inflation, or shortages in petroleum or other raw materials can materially adversely affect our cost of goods sold. In addition, certain of our manufacturers are subject to government regulations related to wage rates, and therefore the labor costs to produce our products may fluctuate. The cost of transporting our products for distribution and sale is also subject to fluctuation due in large part to the price of oil. Because most of our products are manufactured abroad, our products must be transported by third parties over large geographical distances and an increase in the price of oil can significantly increase costs. Manufacturing delays, such as those caused by COVID-19 related temporary closures and other restrictions placed on factories in key sourcing countries, or unexpected transportation delays, can alsosuch as those caused by COVID-19 related global logistics challenges, have caused and may continue to cause us to rely more heavily on airfreight to achieve timely delivery to our customers, whichcustomers. In addition, shipping costs have risen significantly increasesthroughout the world in 2021. These factors have and may continue to significantly increase our freight costs. Any of these fluctuations may increase our cost of products and have an adverse effect on our profit margins, results of operations and financial condition.

Many of the materials used in our products are technically advanced products developed by third parties and may be available, in the short-term, from a very limited number of sources. Substantially all of our products are manufactured by unaffiliated manufacturers, and, in 2018, 10Fiscal 2021, ten manufacturers produced approximately 55%65% of our apparel and accessories products, and fivesix produced approximately 87%substantially all of our footwear products. We have no long termlong-term contracts with our suppliers or manufacturing sources, and we compete with other companies for fabrics, raw materials production and import quotaproduction capacity.

A number of factors may require us to seek alternative or additional suppliers, which we may not be able to do in a timely or cost-effective manner. We may experience a significant disruption in the supply of fabrics or raw materials from current sources or, in the event of a disruption, we may be unable to locate alternative materials suppliers of comparable quality at an acceptable price, or at all. In addition,Moreover, our unaffiliated manufacturerssuppliers may not be able to fill our orders in a timely manner. Ifmanner depending on market conditions or increased demand for product. For example, in Fiscal 2021 certain of our manufacturers experienced significant financial and operational disruption due to COVID-19, including in key sourcing countries. We have historically provided supply chain finance support to certain of our supply chain partners. In the past, the financial markets supporting supply chain finance programs experienced disruption that resulted in a temporary disruption to our program and challenged the cash flow and liquidity of our partners. While we worked with our partners through the disruption and have re-established a supply chain finance program, there can be no guarantee that such disruption will not occur again. Additionally, if one or more of our suppliers were to experience significant increased demand,financial difficulty, bankruptcy, insolvency or cease operations, or failed to comply with applicable labor or other laws, we may be required to seek alternative suppliers.

In addition, if we lose or need to replace an existing manufacturer or supplier as a result of adverse economic conditions or other reasons, additional supplies of fabrics or raw materials or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, or suppliers or manufacturers may not be able to allocate sufficient capacity to us in order to meet our requirements. In addition, evenEven if we are able to expand existing or find new manufacturing or fabric sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers on our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of fabric or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower net revenues and net income (or higher net loss) both in the short and long term.

We have occasionally received, and may in the future continue to receive, shipments of product that fail to conform to our quality control standards. In that event, unlessIf we are ableunable to obtain replacement products in a timely manner, we risk the loss of net revenues resulting from the inability to sell those products and related increased administrative and shipping costs. In addition, because we do not control our manufacturers, products that fail to meet our standards or other unauthorized products could end up in the marketplace without our knowledge, which could harm our brand and our reputation in the marketplace.

Our business depends on our ability to source and distribute products in a timely and cost effective manner. As a result, we rely on the free flow of goods through open and operational ports worldwide and on a consistent basis from our suppliers and manufacturers. Labor disputes and disruptions at various ports or at our suppliers or manufacturers could create significant risks for our business, particularly if these disputes result in work slowdowns, decreased operations, lockouts, strikes or other disruptions during our peak importing or manufacturing seasons,seasons. For example, COVID-19 has resulted in delays and disruptions at ports due to workforce decreases, shipping backlogs and capacity constraints, container shortages and other disruptions. This has resulted, and may continue to result, in slower than planned deliveries of inventory and delayed sales to customers. If we experience significant delays or disruption in receiving and distributing our products, this could have an adverse effect on our business, potentially resulting in canceled orders by customers, unanticipated inventory accumulation or shortages, increased expense (including air freight) to deliver our products and reduced net revenues and net income.

From time to time, we may engage in acquisition opportunities we believe are complementary to our business and brand. Integrating acquisitionsacquired businesses can also require significant efforts and resources, which could divert management attention from more profitable business operations. From time to time we have also disposed of certain assets where we did not think our activities aligned to our operating model. If we fail to successfully integrate acquired businesses or effectively manage dispositions, we may not realize the financial benefits or other synergies we anticipated. In addition, in connection with our acquisitions, we may record goodwill or other indefinite-lived intangible assets. We have recognized goodwill impairment charges in the past. If an acquired business does not produce results consistent with financial models used in our analysis of an acquisition, or if reporting units carryingpast, and additional goodwill do not meet our current expectations of future growth rates or market factors outside of our control change significantly, then one or more of our reporting units or intangible assets might become impaired, whichimpairment charges could have an adverse effect on our results of operations and financial position. Additionally, from time to time, we may invest in business infrastructure, new businesses and expansion of existing businesses, such as the expansion of our network of Brand and Factory House stores and our distribution facilities, implementing our global operating and financial reporting information technology system, supporting our digital strategy (including our e-commerce platform), or supporting our corporate infrastructure (including the development of our new global headquarters in Port Covington in Baltimore). These investments require substantial cash investments and management attention, and infrastructure investments may also divert funds from other potential business opportunities. We believe cost effective investments are essential to business growth and profitability. The failure of any significant investment to provide the returns or synergies we expect could adversely affect our financial results.

We have, from time to time, financed our liquidity needs in part from borrowings made under our credit facility and the issuance of debt securities. Our debt securitiesSenior Notes limit our ability to, subject to certain significant exceptions, incur secured debt and engage in sale leaseback transactions. Our amended credit agreement contains negative covenants that, subject to significant exceptions limit our ability, among other things to incur additional indebtedness, make restricted payments, sell or dispose of assets, pledge assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. In addition, we must maintain a certain leverage ratio and interest coverage ratio as defined in the amended credit agreement. Our ability to continue to borrow amounts under our amended credit agreement is limited by continued compliance with these financial covenants, and in the past we have amended our credit agreement to increase these ratios inprovide certain quarterlyrelief from and revisions to our financial covenants for specified periods Specifically, in 2018 we amended the credit agreement to increase these ratios for the second and third quarters of 2018.provide us with sufficient access to liquidity during those periods. Failure to comply with these operating or financial covenants could result from, among other things, changes in our results of operations or general economic conditions. These covenants may restrict our ability to engage in transactions

GrowingManaging and operatinggrowing our business will require significant cash outlays and capital expenditures and commitments. We have utilized cash on hand and cash generated from operations, accessed our credit facility and issued debt securities as sources of liquidity. IfFor example, during the first and second quarters of Fiscal 2020, our cash generated from operations was negatively impacted due to widespread temporary store closures as a result of the COVID-19 pandemic. As of December 31, 2021, our cash and cash equivalents totaled $1.7 billion. However, if in future periods our cash on hand, and cash generated from operations and availability under our credit agreement are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through debt or equity financing, to fund our growth.operations and future growth, and we may be unable to obtain debt and/or equity financing on favorable terms or at all. Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing costs associated with such financing, are dependent upon market conditions and our credit rating and outlook. Our credit ratings have been downgraded previously,in the past, and we cannot assure that we will be able to maintain our current ratings, which could increase our cost of borrowing in the future. In addition, equity financing may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current price per share of our common stock. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.

We have experienced, and expect to continue to experience, seasonal and quarterly variations in our net revenues and income or loss from operations. These variations are primarily related to the mix of our products sold during the fall selling season, including our higher price cold weather products, along with a larger proportion of higher margin direct to consumer sales. Our quarterly results may also vary based on the timing of customer orders. The majority of our net revenues wereare historically generated during the last two quarters in each of 2018, 2017 and 2016, respectively.

WeDuring Fiscal 2021, we generated approximately 26%33% of our consolidated net revenues outside the United States. As our international business grows, our results of operations could be adversely impacted by changes in foreign currency exchange rates. Revenues and certain expenses in markets outside of the United States are recognized in local foreign currencies, and we are exposed to potential gains or losses from the translation of those amounts into U.S. dollars for consolidation into our financial statements. Similarly, we are exposed to gains and losses resulting from currency exchange rate fluctuations on transactions generated by our foreign subsidiaries in currencies other than their local currencies. In addition, the business of our independent manufacturers may also be disrupted by currency

Our business is subject to a wide array of laws and negative publicity.

Our international operations are also subject to compliance with the U.S. Foreign Corrupt Practices Act, or FCPA, and U.S. sanctions laws, as well as other anti-bribery and sanctions laws applicable to our operations.of foreign jurisdictions where we

We collect sensitive and proprietary business information as well as personally identifiable information in connection with digital marketing, digital commerce, our in-store payment processing systems and our Connected Fitness business. In particular, indigital business (including our Connected Fitness business weMapMyFitness platform). We collect and store a variety of information regarding our users,consumers, and on some of our platforms allow users to share their personal information with each other and with third parties. We also rely on third parties for the operation of certain of our e-commerce websites, and do not control these service providers. HackersLike other companies in our industry, we have in the past experienced, and data thieves are increasingly sophisticatedwe expect to continue to experience, cyberattacks, including phishing, cyber fraud incidents and operate large scaleother attempts to gain unauthorized access to our systems. These attempted attacks have increased as COVID-19 has progressed and complex automated attacks.many employees continue to work from home. To date, these attacks have not had a material impact on our operations, but there can be no assurance that they will not have an impact in the future. Any breach of our data security or that of our service providers could result in an unauthorized release or transfer of customer, consumer, vendor user or employee information, or the loss of money, valuable business data or cause a disruption in our business. These events could give rise to unwanted media attention, damage our reputation, damage our customer, consumer or user relationships and result in lost sales, fines or lawsuits. We may

We are subject to income taxes in the United States (federal and state) and numerous foreign jurisdictions. Our effective income tax rate could be adversely affected in the future by a number of factors, including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, the outcome of income tax audits in various jurisdictions around the world, and any repatriation of non-U.S. earnings for which we have not previously provided applicable foreign withholding tax,taxes, certain U.S. state income taxes, or foreign exchange rate impacts.

Additionally, many countries have implemented legislation and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Act will be applied or otherwise administered that is different from our interpretation. Additionally, many of the countries in which we do business have or are expected to adopt changes toalign their international tax laws as a result of the Base Erosion and Profit Shifting final proposals fromrules with the Organization for Economic Co-operation and DevelopmentDevelopment’s (“OECD”) Base Erosion and specific country anti-avoidance initiatives.

Further, the U.S. House of Representatives passed the Build Back Better Act in November 2021 and the U.S. Senate Finance Committee has drafted similar legislation. If these matters to determineor similar legislation is enacted in the adequacy ofUnited States, it could materially and adversely impact our tax provision, cash tax liability and effective tax rate.

In addition, member states of the OECD are continuing discussions surrounding fundamental changes to the taxing rights of governments and allocation of profits among tax jurisdictions in which is subjectcompanies do business. Specifically, the OECD has proposed rules intended to significant judgment.

Our success depends in large part on our brand image. We believe our registered and common law trademarks have significant value and are important to identifying and differentiating our products from those of our competitors and creating and sustaining demand for our products. In addition, patents are increasingly important with respect to our innovative products and new businesses and investments, including our digital business. From

From time to time, we discoverhave brought claims relating to the enforcement of our intellectual property rights against others or have discovered unauthorized products in the marketplace that are either counterfeit reproductions of our products or unauthorized irregulars that do not meet our quality control standards. If we are unsuccessful in challenging a third party’s products on the basis of trademark infringement, continued sales of their products could adversely impactfail to protect, maintain and enforce our brand, result in the shift of consumer preferences away from our products and adversely affect our business.

Legal proceedings in general, and securities and class action litigation and regulatory investigations in particular, can be expensive and disruptive. Any of our legal proceedings could result in damages, fines or other penalties, divert financial and management resources and result in significant legal fees. We cannot predict the outcome of any particular legal proceeding, or whether ongoing legal proceedings will be resolved favorably or ultimately result in charges or material damages, fines or other penalties. Our insurance may not cover all claims that may be asserted against us, and we are unable to predict how long the costs incurred in these matters can be substantial, regardless of the outcome.legal proceedings to which we are currently subject will continue. An unfavorable outcome of any legal proceeding may have an adverse impact on our business, financial condition and results of operations or

The trading prices of our Class A and Class C common stock may differ and fluctuate from time to time in response to various factors, some of which are beyond our control. These factors may include, among others, overall performance of the equity markets and the economy as a whole, variations in our quarterly results of operations or those of our competitors, our ability to meet our published guidance and securities analyst expectations, or recommendations by securities analysts. In addition, our non-voting Class C common stock has traded at a discount to our Class A common stock, and there can be no assurance that this will not continue.

Not applicable.

The following includes a summary of the principal properties that we own or lease as of December 31, 2018.2021.

Our principal executive and administrative offices are located at an office complex in Baltimore, Maryland, which includes 400 thousand square feetthe majority of office space thatwhich we own and 126 thousand square feet thata portion of which we lease. We also own office space and undeveloped acreage near our office complex which we are leasing. In 2016, we purchased buildingsin the process of renovating and parcelsfurther developing. We expect to move our principal executive and administrative offices to this location by late 2024. For each of land, including approximately 58 acres of landour EMEA, Latin America and 130 thousand square feet of office space located close to our corporate office complex, to be utilized to expand our corporate headquarters to accommodate our future growth needs. For our EuropeanAsia Pacific headquarters, we lease an office in Amsterdam, the Netherlands. For our Latin America headquarters, we lease an office in Panama. For our Greater China headquarters, we lease an office in Shanghai, China and we plan to expand our Hong Kong office to be an Asia Pacific headquarters in 2019. Additionally, we lease space in Austin, Texas and San Francisco, California for our Connected Fitness business.space.

We lease our primary distribution facilities, which are located in Sparrows Point, and Glen Burnie, Maryland, Mount Juliet, Tennessee and Rialto, California. Our Sparrows Point facility is a 1.3Combined, these facilities represent approximately 3.5 million square footfeet of facility space. These leases expire at various dates, with options to renew through 2053. Our Glen Burnie facility is a 359 thousand square foot facility, with athe earliest lease term through March 2020. Our Mount Juliet facility is a 1.0 million square foot facility, with options to renew the lease term through December 2041. Our Rialto facility is a 1.2 million square foot facility with a lease termtermination date through May 2023. We believe our distribution facilities and space available through our third-party logistics providers will be adequate to meet our short term needs.

In addition, as of December 31, 2018,2021, we leased 319 brand422 Brand and factory houseFactory House stores located primarily in the United States, China, Canada, China, ChileMexico, Malaysia, Australia and MexicoKorea with lease end dates in 20192022 through 2033.2035. We also lease additional office space for sales, quality assurance and sourcing, marketing and administrative

Not applicable.

Under Armour’s Class A Common Stock and Class C Common Stock are traded on the New York Stock Exchange (“NYSE”) under the symbols “UAA” and "UA", respectively. As of January 31, 2019,February 14, 2022, there were 1,6282,405 record holders of our Class A Common Stock, 65 record holders of Class B Convertible Common Stock which are beneficially owned by our Chief Executive OfficerChairman and Chairman of the BoardBrand Chief, Kevin A. Plank, and 1,2161,676 record holders of our Class C Common Stock.

Our Class A Common Stock was listed on the NYSE under the symbol “UA” until December 6, 2016 and under the symbol "UAA" since December 7, 2016. Prior to November 18, 2005, there was no public market for our Class A Common Stock. Our Class C Common Stock was listed on the NYSE under the symbol “UA.C” since its initial issuance on April 8, 2016 and until December 6, 2016 and under the symbol "UA" since December 7, 2016.

The stock performance graph below compares cumulative total return on Under Armour, Inc. Class A Common Stock to the cumulative total return of the S&P 500 Index and S&P 500 Apparel, Accessories and Luxury Goods Index from December 31, 20132016 through December 31, 2018.2021. The graph assumes an initial investment of $100 in Under Armour and each index as of December 31, 20132016 and reinvestment of any dividends. The performance shown on the graph below is not intended to forecast or be indicative of possible future performance of our common stock.

We are a leading developer, marketer, and distributor of branded performance apparel, footwear, and accessories. TheOur brand’s moisture-wicking fabrications are engineered in many differentvarious 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, as well asand by consumers with active lifestyles. The

During Fiscal 2021, we realized better than expected wholesale and direct-to-consumer sales based on better sell through and demand for Under Armour Connected Fitness strategy isproducts in North America, Asia-Pacific, and EMEA. Throughout Fiscal 2021, we remained focused on engaging with these consumers and increasing awareness and salesthe quality of our products.

Financial highlights for full year 2018Fiscal 2021 as compared to the prior year periodFiscal 2020 include:

For instance, during Fiscal 2021 the pandemic caused manufacturing challenges, with temporary closures or other restrictions placed on factories, in key sourcing countries in Southeast Asia, including Vietnam, where we source approximately one third of our products, and certain partners continue to operate at reduced capacity. Additionally, the COVID-19 pandemic has caused global logistical challenges, including shipping container shortages, transportation delays, labor shortages and port congestion. These challenges have disrupted some of our normal inbound and outbound inventory flow, which has required us to incur increased freight costs, and are impacting the timing of sales to some of our customers as we work to manage product availability and inventory levels and in certain cases adjust orders and shipping with our factory partners and logistic suppliers. Simultaneously, freight and logistics costs have significantly increased throughout global supply chains. We expect that these manufacturing and sourcing challenges will continue into the next few quarters and will negatively impact our financial results, resulting in delayed sales to certain of our wholesale customers as well as unfulfilled demand or cancelled sales. We also expect gross margin to be negatively impacted due to increased freight costs and logistics costs over the next few quarters.

Moreover, governments worldwide continue to periodically impose preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus. However, such government measures are not implemented consistently or simultaneously around the world, thus making our business susceptible to volatility on a global and regional basis. We believe we may continue to experience varying degrees of volatility, business disruptions and periods of closure of our stores, distribution centers and corporate facilities, although, as of December 31, 2021, substantially all of our Brand and Factory House stores and the stores of our wholesale customers were open. Where reopening has been permitted, some of these retail stores are operating with restrictive and precautionary measures in place such as reduced operating hours, physical distancing, enhanced cleaning and sanitation, and limited occupancy levels.

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

During Fiscal 2020, our Board of Directors approved a restructuring plansplan ranging between $550.0 million to $600.0 million in costs (the "2018 restructuring plan" and "2017"2020 restructuring plan") designed to more closely alignrebalance our financial resources with the critical priorities of our businesscost base to further improve profitability and optimize operations. We recognized approximately $203.9 million of pre-tax charges in connection with our 2018 restructuring plancash flow generation.

Restructuring and approximately $129.1 million of pre-tax charges in connection with our 2017 restructuring plan, inclusive of $28.6 million of restructuring related goodwill impairment charges for our Connected Fitness business.

We expect to recognize any remaining charges related to this plan by the end of the Tax Act. Refer to Note 10 to the Consolidated Financial Statements for further detail.first quarter of Fiscal 2023.

Net sales increased by $1,336.3 million, or 31.6%, to $5,567.3 million in Fiscal 2021 from $4,231.0 million in Fiscal 2020, primarily driven by increased unit sales across all our product categories. These increases as compared to Fiscal 2020 were primarily due to the significant COVID-19 disruptions we experienced during Fiscal 2020, including cancellations of digital advertisingorders by our wholesale partners and subscriptionsclosures of retail stores. Net sales growth for Fiscal 2021 was also impacted by previously disclosed changes to customer order flow and supply chain timing resulting in sales shifting from the fourth quarter of Fiscal 2020 to the first quarter of Fiscal 2021. Net sales for Fiscal 2021 increased 12% compared to Fiscal 2019.

License revenues increased by $6.8 million, or 6.5%, to $112.6 million in Fiscal 2021, from $105.8 million in Fiscal 2020, driven by higher demand and improved business and financial conditions of our licensees. The increased revenue was primarily from our Connected Fitness business.licensing partners in North America, as this region continues to recover from the impacts of COVID-19.

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. The fabrics in many of our products are made primarily of petroleum-based synthetic materials. Therefore our product costs, as well as our inbound and outbound freight costs, could be affected by long term pricing trends of oil. In general, as a percentage of net revenues, we expect cost of goods sold associated with our apparel and accessories to be lower than that of our footwear. A limited portion of cost of goods sold is associated with licensedigital subscription and Connected Fitnessadvertising revenues, primarily website hosting costs, and no cost of goods sold is associated with our license revenues.

We include outbound freight costs associated with shipping goods to customers as cost of goods sold; however, we include the majority of outbound handling costs as a component of selling, general and administrative expenses. As a result, our gross profit may not be comparable to that of other companies that include outbound handling costs in their cost of goods sold. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate our distribution facilities. These costs were $91.8 million, $101.5$82.9 million and $89.9$80.5 million for the years ended December 31, 2018, 2017Fiscal 2021 and 2016,Fiscal 2020, respectively.

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 which includescategory is the sum of our selling, product innovation and supply chain, and corporate services categories. Personnel costs are included in these categories based on the employees’ function. Personnel costs include salaries, benefits, incentivesThe marketing category consists primarily of sports and stock-based compensation relatedbrand 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 employees.in-store fixture programs. Our marketing costs are an important driver of our growth.

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