Risk factors include without limitation: 
•changes in general economic or market conditions that could affect overall 
consumer spending or our industry; •changes to the financial health of our 
customers; •our ability to successfully execute our long-term strategies; •our 
ability to successfully execute any restructuring plans and realize expected 
benefits; •our ability to effectively drive operational efficiency in our 
business; •our ability to manage the increasingly complex operations of our 
global business; •our ability to comply with existing trade and other 
regulations, and the potential impact of new trade, tariff and tax regulations 
on our profitability; •our ability to effectively develop and launch new, 
innovative and updated products; •our ability to accurately forecast consumer 
demand for our products and manage our inventory in response to changing 
demands; •any disruptions, delays or deficiencies in the design, implementation 
or application of our new global operating and financial reporting information 
technology system; •increased competition causing us to lose market share or 
reduce the prices of our products or to increase significantly our marketing 
efforts; •fluctuations in the costs of our products; •loss of key suppliers or 
manufacturers or failure of our suppliers or manufacturers to produce or 
deliver our products in a timely or cost-effective manner, including due to 
port disruptions; •our ability to further expand our business globally and to 
drive brand awareness and consumer acceptance of our products in other 
countries; •our ability to accurately anticipate and respond to seasonal or 
quarterly fluctuations in our operating results; •our ability to successfully 
manage or realize expected results from acquisitions and other significant 
investments or capital expenditures; •risks related to foreign currency 
exchange rate fluctuations; •our ability to effectively market and maintain a 
positive brand image; •the availability, integration and effective operation of 
information systems and other technology, as well as any potential interruption 
of such systems or technology; •risks related to data security or privacy 
breaches, including the 2018 data security issue related to our Connected 
Fitness business; •our ability to raise additional capital required to grow our 
business on terms acceptable to us; •our potential exposure to litigation and 
other proceedings; and •our ability to attract key talent and retain the 
services of our senior management and key employees. The forward-looking 
statements contained in this Form 10-Q reflect our views and assumptions only 
as of the date of this Form 10-Q. We undertake no obligation to update any 
forward-looking statement to reflect events or circumstances after the date on 
which the statement is made or to reflect the occurrence of unanticipated 
events.

Overview We are a leading developer, marketer and distributor of branded 
performance apparel, footwear and accessories. Our products are sold worldwide 
and worn by athletes at all levels, from youth to professional, on playing 
fields around the globe, as well as by consumers with active lifestyles. The 
Under Armour Connected Fitness platform powers the world's largest digital 
health and fitness community and our strategy is focused on engaging with these 
consumers and increasing awareness and sales of our products. Our net revenues 
grew to $5,193.2 million in 2018 from $3,084.4 million in 2014. We believe that 
our growth in net revenues has been driven by a growing interest in performance 
products and the strength of the Under Armour brand in the marketplace. Our 
long-term growth strategy is focused on increased sales of our products through 
ongoing product innovation, investment in our distribution channels and 
international expansion. While we plan to continue to invest in growth, we also 
plan to improve efficiencies throughout our business as we seek to gain scale 
through our operations and return on our investments.

Financial highlights for the three months ended March 31, 2019 as compared to 
the prior year period include: •Net revenues increased 1.6%. •Wholesale revenue 
increased 4.7% and direct-to-consumer revenue decreased 5.8%. •Apparel and 
footwear revenue increased 0.7% and 7.6%, respectively, while accessories 
revenue decreased 11.0%. •Revenue in our North America segment decreased 2.8%, 
while revenue in our Asia-Pacific, EMEA and Latin America segments increased 
24.9%, 3.5% and 5.7%, respectively. •Selling, general and administrative 
expense decreased 7.7%. •Gross margin increased 100 basis points. Segment 
Presentation Effective January 1, 2019, we changed the way we internally 
analyze the business and now exclude certain corporate costs from our segment 
profitability measures. We now report these costs within Corporate Other, which 
is designed to provide increased transparency and comparability of our 
operating segments. Certain prior year amounts have been recast to conform to 
the 2019 presentation. These changes have no impact on previously reported 
consolidated balance sheets, statements of operations, comprehensive income 
(loss), stockholders equity, or cash flows. Corporate Other consists largely of 
general and administrative expenses not allocated to an operating segment, 
including expenses associated with centrally managed departments such as global 
marketing, global IT, global supply chain, innovation and other corporate 
support functions; costs related to our global assets and global marketing, 
costs related to our headquarters; restructuring and restructuring related 
charges; and certain foreign currency hedge gains and losses. Marketing In 
connection with the Corporate Other presentation discussed above, effective 
January 1, 2019, we changed the way we internally analyze marketing. Personnel 
costs previously included in our marketing are now included in other and 
digital advertising and placement services previously included in other are now 
included in marketing. We believe these changes provide management with 
increased transparency of our demand creation investments. Certain prior year 
amounts have been recast to conform to the 2019 presentation. We do not expect 
these changes to have a material impact on marketing amounts. 2017 and 2018 
Restructuring As previously announced, in both 2017 and 2018, our Board of 
Directors approved restructuring plans (the "2017 restructuring plan" and the 
"2018 restructuring plan") designed to more closely align its financial 
resources with the critical priorities of the business and optimize operations. 
All restructuring charges under the plans were incurred by December 31, 2018. 
There were no restructuring charges incurred during the three months ended 
March 31, 2019. We recognized approximately $45.0 million of pre-tax charges in 
connection with the 2018 restructuring plan for the three months ended March 
31, 2018.

General Net revenues comprise net sales, license revenues and Connected Fitness 
revenues. Net sales comprise sales from our primary product categories, which 
are apparel, footwear and accessories. Our license revenues primarily consist 
of fees paid to us by our licensees in exchange for the use of our trademarks 
on their products. Our Connected Fitness revenues consist of digital 
advertising, digital fitness platform licenses and subscriptions from our 
Connected Fitness business. Cost of goods sold consists primarily of product 
costs, inbound freight and duty costs, outbound freight costs, handling costs 
to make products floor-ready to customer specifications, royalty payments to 
endorsers based on a predetermined percentage of sales of selected products and 
write downs for inventory obsolescence. In general, as a percentage of net 
revenues, we expect cost of goods sold associated with our apparel and 
accessories to be lower than that of our footwear. A limited portion of cost of 
goods sold is associated with Connected Fitness revenues, primarily website 
hosting costs and other costs, and no cost of goods sold is associated with our 
license revenues.

We include outbound freight costs associated with shipping goods to customers 
as cost of goods sold; however, we include the majority of outbound handling 
costs as a component of selling, general and administrative expenses. As a 
result, our gross profit may not be comparable to that of other companies that 
include outbound handling costs in their cost of goods sold. Outbound handling 
costs include costs associated with preparing goods to ship to customers and 
certain costs to operate our distribution facilities. These costs were $21.7 
million and $23.6 million for the three months ended March 31, 2019 and 2018, 
respectively. Our selling, general and administrative expenses consist of costs 
related to marketing, selling, product innovation and supply chain and 
corporate services. We consolidate our selling, general and administrative 
expenses into two primary categories: marketing and other. The other category 
is the sum of our selling, product innovation and supply chain, corporate 
services categories. The marketing category consists primarily of sports and 
brand marketing, media, and retail presentation. Sports and brand marketing 
includes professional, club, collegiate sponsorship, individual athlete and 
influencer agreements, and providing and selling products directly to team 
equipment managers and to individual athletes. Media includes digital, 
broadcast and print media outlets, including social and mobile media. Retail 
presentation includes sales displays and concept shops and depreciation expense 
specific to our in-store fixture programs. Our marketing costs are an important 
driver of our growth. Other income (expense), net consists of unrealized and 
realized gains and losses on our foreign currency derivative financial 
instruments and unrealized and realized gains and losses on adjustments that 
arise from fluctuations in foreign currency exchange rates relating to 
transactions generated by our international subsidiaries.

Results of Operations

Consolidated Results of Operations Three Months Ended March 31, 2019 Compared 
to Three Months Ended March 31, 2018

Net revenues increased $19.3 million, or 1.6%, to $1,204.7 million for the 
three months ended March 31, 2019 from $1,185.4 million during the same period 
in 2018.

The increase in net sales was driven by footwear unit sales growth in our run 
category. The increase was partially offset by unit sales decline in 
accessories driven by unit sales decreases related to a relaunch within our 
bags and backpack businesses and softer demand. License revenues decreased $4.6 
million, or 17.5%, to $21.7 million for the three months ended March 31, 2019 
from $26.3 million during the same period in 2018 primarily driven by decreased 
revenue from our licensing partners in Japan and North America due to softer 
demand. Connected Fitness revenue increased $1.3 million, or 4.4%, to $30.1 
million for the three months ended March 31, 2019 from $28.8 million during the 
same period in 2018, primarily driven by an increase in new subscription 
revenue. Gross profit increased $21.3 million to $544.8 million for the three 
months ended March 31, 2019 from $523.5 million for the same period in 2018. 
Gross profit as a percentage of net revenues, or gross margin, increased 100 
basis points to 45.2% for the three months ended March 31, 2019 compared to 
44.2% during the same period in 2018. This increase in gross margin percentage 
was primarily driven by the following: •approximate 90 basis point increase 
driven by supply chain initiatives including improvements in product costs; 
•approximate 60 basis point increase driven by restructuring related charges in 
the prior year period; and •approximate 30 basis point increase driven by 
regional mix, primarily due to a higher proportion of Asia-Pacific revenue. The 
above increase was offset by an approximate 70 basis point decrease driven by 
channel mix, primarily due to a lower proportion of direct-to-consumer and 
licensing revenues in the quarter and a higher composition of off-price sales. 
We expect benefits from supply chain initiatives, including product costs, and 
regional mix for the remainder of the year. Selling, general and administrative 
expenses decreased $5.1 million, or 1.0%, to $509.5 million for the three 
months ended March 31, 2019 from $514.6 million for the same period in 2018. 
Within selling, general and administrative expense: •Marketing costs increased 
$7.3 million to $133.9 million for the three months ended March 31, 2019 from 
$126.6 million for the same period in 2018. As a percentage of net revenues, 
marketing costs increased to 11.1% for the three months ended March 31, 2019 
from 10.7% for the same period in 2018. •Other costs decreased $12.3 million to 
$375.7 million for the three months ended March 31, 2019 from $388.0 million 
for the same period in 2018. This decrease was driven primarily by lower 
compensation. As a percentage of net revenues, other costs decreased to 31.2% 
for the three months ended March 31, 2019 from 32.7% for the same period in 
2018. As a percentage of net revenues, selling, general and administrative 
expenses decreased to 42.3% for the three months ended March 31, 2019 compared 
to 43.4% for the same period in 2018.

Restructuring and impairment charges decreased, as there were no charges for 
the three months ended March 31, 2019, compared to $37.5 million for the same 
period in 2018. Income (loss) from operations increased $64.0 million to $35.3 
million for the three months ended March 31, 2019 from a loss of $28.7 million 
for the same period in 2018. Income from operations for the three months ended 
March 31, 2019 have no restructuring, impairment and restructuring related 
charges, as compared to $45.0 million of restructuring, impairment and 
restructuring related charges for the same period in 2018. Interest expense, 
net decreased $4.4 million to $4.2 million for the three months ended March 31, 
2019 from $8.6 million for the same period in 2018. Other income (expense), net 
decreased $3.6 million to $0.7 million of expense for the three months ended 
March 31, 2019 from $2.9 million of income for the same period in 2018. Income 
tax expense (benefit) increased $12.2 million to an expense of $8.1 million 
during the three months ended March 31, 2019 from a benefit of $4.1 million 
during the same period in 2018. For the three months ended March 31, 2019, our 
effective tax rate was 26.8% compared to 11.9% for the same period in 2018. The 
effective tax rate for the three months ended March 31, 2019 was higher than 
the effective tax rate for the three months ended March 31, 2018, primarily due 
to pre-tax income for the three months ended March 31, 2019 compared to pre-tax 
losses for the three months ended March 31, 2018 and the impact of discrete 
items as a percentage of the pre-tax results in each period. Segment Results of 
Operations The net revenues and operating income (loss) associated with our 
segments are summarized in the following tables.

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018 
Net revenues by segment are summarized below:

Corporate Other revenues consist of foreign currency hedge gains and losses 
related to revenues generated by entities within our geographic operating 
segments, but managed through our central foreign exchange risk management 
program. The increase in total net revenues was driven by the following: •Net 
revenues in our North America operating segment decreased $24.3 million to 
$843.2 million for the three months ended March 31, 2019 from $867.5 million 
for the same period in 2018 primarily due to lower units sales within our 
direct-to-consumer channel due to softer demand. •Net revenues in our EMEA 
operating segment increased $4.5 million to $134.1 million for the three months 
ended March 31, 2019 from $129.6 million for the same period in 2018 primarily 
due to growth in our direct-to-consumer channel. •Net revenues in our 
Asia-Pacific operating segment increased $28.7 million to $144.3 million for 
the three months ended March 31, 2019 from $115.6 million for the same period 
in 2018 primarily due to wholesale and direct-to-consumer growth. •Net revenues 
in our Latin America operating segment increased $2.7 million to $49.2 million 
for the three months ended March 31, 2019 from $46.5 million for the same 
period in 2018 primarily due to growth in our wholesale channel; partially 
offset by a decrease in unit sales due to a change in our business model in 
Brazil from a subsidiary to a license and distributor model. •Net revenues in 
our Connected Fitness operating segment increased $1.3 million to $30.1 million 
from $28.8 million for the same period in 2018 primarily driven by an increase 
in new subscription revenue.

The increase in total operating income (loss) was driven by the following: 
•Operating income in our North America operating segment increased $12.1 
million to $160.3 million for the three months ended March 31, 2019 from $148.2 
million for the same period in 2018 primarily driven by improvements in gross 
margin and expense management, including benefits of prior year restructuring 
efforts. •Operating income in our EMEA operating segment increased $5.1 million 
to $12.2 million for the three months ended March 31, 2019 from $7.2 million 
for the same period in 2018 primarily driven by increases in net revenues 
discussed above and decreased marketing. •Operating income in our Asia-Pacific 
operating segment decreased $4.3 million to $19.8 million for the three months 
ended March 31, 2019 from $24.1 million for the same period in 2018 primarily 
driven by a higher proportion of off-price sales and investments in our 
direct-to-consumer business. •Operating loss in our Latin America operating 
segment decreased $1.5 million to $0.4 million for the three months ended March 
31, 2019 from $1.9 million for the same period in 2018 primarily driven by 
expense management, including benefits of prior year restructuring efforts and 
changes to our business model in Brazil. •Operating income in our Connected 
Fitness segment decreased $2.3 million to $1.1 million for the three months 
ended March 31, 2019 from $3.4 million for the same period in 2018 primarily 
driven by increased consulting expense.

Financial Position, Capital Resources and Liquidity

Our cash requirements have principally been for working capital and capital 
expenditures. We fund our working capital, primarily inventory, and capital 
investments from cash flows from operating activities, cash and cash 
equivalents on hand and borrowings available under our credit and long term 
debt facilities. Our working capital requirements generally reflect the 
seasonality and growth in our business as we recognize the majority of our net 
revenues in the last two quarters of the year. Our capital investments have 
included expanding our in-store fixture and branded concept shop program, 
improvements and expansion of our distribution and corporate facilities to 
support our growth, leasehold improvements to our brand and factory house 
stores, and investment and improvements in information technology systems. Our 
inventory strategy is focused on continuing to meet consumer demand while 
improving our inventory efficiency over the long term by putting systems and 
processes in place to improve our inventory management. These systems and 
processes are designed to improve our forecasting and supply planning 
capabilities. In addition to systems and processes, key areas of focus that we 
believe will enhance inventory performance are added discipline around the 
purchasing of product, production lead time reduction, and better planning and 
execution in selling of excess inventory through our factory house stores and 
other liquidation channels. We believe our cash and cash equivalents on hand, 
cash from operations, our ability to access the debt capital markets and 
borrowings available to us under our credit agreement and other financing 
instruments are adequate to meet our liquidity needs and capital expenditure 
requirements for at least the next twelve months. As of March 31, 2019, we had 
no amounts outstanding under our revolving credit facility. Although we believe 
we have adequate sources of liquidity over the long term, an economic recession 
or a slow recovery could adversely affect our business and liquidity. In 
addition, instability in or tightening of the capital markets could adversely 
affect our ability to obtain additional capital to grow our business on terms 
acceptable to us or at all.

Cash Flows

Operating Activities Operating activities consist primarily of net income 
(loss) adjusted for certain non-cash items. Adjustments to net income for 
non-cash items include depreciation and amortization, unrealized foreign 
currency exchange rate gains and losses, losses on disposals of property and 
equipment, impairment charges, stock-based compensation, excess tax benefits 
from stock-based compensation arrangements, deferred income taxes and changes 
in reserves and allowances. In addition, operating cash flows include the 
effect of changes in operating assets and liabilities, principally inventories, 
accounts receivable, income taxes payable and receivable, prepaid expenses and 
other assets, accounts payable and accrued expenses. Cash used in operating 
activities increased $111.8 million to $89.8 million for the three months ended 
March 31, 2019 from $22.0 million of cash provided by operating activities 
during the same period in 2018. The increase in cash used in operating 
activities was due to increased net cash outflows from reserves and allowances 
and operating assets and liabilities of $180.3 million, primarily driven by 
accounts receivable and accounts payable. This was partially offset by an 
increase in net income adjusted for non-cash items of $37.0 million.

Investing Activities Cash used in investing activities decreased $20.0 million 
to $35.9 million for the three months ended March 31, 2019 from $55.9 million 
for the same period in 2018, primarily due to lower capital expenditures. 
Capital expenditures for the full year 2019 are expected to be approximately 
$210.0 million, comprised primarily of investments in our retail stores, global 
wholesale fixtures, corporate offices and other digital initiatives including 
the FMS implementation in China and South Korea, which became operational on 
April 1, 2019. Financing Activities Cash used in financing activities increased 
$145.4 million to $141.6 million for the three months ended March 31, 2019 from 
$3.8 million of cash provided by financing activities during the same period in 
2018. This increase was primarily due to the repayment of our term loan.

Capital Resources

Credit Facility On March 8, 2019, we entered into an amended and restated 
credit agreement, amending and restating our prior credit agreement. As amended 
and restated, our credit agreement has a term of five years, maturing in March 
2024, and provides revolving credit commitments for up to $1.25 billion of 
borrowings, with no term loan borrowings, which were provided for under our 
prior credit agreement. As of March 31, 2019 there were no amounts outstanding 
under our revolving credit facility. As of December 31, 2018, there were no 
amounts outstanding under the revolving credit facility and $136.3 million 
outstanding under the term loan. In January 2019, we prepaid the outstanding 
balance of $136.3 million on our term loan, without penalty At our request and 
the lender's consent, commitments under the credit agreement may be increased 
by up to $300.0 million in aggregate, subject to certain conditions as set 
forth in the credit agreement, as amended. Incremental borrowings are 
uncommitted and the availability thereof will depend on market conditions at 
the time we seek to incur such borrowings. The borrowings 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. There were $4.6 
million of letters of credit outstanding as of March 31, 2019.

The credit agreement contains negative covenants that, subject to significant 
exceptions, limit our ability to, among other things, incur additional 
indebtedness, make restricted payments, pledge our assets as security, make 
investments, loans, advances, guarantees and acquisitions, undergo fundamental 
changes and enter into transactions with affiliates. We are also required to 
maintain a ratio of consolidated EBITDA, as defined in the credit agreement, to 
consolidated interest expense of not less than 3.50 to 1.00 and we are not 
permitted to allow the ratio of consolidated total indebtedness to consolidated 
EBITDA to be greater than 3.25 to 1.00 ("consolidated leverage ratio"). As of 
March 31, 2019, we were in compliance with these ratios. In addition, the 
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 credit agreement, 
will be considered an event of default under the credit agreement. Borrowings 
under the credit agreement bear interest at a rate per annum equal to, at our 
option, either (a) an alternate base rate, or (b) a rate based on the rates 
applicable for deposits in the interbank market for U.S. Dollars or the 
applicable currency in which the loans are made (“adjusted LIBOR”), 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 consolidated 
leverage ratio and ranges between 1.00% to 1.25% for alternate base rate loans. 
The weighted average interest rates under the revolving credit facility 
borrowings were 3.6% and 2.8% during the three months ended March 31, 2019 and 
2018, respectively. The weighted average interest rate under the outstanding 
term loan was 2.8% during the three months ended March 31, 2018. We pay a 
commitment fee on the average daily unused amount of the revolving credit 
facility and certain fees with respect to letters of credit. As of March 31, 
2019, the commitment fee was 15 basis points.

3.250% Senior Notes In June 2016, we issued $600.0 million aggregate principal 
amount of 3.250% senior unsecured notes due June 15, 2026 (the “Notes”). The 
proceeds were used to pay down amounts outstanding under the revolving credit 
facility. Interest is payable semi-annually on June 15 and December 15 
beginning December 15, 2016. Prior to March 15, 2026 (three months prior to the 
maturity date of the Notes), we may redeem some or all of the Notes at any time 
or from time to time at a redemption price equal to the greater of 100% of the 
principal amount of the Notes to be redeemed or a "make-whole" amount 
applicable to such Notes as described in the indenture governing the Notes, 
plus accrued and unpaid interest to, but excluding, the redemption date. The 
indenture governing the Notes contains covenants, including limitations that 
restrict our ability and the ability of certain of our subsidiaries to create 
or incur secured indebtedness and enter into sale and leaseback transactions 
and our ability to consolidate, merge or transfer all or substantially all of 
our properties or assets to another person, in each case subject to material 
exceptions described in the indenture.

Other Long Term Debt In December 2012, we entered into a $50.0 million recourse 
loan collateralized by the land, buildings and tenant improvements comprising 
our corporate headquarters. In July 2018, this loan was paid in full using 
borrowings under our revolving credit facility. Interest expense, net, was $4.2 
million and $8.6 million for the three months ended March 31, 2019 and 2018, 
respectively. Interest expense includes the 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. We monitor the financial 
health and stability of our 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.

Contractual Commitments and Contingencies Other than the borrowings and 
repayments disclosed above in the "Capital Resources" section and changes which 
occur in the normal course of business, there were no significant changes to 
the contractual obligations reported in our 2018 Form 10-K as updated in our 
Form 10-Q for the quarter ended March 31, 2019.