2018 ANNUAL REPORT

Transcription

2018 ANNUAL REPORT

2018 UNDER ARMOUR ANNUAL REPORTTR ANSFORMATIONMISTY COPELANDJORDAN SPIETHJOEL EMBIID

I N N OVAT I O NSTEPHEN CURRY:3X NBA CHAMPION & 2X NBA MVP;CURRY 6 FEATURING UA HOVR TECHNOLOGYUA HOVR INFINITE: DIGITALLY CONNECTED, ZERO GRAVITY FEELANTHONY JOSHUA:WORLD HEAVYWEIGHT CHAMPION;UA RUSH APPAREL2018 UNDER ARMOURU ANNUAL REPORTUA SPEEDPOCKET : UNDER ARMOUR’S REVOLUTIONARYSTORAGE SYSTEM KEEPS RUNNER’S ESSENTIALS STABLE

SHAREHOLDER LETTERTo Our Shareholders,2018 UNDER ARMOUR ANNUAL REPORT2018 was a productive, evolutionary year for Under Armour –one that demonstrated measured progress against our strategic,operational and cultural transformation.Amid our focus on executing against a number of businessåêåðåÝðåòáï ëñî ğêÝêßåÝè ìáîâëîéÝêßá àáèåòáîáà ÝãÝåêïð ëñîexpectations. Revenue grew 4 percent to reach 5.2 billionincluding balanced growth from our wholesale and DTCbusinesses, which were up 3 percent and 4 percent, respectively.Our international business was up 23 percent led by continuedïðîáêãðä åê ÇÏÇà Ýêà ÃïåÝ ÒÝßåğß Ýêà Ðëîðä ÃéáîåßÝ àáßèåêáà 2 percent as we executed against inventory managementinitiatives designed to better position ourselves for operatingáġßåáêßåáï Ýêà âñðñîá ãîëóðä Ññî âñèè õáÝî ãîëïï éÝîãåê óÝïunchanged from the prior year at 45.1 percent, or up 30 basispoints to 45.5 percent on an adjusted basis, which excludes theåéìÝßðï ëâ ëñî îáïðîñßðñîåêã áĞëîðï We also made progress with respect to SG&A expenses whichwere up 4 percent in 2018, following 14 percent growth in 2017and 22 percent growth in 2016. Adjusted operating income was 179 million, or a 25 million operating loss on a GAAP basis.Adjusted diluted earnings per share of 0.27 represented a 42ìáîßáêð åêßîáÝïá õáÝî ëòáî õáÝî óäåßä ëê Ý ÉÃÃÒ ÞÝïåï óÝï 0.10 of diluted loss per share.Äáõëêà àáèåòáîåêã ëê ëñî ğêÝêßåÝè ëÞæáßðåòáï ðäáîá óáîá ðäîáámain strategies we executed against in the second year of ourðäîáá õáÝî ðîÝêïâëîéÝðåëê Ý ßèÝîåğáà âëßñï ëê ëñî ìñîìëïá mission and vision; a renewed consumer centric approach; and,Ý ßëéìèáðá ëòáîäÝñè ëâ ëñî ãë ðë éÝîçáð ìîëßáïï First, is our brand promise which is to inspire, enable andempower human performance through innovative athleticproducts and compelling experiences. It’s our past, present andfuture – an emphasis we believe will prove to be our greateststrength. And it’s this relentless pursuit of advancing athleticìëðáêðåÝè ðäÝð ñêàáîïßëîáï ëñî òåïåëê ðë åêïìåîá õëñ óåðäìáîâëîéÝêßá ïëèñðåëêï õëñ êáòáî çêáó õëñ êááàáà Ýêà ßÝêĊð imagine living without. In this pursuit, Under Armour’s mission isðë ÏÝçá Ûëñ Äáððáî In 2018, we delivered on our promise, vision and mission. WithinÝììÝîáè óá ïÝó ßëêðåêñáà ïñßßáïï óåðä çáõ ðáßäêëèëãåßÝèÝàòÝêßáéáêðï èåçá ÔáÝßðëî Ýêà ÖäîáÝàÞëîêá Ýï óáèè Ýï ïðîëêã óåêï åê áôßèñïåòá ëĞáîåêãï èåçá Òîëæáßð Ôëßç Ýêà êïðëììÝÞèá driving newness, innovation, and style to our consumers throughïäÝîìáî ïáãéáêðÝðåëê Ýêà àåĞáîáêðåÝðåëê Our footwear business also saw a major evolution with thelaunch of our new cushioning platform – Under Armour HOVRstarting in running with the Sonic and Phantom styles andáôìÝêàåêã ðë ÞÝïçáðÞÝèè óåðä ðäá ÊÑØÔ ÊÝòëß ÃààåðåëêÝèèõ the Curry 5, Curry 6, Breathe Lace and Forge96 continuedto authenticate our unique value proposition of meaningfulinnovation coupled with style and a strong design point of view.Õáßëêà âëèèëóåêã Ýê åê àáìðä ãèëÞÝè ïáãéáêðÝðåëê ïðñàõ óá åàáêðåğáà ëñî ßëîá ßëêïñéáî ðë àáğêá ëñî ëòáîÝèè éÝîçáð opportunity, strengthen our brand position and truly understandhow to maximize the emotional and functional expectationsëâ ãèëÞÝè Ýðäèáðáï Ãð ðäåï óáèè åêâëîéáà Ýêà ÝîðåßñèÝðáàintersection of demand centric growth and a consumer’sàáßåïåëê æëñîêáõ óá êëó äÝòá Ý ßèáÝî ìèÝõÞëëç îëëðáà ğîéèõ åê

SHAREHOLDER LETTERÝðäèáðåß ìáîâëîéÝêßá áêãåêááîáà ðë àîåòá ïñïðÝåêÝÞèá ìîëğðÝÞèágrowth.Öäåîà Ýï ìÝîð ëâ ëñî àåïßåìèåêáà ëìáîÝðåêã éëàáè óá ðëëç ëñîãë ðë éÝîçáð ìîëßáïï âîëé ÝììîëôåéÝðáèõ ðë # éëêðäï Centered in a holistic structural and process realignment ofour category, strategy and product teams with our regional,éÝîçáðåêã Ýêà ïñììèõ ßäÝåê âñêßðåëêï ðäåï ëìðåéåöÝðåëêsupports greater internal and external alignment enablingéëîá àÝðÝ åêâëîéáà àáßåïåëê éÝçåêã Ýêà Þáððáî áġßåáêßåáï åêserving our consumers and customers. à ïåêãèá éåêàáà âëßñï ëê åêêëòÝðåòá Ýðäèáðåß ìáîâëîéÝêßá product and experiences;Becoming consumer centric by harnessing data scienceand analytics along with the world’s largest digitallyßëêêáßðáà äáÝèðä Ýêà ğðêáïï ßëééñêåðõ ðë àîåòá engagement, preference and consideration;Continuing to elevate investments toward the largest,highest return growth opportunities including theßëéìÝêõĊï åêðáîêÝðåëêÝè àåîáßð ðë ßëêïñéáî âëëðóáÝî Ýêàwomen’s businesses;Emphasizing digital engagement and conversion, and retailexcellence;Protecting the brand through selective, optimal andpremium wholesale distribution; and,Delivering balanced, sustainable earnings growth throughéÝîãåê áôìÝêïåëê ßëïð áġßåáêßåáï Ýêà åêòáïðéáêð åêstrategic growth initiatives to drive consistent shareholderreturn.As we turn the corner into 2019, we remain resolute inProtecting This House – the Under Armour brand – andåéìèáéáêðåêã ïðîÝðáãåáï ðë áêïñîá äáÝèðäõ ÞîÝêà îåãäð ãîëóðä With a stronger foundation and greatly improved executionability, we are gaining momentum and earning every moment,experience and engagement with our consumers, customersand shareholders.Ëê ßèëïåêã ëñî ëìáîÝðåêã éëàáè åï óëîçåêã Ýêà óá Ýîáßëééåððáà ðë ëñî èëêã ðáîé ïðîÝðáãåß ìèÝê Ùá Ýîá åêcommand of our business and actively applying the lessonswe’ve learned by capitalizing on our strengths to optimizethe numerous opportunities ahead for Under Armour. I amincredibly proud of what we have accomplished throughoutðäåï ðîÝêïâëîéÝðåëê Òëóáîáà Þõ Ý óëîèà ßèÝïï ìÝïïåëêÝðáéÝêÝãáéáêð ðáÝé îñêêåêã Ý éÝîçáàèõ éëîá àáèåÞáîÝðá éëàáè – we are running hard toward solidifying ourselves as one of theóëîèàĊï ãîáÝðáïð Ýðäèáðåß ìáîâëîéÝêßá ÞîÝêàï ÙáÙåèèÍáòåê à ÒèÝêçÅäÝåîéÝê Ýêà Åäåáâ Çôáßñðåòá Ñġßáî2018 UNDER ARMOUR ANNUAL REPORTAs we closed out the year, we held an investor meeting whereóá ìîëòåàáà Ýê åê àáìðä ëòáîòåáó ëâ ëñî èëêã ðáîé ïðîÝðáãõ Ýêà ğêÝêßåÝè éëàáè Ýêà ðäá çáõ åêåðåÝðåòáï àáïåãêáà ðë àîåòá ãîëóðä Ýêà ìîëğðÝÞåèåðõ ëòáî ðäá êáôð ğòá õáÝîï ÈëñêàÝðåëêÝè áèáéáêðï ðë ðäåï ìèÝê åêßèñàá

2018 UNDER ARMOUR ANNUAL REPORTMOMENTUMDWAYNE “THE ROCK” JOHNSONLINDSEY VONN

UNITED STATT ESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934þFor the fiscal year ended December 31, 2018 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File No. 001-33202UNDER ARMOUR, INC.(Exact name of registrant as specified in its charter)Maryland(State or other jurisdiction ofincorporation or organization)1020 Hull StreetBaltimore, Maryland 21230(Address of principal executive offices) (Zip Code)52-1990078(I.R.S. EmployerIdentification No.)(410) 454-6428(Registrant’s TelephoneTNumber,r Including Area Code)Securities registered pursuant to Section 12(b) of the Act:Class A Common StockNew York Stock ExchangeClass C Common StockNew York Stock Exchange(Title of each class)(Name of each exchange on which registered)Securities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes þ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes No þIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes þ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files. Yes þ No Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 or Regulation S-K (§229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act.Large accelerated filer þNon-accelerated filer (Do not check if a smaller reporting company)Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,y indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes No þAs of June 29, 2018, the last business day of our most recently completed second fiscal quarter, the aggregate market value of theregistrant’s Class A Common Stock and Class C Common Stock held by non-affiliatesfwas 4,163,565,041 and 4,673,904,814, respectively.As of January 31, 2019, there were 187,788,898 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible CommonStock and 226,515,394 shares of Class C Common Stock outstanding.DOCUMENTS INCORPORATEDABY REFERENCEPortions of Under Armour, Inc.’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 9, 2019 are incorporated byreference in Part III of this Form 10-K.

UNDER ARMOUR, INC.ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTSPART I.Item 1.Item 1AItem 1BItem 2Item 3Item 4PART II.Item 5Item 6Item 7Item 7AItem 8Item 9Item 9AItem 9BBusinessGeneralProductsMarketing and PromotionSales and DistributionSeasonalityProduct Design and DevelopmentSourcing, Manufacturing and Quality AssuranceInventory ManagementIntellectual PropertyCompetitionEmployeesAvailable InformationRisk FactorsUnresolved Staff CommentsPropertiesLegal ProceedingsExecutive Officers of the RegistrantMine Safety Disclosures11234455666782122222224Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesSelected Financial DataManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements With Accountants on Accounting and Financial DisclosureControls and ProceduresOther Information2527284547848484PART III.Item 10. Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership of Certain Beneficial Owners and Management and Related StockholderMattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and Services8585858585PART IV.Item 15. Exhibits and Financial Statement SchedulesItem 16 Form 10-K SummaryN/ASIGNATURES8986

PART IITEM 1.BUSINESSGeneralOur principal business activities are the development, marketing and distribution of branded performanceapparel, footwear and accessories for men, women and youth. The brand’s performance apparel and footwear areengineered in many designs and styles for wear in nearly every climate to provide a performance alternative totraditional products. Our products are sold worldwide and are worn by athletes at all levels, from youth toprofessional, on playing fields around the globe, as well as by consumers with active lifestyles.We generate net revenues from the sale of our products globally to national, regional, independent andspecialty wholesalers and distributors. We also generate net revenue from the sale of our products through ourdirect to consumer sales channel, which includes our brand and factory house stores and websites. In addition, wegenerate net revenues through product licensing and digital fitness subscriptions and digital advertising on ourConnected Fitness applications. A large majority of our products are sold in North America; however we believe thatour products appeal to athletes and consumers with active lifestyles around the globe.We plan to continue to grow our business over the long term through increased sales of our apparel,footwear and accessories, expansion of our wholesale distribution, growth in our direct to consumer sales channeland expansion in international markets. Our digital strategy is focused on supporting these long term objectives,emphasizing the connection and engagement with our consumers through multiple digital touch points, includingthrough our Connected Fitness business.We were incorporated as a Maryland corporation in 1996. As used in this report, the terms “we,” “our,” “us,”“Under Armour” and the “Company” refer to Under Armour, Inc. and its subsidiaries unless the context indicatesotherwise. We have registered trademarks around the globe, including UNDER ARMOUR , HEATGEAR ,ACOLDGEAR and the Under Armour UA Logo, and we have applied to register many other trademarks. ThisAnnual Report on Form 10-K also contains additional trademarks and tradenames of our Company and oursubsidiaries. Al

UNDER ARMOUR ANNUAL REPOR T To Our Shareholders, 2018 was a productive, evolutionary year for Under Armour – one that demonstrated measured progress against our strategic, operational and cultural transformation. Amid our focus on executing against a number of business