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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
Form 10-Q
______________________________________
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-33202
______________________________________
ualogo013117a01.jpg
UNDER ARMOUR, INC.
(Exact name of registrant as specified in its charter)
______________________________________
Maryland 52-1990078
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
1020 Hull Street
Baltimore, Maryland 21230
 
(410) 468-2512
(Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Class A Common StockUAANew York Stock Exchange
Class C Common StockUANew York Stock Exchange
(Title of each class)(Trading Symbols)(Name of each exchange on which registered)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑
As of October 31, 2024 there were 188,822,461 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 209,115,334 shares of Class C Common Stock outstanding.




UNDER ARMOUR, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited; In thousands, except share data)
September 30, 2024March 31, 2024
Assets
Current assets
Cash and cash equivalents$530,701 $858,691 
       Accounts receivable, net (Note 3)
723,042 757,339 
Inventories1,105,884 958,495 
Prepaid expenses and other current assets, net210,109 289,157 
Total current assets2,569,736 2,863,682 
Property and equipment, net (Note 4)
677,400 664,503 
Operating lease right-of-use assets (Note 5)
415,386 434,699 
Goodwill (Note 6)
495,029 478,302 
Intangible assets, net (Note 7)
6,092 7,000 
Deferred income taxes (Note 18)
241,502 221,033 
Other long-term assets89,448 91,515 
Total assets$4,494,593 $4,760,734 
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt (Note 9)
$— $80,919 
Accounts payable562,582 483,731 
Accrued expenses292,259 287,853 
Customer refund liabilities (Note 12)
144,983 139,283 
Operating lease liabilities (Note 5)
135,691 139,331 
Other current liabilities45,614 34,344 
Total current liabilities1,181,129 1,165,461 
Long-term debt, net of current maturities (Note 9)
594,592 594,873 
Operating lease liabilities, non-current (Note 5)
601,497 627,665 
Other long-term liabilities132,174 219,449 
Total liabilities2,509,392 2,607,448 
Stockholders' equity (Note 11)
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of September 30, 2024 and March 31, 2024; 188,821,994 shares issued and outstanding as of September 30, 2024 (March 31, 2024: 188,802,043)
63 63 
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares authorized, issued and outstanding as of September 30, 2024 and March 31, 2024
11 11 
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of September 30, 2024 and March 31, 2024; 209,057,637 shares issued and outstanding as of September 30, 2024 (March 31, 2024: 212,711,353)
69 70 
Additional paid-in capital1,212,378 1,181,854 
Retained earnings864,027 1,048,411 
Accumulated other comprehensive income (loss)(91,347)(77,123)
Total stockholders' equity1,985,201 2,153,286 
Total liabilities and stockholders' equity$4,494,593 $4,760,734 
Commitments and Contingencies (Note 10)

See accompanying notes.
1
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited; In thousands, except per share amounts)
 Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Net revenues (Note 12)
$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 charges (Note 13)
3,212 — 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) (Note 18)
(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 
Basic net income (loss) per share of Class A, B and C common stock (Note 19)
$0.39 $0.24 $(0.31)$0.26 
Diluted net income (loss) per share of Class A, B and C common stock (Note 19)
$0.39 $0.23 $(0.31)$0.25 
Weighted average common shares outstanding Class A, B and C common stock
Basic432,225 443,525 433,950 444,195 
Diluted435,685 453,715 433,950 454,107 
See accompanying notes.
2
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited; In thousands)
 Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Net income (loss)$170,382 $104,711 $(135,044)$114,721 
Other comprehensive income (loss):
Foreign currency translation adjustment9,306 (12,631)(7,257)(8,078)
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $6,295 and $(9,393), for the three months ended September 30, 2024 and 2023, respectively; $460 and $(2,208) for the six months ended September 30, 2024 and 2023, respectively.
(28,797)26,486 (11,181)18,230 
Gain (loss) on intra-entity foreign currency transactions4,978 (989)4,214 (9,371)
Total other comprehensive income (loss)(14,513)12,866 (14,224)781 
Comprehensive income (loss)$155,869 $117,577 $(149,268)$115,502 
See accompanying notes.
3
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited; In thousands)
Class A
Common Stock		Class B
Convertible
Common Stock		Class C
Common Stock		Additional Paid-in-CapitalRetained
Earnings		Accumulated Other Comprehensive Income (Loss)Total
Equity
SharesAmountSharesAmountSharesAmount
Balance as of June 30, 2023188,705 $63 34,450 $11 222,060 $73 $1,149,183 $905,212 $(79,927)$1,974,615 
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements— — — — (32)— — (214)— (214)
Excise tax on repurchases of common stock— — — — — — (425)— — (425)
Class C Common Stock repurchased — — — — (7,616)(2)1,299 (51,297)— (50,000)
Issuance of Class A Common Stock, net of forfeitures20 — — — — — — — — — 
Issuance of Class C Common Stock, net of forfeitures— — — — 277 — 911 — — 911 
Stock-based compensation expense— — — — — — 11,580 — — 11,580 
Comprehensive income (loss)— — — — — — — 104,711 12,866 117,577 
Balance as of September 30, 2023188,725 $63 34,450 $11 214,689 $71 $1,162,548 $958,412 $(67,061)$2,054,044 
Balance as of March 31, 2023188,705 $63 34,450 $11 221,347 $73 $1,136,536 $897,306 $(67,842)$1,966,147 
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements— — — — (333)— — (2,318)— (2,318)
Excise tax on repurchases of common stock— — — — — — (425)— — (425)
Class C Common Stock repurchased— — — — (7,616)(2)1,299 (51,297)— (50,000)
Issuance of Class A Common Stock, net of forfeitures20 — — — — — — — — — 
Issuance of Class C Common Stock, net of forfeitures— — — — 1,291 — 1,781 — — 1,781 
Stock-based compensation expense— — — — — — 23,357 — — 23,357 
Comprehensive income (loss)— — — — — — — 114,721 781 115,502 
Balance as of September 30, 2023188,725 $63 34,450 $11 214,689 $71 $1,162,548 $958,412 $(67,061)$2,054,044 

















4
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited; In thousands)
Class A
Common Stock		Class B
Convertible
Common Stock		Class C
Common Stock		Additional Paid-in-CapitalRetained
Earnings		Accumulated Other Comprehensive Income (Loss)Total
Equity
SharesAmountSharesAmountSharesAmount
Balance as of June 30, 2024188,802 $63 34,450 $11 208,794 $69 $1,199,163 $694,100 $(76,834)$1,816,572 
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements— — — — (61)— — (455)— (455)
Issuance of Class A Common Stock, net of forfeitures20 — — — — — — — — — 
Issuance of Class C Common Stock, net of forfeitures— — — — 325 — 671 — — 671 
Stock-based compensation expense— — — — — — 12,544 — — 12,544 
Comprehensive income (loss)— — — — — — — 170,382 (14,513)155,869 
Balance as of September 30, 2024188,822 $63 34,450 $11 209,058 $69 $1,212,378 $864,027 $(91,347)$1,985,201 
Balance as of March 31, 2024188,802 $63 34,450 $11 212,711 $70 $1,181,854 $1,048,411 $(77,123)$2,153,286 
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements— — — — (1,255)— — (8,399)— (8,399)
Excise tax on repurchases of common stock— — — — — — (200)— — (200)
Class C Common Stock repurchased— — — — (5,940)(2)943 (40,941)— (40,000)
Issuance of Class A Common Stock, net of forfeitures20 — — — — — — — — — 
Issuance of Class C Common Stock, net of forfeitures— — — — 3,542 1 1,313 — — 1,314 
Stock-based compensation expense— — — — — — 28,468 — — 28,468 
Comprehensive income (loss)— — — — — — — (135,044)(14,224)(149,268)
Balance as of September 30, 2024188,822 $63 34,450 $11 209,058 $69 $1,212,378 $864,027 $(91,347)$1,985,201 
See accompanying notes.
5
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited; In thousands)
 Six Months Ended September 30,
20242023
Cash flows from operating activities
Net income (loss)$(135,044)$114,721 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization65,565 68,287 
Unrealized foreign currency exchange rate (gain) loss(14,535)21,145 
Loss on disposal of property and equipment2,598 696 
Non-cash restructuring and impairment charges3,679 — 
Amortization of bond premium and debt issuance costs1,107 1,096 
Stock-based compensation28,468 23,357 
Deferred income taxes(6,400)(10,788)
Changes in reserves and allowances(607)18,471 
Changes in operating assets and liabilities:
Accounts receivable31,461 (51,327)
Inventories(144,058)30,034 
Prepaid expenses and other assets23,950 (13,421)
Other non-current assets9,428 47,671 
Accounts payable73,733 (120,353)
Accrued expenses and other liabilities(107,102)(71,161)
Customer refund liabilities5,671 (11,244)
Income taxes payable and receivable(6,323)8,299 
Net cash provided by (used in) operating activities(168,409)55,483 
Cash flows from investing activities
Purchases of property and equipment(91,503)(75,384)
Sale of MyFitnessPal platform50,000 45,000 
Sale of MapMyFitness platform8,000 — 
Purchase of UNLESS COLLECTIVE, Inc, net of cash acquired(9,788)— 
Net cash provided by (used in) investing activities(43,291)(30,384)
Cash flows from financing activities
Common shares repurchased(40,000)(50,000)
Repayment of long-term debt(80,919)— 
Employee taxes paid for shares withheld for income taxes(8,399)(2,318)
Proceeds from exercise of stock options and other stock issuances1,314 1,781 
Payments of debt financing costs(1,388)— 
Net cash provided by (used in) financing activities(129,392)(50,537)
Effect of exchange rate changes on cash, cash equivalents and restricted cash14,023 (28,671)
Net increase (decrease) in cash, cash equivalents and restricted cash(327,069)(54,109)
Cash, cash equivalents and restricted cash
Beginning of period876,917 726,745 
End of period$549,848 $672,636 
Non-cash investing and financing activities
Change in accrual for property and equipment$1,974 $(10,333)

Reconciliation of cash, cash equivalents and restricted cashSeptember 30, 2024September 30, 2023
Cash and cash equivalents$530,701 $654,885 
Restricted cash19,147 17,751 
Total cash, cash equivalents and restricted cash$549,848 $672,636 
See accompanying notes.
6
Under Armour, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited; Tabular amounts in thousands, except share and per share data)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Business
Under Armour, Inc. (together with its wholly owned subsidiaries, the "Company") is a developer, marketer and distributor of branded athletic performance apparel, footwear and accessories. The Company creates products engineered to make athletes better with a vision to inspire performance solutions you never knew you needed and can't imagine living without. The Company's products are made, sold and worn worldwide.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements are presented in U.S. Dollars and include the accounts of Under Armour, Inc. and its wholly owned subsidiaries. Certain information in footnote disclosures normally included in annual financial statements were condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") and accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim consolidated financial statements. In the opinion of management, all adjustments consisting of normal, recurring adjustments considered necessary for a fair statement of the financial position and results of operations were included. Intercompany balances and transactions were eliminated upon consolidation.
The unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 is derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 ("Fiscal 2024"), filed with the SEC on May 29, 2024 ("Annual Report on Form 10-K for Fiscal 2024"), which should be read in conjunction with these unaudited Condensed Consolidated Financial Statements. The unaudited results for the three and six months ended September 30, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending March 31, 2025 ("Fiscal 2025"), or any other portions thereof.
Reclassifications
Certain prior period comparative amounts have been reclassified to conform to the current period presentation. Such reclassifications were not material and did not affect the unaudited Condensed Consolidated Financial Statements.
Revisions to previously issued financial statements
As previously disclosed in the Company's Annual Report on Form 10-K for Fiscal 2024, the Company identified and corrected certain accounting errors. Using the guidance in Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-S99-1, Assessing Materiality, and ASC Topic 250-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated whether its previously issued consolidated financial statements were materially misstated due to these errors. Based upon the evaluation of both quantitative and qualitative factors, the Company concluded that the effects of these errors were not material individually or in the aggregate to any previously reported quarterly or annual period. However, the Company revised its previously issued annual consolidated financial statements to correct these errors. See Note 1 to the Company’s Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for Fiscal 2024, filed with the SEC on May 29, 2024 for additional details.
The following tables set forth the Company’s revisions to the unaudited Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2023 and unaudited Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2023. The unaudited Condensed Consolidated Financial Statements and accompanying notes included within this Quarterly Report on Form 10-Q have been revised to reflect these corrections.

7
Condensed Consolidated Statements of Operations
Three Months Ended September 30, 2023Six Months Ended September 30, 2023
(in thousands)As Previously ReportedAdjustmentAs RevisedAs Previously ReportedAdjustmentAs Revised
Net revenues$1,566,710 $(36)$1,566,674 $2,883,722 $(83)$2,883,639 
Cost of goods sold814,715 3,436 818,151 1,523,991 (370)1,523,621 
Gross profit751,995 (3,472)748,523 1,359,731 287 1,360,018 
Selling, general and administrative expenses606,236 2,814 609,050 1,193,042 5,080 1,198,122 
Income (loss) from operations145,759 (6,286)139,473 166,689 (4,793)161,896 
Interest income (expense), net(373)— (373)(1,999)— (1,999)
Other income (expense), net(6,429)325 (6,104)(12,814)650 (12,164)
Income (loss) before income taxes138,957 (5,961)132,996 151,876 (4,143)147,733 
Income tax expense (benefit) 29,494 (1,058)28,436 33,465 (701)32,764 
Income (loss) from equity method investments151 — 151 (248)— (248)
Net income (loss)$109,614 $(4,903)$104,711 $118,163 $(3,442)$114,721 
Basic net income (loss) per share$0.25 $(0.01)$0.24 $0.27 $(0.01)$0.26 
Diluted net income (loss) per share$0.24 $(0.01)$0.23 $0.26 $(0.01)$0.25 
Condensed Consolidated Statements of Cash Flows
Six Months Ended September 30, 2023
(in thousands)As Previously ReportedAdjustmentAs Revised
Cash flows from operating activities
Net income (loss)$118,163 $(3,442)$114,721 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization71,177 (2,890)68,287 
Unrealized foreign currency exchange rate (gain) loss21,145 — 21,145 
Loss on disposal of property and equipment696 — 696 
Amortization of bond premium and debt issuance costs1,096 — 1,096 
Stock-based compensation23,357 — 23,357 
Deferred income taxes(10,788)— (10,788)
Changes in reserves and allowances18,471 — 18,471 
Changes in operating assets and liabilities:
Accounts receivable(52,721)1,394 (51,327)
Inventories33,270 (3,236)30,034 
Prepaid expenses and other assets(10,934)(2,487)(13,421)
Other non-current assets49,659 (1,988)47,671 
Accounts payable(120,353)— (120,353)
Accrued expenses and other liabilities(75,751)4,590 (71,161)
Customer refund liability(11,244)— (11,244)
Income taxes payable and receivable9,000 (701)8,299 
Net cash provided by (used in) operating activities64,243 (8,760)55,483 
Cash flows from investing activities
Purchases of property and equipment(84,144)8,760 (75,384)
Sale of MyFitnessPal platform45,000 — 45,000 
Net cash provided by (used in) investing activities(39,144)8,760 (30,384)
Cash flows from financing activities
Net cash provided by (used in) financing activities(50,537)— (50,537)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(28,671)— (28,671)
Net increase (decrease) in cash, cash equivalents and restricted cash(54,109)— (54,109)
Cash, cash equivalents and restricted cash
Beginning of period727,726 (981)726,745 
End of period$673,617 $(981)$672,636 
8
Management Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates, judgments and assumptions are evaluated on an on-going basis. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable at that time; however, actual results could differ from these estimates.
As the impacts of major global events continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving events impact the Company's financial statements will depend on a number of factors including, but not limited to, any new information that may emerge concerning the severity of these major events and the actions that governments around the world may take in response. While the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of this reporting date, the Company may experience further impacts based on long-term effects on the Company's customers and the countries in which the Company operates. Refer to the risk factors discussed in Part I, Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for Fiscal 2024.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
The Company assesses the applicability and impact of all Accounting Standard Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB"). There were no ASUs adopted during the first half of Fiscal 2025.
Supplier Finance Programs
In September 2022, the FASB issued ASU 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. The Company adopted ASU 2022-04 on April 1, 2023 on a retrospective basis, except for the amendments relating to the rollforward requirement, which was adopted on April 1, 2024 and will be effective for the Company's Annual Report on Form 10-K for Fiscal 2025. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements. Refer to Note 8 of these Condensed Consolidated Financial Statements for a discussion of the Company's supply chain finance program.
Recently Issued Accounting Pronouncements
The Company assessed all recently issued ASUs and, other than those described below, determined them to be either not applicable or expected to have no material impact on its Condensed Consolidated Financial Statements and related disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03 "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures" ("ASU 2024-03"), which will require disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for the Company's Fiscal 2028 annual period and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements and related disclosures.
Income Tax
In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded income tax disclosures primarily related to an entity's effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and should be adopted on a prospective basis. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements and related disclosures.
Reportable Segments
In November 2023, the FASB issued ASU 2023-07 "Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which requires expanded disclosures about an entity’s reportable segments,
9
including more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how an entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for the Company's Fiscal 2025 annual period and interim periods thereafter. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements and related disclosures.

NOTE 3. ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company's allowance for doubtful accounts was established with information available as of September 30, 2024, including reasonable and supportable estimates of future risk. The following table illustrates the activity in the Company's allowance for doubtful accounts:
Allowance for doubtful accounts - within accounts receivable, net
Balance as of March 31, 2024$14,994 
Increases to costs and expenses2,834 
Write-offs, net of recoveries(149)
Balance as of September 30, 2024$17,679 

NOTE 4. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
As of September 30, 2024As of March 31, 2024
Leasehold and tenant improvements$499,110 $495,181 
Furniture, fixtures and displays306,302 301,897 
Buildings68,230 68,230 
Software280,890 350,811 
Office equipment140,597 139,223 
Plant equipment178,294 178,316 
Land82,410 82,410 
Construction in progress (1)
236,712 175,960 
Other23,247 28,910 
Subtotal property and equipment1,815,792 1,820,938 
Accumulated depreciation(1,138,392)(1,156,435)
Property and equipment, net$677,400 $664,503 
(1) Construction in progress primarily includes costs incurred for construction of corporate offices, leasehold improvements and in-store fixtures and displays not yet placed in use.

Depreciation expense related to property and equipment for the three and six months ended September 30, 2024 was $32.3 million and $64.8 million, respectively (three and six months ended September 30, 2023: $33.2 million and $67.5 million, respectively).

NOTE 5. LEASES
The Company enters into operating leases domestically and internationally to lease certain warehouse space, office facilities, space for its Brand and Factory House stores, and certain equipment under non-cancelable operating leases. The leases expire at various dates through 2038. Short-term lease payments were not material for the three and six months ended September 30, 2024 and 2023.
Lease Costs and Other Information
The Company recognizes lease expense on a straight-line basis over the lease term. There are no residual value guarantees that exist, and there are no restrictions or covenants imposed by leases. The following table illustrates operating and variable lease costs, included in selling, general and administrative expenses and certain
10
costs relating to lease assets held solely for sublet purposes, included in other income (expense), net within the Company's Condensed Consolidated Statements of Operations, for the periods indicated:
Three Months Ended September 30,Six Months Ended September 30,
2024202320242023
Operating lease costs$37,667 $37,418 $75,460 $75,310 
Variable lease costs$28,039 $22,054 $49,540 $42,162 
As previously disclosed, historically, variable lease costs primarily consisted of lease payments dependent on sales in Brand and Factory House stores. Prior period amounts, included in the table above, have been revised to also include other non-lease components payable to the lessor. Additionally, certain amounts previously disclosed as operating lease costs in error have been corrected to be classified as variable lease costs. This presentation change did not affect total lease related costs recorded within the Company's Condensed Consolidated Statements of Operations.
The Company subleases certain excess office facilities and warehouse space to third parties. Sublease income for the three and six months ended September 30, 2024 was not material.
The weighted average remaining lease term and discount rate for the periods indicated below were as follows:
As of September 30, 2024As of March 31, 2024
Weighted average remaining lease term (in years)7.367.62
Weighted average discount rate4.93 %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.

11
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