500 word group project write up after each group member has read

500-word Group Project Write up:
After each group member has read the paper of their other group
members and responded with a peer review write up to these
papers, each group member will do a 500 word write up
regarding the overall experience of the peer review group
project.
· What information did your group members give you that
helped you see your paper in a different light? What
information will you use to change your paper?
· What do you plan to change about your paper moving toward
into the Revision unit?
· How was working in a group and participating in a structured
peer review?
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JORDAN SPIETH
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UA SPEEDPOCKET™: UNDER ARMOUR’S
REVOLUTIONARY
STORAGE SYSTEM KEEPS RUNNER’S ESSENTIALS
STABLE
UA HOVR™ INFINITE: DIGITALLY CONNECTED, ZERO
GRAVITY FEEL
ANTHONY JOSHUA:
WORLD HEAVYWEIGHT CHAMPION;
UA RUSH APPAREL
STEPHEN CURRY:
3X NBA CHAMPION & 2X NBA MVP;
CURRY 6 FEATURING UA HOVR TECHNOLOGY
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To Our Shareholders,
2018 was a productive, evolutionary year for Under Armour –
one that demonstrated measured progress against our strategic,
operational and cultural transformation.
Amid our focus on executing against a number of business
expectations. Revenue grew 4 percent to reach $5.2 billion

including balanced growth from our wholesale and DTC
businesses, which were up 3 percent and 4 percent, respectively.
Our international business was up 23 percent led by continued
2 percent as we executed against inventory management
initiatives designed to better position ourselves for operating
unchanged from the prior year at 45.1 percent, or up 30 basis
points to 45.5 percent on an adjusted basis, which excludes the
We also made progress with respect to SG&A expenses w hich
were up 4 percent in 2018, following 14 percent growth in 2017
and 22 percent growth in 2016. Adjusted operating income was
$179 million, or a $25 million operating loss on a GAAP basis.
Adjusted diluted earnings per share of $0.27 represented a 42
$0.10 of diluted loss per share.
main strategies we executed against in the second year of our
mission and vision; a renewed consumer centric approach; and,
First, is our brand promise which is to inspire, enable and
empower human performance through innovative athletic
products and compelling experiences. It’s our past, present and
future – an emphasis we believe will prove to be our greatest
strength. And it’s this relentless pursuit of advancing athletic
imagine living without. In this pursuit, Under Armour’s mission
is
In 2018, we delivered on our promise, vision and mission.
Within
driving newness, innovation, and style to our consumers through

Our footwear business also saw a major evolution with the
launch of our new cushioning platform – Under Armour HOVR
starting in running with the Sonic and Phantom styles and
the Curry 5, Curry 6, Breathe Lace and Forge96 continued
to authenticate our unique value proposition of meaningful
innovation coupled with style and a strong design point of view.
opportunity, strengthen our brand position and truly understand
how to maximize the emotional and functional expectations
intersection of demand centric growth and a consumer’s
S H A R E H O L D E R | L E T T E R
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• Delivering balanced, sustainable earnings growth through
strategic growth initiatives to drive consistent shareholder
return.
As we turn the corner into 2019, we remain resolute in
Protecting This House – the Under Armour brand – and
With a stronger foundation and greatly improved execution
ability, we are gaining momentum and earning every moment,
experience and engagement with our consumers, customers
and shareholders.
command of our business and actively applying the lessons
we’ve learned by capitalizing on our strengths to optimize
the numerous opportunities ahead for Under Armour. I am

incredibly proud of what we have accomplished throughout
– we are running hard toward solidifying ourselves as one of the
growth.
Centered in a holistic structural and process realignment of
our category, strategy and product teams with our regional,
supports greater internal and external alignment enabling
serving our consumers and customers.
As we closed out the year, we held an investor meeting where
•
product and experiences;
• Becoming consumer centric by harnessing data science
and analytics along with the world’s largest digitally
engagement, preference and consideration;
• Continuing to elevate investments toward the largest,
highest return growth opportunities including the
women’s businesses;
• Emphasizing digital engagement and conversion, and retail
excellence;
• Protecting the brand through selective, optimal and
premium wholesale distribution; and,
S H A R E H O L D E R | L E T T E R

M O M E N T U M
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DWAYNE “THE ROCK” JOHNSON
LINDSEY VONN
UNITED STATTT ES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________ ____________ ____________
_________
Form 10-K
_______________________ ____________ ____________
_______
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGEACT OF 1934
For the fiscal year ended December 31, 2018
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGEACT OF 1934
For the transition period from to
Commission File No. 001-33202

_____________________ ____________ ____________
_________
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) 454-6428
(Address of principal executive offices) (Zip Code)
(Registrant’s TelephoneTT Number, Irr ncluding Area Code)
Securities registered pursuant to Section 12(b) of theAct:
Class A Common Stock New York Stock Exchange
Class C Common Stock New York Stock Exchange
(Title of each class) (Name of each exchange on which
registered)
Securities registered pursuant to Section 12(g) of theAct:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the SecuritiesAct.
Yes þ No ¨
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of theAct. Yes ¨

No þ
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 þ
No ¨
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive
Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§229.405 of this chapter) during the
preceding 12 months
(or for such shorter period that the registrant was required to
submit and post such files. Yes þ No ¨
Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 or Regulation S-K (§229.405 of this
chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting
company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,”and "emerging growth
company" in Rule 12b-2 of the ExchangeAct.

Large accelerated filer þ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting
company) Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, iyy ndicate by check mark if
the registrant has elected not to use the extended transition
period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the ExchangeAct. ¨
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of theAct). Yes ¨ No þ
As of June 29, 2018, the last business day of our most recently
completed second fiscal quarter, the aggregate market value of
the
registrant’s ClassACommon Stock and Class C Common Stock
held by non-affiliatesff was $4,163,565,041 and
$4,673,904,814, respectively.
As of January 31, 2019, there were 187,788,898 shares of Class
A Common Stock, 34,450,000 shares of Class B Convertible
Common
Stock and 226,515,394 shares of Class C Common Stock
outstanding.
DOCUMENTS INCORPORATEDAA BY REFERENCE
Portions of Under Armour, Inc.’s Proxy Statement for the
Annual Meeting of Stockholders to be held on May 9, 2019 are
incorporated by
reference in Part III of this Form 10-K.

UNDER ARMOUR, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I.
Item 1. Business
General 1
Products 1
Marketing and Promotion 2
Sales and Distribution 3
Seasonality 4
Product Design and Development 4
Sourcing, Manufacturing and QualityAssurance 5
Inventory Management 5
Intellectual Property 6
Competition 6
Employees 6
Available Information 7
Item 1A Risk Factors 8
Item 1B Unresolved Staff Comments 21
Item 2 Properties 22
Item 3 Legal Proceedings 22
Executive Officers of the Registrant 22
Item 4 Mine Safety Disclosures 24
PART II.
Item 5 Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 25

Item 6 Selected Financial Data 27
Item 7 Management’s Discussion andAnalysis of Financial
Condition and Results of Operations 28
Item 7A Quantitative and Qualitative DisclosuresAbout Market
Risk 45
Item 8 Financial Statements and Supplementary Data 47
Item 9 Changes in and Disagreements WithAccountants
onAccounting and Financial Disclosure 84
Item 9A Controls and Procedures 84
Item 9B Other Information 84
PART III.
Item 10. Directors, Executive Officers and Corporate
Governance 85
Item 11 Executive Compensation 85
Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters 85
Item 13. Certain Relationships and Related Transactions, and
Director Independence 85
Item 14. PrincipalAccountant Fees and Services 85
PART IV.
Item 15. Exhibits and Financial Statement Schedules 86
Item 16 Form 10-K Summary N/A
SIGNATURES 89
PART I
ITEM 1. BUSINESS
General

Our principal business activities are the development, marketing
and distribution of branded performance
apparel, footwear and accessories for men, women and youth.
The brand’s performance apparel and footwear are
engineered in many designs and styles for wear in nearly every
climate to provide a performance alternative to
traditional products. Our products are sold worldwide and are
worn by athletes at all levels, from youth to
professional, on playing fields around the globe, as well as by
consumers with active lifestyles.
We generate net revenues from the sale of our products globally
to national, regional, independent and
specialty wholesalers and distributors. We also generate net
revenue from the sale of our products through our
direct to consumer sales channel, which includes our brand and
factory house stores and websites. In addition, we
generate net revenues through product licensing and digital
fitness subscriptions and digital advertising on our
Connected Fitness applications. A large majority of our
products are sold in NorthAmerica; however we believe that
our products appeal to athletes and consumers with active
lifestyles around the globe.
We plan to continue to grow our business over the long term
through increased sales of our apparel,
footwear and accessories, expansion of our wholesale
distribution, growth in our direct to consumer sales channel
and expansion in international markets. Our digital strategy is
focused on supporting these long term objectives,
emphasizing the connection and engagement with our consumers
through multiple digital touch points, including
through our Connected Fitness business.
We were incorporated as a Maryland corporation in 1996. As

used in this report, the terms “we,” “our,” “us,”
“Under Armour” and the “Company” refer to Under Armour,
Inc. and its subsidiaries unless the context indicates
otherwise. We have registered trademarks around the globe,
including UNDER ARMOUR®, HEATGEAR®,AA
COLDGEAR® and the Under Armour UA Logo, and we have
applied to register many other trademarks. This
Annual Report on Form 10-K also contains additional
trademarks and tradenames of our Company and our
subsidiaries. All trademarks and tradenames appearing in this
Annual Report on Form 10-K are the property of their
respective holders.
Products
Our product offeringsff consist of apparel, footwear and
accessories for men, women and youth. We market
our products at multiple price levels and provide consumers
with products that we believe are a superior alternative
to traditional athletic products. In 2018, sales of apparel,
footwear and accessories represented 67%, 20% and 8%
of net revenues, respectively. Licensing arrangements and
revenue from our Connected Fitness business
represented the remaining 5% of net revenues. Refer to Note 16
to the Consolidated Financial Statements for net
revenues by product.
Apparel
Our apparel is offeredff in a variety of styles and fits intended
to enhance comfort and mobility, regulate body
temperature and improve performance regardless of weather
conditions. Our apparel is engineered to replace
traditional non-performance fabrics in the world of athletics and
fitness with performance alternatives designed and
merchandised with a variety of innovative techniques and

gearlines. Our primary gearlines are marketed to tell a
very simple story about our highly technical products and
extend across the sporting goods, outdoor and active
lifestyle markets. We market our apparel for consumers to
choose HEATGEAR®AA when it is hot and COLDGEAR®
when it is cold. Within each gearline our apparel comes in three
primary fit types: compression (tight fit), fitted
(athletic fit) and loose (relaxed).
HEATGEAR®AA is designed to be worn in warm to hot
temperatures under equipment or as a single layer.
While a sweat-soaked traditional non-performance T-shirt can
weigh two to three pounds, HEATGEAR®AA is
engineered with a microfiber blend designed to wick moisture
from the body which helps the body stay cool, dry and
light. We offerff HEATGEAR®AA in a variety of tops and
bottoms in a broad array of colors and styles for wear in the
gym or outside in warm weather.
COLDGEAR® is designed to wick moisture from the body
while circulating body heat from hot spots to help
maintain core body temperature. Our COLDGEAR® apparel
provides both dryness and warmth in a single light
1
layer that can be worn beneath a jersey, uniform, protective
gear or ski-vest, and our COLDGEAR® outerwear
products protect the athlete, as well as the coach and the fan
from the outside in. Our COLDGEAR® products
generally sell at higher prices than our other gearlines.
Footwear

Our footwear offeringsff include running, basketball, cleated,
slides and performance training, sportstyle, and
outdoor footwear. Our footwear is light, breathable and built
with performance attributes for athletes. Our footwear is
designed with innovative technologies including UA HOVR™,
Anafoam™, UA Clutch Fit® and Charged
Cushioning®, which provide stabilization, directional
cushioning and moisture management engineered to maximize
the athlete’s comfort and control.
Accessories
Accessories primarily includes the sale of athletic performance
gloves, bags and headwear. Our
accessories include HEATGEAR®AA and COLDGEAR®
technologies and are designed with advanced fabrications to
provide the same level of performance as our other products.
Connected Fitness
We offerff digital fitness subscriptions, along with digital
advertising through our MapMyFitness, MyFitnessPal
and Endomondo platforms. Our MapMyFitness platform
includes applications, such as MapMyRun and
MapMyRide.
License
We have agreements with licensees to develop certain Under
Armour apparel, accessories and equipment.
In order to maintain consistent quality and performance, our
product, marketing, sales and quality assurance teams
are involved in substantially all steps of the design and go to
market process in order to maintain brand and
compliance standards and consistency. During 2018, our
licensees offeredff collegiate, National Football League

("NFL") and National Basketball Association ("NBA") apparel
and accessories, baby and youth apparel, team
uniforms, socks, water bottles, eyewear and other specific hard
goods equipment that feature performance
advantages and functionality similar to our other product
offerings.ff
Marketing and Promotion
We currently focus on marketing our products to consumers
primarily for use in athletics, fitness, and
training activities and as part of an active lifestyle. We seek to
drive consumer demand by building brand awareness
that our products deliver advantages to help athletes perform
better.
Sports Marketing
Our marketing and promotion strategy begins with providing
and selling our products to high-performing
athletes and teams at the high school, collegiate and
professional levels. We execute this strategy through outfitting
agreements, professional, club, and collegiate sponsorship,
individual athlete and influencer agreements and by
providing and selling our products directly to team equipment
managers and to individual athletes. We also seek to
sponsor and host consumer events to drive awareness and brand
authenticity from a grassroots level by hosting
combines, camps and clinics for young athletes in many sports.
As a result, our products are seen on the field and
on the court, and by various consumer audiences through the
internet, television, magazines and live at sporting
events. This exposure to consumers helps us establish on-field
authenticity as consumers can see our products
being worn by high-performing athletes.

We are the officialff outfitter of athletic teams in several high-
profile collegiate conferences. We are an officialff
supplier of footwear and gloves to the NFL and a partner with
the NBA which allows us to market our NBA athletes
in game uniforms in connection with our products, including
basketball footwear. We are the officialff headwear and
performance apparel provider for the NFL Scouting Combine
and the officialff partner and title sponsor of the NBA
Draft Combine. In each case we have the right to sell licensed
combine training apparel and headwear. In 2018, we
exited our agreement to be the Officialff On-Field Uniform
Supplier, Official Authentic Performance Apparel Partner,
and Officialff Connected Fitness Partner of MLB, while
retaining our rights as an Officialff Performance Footwear
Supplier and Sponsor of MLB. In 2018, we worked with a
manufacturing and distribution partner to sell MLB fan
wear at retail. We sponsor and sell our products to international
sports teams, which helps to drive brand awareness
in various countries and regions around the world.
2
Media
We feature our products in a variety of national digital,
broadcast, and print media outlets. We also utilize
social and mobile media to engage consumers and promote
connectivity with our brand and our products. For
example, in 2018, we had a digitally led marketing approach for
the launch of our UA HOVR™ run franchise, which
included a variety of content on various social media platforms.
Retail Presentation

The primary goal of our retail marketing strategy is to increase
brand floor space dedicated to our products
within our major retail accounts. The design and funding of
Under Armour point of sale displays and concept shops
within our major retail accounts has been a key initiative for
securing prime floor space, educating the consumer
and creating an exciting environment forff the consumer to
experience our brand. UnderArmour point of sale displays
and concept shops enhance our brand’s presentation within our
major retail accounts with a shop-in-shop approach,
using dedicated floor space exclusively for our products,
including flooring, lighting, walls, displays and images.
Sales and Distribution
The majority of our sales are generated through wholesale
channels, which include national and regional
sporting goods chains, independent and specialty retailers,
department store chains, institutional athletic
departments and leagues and teams. In various countries where
we do not have direct sales operations, we sell our
products to independent distributors or we engage licensees to
sell our products.
We also sell our products directly to consumers through our
own network of brand and factory house stores
and through websites globally. Factory house stores serve an
important role in our overall inventory management by
allowing us to sell a significant portion of excess, discontinued
and out-of-season products while maintaining the
pricing integrity of our brand in our other distribution channels.
Through our brand house stores, consumers
experience the premium full expression of our brand while
having broader access to our performance products. In
2018, sales through our wholesale, direct to consumer, licensing
and Connected Fitness channels represented

60%, 35%, 3% and 2% of net revenues, respectively.
We believe the trend toward performance products is global and
plan to continue to introduce our products
and simple merchandising story to athletes throughout the
world. We are introducing our performance products and
services outside of North America in a manner consistent with
our past brand-building strategy, including selling our
products directly to teams and individual athletes in these
markets, thereby providing us with product exposure to
broad audiences of potential consumers.
Our primary business operates in four geographic segments: (1)
North America, comprising the United
States and Canada, (2) Europe, the Middle East and Africa
"EMEA", (3) Asia-Pacific, and (4) Latin America. Each of
these geographic segments operate predominantly in one
industry: the design, development, marketing and
distribution of performance apparel, footwear and accessories.
We also operate our Connected Fitness business as
a separate segment. The majority of corporate service costs
within North America have not been allocated to our
other segments. As we continue to grow our business outside of
North America, a larger portion of our corporate
overhead costs have begun to support global functions. During
2019, we plan to exclude certain corporate costs
from our segment profitability measures. We believe this
presentation will provide the users of our financial
statements with increased transparency and comparability of our
operating segments.
Our North America segment accounted for approximately 72%
of our net revenues for 2018. Approximately
26% of our net revenues were generated from our international
segments in 2018. Approximately 2% of our net
revenues were generated from our Connected Fitness segment in

2018. No customer accounted for more than 10%
of our net revenues in 2018. We plan to continue to grow our
business over the long term in part through continued
expansion in new and established international markets. Refer
to Note 16 to the Consolidated Financial Statements
for net revenues by segment.
North America
We sell our branded apparel, footwear and accessories in North
America through our wholesale and direct
to consumer channels. Net revenues generated from the sales of
our products in the United States were $3.5
billion, $3.6 billion and $3.8 billion for the years ended
December 31, 2018, 2017 and 2016 respectively.
Our direct to consumer sales are generated through our brand
and factory house stores and internet
websites. As of December 31, 2018, we had 163 factory house
stores in North America primarily located in outlet
centers throughout the United States. As of December 31, 2018,
we had 16 brand house stores in North America.
Consumers can purchase our products directly from our e-
commerce website, www.underarmour.com.
3
In addition, we earn licensing revenue in North America based
on our licensees’ sale of collegiate and
league apparel and accessories, as well as sales of other
licensed products.
We distribute the majority of our products sold to our North
American wholesale customers and our own

retail stores and e-commerce businesses from distribution
facilities we lease and operate in California, Maryland
and Tennessee. In addition, we distribute our products in North
America through third-party logistics providers with
primary locations in Canada, New Jersey and Florida. In some
instances, we arrange to have products shipped
from the factories that manufacture our products directly to
customer-designated facilities.
EMEA
We sell our apparel, footwear and accessories primarily through
wholesale customers, website operations,
independent distributors and a limited number of stores we
operate in certain European countries. We also sell our
branded products to various sports clubs and teams in Europe.
We generally distribute our products to our retail
customers and e-commerce consumers in Europe through a
third-party logistics provider in the Netherlands. We
sell our apparel, footwear and accessories through independent
distributors in the Middle East andAfrica.
Asia-Pacific
We sell our apparel, footwear and accessories products in
China, South Korea and Australia through stores
operated by our distribution and wholesale partners, along with
website operations and stores we operate. We also
sell our products to distributors in New Zealand, Taiwan, Hong
Kong and other countries in Southeast Asia where
we do not have direct sales operations. We distribute our
products in Asia-Pacific primarily through a third-party
logistics provider based in Hong Kong.
We have a license agreement with Dome Corporation, which
produces, markets and sells our branded

apparel, footwear and accessories in Japan. Our branded
products are sold in Japan to large sporting goods
retailers, independent specialty stores and professional sports
teams, and through licensee-owned retail stores. We
hold an equity method investment in Dome.
Latin America
We sell our products in Mexico, Chile, Colombia and Argentina
through wholesale customers, website
operations and brand and factory house stores. In these
countries we operate through third-party distribution
facilities. In other Latin American countries we distribute our
products through independent distributors which are
sourced primarily through our international distribution hub in
Panama. On October 1, 2018, we sold our Brazilian
Subsidiary. In connection with this sale, we entered into a
license and distribution agreement with a third party that
will continue to sell our products in Brazil.
Connected Fitness
In 2013, we began offeringff digital fitness subscriptions, along
with digital advertising through our
MapMyFitness platform. In 2015, we acquired the Endomondo
and MyFitnessPal platforms to create our Connected
Fitness segment. We plan to engage this community by
developing innovative services and other digital solutions to
impact how athletes and fitness-minded individuals train,
perform and live.
Seasonality
Historically, we have recognized a majority of our net revenues
and a significant portion of our income from
operations in the last two quarters of the year, driven primarily

by increased sales volume of our products during the
fall selling season, including our higher priced cold weather
products, along with a larger proportion of higher margin
direct to consumer sales. The level of our working capital
generally reflects the seasonality and growth in our
business. We generally expect inventory, accounts payable and
certain accrued expenses to be higher in the
second and third quarters in preparation for the fall selling
season.
Product Design and Development
Our products are developed in collaboration with our product
development teams and manufactured with
technical fabrications produced by third parties. This approach
enables us to select and create superior, technically
advanced materials, curated to our specifications, while
focusing our product development effortsff on style,
performance and fit.
With a mission to make athletes better, we seek to deliver
superior performance in all products. Our
developers proactively identify opportunities to create and
improve performance products that meet the evolving
needs of our consumer. We design products with consumer-
valued technologies, utilizing color, texture and
fabrication to enhance our consumers perception and
understanding of product use and benefits.
4
Our product development team works closely with our sports
marketing and sales teams as well as
professional and collegiate athletes to identify product trends

and determine market needs. For example, these
teams worked closely to identify the opportunity and market for
our COLDGEAR® Infrared product, which is a
ceramic print technology on the inside of our garments that
provides athletes with lightweight warmth, and UA
HOVR™, a proprietary underfoot cushioning wrapped in a mesh
web, equipped with a MapMyRun powered sensor
designed to deliver energy return and real-time coaching. In
2017 we also opened our newest center for footwear
performance innovation located in Portland, Oregon, bringing
together footwear design and development teams into
a centralized location.
Sourcing, Manufacturing and QualityAssurance
Many of the specialty fabrics and other raw materials used in
our apparel products are technically advanced
products developed by third parties and may be available, in the
short term, from a limited …
2017
ANNUAL
REPORT
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JORDAN SPIETH
DWAYNE “THE ROCK” JOHNSON
STEPHEN CURRY
2 0 1 7 I C O N I C A T H L E T E C O L L E C T I O N S
LINLINDSEDSEY VY VONNONN
TOM BRADY
2017 U

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FROM THE
CHAIRMAN AND CEO
To Our Shareholders,
2017 was one of the most
challenging and opportunistic
years in Under Armour’s history.
It was a year that provided
invaluable learning and will
success.
Following a sustained period
investments to gain global scale,
a number of external and internal
in our strategy to better align

our resources and operations
into an organization capable of
supporting the powerful brand
that is Under Armour.
Externally, disruption in our North
American business driven by retail
consolidation, bankruptcies and
shifts from physical to digital
consumption placed a great deal
of variability into the marketplace.
These dynamics, along with
changes in consumer preference
contributed to a highly
promotional backdrop, putting
pressure on our largest regional
business throughout the year.
Internally, our quick pace
at obtaining global scale in
innovation, product, sport
categories and a larger
international footprint generated
associated with our shift toward
cost structure built to support
the expectation of being a larger
company by now.
The intersection of the external and
internal factors provided an exceptional
opportunity to transform our operations
and further sharpen our strategy. In

and proactive decisions to advance our
operating systems, reset our structure
and recalibrate our leadership so that we
utilize the scale and infrastructure we’ve
built to better serve our consumers and
retail customers. Fundamental to this
design and storytelling, all while keeping
our consumer athletes at the center of
everything we do.
years of investing to scale within one
accelerating focus on discipline sets us up
to more consistently deliver sustainable,
To empower this, Under Armour must
ensure that we are constantly delighting
our consumer athletes. Since the
beginning, our promise has been to make
athletes better. As we push ourselves to
become a smarter, faster and stronger
athletic performance. And it’s precisely
through this lens, that our new mission
statement evolved – Under Armour Makes
You Better. This means that in every way
we connect – through the product we
create, the experiences we deliver and the
inspiration we provide – we will make you
better.
We’re proud of the incredibly strong brand
leading innovation and a truly unique

intimacy with Under Armour athletes.
By building a stronger ecosystem with a
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FROM THE

CHAIRMAN AND CEO
empowering our team to create and operate
drives an even deeper authenticity and
connection with our consumers, inspiring
them with incredible products they never
knew they needed and wondered how they
ever lived without.
In 2017, our revenue was up 3% to reach
$5.0 billion. Throughout the year, we
leveraged our amazing roster of athletes
international business. In fact, our
international business grew 46% to
consumer, women’s and footwear on the
list of $1 billion businesses. Working as
a counterbalance to a contraction in our
North American business, the investments
we have made across our regions – EMEA,
dividends, with their size and scale on the
precipice of being able to deliver more
meaningful returns in the years ahead.
In addition to diversifying our portfolio
across regions and categories, we are
optimizing and expanding our distribution
right experience wherever and whenever
consumers choose to engage Under
Armour. Within our global wholesale
business, which declined 3% in 2017, we

are focused on improving our segmentation
and service levels to ensure we have the
right product in the right place at the right
continued its strong momentum with a 14%
increase in annual revenue, representing
35% of sales as our retail stores and
storytelling to deliver truly unique and
premium experiences.
As we drive forward into 2018,
Under Armour is a great brand
and a good company. We must
become a great company
positioned to execute against
our strategies and new mission
to become better. We are the
best at getting better. It’s in our
DNA. By building on the strategic
decisions and actions we took in
2017 and ones thus far in 2018,
we are heads down and focused
on doing just that.
At Under Armour, we have the
best team. I am so incredibly
proud of the strength and
resilience my teammates
demonstrate each and every
day, all around the world.
With a high level of situational
awareness, and the right strategy
and leadership in place, we are

fuel and innovate – emerging as a
stronger and better Under Armour
for our consumers, customers,
and shareholders.
Chairman and
2017 U
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LECLECLECLECELELELLLECCTTTIOTTIOTIOTIOIOOTIOO
ONNNNNNNNNNNNNNN
#SHEPLAYSWEWIN CAMPAIGN CAL BERKELEY
HARPER 2

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AMSTERDAM BRAND HOUSE
BEIJING BRAND HOUSE

AMSTERDAM BRAND HOUSE
(TTM)
UNITED STATES
Form 10-K
(Mark One)
Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
or
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 001-33202
UNDER ARMOUR, INC.
Maryland 52-1990078
(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)
1020 Hull Street
Baltimore, Maryland 21230 (410) 454-6428
(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 Stock New York Stock Exchange
Class C Common Stock New York Stock Exchange
(Title of each class) (Name of each exchange on which
registered)
Securities registered pursuant to Section 12(g) of the Act:
None
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes Í No ‘
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘ No Í
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 Í No ‘
electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§229.405

of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and
post such files. Yes Í No ‘
Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 or Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ‘
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Í Accelerated filer ‘
Non-accelerated filer ‘ (Do not check if a smaller reporting
company) Smaller reporting company ‘
Emerging growth company ‘
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended
transition period for complying with any new or revised
financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ‘
company (as defined in Rule 12b-2 of the
Act). Yes ‘ No Í
As of June 30, 2017, the last business day of our most recently
completed second fiscal quarter, the aggregate
market value of the registrant’s Class A Common Stock and
Class C Common Stock held by non-affiliates was

$4,001,622,620 and $3,838,231,258, respectively.
As of January 31, 2018, there were 185,279,913 shares of Class
A Common Stock, 34,450,000 shares of Class B
Convertible Common Stock and 222,442,673 shares of Class C
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Under Armour, Inc.’s Proxy Statement for the
Annual Meeting of Stockholders to be held on May 9, 2018
are incorporated by reference in Part III of this Form 10-K.
UNDER ARMOUR, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I.
Item 1. Business
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . 1
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . 1
Marketing and Promotion . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 3
Sales and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 4
Seasonality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 6
Product Design and Development . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . 6

Sourcing, Manufacturing and Quality Assurance . . . . . . . . . . . .
. . . . . . . . . . . . . 6
Inventory Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 7
Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 8
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . 8
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . 9
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 9
Item 1A Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 1B Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 26
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 27
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 28
Item 4 Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 30
PART II.
Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 31
Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 34

Item 7 Management’s Discussion and Analysis of Financial
Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 35
Item 7A Quantitative and Qualitative Disclosures About Market
Risk . . . . . . . . . . . . . . . . . . . 54
Item 8 Financial Statements and Supplementary Data . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 57
Item 9 Changes in and Disagreements With Accountants on
Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 96
Item 9A Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 96
Item 9B Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 96
PART III.
Item 10 Directors, Executive Officers and Corporate
Governance . . . . . . . . . . . . . . . . . . . . . . 98
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 98
Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 98

Item 13 Certain Relationships and Related Transactions, and
Director Independence . . . . . 98
Item 14 Principal Accountant Fees and Services . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 98
PART IV.
Item 15 Exhibits and Financial Statement Schedules . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 99
Item 16 Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . N/A
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
PART I
ITEM 1. BUSINESS
General
Our principal business activities are the development, marketing
and distribution of branded
performance apparel, footwear and accessories for men, women
and youth. The brand’s performance
apparel and footwear are engineered in many designs and styles
for wear in nearly every climate to
provide a performance alternative to traditional products. Our
products are sold worldwide and are
worn by athletes at all levels, from youth to professional, on
playing fields around the globe, as well as
by consumers with active lifestyles.

Our net revenues are generated primarily from the wholesale
sales of our products to national,
regional, independent and specialty retailers and distributors.
We also generate net revenue from the
sale of our products through our direct to consumer sales
channel, which includes our brand and
factory house stores and websites, from product licensing and
from digital platform licensing and
subscriptions and digital advertising through our Connected
Fitness business. A large majority of our
products are sold in North America; however we believe that
our products appeal to athletes and
consumers with active lifestyles around the globe.
Internationally, our net revenues are generated from
a mix of wholesale sales to retailers and distributors and sales
through our direct to consumer sales
channels, and license revenue from sales by our third party
licensees.
We plan to continue to grow our business over the long term
through increased sales of our
apparel, footwear and accessories, expansion of our wholesale
distribution, growth in our direct to
consumer sales channel and expansion in international markets.
Our digital strategy is focused on
supporting these long term objectives, emphasizing connecting
and engaging with our consumers
through multiple digital touch points, including through our
Connected Fitness business.
We were incorporated as a Maryland corporation in 1996. As
used in this report, the terms “we,”
“our,” “us,” “Under Armour” and the “Company” refer to Under
Armour, Inc. and its subsidiaries unless
the context indicates otherwise. We have registered trademarks

around the globe, including UNDER
ARMOUR®, HEATGEAR®, COLDGEAR®,
ALLSEASONGEAR® and the Under Armour UA Logo, and
we have applied to register many other trademarks. This Annual
Report on Form 10-K also contains
additional trademarks and tradenames of our Company and our
subsidiaries. All trademarks and
tradenames appearing in this Annual Report on Form 10-K are
the property of their respective holders.
Products
Our product offerings consist of apparel, footwear and
accessories for men, women and youth. We
market our products at multiple price levels and provide
consumers with products that we believe are a
superior alternative to traditional athletic products. In 2017,
sales of apparel, footwear and accessories
represented 66%, 21% and 9% of net revenues, respectively.
Licensing arrangements, primarily for the
sale of our products, and revenue from our Connected Fitness
business represented the remaining 4%
of net revenues. Refer to Note 16 to the Consolidated Financial
Statements for net revenues by
product.
Apparel
Our apparel is offered in a variety of styles and fits intended to
enhance comfort and mobility,
regulate body temperature and improve performance regardless
of weather conditions. Our apparel is
engineered to replace traditional non-performance fabrics in the
world of athletics and fitness with
performance alternatives designed and merchandised along
gearlines. Our three gearlines are

1
marketed to tell a very simple story about our highly technical
products and extend across the sporting
goods, outdoor and active lifestyle markets. We market our
apparel for consumers to choose
HEATGEAR® when it is hot, COLDGEAR® when it is cold and
ALLSEASONGEAR® between the
extremes. Within each gearline our apparel comes in three
primary fit types: compression (tight fit),
fitted (athletic fit) and loose (relaxed).
HEATGEAR® is designed to be worn in warm to hot
temperatures under equipment or as a single
layer. While a sweat-soaked traditional non-performance T-shirt
can weigh two to three pounds,
HEATGEAR® is engineered with a microfiber blend designed
to wick moisture from the body which
helps the body stay cool, dry and light. We offer HEATGEAR®
in a variety of tops and bottoms in a
broad array of colors and styles for wear in the gym or outside
in warm weather.
COLDGEAR® is designed to wick moisture from the body
while circulating body heat from hot
spots to help maintain core body temperature. Our
COLDGEAR® apparel provides both dryness and
warmth in a single light layer that can be worn beneath a jersey,
uniform, protective gear or ski-vest,
and our COLDGEAR® outerwear products protect the athlete,
as well as the coach and the fan from
the outside in. Our COLDGEAR® products generally sell at
higher prices than our other gearlines.

ALLSEASONGEAR® is designed to be worn in between
extreme temperatures and uses technical
fabrics to keep the wearer cool and dry in warmer temperatures
while preventing a chill in cooler
temperatures.
Footwear
Our footwear offerings include running, basketball, cleated,
slides and performance training, and
outdoor footwear. Our footwear is light, breathable and built
with performance attributes for athletes.
Our footwear is designed with innovative technologies
including UA HOVR™, Anafoam™, UA Clutch
Fit® and Charged Cushioning®, which provide stabilization,
directional cushioning and moisture
management engineered to maximize the athlete’s comfort and
control.
Accessories
Accessories primarily includes the sale of athletic performance
gloves, bags and headwear. Our
accessories include HEATGEAR® and COLDGEAR®
technologies and are designed with advanced
fabrications to provide the same level of performance as our
other products.
Connected Fitness
We offer digital fitness subscriptions, along with digital
advertising through our MapMyFitness,
MyFitnessPal and Endomondo applications.
License

We have agreements with our licensees to develop Under
Armour apparel, accessories and
equipment. Our product, marketing and sales teams are involved
in substantially all steps of the design
and go to market process in order to maintain brand standards
and consistency. During 2017, our
licensees offered collegiate, National Football League (“NFL),
Major League Baseball (“MLB”), and
National Basketball Association (“NBA”) apparel and
accessories, baby and kids’ apparel, team
uniforms, socks, water bottles, eyewear, phone and golf
accessories and other specific hard goods
equipment that feature performance advantages and
functionality similar to our other product offerings.
2
Marketing and Promotion
We currently focus on marketing and selling our products to
consumers primarily for use in
athletics, fitness, training, outdoor activities and as part of an
active lifestyle. We seek to drive
consumer demand by building brand equity and awareness that
our products deliver advantages to
help athletes perform better.
Sports Marketing
Our marketing and promotion strategy begins with providing
and selling our products to high-
performing athletes and teams on the high school, collegiate and
professional levels. We execute this

strategy through outfitting agreements, professional and
collegiate sponsorships, individual athlete
agreements and by providing and selling our products directly
to team equipment managers and to
individual athletes. We also seek to sponsor events to drive
awareness and brand authenticity from a
grassroots level by hosting combines, camps and clinics for
young athletes in many sports at regional
sites across the country. As a result, our products are seen on
the field, giving them exposure to
various consumer audiences through the internet, television,
magazines and live at sporting events.
This exposure to consumers helps us establish on-field
authenticity as consumers can see our
products being worn by high-performing athletes.
We are the official outfitter of athletic teams in several high-
profile collegiate conferences. We are
an official supplier of footwear and gloves to the NFL. We are
the Official Performance Footwear
Supplier of MLB and a partner with the NBA which allows us to
market our NBA athletes in game
uniforms in connection with our basketball footwear. We are the
official headwear and performance
apparel provider for the NFL Scouting Combine and the official
partner and title sponsor of the NBA
Draft Combine, in each case with the right to sell licensed
combine training apparel and headwear. In
2016, we entered into an agreement to be the Official On-Field
Uniform Supplier, Official Authentic
Performance Apparel Partner, and Official Connected Fitness
Partner of MLB, now beginning with the
2019 season, which will allow us to provide on-field uniforms,
apparel, and accessories to all thirty MLB
clubs on an exclusive basis, and, together with our
manufacturing partner sell a broad range of MLB

licensed merchandise. Internationally, we sponsor and sell our
products to several European and Latin
American soccer and rugby teams, which helps drive brand
awareness in various countries and
regions around the world.
Media
We feature our products in a variety of national digital,
broadcast, and print media outlets. We also
utilize social and mobile media to engage consumers and
promote connectivity with our brand and our
products, and plan to increase our use of social media
promotion in the future. For example, in 2017,
we launched our first entirely digital marketing campaign for
our “Unlike Any” women’s campaign,
which included a variety of content on various social media
platforms.
Retail Presentation
The primary component of our retail marketing strategy is to
increase brand floor space dedicated
to our products within our major retail accounts. The design and
funding of Under Armour concept
shops within our major retail accounts has been a key initiative
for securing prime floor space,
educating the consumer and creating an exciting environment
for the consumer to experience our
brand. Under Armour concept shops enhance our brand’s
presentation within our major retail accounts
with a shop-in-shop approach, using dedicated floor space
exclusively for our products, including
flooring, lighting, walls, displays and images.
3

Sales and Distribution
The majority of our sales are generated through wholesale
channels, which include national and
regional sporting goods chains, independent and specialty
retailers, department store chains,
institutional athletic departments and leagues and teams. In
addition, we sell our products to
independent distributors in various countries where we
generally do not have direct sales operations
and through licensees.
We also sell our products directly to consumers through our
own network of brand and factory
house stores in our North America, Europe, the Middle East and
Africa (“EMEA”), Latin America and
Asia-Pacific operating segments, and through websites globally.
Factory house stores serve an
important role in our overall inventory management by allowing
us to sell a significant portion of
excess, discontinued and out-of-season products while
maintaining the pricing integrity of our brand in
our other distribution channels. Through our brand house stores,
consumers experience our brand
first-hand and have broader access to our performance products.
In 2017, sales through our
wholesale, direct to consumer, licensing and Connected Fitness
channels represented 61%, 35%, 2%
and 2% of net revenues, respectively.
We believe the trend toward performance products is global and
plan to continue to introduce our
products and simple merchandising story to athletes throughout

the world. We are introducing our
performance apparel, footwear and accessories outside of North
America in a manner consistent with
our past brand-building strategy, including selling our products
directly to teams and individual athletes
in these markets, thereby providing us with product exposure to
broad audiences of potential
consumers.
Our primary business operates in four geographic segments: (1)
North America, comprising the
United States and Canada, (2) EMEA, (3) Asia-Pacific, and (4)
Latin America. Each of these
geographic segments operate predominantly in one industry: the
design, development, marketing and
distribution of performance apparel, footwear and accessories.
We also operate our Connected Fitness
business as a separate segment. The following table presents net
revenues by segment for each of the
years ending December 31, 2017, 2016 and 2015:
Year ended December 31,
2017 2016 2015
(In thousands) Net Revenues
% of
Net Revenues Net Revenues
% of
Net Revenues Net Revenues
% of
Net Revenues

North America $3,802,406 76.5% $4,005,314 83.0% $3,455,737
87.2%
EMEA 469,997 9.4 330,584 6.9 203,109 5.1
Asia-Pacific 433,647 8.7 268,607 5.6 144,877 3.7
Latin America 181,324 3.6 141,793 2.9 106,175 2.7
Connected
Fitness 89,179 1.8 80,447 1.6 53,415 1.3
Intersegment
Eliminations — — (1,410) — — —
Total net
revenues $4,976,553 100.0% $4,825,335 100.0% $3,963,313
100.0%
North America
Our North America segment accounted for approximately 76.5%
of our net revenues for 2017. We
sell our branded apparel, footwear and accessories in North
America through our wholesale and direct
to consumer channels. Net revenues generated from the sales of
our products in the United States
4
were $3.6 billion, $3.8 billion and $3.3 billion for the years
ended December 31, 2017, 2016 and 2015
respectively. See Note 16 to the Consolidated Financial
Statements. No customers accounted for more
than 10% of our net revenues in 2017.
Our direct to consumer sales are generated through our brand

and factory house stores and
internet websites. As of December 31, 2017, we had 162 factory
house stores in North America
primarily located in outlet centers throughout the United States.
As of December 31, 2017, we had 19
brand house stores in North America. Consumers can purchase
our products directly from our
e-commerce website, www.underarmour.com.
In addition, we earn licensing revenue in North America based
on our licensees’ sale of collegiate
and league apparel and accessories, as well as sales of other
licensed products. In order to maintain
consistent quality and performance, we pre-approve all products
manufactured and sold by our
licensees, and our quality assurance team strives to ensure that
the products meet the same quality
and compliance standards as the products that we sell directly.
We distribute the majority of our products sold to our North
American wholesale customers and
our brand and factory house stores from distribution facilities
we lease and operate in California,
Maryland and Tennessee. In addition, we distribute our products
in North America through third-party
logistics providers with primary locations in Canada, New
Jersey and Florida. In some instances, we
arrange to have products shipped from the factories that
manufacture our products directly to
customer-designated facilities.
International
Approximately 21.7% of our net revenues were generated from
our international segments in
2017. We plan to continue to grow our business over the long

term in part through expansion in
international markets.
EMEA
We sell our apparel, footwear and accessories primarily through
wholesale customers, website
operations, independent distributors and a limited number of
stores we operate in certain European
countries. We also sell our branded products to various sports
clubs and teams in Europe. We
generally distribute our products to our retail customers and e-
commerce consumers in Europe through
a third-party logistics provider. We sell our apparel, footwear
and accessories through independent
distributors in the Middle East and Africa. In 2017 we began
selling our products to wholesale
customers in Russia.
Asia-Pacific
We sell our …
UNDER ARMOUR, INC.
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 27, 2020
Notice is hereby given that the Annual Meeting of Stockholders
of Under Armour, Inc. will be held
on Wednesday, May 27, 2020 at 10:00 a.m., Eastern Time, to be
held online at
www.virtualshareholdermeeting.com/UAA2020 to consider and

vote on the following matters:
1. To elect nine directors nominated by the Board of Directors
to serve until the next Annual
Meeting of Stockholders and until their respective successors
are elected and qualified;
2. To approve, on an advisory basis, our executive
compensation;
3. To approve an amendment to our Charter that would permit
our Board of Directors to provide
stockholders with the right to amend our Bylaws to the extent
permitted in the Bylaws (the
“Charter Amendment”); and
4. To ratify the appointment of PricewaterhouseCoopers LLP as
our independent registered
public accounting firm for the year ending December 31, 2020.
We will also transact any other business that may properly come
before the meeting or any
adjournment or postponement thereof.
Our Board of Directors recommends that you vote “FOR” the
election of the nine nominees to the
Board of Directors listed in the accompanying proxy statement,
“FOR” the approval of our executive
compensation, “FOR” the approval of our amendment to our
Charter that would permit our Board of
Directors to provide stockholders with the right to amend our
Bylaws to the extent permitted in the
Bylaws and “FOR” the ratification of the appointment of
PricewaterhouseCoopers LLP as our
independent registered public accounting firm.

Only holders of record of Class A Common Stock or Class B
Common Stock as of the close of
business on March 6, 2020 are entitled to notice of, or to vote
at, the Annual Meeting and any
adjournment or postponement thereof. Holders of Class C
Common Stock have no voting power as to
any items of business that may properly be brought before the
Annual Meeting.
All stockholders are cordially invited to attend the Annual
Meeting, which will be conducted online
only via a live webcast due to concerns regarding the
coronavirus outbreak (COVID-19). We believe
that this virtual format prioritizes the health and well -being of
our stockholders, directors and
employees in the midst of recent public health concerns related
to COVID-19. During this virtual
meeting, holders of our Class A Common Stock and Class B
Common Stock may ask questions and
will have the opportunity to vote to the same extent as they
would at an in-person meeting of
stockholders. Holders of our Class C Common Stock may attend
the virtual Annual Meeting in a view-
only format and will not be able to submit questions during the
meeting or vote on any matter to be
considered at the Annual Meeting. However, in advance of the
meeting, holders of our Class C
Common Stock may submit questions by contacting Investor
Relations through the Under Armour
website. We will respond to as many inquiries at the Annual
Meeting as time allows.
If you plan to attend the Annual Meeting, you will need the 16-
digit control number included in your
Notice, on your proxy card or on the instructions that
accompany your proxy materials. If you are a

holder of Class C Common Stock, you may attend the Annual
Meeting without a 16-digit control
number by following the instructions in your Notice of Internet
Availability of Proxy Materials, on your
proxy card or on the instructions that accompany your proxy
materials. The Annual Meeting will begin
promptly at 10:00 a.m., Eastern Time. Online check-in will
begin at 9:45 a.m., Eastern Time, and you
should allow ample time for the online check-in procedures.
Whether or not you intend to attend the virtual Annual Meeting,
please vote your shares promptly
by following the voting instructions that you have received.
By Order of the Board of Directors
John Stanton
General Counsel and Secretary
Baltimore, Maryland
April 14, 2020
Table of Contents
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Security Ownership of Management and Certain Beneficial
Owners of Shares . . . . . . . . . . . . . . . . 5
PROPOSAL 1 - ELECTION OF DIRECTORS . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Corporate Governance and Related Matters . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Board of Directors and Board Leadership Structure . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 13
Communication with Directors . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Stockholder Meeting Attendance . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Availability of Corporate Governance Information . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 13
Role of Board in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Independence of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Board Meetings and Committees . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Identifying and Evaluating Director Candidates . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Indemnification of Directors in Derivative Actions . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Executive Compensation - Compensation Discussion and
Analysis . . . . . . . . . . . . . . . . . . . . . . . . . 21
Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Executive Compensation Features . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Objectives and Elements of our Compensation Program . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 24
Compensation Decision-Making Process . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . 25
Components of Our 2019 Compensation Program . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 26
Other Compensation Practices . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 31
Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 32
Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
2019 Summary Compensation Table . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 33
CEO Actual Compensation Realized . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Grants of Plan-Based Awards for 2019 . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 35
Employment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Outstanding Equity Awards at 2019 Fiscal Year-End . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 36
Option Exercises and Stock Vested in 2019 . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 37
Nonqualified Deferred Compensation for 2019 . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 37
Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Potential Payments Upon Termination of Employment or
Change in Control . . . . . . . . . . . . . . 38
CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
PROPOSAL 2 - ADVISORY APPROVAL OF OUR
EXECUTIVE COMPENSATION . . . . . . . . . . . . 44
Equity Compensation Plan Information . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Transactions with Related Persons . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
PROPOSAL 3 - AMENDMENT TO CHARTER PERMITTING
BOARD OF DIRECTORS TO
PROVIDE STOCKHOLDERS WITH THE RIGHT TO AMEND
THE BYLAWS TO THE EXTENT
PERMITTED IN THE BYLAWS . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Stockholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Appendix A - Articles of Amendment . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Appendix B - Reconciliation of Non-GAAP Financial Measures

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
[THIS PAGE INTENTIONALLY LEFT BLANK]
UNDER ARMOUR, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
Wednesday, May 27, 2020
GENERAL INFORMATION
This Proxy Statement is being provided to solicit proxies on
behalf of the Board of Directors of
Under Armour, Inc. for use at the Annual Meeting of
Stockholders and at any adjournment or
postponement thereof. The meeting is to be held on Wednesday,
May 27, 2020, at 10:00 a.m., Eastern
Time, to be held online at
www.virtualshareholdermeeting.com/UAA2020. We expect to
first send or
give to stockholders this Proxy Statement, together with our
2019 Annual Report to Stockholders, on
April 16, 2020.
Our principal offices are located at 1020 Hull Street, Baltimore,
Maryland 21230. In this Proxy
Statement we refer to Under Armour, Inc. as Under Armour, we,
us, our or the company.

Internet Availability of Proxy Materials
Pursuant to rules of the Securities and Exchange Commission,
or SEC, we are making our proxy
materials available to our stockholders electronically over the
Internet rather than mailing the proxy
materials. Accordingly, we are sending a Notice of Internet
Availability of Proxy Materials to our holders
of Class A Common Stock and Class B Common Stock. All
stockholders will have the ability to access
the proxy materials, including this Proxy Statement and our
2019 Annual Report to Stockholders, on
the website referred to in the notice or to request a printed set
of the proxy materials. Instructions on
how to access the proxy materials over the Internet or to request
a printed copy may be found on the
notice. In addition, stockholders may request to receive proxy
materials in printed form by mail or
electronically by email on an ongoing basis.
The SEC rules require us to notify all stockholders, including
those stockholders to whom we have
mailed proxy materials, of the availability of our proxy
materials over the Internet.
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be held on May 27, 2020
Our Proxy Statement and 2019 Annual Report to Stockholders
are available at
https://about.underarmour.com/investor-relations/news-events-
presentations/#module-6
Who May Vote

Only holders of record of our Class A Common Stock, which we
refer to as Class A Stock, and
holders of record of our Class B Convertible Common Stock,
which we refer to as Class B Stock, at the
close of business on March 6, 2020, or the Record Date, will be
entitled to notice of, and to vote at, the
1
Annual Meeting. On the Record Date, 188,400,989 shares of
Class A Stock and 34,450,000 shares of
Class B Stock were issued and outstanding. Each share of Class
A Stock entitles the holder to cast
one vote on each matter to be considered at the Annual Meeting
and each share of Class B Stock
entitles the holder to cast ten votes on each matter to be
considered at the Annual Meeting. Holders of
Class A Stock and holders of Class B Stock will vote together
as a single class on all matters.
Stockholders are not allowed to cumulate their votes in the
election of the directors. Holders of our
Class C Common Stock, which we refer to as Class C Stock,
have no voting power as to any items of
business that will be voted on at the Annual Meeting.
What Constitutes a Quorum
Stockholders may not take action at a meeting unless there is a
quorum present at the meeting.
Holders of Class A Stock and Class B Stock entitled to cast a
majority of all the votes entitled to be
cast at the Annual Meeting, represented in person (virtually) or
by proxy, constitute a quorum for the

transaction of business at the Annual Meeting.
Vote Required
The election of each director requires a plurality of the votes
cast at the Annual Meeting. The
approval of our executive compensation and the ratification of
the appointment of our independent
registered public accounting firm each requires the affirmative
vote of a majority of the votes cast at the
Annual Meeting. The approval of the Charter Amendment
requires the affirmative vote of the holders of
not less than two-thirds of the voting power of the Class A
Stock and Class B Stock outstanding as of
the Record Date and entitled to vote thereon, voting together as
a single class.
Voting Process
Shares for which proxies are properly executed and returned
will be voted at the Annual Meeting
in accordance with the directions given or, in the absence of
directions, will be voted “FOR” the election
of the nine nominees to the Board of Directors named in this
Proxy Statement, “FOR” the advisory
approval of our executive compensation, “FOR” the approval of
our Charter Amendment, and “FOR”
the ratification of the appointment of our independent registered
public accounting firm. It is not
expected that any other matters will be brought before the
Annual Meeting. If, however, other matters
are properly presented, the persons named as proxies in the
proxy card will vote in accordance with
their discretion with respect to such matters.
The manner in which your shares may be voted depends on how

your shares are held. If you are
the record holder of your shares, meaning you appear as the
stockholder of your shares on the records
of our stock transfer agent, you vote your shares directly
through one of the methods described below.
If you own shares in street name, meaning you are a beneficial
owner with your shares held through a
bank or brokerage firm, you instruct your bank or brokerage
firm how to vote your shares through the
methods described on the voting instruction form provided by
your bank or brokerage firm.
How to Vote
Holders of our Class A Stock and Class B Stock as of the
Record Date may vote their shares by
one of the following methods.
Internet
To vote your shares by Internet, please visit the website listed
on your Notice of Internet
Availability of Proxy Materials, or the enclosed proxy card or
voting instruction form, and follow the
2
on-screen instructions. You will need the control number
included on your Notice of Internet Availability
of Proxy Materials, proxy card or voting instruction form. If
you vote by Internet, you do not need to
mail your proxy card or voting instruction form.
Telephone

If you received a paper proxy card or voting instruction form
and would like to vote your shares by
telephone, please follow the instructions on the proxy card or
voting instruction form. If you vote by
telephone, you do not need to mail your proxy card or voting
instruction form.
Mail
If you received a paper proxy card or voting instruction form
and would like to vote your shares by
mail, please follow the instructions on the proxy card or voting
instruction form. Please be sure to sign
and date your proxy card. If you do not sign your proxy card,
your votes cannot be counted. Mail
your proxy card or voting instruction form in the pre-addressed,
postage-paid envelope.
In Person
You may also attend the Annual Meeting and vote in person,
electronically. If you own your stock
in street name and wish to vote your shares electronically at the
Annual Meeting, you must obtain a
“legal proxy” from the bank or brokerage firm that holds your
shares. You should contact your bank or
brokerage account representative to obtain a legal proxy.
However, to ensure your shares are
represented, we ask that you vote your shares by Internet,
telephone or mail, even if you plan to attend
the meeting.
Participation in the Annual Meeting
Due to concerns regarding the coronavirus outbreak (COVID-
19) and to assist in protecting the

health and well-being of our stockholders, directors and
employees, this year’s Annual Meeting will be
in an online format. You can access the virtual annual meeting
at the meeting time at
www.virtualshareholdermeeting.com/UAA2020. The virtual
meeting has been designed to provide the
same rights to participate as you would have at an in-person
meeting.
Holders of our Class A Stock, Class B Stock and Class C Stock
may attend the virtual Annual
Meeting, although holders of Class C Stock may only attend the
virtual Annual Meeting in a view-only
format and will not be entitled to vote on any matter to be
considered at the Annual Meeting. The
Annual Meeting will begin promptly at 10:00 a.m., Eastern
Time. Online check-in will begin at
9:45 a.m., Eastern Time, and you should allow ample time for
the online check-in procedures. If you
plan to attend the Annual Meeting, you will need the 16-digit
control number included in your Notice of
Internet Availability of Proxy Materials, on your proxy card or
on the instructions that accompany your
proxy materials. If you are a holder of Class C Stock, you may
attend the Annual Meeting without a 16-
digit control number by following the instructions in your
Notice of Internet Availability of Proxy
Materials, on your proxy card or on the instructions that
accompany your proxy materials.
Revocation
If you are the record holder of your shares, you may revoke or
cancel a previously granted proxy
at any time before the Annual Meeting by delivering to the

Secretary of Under Armour at 1020 Hull
Street, Baltimore, Maryland 21230, a written notice of
revocation or a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in
person electronically. Any stockholder
owning shares in street name may change or revoke previously
given voting instructions by contacting
the bank or brokerage firm holding the shares or by obtaining a
legal proxy from the bank or brokerage
firm and voting in person electronically at the Annual Meeting.
Your personal attendance at the
meeting does not revoke your proxy. Your last vote, prior to or
at the Annual Meeting, is the vote that
will be counted.
3
Abstentions and Broker Non-Votes
Shares held by stockholders present at the Annual Meeting in
person (virtually) or by proxy who
do not vote on a matter and ballots or proxies marked “abstain”
or “withheld” on a matter will be
counted as present at the meeting for quorum purposes, but will
not be considered votes cast on the
matter.
If your shares are held in street name through a bank or broker
and you do not provide voting
instructions before the Annual Meeting, your bank or broker
may vote your shares under certain
circumstances in accordance with NYSE rules that govern banks
and brokers. These circumstances
include “routine matters,” such as the ratification of the

appointment of our independent registered
public accounting firm described in this Proxy Statement. Thus,
if you do not vote your shares with
respect to these matters, your bank or broker may vote your
shares on your behalf or leave your
shares unvoted.
The election of directors, the advisory approval of our executive
compensation and the Charter
Amendment are not considered “routine matters.” Thus, if you
do not vote your shares with respect to
any of these matters, your bank or broker may not vote the
shares, and your shares will be left unvoted
on the matter.
“Broker non-votes” (which are shares represented by proxies,
received from a bank or broker, that
are not voted on a matter because the bank or broker did not
receive voting instructions from the
beneficial owner) will be treated the same as abstentions, which
means they will be present at the
Annual Meeting and counted toward the quorum, but they will
not be counted as votes cast on the
matter. Abstentions and broker non-votes will not have an effect
on any of the proposals at this
meeting because they will not be counted as votes cast. Because
approval of the Charter Amendment
requires the affirmative vote (other than the Charter
Amendment) of the shares of Class A Stock and
Class B Stock outstanding as of the Record Date and entitled to
vote thereon, voting together as a
single class, abstentions and broker non-votes will have the
effect of a vote against the proposal.
Householding
The SEC permits us to send a single set of proxy materials to

any household at which two or more
stockholders reside, unless contrary instructions have been
received, but only if we provide advance
notice and follow certain procedures. This process, referred to
as householding, reduces the volume of
duplicate information and reduces printing and mailing
expenses. We have not instituted householding
for stockholders of record. Certain brokerage firms may have
instituted householding for beneficial
owners of our common stock held through brokerage firms. If
your family has multiple accounts holding
our shares, you may have already received a householding
notice from your broker. Please contact
your broker directly if you have any questions or require
additional copies of the proxy materials. The
broker will arrange for delivery of a separate copy of this Proxy
Statement or our Annual Report
promptly upon your written or oral request. You may decide at
any time to revoke your decision to
household and begin receiving multiple copies.
Solicitation of Proxies
We pay the cost of soliciting proxies for the Annual Meeting.
We solicit by mail and arrangements
are made with brokerage houses and other custodians, nominees
and fiduciaries to send proxy
materials to beneficial owners. Upon request, we will reimburse
them for their reasonable expenses. In
addition, our directors, officers and employees may solicit
proxies, either personally or by telephone,
facsimile or written or electronic mail. Stockholders are
requested to return their proxies without delay.
4

SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS OF SHARES
The following table sets forth certain information known to us
regarding the beneficial ownership of
shares of our common stock by:
• each current director and nominee for director;
• our named executive officers included in the 2019 Summary
Compensation Table;
• all of our directors and executive officers as a group; and
• by each person, or group of affiliated persons, known to us to
beneficially own more than 5%
of any class of our outstanding shares of Class A Stock.
Except as otherwise set forth in the footnotes below, the address
of each beneficial owner is c/o
Under Armour, Inc., 1020 Hull Street, Baltimore, Maryland
21230, and to our knowledge, each person
has sole voting and investment power over the shares shown as
beneficially owned. Unless otherwise
noted, the information is stated as of March 6, 2020, the Record
Date for the Annual Meeting of
Stockholders. No shares in this table held by our directors or
executive officers are pledged as
security. The table below does not include restricted stock unit,
or RSU, awards with shares issuable
more than 60 days from March 6, 2020, stock options
exercisable more than 60 days from March 6,
2020, or any RSUs or stock options with performance based

vesting conditions that have not yet been
satisfied. With respect to our 5% stockholders, the table below
does not present their ownership of our
Class C Stock due to its non-voting status.
Class A and Class B Stock Class C Stock
Beneficial Owner
Beneficially
Owned
Shares(1)
Percentage of
Shares of Class
Outstanding(2)
Beneficially
Owned
Shares(1)
Percentage of
Shares of Class
Outstanding
Percentage
of Voting
Power(3)
Kevin A. Plank (4)(5) . . . . . . . . 34,742,229 15.6% 34,461,506
14.9% 64.7%
Patrik Frisk (6) . . . . . . . . . . . . . . 14,000 * 235,450 * *
George W. Bodenheimer (7) . . 3,000 * 3,021 * *

Douglas E. Coltharp (7)(8) . . . . 98,914 * 99,279 * *
Jerri L. DeVard (7) . . . . . . . . . . 1,200 * 0 * *
Mohamed A. El-Erian (7) . . . . . 11,650 * 3,675 * *
Karen W. Katz (7)(9) . . . . . . . . 2,000 * 2,014 * *
A.B. Krongard (7) . . . . . . . . . . . 66,972 * 67,012 * *
Eric T. Olson (7) . . . . . . . . . . . . 0 * 0 * *
Harvey L. Sanders (7) . . . . . . . 184,480 * 185,640 * *
David Bergman (10) . . . . . . . . . 26,835 * 103,184 * *
Colin Browne (11) . . . . . . . . . . . 0 * 115,105 * *
Tchernavia Rocker (12) . . . . . . 0 * 10,050 * *
All Executive Officers and
Directors as a Group
(7)(13) . . . . . . . . . . . . . . . . . . 35,258,130 15.8% 34,959,786
15.5% 64.8%
5% Stockholders
Adage Capital Partners,
L.P. (14) . . . . . . . . . . . . . . . . . 10,765,400 4.8% 2.0%
BlackRock, Inc. (15) . . . . . . . . . 12,563,020 5.6% 2.4%
Lone Pine Capital LLC (16) . . . 12,734,634 5.7% 2.4%
The Vanguard Group (17) . . . . 21,416,008 9.6% 4.0%
Wellington Management Group
LLP (18) . . . . . . . . . . . . . . . . . 25,803,993 11.6% 4.8%
* Less than 1% of the shares.
5
(1) Includes any stock options exercisable within 60 days of
March 6, 2020 or shares issuable within
60 days of March 6, 2020 upon the vesting of RSUs.

(2) The percentage of outstanding figure takes into account the
34,450,000 shares of outstanding
Class B Stock held, directly or indirectly, by Mr. Plank. These
shares of Class B Stock may be
converted under certain circumstances, including at the option
of Mr. Plank, into shares of Class A
Stock. If the shares of Class B Stock are not counted, the
percentage of outstanding Class A Stock
owned is as follows: Mr. Plank, less than one percent, all
executive officers and directors as a group,
less than one percent, Adage Capital Partners, L.P. 5.7%,
BlackRock, Inc., 6.7%, Lone Pine Capital
LLC, 6.8%, The Vanguard Group, 11.4% and Wellington
Management Group LLP 13.7%.
(3) Each share of Class A Stock has one vote and each share of
Class B Stock has ten votes. The
percentage of voting power reflects the combined effects of
both Class A Stock and Class B
Stock. Our Class C Stock is non-voting.
(4) Includes 16,991 shares of Class A Stock directly owned by
Mr. Plank, 164,617 shares beneficially
owned, and 110,621 stock options for Class A Stock that are
currently exercisable. In addition,
Mr. Plank beneficially owns 34,450,000 shares of Class B Stock
indirectly and has sole voting and
investment power over 32,646,600 of these shares. With respect
to the remaining 1,803,400 of
these shares of Class B Stock, the shares are held by two limited
liability companies controlled by
Mr. Plank. Mr. Plank has appointed Thomas J. Sippel, a former
director of the Company, as the
manager of these two limited liability companies. The manager
has voting control over the shares

held by these companies and shares investment control with Mr.
Plank. Because the 34,450,000
shares of Class B Stock beneficially owned by Mr. Plank, which
are all the shares of Class B Stock
outstanding, are convertible into shares of Class A Stock on a
one-for-one basis under certain
circumstances, including at the option of Mr. Plank, he is also
deemed to be the beneficial owner
of 34,450,000 shares of Class A Stock into which the Class B
Stock may be converted.
(5) Includes 16,738 shares of Class C Stock directly owned by
Mr. Plank, as well as 641,911 stock
options for Class C Stock that are currently exercisable. In
addition, Mr. Plank beneficially owns an
additional 33,802,857 shares of Class C Stock, and shares
investment power, as detailed in Note
(4) above, with Mr. Sippel over 1,765,845 of these shares.
(6) Includes 14,000 shares of Class A Stock and 14,000 shares
of Class C held in Trust by Mr. Frisk.
Does not include RSUs for 752,119 shares of Class C Stock.
(7) Does not include deferred stock units, or DSUs, for shares
of either Class A Stock or Class C
Stock, or RSUs for shares of Class C Stock held by non-
management directors. The RSUs will be
converted into DSUs for Class C Stock on a one-for-one basis
upon vesting. The DSUs will be
settled in shares of our Class A Stock or Class C Stock, as
applicable, on a one-for-one basis six
months after the director leaves the Board, or sooner upon death
or disability. As of the Record
Date, the non-management directors held the following amounts
of DSUs and RSUs:

Name
Class A
DSUs
Class C
DSUs
Class C
RSUs
George W. Bodenheimer . . . . . . . . . . . . . . . . . . . . . . . . . …
Annual Report
Form 10-K for the Fiscal Year Ended
December 29, 2018
UNITED STATES
FORM 10-K
OF THE SECURITIES EXCHANGE ACT OF 1934
or

T TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-32891
Hanesbrands Inc.
Maryland 20-3552316
(State of incorporation) (I.R.S. employer
identification no.)
1000 East Hanes Mill Road
Winston-Salem, North Carolina 27105
(Address of principal executive office) (Zip code)
(336) 519-8080
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share
Name of each exchange on which registered:
New York Stock Exchange
seasoned issuer, as defined in Rule 405 of the Securities Act.
reports pursuant to Section 13 or Section 15(d) of the Exchange
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.
electronically every Interactive Data File required to be
submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such
shorter
period that the registrant was required to submit such files). Yes
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will
not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference into
Part III of this Form 10-K or any amendment to this Form 10-K
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller
reporting company or an emerging growth company. See the
definitions of “ large accelerated filer,” “accelerated filer,”
“smaller
reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (Check one):

Non-
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for
complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
company (as defined in Rule 12b-2 of the Exchange Act
As of June 29, 2018, the aggregate market value of the
registrant’s common stock held by non-affiliates was
approximately
$7,881,568,615 ( based on the closing price of the common
stock of $22.02 per share on that date, as reported on the New
York Stock
Exchange and, for purposes of this computation only, the
assumption that all of the registrant’s directors and executive
officers are
affiliates and that beneficial holders of 5% or more of the
outstanding common stock are not affiliates).
As of February 1, 2019, there were 361,424,006 shares of the
registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference to portions
of the registrant’s proxy statement for its 2019 annual meeting
of stockholders.

2
Table of Contents
Page
FORWARD-LOOKING STATEMENTS 3
PART I 4
Item 1 Business 4
Item 1A Risk Factors 12
Item 1B Unresolved Staff Comments 22
Item 1C Executive Officers of the Registrant 23
Item 2 Properties 24
Item 3 Legal Proceedings 25
Item 4 Mine Safety Disclosures 25
PART II 26
Stockholder
Matters and Issuer Purchases of Equity Securities 26
Item 6 Selected Financial Data 27
Item 7 Management’s Discussion and Analysis of Financial
Condition and

Results of Operations 28
Item 7A Quantitative and Qualitative Disclosures about Market
Risk 47
Item 8 Financial Statements and Supplementary Data 47
Item 9 Changes in and Disagreements with Accountants on
Accounting and
Financial Disclosure 47
Item 9A Controls and Procedures 47
Item 9B Other Information 48
PART III 49
Item 10 Directors , Executive Officers and Corporate
Governance 49
Item 11 Executive Compensation 49
Management
and Related Stockholder Matters 49
Item 13 Certain Relationships and Related Transactions , and
Director Independence 49
Item 14 Principal Accounting Fees and Ser vices 49
PART IV 50

Item 15 Exhibits and Financial Statement Schedules 50
Item 16 Form 10-K Summary 54
Signatures 55
Financial Statements F-1
https://www.sec.gov/Archives/edgar/data/1359841/00013598411
7000040/hbi-
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0
7000040/hbi-
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5
7000040/hbi-20161231x10k.htm
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7000040/hbi-
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7000040/hbi-
20161231x10k.htm#s7CAC9B5F18FDB8C0230B7C896E14D53
0
7000040/hbi-
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0
7000040/hbi-
20161231x10k.htm#sF9B9B08C119FEC1226287C896E426914

7000040/hbi-
20161231x10k.htm#sDA742CC5266C0D7650227C896E904A3A
http://www.sec.gov/Archives/edgar/data/1359841/00013598411
6000342/hbi-
20160102x10k.htm#s37FCC1E67B685B07CB002158A2481A40
6000342/hbi-
20160102x10k.htm#s2200FEF7ADBB87FF1A012158A27A360E
6000342/hbi-
20160102x10k.htm#sF8D8324EF1F2603847EC2158A2B607BF
H A NESBR A NDS INC . 3
Forward-Looking Statements
This Annual Report on Form 10-K contains information that
may constitute “forward-looking statements” within the
meaning of
Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934 (the “Exchange Act”).
Forward-
looking statements include all statements that do not relate
solely to historical or current facts, and can generally be
identified by the
use of words such as “may,” “believe,” “will,” “expect,”
“project,” “estimate,” “intend,” “anticipate,” “plan,” “continue”
or similar
expressions. However, the absence of these words or similar
expressions does not mean that a statement is not forward-
looking.
All statements regarding our intent, belief and current
expectations about our strategic direction, prospects and future
results

are forward-looking statements. Management believes that these
forward-looking statements are reasonable as and when made.
However, caution should be taken not to place undue reliance
on any such forward-looking statements because such
statements speak
only as of the date when made. We undertake no obligation to
publicly update or revise any forward-looking statements,
whether
as a result of new information, future events or otherwise,
except as required by law. In addition, forward-looking
statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from our historical experience and
our
present expectations or projections. These risks and
uncertainties include, but are not limited to, those described
under “Risk Factors”
and elsewhere in this report and those described from time to
time in our future reports filed with the Securities and Exchange
Commission (“SEC”).
4
Part I
Item 1. Business
Company Over view
Hanesbrands Inc. (collectively with its subsidiaries,
“Hanesbrands,” “we,” “us,” “our” or the “Company”) is a
socially responsible
leading marketer of everyday basic innerwear and activewear
apparel in the Americas, Europe, Australia and Asia/Pacific
under
some of the world’s strongest apparel brands, including Hanes,

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