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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 June 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  ☐
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Emerging growth company☐
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As of July 31, 2024 there were 188,821,994 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 208,858,206 shares of Class C Common Stock outstanding.




UNDER ARMOUR, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
41
42

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited; In thousands, except share data)
June 30, 2024March 31, 2024
Assets
Current assets
Cash and cash equivalents$884,552 $858,691 
       Accounts receivable, net (Note 3)
684,695 757,339 
Inventories1,119,599 958,495 
Prepaid expenses and other current assets, net279,140 289,157 
Total current assets2,967,986 2,863,682 
Property and equipment, net (Note 4)
671,144 664,503 
Operating lease right-of-use assets (Note 5)
418,794 434,699 
Goodwill (Note 6)
476,098 478,302 
Intangible assets, net (Note 7)
6,433 7,000 
Deferred income taxes (Note 18)
228,468 221,033 
Other long-term assets91,588 91,515 
Total assets$4,860,511 $4,760,734 
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt (Note 9)
$— $80,919 
Accounts payable697,983 483,731 
Accrued expenses697,722 287,853 
Customer refund liabilities (Note 12)
130,506 139,283 
Operating lease liabilities (Note 5)
134,976 139,331 
Other current liabilities57,104 34,344 
Total current liabilities1,718,291 1,165,461 
Long-term debt, net of current maturities (Note 9)
595,384 594,873 
Operating lease liabilities, non-current (Note 5)
612,416 627,665 
Other long-term liabilities117,848 219,449 
Total liabilities3,043,939 2,607,448 
Stockholders' equity (Note 11)
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of June 30, 2024 and March 31, 2024; 188,802,043 shares issued and outstanding as of June 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 June 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 June 30, 2024 and March 31, 2024; 208,793,761 shares issued and outstanding as of June 30, 2024 (March 31, 2024: 212,711,353)
69 70 
Additional paid-in capital1,199,163 1,181,854 
Retained earnings694,100 1,048,411 
Accumulated other comprehensive income (loss)(76,834)(77,123)
Total stockholders' equity1,816,572 2,153,286 
Total liabilities and stockholders' equity$4,860,511 $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 June 30,
20242023
Net revenues (Note 12)
$1,183,665 $1,316,965 
Cost of goods sold620,990 705,470 
Gross profit562,675 611,495 
Selling, general and administrative expenses837,317 589,072 
Restructuring charges (Note 13)
25,086 — 
Income (loss) from operations(299,728)22,423 
Interest income (expense), net2,344 (1,626)
Other income (expense), net(2,730)(6,060)
Income (loss) before income taxes(300,114)14,737 
Income tax expense (benefit) (Note 18)
5,149 4,328 
Income (loss) from equity method investments(163)(399)
Net income (loss)$(305,426)$10,010 
Basic net income (loss) per share of Class A, B and C common stock (Note 19)
$(0.70)$0.02 
Diluted net income (loss) per share of Class A, B and C common stock (Note 19)
$(0.70)$0.02 
Weighted average common shares outstanding Class A, B and C common stock
Basic435,693 444,872 
Diluted435,693 454,506 
See accompanying notes.
2
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited; In thousands)
 Three Months Ended June 30,
20242023
Net income (loss)$(305,426)$10,010 
Other comprehensive income (loss):
Foreign currency translation adjustment(16,563)4,553 
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $(5,835) and $7,185, for the three months ended June 30, 2024 and 2023, respectively.
17,616 (8,256)
Gain (loss) on intra-entity foreign currency transactions(764)(8,382)
Total other comprehensive income (loss)289 (12,085)
Comprehensive income (loss)$(305,137)$(2,075)
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 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— — — — (301)— — (2,104)— (2,104)
Issuance of Class C Common Stock, net of forfeitures— — — — 1,014 — 870 — — 870 
Stock-based compensation expense— — — — — — 11,777 — — 11,777 
Comprehensive income (loss)— — — — — — — 10,010 (12,085)(2,075)
Balance as of June 30, 2023188,705 $63 34,450 $11 222,060 $73 $1,149,183 $905,212 $(79,927)$1,974,615 
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— — — — (1,194)— — (7,944)— (7,944)
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 C Common Stock, net of forfeitures— — — — 3,217 1 642 — — 643 
Stock-based compensation expense— — — — — — 15,924 — — 15,924 
Comprehensive income (loss)— — — — — — — (305,426)289 (305,137)
Balance as of June 30, 2024188,802 $63 34,450 $11 208,794 $69 $1,199,163 $694,100 $(76,834)$1,816,572 

See accompanying notes.
4
Under Armour, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited; In thousands)
 Three Months Ended June 30,
20242023
Cash flows from operating activities
Net income (loss)$(305,426)$10,010 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization32,830 34,695 
Unrealized foreign currency exchange rate (gain) loss1,610 8,230 
Loss on disposal of property and equipment379 405 
Non-cash restructuring and impairment charges8,038 — 
Amortization of bond premium and debt issuance costs511 548 
Stock-based compensation15,924 11,777 
Deferred income taxes7,071 (8,756)
Changes in reserves and allowances(22)12,005 
Changes in operating assets and liabilities:
Accounts receivable71,014 63,725 
Inventories(162,623)(145,023)
Prepaid expenses and other assets(34,830)(10,148)
Other non-current assets13,837 28,715 
Accounts payable200,289 46,854 
Accrued expenses and other liabilities320,270 (46,795)
Customer refund liabilities(9,007)(24,472)
Income taxes payable and receivable(6,890)12,223 
Net cash provided by (used in) operating activities152,975 (6,007)
Cash flows from investing activities
Purchases of property and equipment(45,681)(32,553)
Sale of MyFitnessPal platform50,000 45,000 
Net cash provided by (used in) investing activities4,319 12,447 
Cash flows from financing activities
Common shares repurchased(40,000)— 
Repayment of long-term debt(80,919)— 
Employee taxes paid for shares withheld for income taxes(7,944)(2,104)
Proceeds from exercise of stock options and other stock issuances643 870 
Net cash provided by (used in) financing activities(128,220)(1,234)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(2,830)(12,087)
Net increase (decrease) in cash, cash equivalents and restricted cash26,244 (6,881)
Cash, cash equivalents and restricted cash
Beginning of period876,917 726,745 
End of period$903,161 $719,864 
Non-cash investing and financing activities
Change in accrual for property and equipment$(4,670)$(11,547)

Reconciliation of cash, cash equivalents and restricted cashJune 30, 2024June 30, 2023
Cash and cash equivalents$884,552 $702,610 
Restricted cash18,609 17,254 
Total cash, cash equivalents and restricted cash$903,161 $719,864 
See accompanying notes.
5
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 June 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 months ended June 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 and unaudited Condensed Consolidated Statements of Cash Flows for the three months ended June 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.






6
Condensed Consolidated Statements of Operations
Three Months Ended June 30, 2023
(in thousands)As Previously ReportedAdjustmentAs Revised
Net revenues$1,317,012 $(47)$1,316,965 
Cost of goods sold709,276 (3,806)705,470 
Gross profit607,736 3,759 611,495 
Selling, general and administrative expenses586,806 2,266 589,072 
Income (loss) from operations20,930 1,493 22,423 
Interest income (expense), net(1,626)— (1,626)
Other income (expense), net(6,385)325 (6,060)
Income (loss) before income taxes12,919 1,818 14,737 
Income tax expense (benefit) 3,971 357 4,328 
Income (loss) from equity method investments(399)— (399)
Net income (loss)$8,549 $1,461 $10,010 
Basic net income (loss) per share$0.02 $— $0.02 
Diluted net income (loss) per share$0.02 $— $0.02 

Condensed Consolidated Statements of Cash Flows
Three Months Ended June 30, 2023
(in thousands)As Previously ReportedAdjustmentAs Revised
Cash flows from operating activities
Net income (loss)$8,549 $1,461 $10,010 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization36,169 (1,474)34,695 
Unrealized foreign currency exchange rate (gain) loss8,230 — 8,230 
Loss on disposal of property and equipment405 — 405 
Amortization of bond premium and debt issuance costs548 — 548 
Stock-based compensation11,777 — 11,777 
Deferred income taxes(8,756)— (8,756)
Changes in reserves and allowances12,005 — 12,005 
Changes in operating assets and liabilities:
Accounts receivable63,059 666 63,725 
Inventories(140,213)(4,810)(145,023)
Prepaid expenses and other assets(7,206)(2,942)(10,148)
Other non-current assets30,155 (1,440)28,715 
Accounts payable46,854 — 46,854 
Accrued expenses and other liabilities(47,939)1,144 (46,795)
Customer refund liability(24,472)(24,472)
Income taxes payable and receivable11,866 357 12,223 
Net cash provided by (used in) operating activities1,031 (7,038)(6,007)
Cash flows from investing activities
Purchases of property and equipment(39,591)7,038 (32,553)
Sale of MyFitnessPal platform45,000 — 45,000 
Net cash provided by (used in) investing activities5,409 7,038 12,447 
Cash flows from financing activities
Net cash provided by (used in) financing activities(1,234)— (1,234)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(12,087)— (12,087)
Net increase (decrease) in cash, cash equivalents and restricted cash(6,881)— (6,881)
Cash, cash equivalents and restricted cash
Beginning of period727,726 — 726,745 
End of period$720,845 $— $719,864 
7
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. Please see 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 quarter 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.
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, 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.
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.

8
NOTE 3. ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company's allowance for doubtful accounts was established with information available as of June 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 expenses860 
Write-offs, net of recoveries(433)
Balance as of June 30, 2024$15,421 

NOTE 4. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
As of June 30, 2024As of March 31, 2024
Leasehold and tenant improvements$498,647 $495,181 
Furniture, fixtures and displays301,692 301,897 
Buildings68,230 68,230 
Software350,533 350,811 
Office equipment141,318 139,223 
Plant equipment178,291 178,316 
Land82,410 82,410 
Construction in progress (1)
211,566 175,960 
Other22,129 28,910 
Subtotal property and equipment1,854,816 1,820,938 
Accumulated depreciation(1,183,672)(1,156,435)
Property and equipment, net$671,144 $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 was $32.5 million for the three months ended June 30, 2024 (three months ended June 30, 2023: $34.3 million).

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 months ended June 30, 2024 and 2023.
Lease Costs and Other Information
The Company recognizes lease expense on a straight-line basis over the lease term. The following table illustrates operating and variable lease costs, included in selling, general and administrative expenses and certain 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 June 30,
20242023
Operating lease costs$37,793 $37,892 
Variable lease costs$21,501 $20,108 
9
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.
There are no residual value guarantees that exist, and there are no restrictions or covenants imposed by leases. The Company also subleases certain excess office facilities and warehouse space to third parties. Sublease income is not material.
The weighted average remaining lease term and discount rate for the periods indicated below were as follows:
As of June 30, 2024As of March 31, 2024
Weighted average remaining lease term (in years)7.537.62
Weighted average discount rate4.94 %4.95 %
Supplemental Cash Flow Information
The following table presents supplemental information relating to cash flow arising from lease transactions:
Three Months Ended June 30,
20242023
Operating cash outflows from operating leases$46,589 $43,614 
Leased assets obtained in exchange for new operating lease liabilities$13,555 $5,380 
Maturity of Lease Liabilities
The following table presents the future minimum lease payments under the Company's operating lease liabilities as of June 30, 2024:
Fiscal year ending March 31,
2025 (nine months ending)$132,130 
2026146,656 
2027123,974 
2028104,275 
202971,846 
2030 and thereafter311,380 
Total lease payments$890,261 
Less: Interest142,869 
Total present value of lease liabilities$747,392 
As of June 30, 2024, the Company has additional operating lease obligations that have not yet commenced of approximately $83.7 million, which are not reflected in the table above. This amount includes approximately $58.0 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.

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-PacificLatin AmericaTotal
Balance as of March 31, 2024$301,371 $101,958 $74,973 $— $478,302 
Effect of currency translation adjustment— (876)(1,328)— (2,204)
Balance as of June 30, 2024$301,371 $101,082 $73,645 $— $476,098 

10
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 June 30, 2024
Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Intangible assets subject to amortization:
Customer relationships
2-6
8,521 (5,994)2,527 
Lease-related intangible assets
1-15
1,646 (1,575)71 
Total$10,167 $(7,569)$2,598 
Indefinite-lived intangible assets 3,835 
Intangible assets, net$6,433 

 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, was $0.4 million for the three months ended June 30, 2024 (three months ended June 30, 2023: $0.4 million).
The following is the estimated future amortization expense for the Company's intangible assets as of June 30, 2024:
Fiscal year ending March 31,
2025 (nine months ending)$1,164 
20261,425 
20279 
2028— 
2029— 
2030 and thereafter— 
Total amortization expense of intangible assets$2,598 

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 $250.2 million as of June 30, 2024 (March 31, 2024: $159.4 million).
11
NOTE 9. CREDIT FACILITY AND OTHER LONG-TERM DEBT
The Company's outstanding debt consisted of the following:
As of
June 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(497)(560)
Unamortized debt issuance costs - Convertible Senior Notes— (16)
Unamortized debt issuance costs - Senior Notes(1,054)(1,189)
Unamortized debt issuance costs - Credit facility(3,065)(3,362)
Total amount outstanding595,384 675,792 
Less:
Current portion of long-term debt:
1.50% Convertible Senior Notes due 2024
— 80,919 
Non-current portion of long-term debt$595,384 $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"). Subsequent to the quarter end, 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 June 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 June 30, 2024, $4.2 million of letters of credit were outstanding (March 31, 2024: $4.2 million).
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
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covenants for the quarter ended June 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 June 30, 2024, the commitment fee was 17.5 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.
3.250% Senior Notes
In June 2016, the Company issued $600.0 million aggregate principal amount of 3.250% senior unsecured notes due June 15, 2026 (the "Senior Notes"). The Senior Notes bear interest at the fixed rate of 3.250% 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 $5.7 million for three months ended June 30, 2024 (three months ended June 30, 2023: $5.8 million).
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Maturity of Long-Term Debt
The following are the scheduled maturities of long-term debt as of June 30, 2024:
Fiscal year ending March 31,
2025 (nine months ending)$— 
2026— 
2027600,000 
2028— 
2029— 
2030 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 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.
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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 will pay or will cause to be paid an amount equal to $434 million to the members of the class. In addition, the Company will agree 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.
By entering into the Settlement, the defendants are in no way conceding or admitting 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.
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
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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 18, 2024, all parties to the Viskovich Action filed a stipulation seeking, among other things, the issuance of an order consolidating the Viskovich Action into the Consolidated Kenney Derivative Action. 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 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 “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 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 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 order denying Paul's motion and ordering that the 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.
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The Company continues to believe that the claims asserted in the 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 Accounting Standards Codification (“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.
As of June 30, 2024, the Company has recorded an accrual of $434 million in respect of legal proceeding contingencies, which is included in accrued expenses on the Company's Condensed Consolidated Balance Sheets, as well as $60 million of insurance receivables related to the settlement of this matter. In August 2024, the Company utilized a combination of balance sheet cash and insurance receivables to fund the Settlement.
In addition, 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. 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. The Company currently expects that $50 million of the insurance receivables recognized as of June 30, 2024 remains subject to appeal by the insurance carriers. Under Armour has opposed the insurance carriers’ motion, and briefing on the motion was completed on May 23, 2024.
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 June 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 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 June 30, 2024. The terms of the Class C Common Stock are substantially
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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 three months ended June 30, 2024, under the above authorization, the Company entered into a supplemental confirmation (the "May 2024 ASR Agreement") of an accelerated share repurchase transaction with Citigroup Global Markets Inc. ("Citigroup") to repurchase $40.0 million of the Company's Class C Common Stock, and received a total of 5.9 million shares of Class C Common Stock from Citigroup, which were immediately retired. As a result, $40.9 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value. Additionally, the Company accrued $0.2 million of excise tax in connection with the May 2024 ASR Agreement share repurchase, which was recorded in other current liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2024.
No shares were repurchased during the three months ended June 30, 2023, under the Company's previously approved $500 million share repurchase program which was completed in December 2023.

NOTE 12. REVENUES
The following tables summarize the Company's net revenues by product category and distribution channels:
 Three Months Ended June 30,
20242023
Apparel$757,792 $824,613 
Footwear310,389 363,670 
Accessories92,545 97,862 
Net Sales1,160,726 1,286,145 
License revenues21,671 25,072 
Corporate Other1,268 5,748 
    Total net revenues$1,183,665 $1,316,965 


 Three Months Ended June 30,
20242023
Wholesale$680,513 $741,958 
Direct-to-consumer480,213 544,187 
Net Sales1,160,726 1,286,145 
License revenues21,671 25,072 
Corporate Other1,268 5,748 
    Total net revenues$1,183,665 $1,316,965 

The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. These reserves are included within customer refund liability and the value of the inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the Condensed
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Consolidated Balance Sheets. The following table presents the customer refund liability, as well as the associated value of inventory for the periods indicated:
As of
June 30, 2024		As of
March 31, 2024
Customer refund liability$130,506 $139,283 
Inventory associated with reserves for sales returns$24,990 $29,514 
Contract Liabilities
Contract liabilities are recorded when a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional, before the transfer of a good or service to the customer, and thus represent the Company's obligation to transfer the good or service to the customer at a future date. The Company's contract liabilities primarily consist of (i) gift cards, which are included in accrued expenses on the Company's Condensed Consolidated Balance Sheets, and (ii) points associated with the loyalty programs and payments received in advance of revenue recognition for subscriptions for the Company's digital fitness applications and royalty arrangements, which are included in other current liabilities on the Company's Condensed Consolidated Balance Sheets.
The following table summarizes the change in the contract liabilities balance during the three months ended June 30, 2024, which primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.
Total Contract Liabilities
Balance as of March 31, 2024$26,322 
Revenues deferred12,615 
Revenues recognized(1)
(9,930)
Foreign exchange and other164 
Balance as of June 30, 2024$29,171 
(1) Includes approximately $2.7 million of revenue from gift cards and subscriptions that was previously included in contract liabilities as of March 31, 2024. Loyalty points are not separately identifiable and therefore revenues recognized from the redemption of loyalty points consists of both points that were included in the liability balance at the beginning of the period and those that were issued during the period.

NOTE 13. RESTRUCTURING AND RELATED CHARGES
On May 15, 2024, the Company's Board of Directors approved a restructuring plan (the "2025 restructuring plan") designed to rebalance the Company's cost base to further improve profitability and cash flow generation. In connection with this plan, the Company expects to incur total estimated pre-tax restructuring and related charges in the range of $70 million to $90 million during Fiscal 2025 primarily consisting of up to approximately:
•$50 million in cash-related charges, consisting of approximately $15 million in employee severance and benefits costs, and $35 million related to various transformational initiatives; and
•$40 million in non-cash charges consisting of approximately $7 million in employee severance and benefits costs and $33 million in facility, software and other asset-related charges and impairments.
Restructuring and related charges are included in the Company's Corporate Other segment. The summary of the costs recorded during the three months ended June 30, 2024 as well as the Company's current estimates of the amount expected to be incurred during the remainder of Fiscal 2025 in connection with the 2025 restructuring plan is as follows:
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Estimated Restructuring and Related Charges (1)
Three Months Ended
June 30, 2024		Remaining to be incurredTotal to be incurred under plan
Costs recorded in restructuring charges:
Property and equipment impairments$3,883 
Operating lease right of use asset impairments4,155 
Employee related costs 10,345 
Other restructuring costs 6,703 
Total costs recorded in restructuring charges$25,086 $23,914 $49,000 
Costs recorded in selling, general and administrative expenses:
Employee related costs8,522 
Other transformation initiatives135 
Total costs recorded in selling, general and administrative expenses$8,657 $32,343 $41,000 
Total restructuring and related charges$33,743 $56,257 $90,000 
(1) Estimated restructuring and related charges to be incurred reflect the high-end of the range of the estimated remaining charges expected to be taken by the Company during Fiscal 2025 in connection with the 2025 restructuring plan.

Restructuring and related charges and recoveries require the Company to make certain judgments and estimates regarding the amount and timing as to when these charges or recoveries occur. The estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. The restructuring reserve is recorded within current liabilities on the Condensed Consolidated Balance Sheets. On a quarterly basis, the Company conducts an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate, as new or updated information becomes available.
A summary of the activity in the restructuring reserve related to the Company's 2025 restructuring plan for the three months ended June 30, 2024 is as follows:
Employee Related CostsOther Restructuring Related Costs
Balance as of March 31, 2024$— $— 
Net additions (recoveries) charged to expense(1)
10,345 6,703 
Cash payments (3,151)— 
Foreign exchange and other(13)— 
Balance as of June 30, 2024$7,181 $6,703 
(1) Amount excludes $3.9 million of property and equipment impairment charges and $4.2 million of operating lease right of use asset impairment charges.

NOTE 14. OTHER EMPLOYEE BENEFITS
The Company offers a 401(k) Deferred Compensation Plan for the benefit of eligible employees. Employee contributions are voluntary and subject to Internal Revenue Service limitations. The Company matches a portion of the participant's contribution and recorded expense of $3.6 million during the three months ended June 30, 2024 (three months ended June 30, 2023: $3.4 million).
In addition, the Company offers the Under Armour, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan") which allows a select group of management or highly compensated employees, as approved by the Human Capital and Compensation Committee of the Board of Directors, to make an annual base salary and/or bonus deferral for each year. As of June 30, 2024, the Deferred Compensation Plan obligations, which are included in other long-term liabilities on the Condensed Consolidated Balance Sheets, were $15.9 million (March 31, 2024: $16.2 million).
The Company established a Rabbi Trust to fund obligations to participants in the Deferred Compensation Plan. As of June 30, 2024, the assets held in the Rabbi Trust were trust owned life insurance ("TOLI") policies with
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cash-surrender values of $8.6 million (March 31, 2024: $9.1 million). These assets are consolidated and are included in other long-term assets on the Condensed Consolidated Balance Sheets.
Refer to Note 16 of these Condensed Consolidated Financial Statements for a discussion of the fair value measurements of the assets held in the Rabbi Trust and the Deferred Compensation Plan obligations.

NOTE 15. STOCK BASED COMPENSATION
The Under Armour, Inc. Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan as amended (the "2005 Plan") provides for the issuance of stock options, restricted stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. The 2005 Plan terminates in 2033. As of June 30, 2024, 8.3 million Class A shares and 28.3 million Class C shares are available for future grants of awards under the 2005 Plan.
Awards Granted to Employees and Non-Employee Directors
Total stock-based compensation expense associated with awards granted to employees and non-employee directors for the three months ended June 30, 2024 was $14.4 million (three months ended June 30, 2023: $10.3 million). As of June 30, 2024, the Company had $82.1 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.37 years. The unrecognized expense does not include any expense related to performance-based restricted stock unit awards for which the performance targets have been deemed improbable as of June 30, 2024. Refer to "Stock Options" and "Restricted Stock and Restricted Stock Unit Awards" below for further information on these awards. A summary of each of these plans is as follows:
Employee Stock Compensation Plan
Stock options, restricted stock and restricted stock unit awards under the 2005 Plan generally vest ratably over a period of two to five years. The contractual term for stock options is generally 10 years from the date of grant. The Company generally receives a tax deduction for any ordinary income recognized by a participant in respect to an award under the 2005 Plan.
Non-Employee Director Compensation Plan
The Company's Non-Employee Director Compensation Plan (the "Director Compensation Plan") provides for cash compensation and equity awards to non-employee directors of the Company under the 2005 Plan. Non-employee directors have the option to defer the value of their annual cash retainers as deferred stock units in accordance with the Under Armour, Inc. Non-Employee Deferred Stock Unit Plan (the "DSU Plan"). Each new non-employee director receives an award of restricted stock units upon the initial election to the Board of Directors, with the units covering stock valued at $100 thousand on the grant date and vesting in three equal annual installments. In addition, each non-employee director receives, following each annual stockholders' meeting, a grant under the 2005 Plan of restricted stock units covering stock valued at $150 thousand on the grant date. Each award vests 100% on the date of the next annual stockholders' meeting following the grant date.
The receipt of the shares otherwise deliverable upon vesting of the restricted stock units automatically defers into deferred stock units under the DSU Plan. Under the DSU Plan each deferred stock unit represents the Company’s obligation to issue one share of the Company's Class A or Class C Common Stock with the shares delivered six months following the termination of the director's service. The Company had 0.8 million deferred stock units outstanding as of June 30, 2024.
Employee Stock Purchase Plan
The Company's Employee Stock Purchase Plans (the "ESPPs") allow for the purchase of Class A Common Stock and Class C Common Stock by all eligible employees at a 15% discount from fair market value subject to certain limits as defined in the ESPPs. As of June 30, 2024, 2.7 million Class A shares and 0.5 million Class C shares are available for future purchases under the ESPPs. During the three months ended June 30, 2024, 0.1 million Class C shares were purchased under the ESPPs (three months ended June 30, 2023: 0.1 million).
Awards granted to Certain Marketing and Other Partners
In addition to the plans discussed above, the Company may also, from time to time, issue deferred stock units or restricted stock units to certain of our marketing and other partners in connection with their entering into endorsement or other service agreements with the Company. The terms of each agreement set forth the number of
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units to be granted and the delivery dates for the shares, which range over a multi-year period, depending on the contract.
Total stock-based compensation expense related to these awards for the three months ended June 30, 2024 was $1.9 million (three months ended June 30, 2023: $2.3 million). As of June 30, 2024, the Company had $69.1 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 10.07 years.
Summary by Award Classification:
Stock Options
A summary of the Company's stock options activity for the three months ended June 30, 2024 is presented below:
Number
of Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Total
Intrinsic
Value
Outstanding at March 31, 2024
1,578 $19.44 3.82$— 
Granted, at fair market value— — — — 
Exercised— — — — 
Forfeited— — — — 
Outstanding at June 30, 2024
1,578 $19.44 3.57$— 
Options exercisable at June 30, 2024
1,578 $19.44 3.57$— 

Restricted Stock and Restricted Stock Unit Awards
A summary of the Company's restricted stock and restricted stock unit awards activity for the three months ended June 30, 2024 is presented below: 
Number of
Restricted Shares
Weighted Average
Grant Date Fair Value
Outstanding at March 31, 2024
20,776 $8.58 
Granted7,970 6.12 
Forfeited(1,987)7.67 
Vested(3,125)9.22 
Outstanding at June 30, 2024
23,634 $7.74 
The awards outstanding at June 30, 2024 in the table above includes 1.0 million, 1.0 million and 0.5 million of performance-based restricted stock units with financial performance conditions that were awarded to certain executives and key employees under the 2005 Plan during the three months ended June 30, 2024, Fiscal 2024 and Fiscal 2023, respectively. The performance-based restricted stock units with financial performance conditions awarded during three months ended June 30, 2024, Fiscal 2024 and Fiscal 2023 have a weighted average fair value of $6.78, $6.93 and $9.13, respectively, and have vesting that is tied to the achievement of certain annual revenue and operating income targets.
As of June 30, 2024, the Company deemed the achievement of the targets for the performance-based restricted stock units granted during Fiscal 2024 and Fiscal 2023 to be improbable and as such no stock-based compensation expense was recorded during the three months ended June 30, 2024.
As of June 30, 2024, the Company deemed the achievement of the targets for the performance-based restricted stock units awarded during the three months ended June 30, 2024 to be probable and recorded stock-based compensation expense of $0.3 million related to these awards.
The Company assesses the probability of the achievement of the revenue and operating income targets at the end of each reporting period and based on that assessment cumulative adjustments may be recorded in future periods.
The awards outstanding at June 30, 2024 in the table above also include 2.0 million of performance-based restricted stock units awarded to the Company's President and CEO under the 2005 plan during the three months
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ended June 30, 2024 that are based on market performance conditions. The performance-based restricted stock units based on market conditions have a weighted average fair value of $4.13 and have vesting that is tied to the achievement of certain stock price targets for the Company's Class C Common Stock. The fair value of these awards was determined on the grant date using a Monte Carlo simulation model. The Company recorded $0.2 million of compensation expense related to these awards during the three months ended June 30, 2024.

NOTE 16. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value accounting guidance outlines a valuation framework, creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures, and prioritizes the inputs used in measuring fair value as follows:
Level 1:Observable inputs such as quoted prices in active markets;
Level 2:Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
Financial assets and liabilities measured at fair value on a recurring basis
The Company's financial assets (liabilities) measured at fair value on a recurring basis consisted of the following types of instruments as of the following periods:
June 30, 2024March 31, 2024
Level 1Level 2Level 3Level 1Level 2Level 3
Derivative foreign currency contracts (see Note 17)
$— $16,568 $— $— $(4,643)$— 
TOLI policies held by the Rabbi Trust (see Note 14)
$— $8,558 $— $— $9,105 $— 
Deferred Compensation Plan obligations (see Note 14)
$— $(15,880)$— $— $(16,151)$— 
Fair values of the financial assets and liabilities listed above are determined using inputs that use as their basis readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers. The foreign currency contracts represent unrealized gains and losses on derivative contracts, which is the net difference between the U.S. dollar value to be received or paid at the contracts' settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current market exchange rate. The fair value of the TOLI policies held by the Rabbi Trust are based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are initially made in the same funds and purchased in substantially the same amounts as the selected investments of participants in the Deferred Compensation Plan, which represent the underlying liabilities to participants. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants' selected investments.
Fair value of Long-Term Debt
The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). As of June 30, 2024, the fair value of the Senior Notes was $568.3 million (March 31, 2024: $569.1 million).
Assets and liabilities measured at fair value on a non-recurring basis
Certain assets are not remeasured to fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. These assets can include long-lived assets and goodwill that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.

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NOTE 17. RISK MANAGEMENT AND DERIVATIVES
The Company is exposed to global market risks, including the effects of changes in foreign currency and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business and does not hold or issue derivatives for trading or speculative purposes.
The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP. The Company formally documents all relationships between designated hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to forecasted cash flows and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.
The Company's foreign exchange risk management program consists of designated cash flow hedges and undesignated hedges. As of June 30, 2024, the Company has hedge instruments primarily for:
•British Pound/U.S. Dollar;
•Euro/U.S. Dollar;
•U.S. Dollar/Chinese Renminbi;
•U.S. Dollar/Canadian Dollar;
•U.S. Dollar/Mexican Peso; and
•U.S. Dollar/Korean Won.
All derivatives are recognized on the Condensed Consolidated Balance Sheets at fair value and classified based on the instrument's maturity date.
The following table presents the fair values of derivative instruments within the Condensed Consolidated Balance Sheets. Refer to Note 16 of these Condensed Consolidated Financial Statements for a discussion of the fair value measurements.
Balance Sheet ClassificationJune 30, 2024March 31, 2024
Derivatives designated as hedging instruments under ASC 815
Foreign currency contractsOther current assets$18,163 $10,477 
Foreign currency contractsOther long-term assets5,403 2,760 
Total derivative assets designated as hedging instruments$23,566 $13,237 
Foreign currency contractsOther current liabilities$7,800 $17,761 
Foreign currency contractsOther long-term liabilities219 1,171 
Total derivative liabilities designated as hedging instruments$8,019 $18,932 
Derivatives not designated as hedging instruments under ASC 815
Foreign currency contractsOther current assets$228 $559 
Total derivative assets not designated as hedging instruments$228 $559 
Foreign currency contractsOther current liabilities$13 $600 
Foreign currency contractsOther long-term liabilities— — 
Total derivative liabilities not designated as hedging instruments$13 $600 

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The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items:
Three Months Ended June 30,
20242023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues$1,183,665 $75 $1,316,965 $4,475 
Cost of goods sold$620,990 $(3,161)$705,470 $294 
Interest income (expense), net$2,344 $(9)$(1,626)$(9)
Other income (expense), net$(2,730)$— $(6,060)$— 

The following tables present the amounts affecting the Condensed Consolidated Statements of Comprehensive Income (Loss) from derivatives designated as cash flow hedges:
Balance as of
March 31, 2024		Amount of gain (loss) recognized in other comprehensive income (loss) on derivativesAmount of gain (loss) reclassified from other comprehensive income (loss) into incomeBalance as of
June 30, 2024
Foreign currency contracts$(10,645)$20,356 $(3,086)$12,797 
Interest rate swaps(422)— (9)(413)
Total designated as cash flow hedges$(11,067)$20,356 $(3,095)$12,384 

Balance as of
March 31, 2023		Amount of gain (loss) recognized in other comprehensive income (loss) on derivativesAmount of gain (loss) reclassified from other comprehensive income (loss) into incomeBalance as of
June 30, 2023
Foreign currency contracts$(4,764)$(10,681)$4,769 $(20,214)
Interest rate swaps(458)— (9)(449)
Total designated as cash flow hedges$(5,222)$(10,681)$4,760 $(20,663)

The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of undesignated derivative instruments are recorded and the effects of fair value hedge activity on these line items:
Three Months Ended June 30,
20242023
TotalAmount of Gain (Loss) on Fair Value Hedge ActivityTotalAmount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net$(2,730)$1,051 $(6,060)$(2,312)
Cash Flow Hedges
The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions generated by its international subsidiaries in currencies other than their local currencies. These gains and losses are driven by non-functional currency generated revenue, non-functional currency inventory purchases and certain other intercompany transactions. The Company enters into foreign currency contracts to reduce the risk associated with the foreign currency exchange rate fluctuations on these transactions. Certain contracts are designated as cash flow hedges. As of June 30, 2024, the aggregate notional value of the Company's outstanding cash flow hedges was $1,282.5 million (March 31, 2024: $1,199.1 million), with contract maturities ranging from one to twenty-four months.
The Company may enter into long-term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of the Company's long-term debt can be expected to vary as
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a result of future business requirements, market conditions and other factors. The Company may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations. The interest rate swap contracts are accounted for as cash flow hedges. Refer to Note 9 of these Condensed Consolidated Financial Statements for a discussion of long-term debt.
For contracts designated as cash flow hedges, the changes in fair value are reported as other comprehensive income (loss) and are recognized in current earnings in the period or periods during which the hedged transaction affects current earnings. Effective hedge results are classified in the Condensed Consolidated Statements of Operations in the same manner as the underlying exposure.
Undesignated Derivative Instruments
The Company has entered into foreign exchange forward contracts to mitigate the change in fair value of specific assets and liabilities on the Condensed Consolidated Balance Sheets. Undesignated instruments are recorded at fair value as a derivative asset or liability on the Condensed Consolidated Balance Sheets with their corresponding change in fair value recognized in other expense, net, together with the re-measurement gain or loss from the hedged balance sheet position. As of June 30, 2024, the total notional value of the Company's outstanding undesignated derivative instruments was $197.2 million (March 31, 2024: $449.0 million).
Credit Risk
The Company enters into derivative contracts with major financial institutions with investment grade credit ratings and is exposed to credit losses in the event of non-performance by these financial institutions. This credit risk is generally limited to the unrealized gains in the derivative contracts. However, the Company monitors the credit quality of these financial institutions and considers the risk of counterparty default to be minimal.
NOTE 18. PROVISION FOR INCOME TAXES
The Company computes its quarterly income tax provision under the effective tax rate method by applying an estimated anticipated annual effective rate to the Company's year-to-date earnings, except for significant and unusual or extraordinary transactions. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to earnings in the loss jurisdiction. Income tax provision for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.
The effective rates for income taxes were (1.7)% and 29.4% for the three months ended June 30, 2024 and 2023, respectively. The decrease in the Company's effective tax rate was primarily driven by the proportion of earnings subject to tax in the U.S. as compared to foreign jurisdictions in each period and the Fiscal Year 2025 impact of U.S. losses on foreign earnings subject to tax in the United States.
Valuation Allowance
The Company evaluates on a quarterly basis whether the deferred tax assets are realizable which requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company's deferred tax assets, which increase income tax expense in the period when such a determination is made.
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2024, for U.S. states and certain foreign taxing jurisdictions, the Company believe the weight of the negative evidence continues to outweigh the positive evidence regarding the realization of these deferred tax assets and have maintained a valuation allowance against these assets. The Company will continue to evaluate its ability to realize its net deferred tax assets on a quarterly basis.

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NOTE 19. EARNINGS PER SHARE
The following represents a reconciliation from basic net income (loss) per share to diluted net income (loss) per share:
Three Months Ended June 30,
20242023
Numerator
Net income (loss) - Basic$(305,426)$10,010 
Interest on Convertible Senior Notes due 2024, net of tax (1)(2)
— 225 
Net income (loss) - Diluted$(305,426)$10,235 
Denominator
Weighted average common shares outstanding Class A, B and C - Basic435,693 444,872 
Dilutive effect of Class A, B, and C securities (1)
— 1,392 
Dilutive effect of Convertible Senior Notes due 2024 (1)(2)
— 8,242 
Weighted average common shares and dilutive securities outstanding Class A, B, and C435,693 454,506