Under Armour, Inc.
For the period ended Mar 31, 2025. Filed May 22, 2025.
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FY2025 · Filed May 22, 2025
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Item 9A. Controls and Procedures
Management's Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2025, due to the material weakness in our internal control over financial reporting described below.
Management has analyzed the material weakness and performed additional analyses and procedures in preparing our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Based on these analyses and procedures, notwithstanding the ongoing material weakness we have identified, we concluded that our financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of March 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 “Internal Control-Integrated Framework.” Based on this assessment, management concluded that, as of March 31, 2025, our internal control over financial reporting was not effective due to the material weakness described below.
A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We identified a material weakness in our internal control over financial reporting, as we did not design and maintain effective controls over the review and execution of certain balance sheet account reconciliations. Although this material weakness did not result in a material misstatement of our consolidated financial statements, it resulted in immaterial errors in our consolidated interim and annual financial statements for Fiscal 2025, Fiscal 2024, Fiscal 2023, the Transition Period and Fiscal 2021. Additionally, until we remediate this material weakness, it could result in material misstatements to our interim or annual consolidated financial statements that would not be prevented or detected on a timely basis.
PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of March 31, 2025 as stated in their report which appears in Part II, Item 8 of this Annual Report on Form 10-K.
Remediation Efforts and Status of Remaining Material Weakness
During Fiscal 2025, with the oversight of the Audit Committee of the Board of Directors, management has been executing on and remains committed to implementing measures designed to ensure that the control deficiencies contributing to the ongoing material weakness are remediated, such that these controls are designed, implemented and operate effectively. The following activities are ongoing to remediate the remaining material weakness:
We have prepared a remediation plan for the material weakness and are training process owners, and developing and implementing a new account reconciliation policy and approval process;
We are designing and implementing new controls, enhancing the design of existing controls, evaluating process adoption and monitoring results; and
We have engaged third party consultants to advise management in connection with the remediation of the material weakness.
While our remediation efforts are expected to continue throughout Fiscal 2026, additional remediation initiatives may be necessary, and we cannot provide assurance as to when our remediation activities will be complete. The material weakness will not be considered remediated until we complete the design and implementation of the applicable controls, and they operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Remediation of Previously Identified Material Weakness
The material weakness related to not designing and maintaining effective controls over the classification and presentation of general ledger accounts in the appropriate financial statement line items within the consolidated financial statements which was previously identified as of March 31, 2024 and initially reported in our Annual Report on Form 10-K for Fiscal 2024, has been remediated. Specifically, during the fourth quarter of Fiscal 2025, we completed the design and implementation of new control activities to ensure general ledger accounts are appropriately classified and presented in the consolidated financial statements.
During the three months ended March 31, 2025, we completed our testing and evaluation of the newly designed and implemented controls and determined that as of March 31, 2025, the controls have been in place and have operated effectively for a sufficient period of time for management to conclude the material weakness has been remediated.
Changes in Internal Control Over Financial Reporting
As noted in the "Remediation of Previously Identified Material Weakness" section above, there were changes that materially impacted, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended March 31, 2025.
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