Fair Value Measurements

9 Months Ended

Sep. 30, 2021

FAIR VALUE MEASUREMENTSFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The fair value accounting guidance outlines a valuation framework, creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures, and prioritizes the inputs used in measuring

fair value as follows:


Level 1:			Observable inputs such as quoted prices in active markets;

Level 2:			Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:			Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Our financial assets (liabilities) measured at fair value on a recurring basis consisted of the following types of instruments as of the following periods:


	September 30, 2021						December 31, 2020						September 30, 2020
(In thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative foreign currency contracts (see Note 8)	$	—	$	3,197	$	—	$	—	$	(22,122)	$	—	$	—	$	(203)	$	—
TOLI policies held by the Rabbi Trust	$	—	$	8,525	$	—	$	—	$	7,697	$	—	$	—	$	7,229	$	—
Deferred Compensation Plan obligations	$	—	$	(15,122)	$	—	$	—	$	(14,314)	$	—	$	—	$	(13,113)	$	—

Fair values of the financial assets and liabilities listed above are determined using inputs that use as their basis readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers. The foreign currency contracts represent unrealized gains and losses on derivative contracts, which is the net difference between the U.S. dollar value to be received or paid at the contracts’ settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current market exchange rate. The fair value of the trust owned life insurance (“TOLI”) policies held by the Rabbi Trust are based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are initially made in the same funds and purchased in substantially the same amounts as the selected investments of participants in the Under Armour, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), which represent the underlying liabilities to participants in the Deferred Compensation Plan. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments.

As of September 30, 2021, December 31, 2020, and September 30, 2020, the fair value of the Convertible Senior Notes was $150.2 million, $828.2 million, and $624.8 million, respectively. The Company entered into exchange agreements with certain holders during the three and nine months ended September 30, 2021 to exchange approximately $169.0 million and $419.0 million, respectively, in aggregate principal amount of the Convertible Senior Notes for a combination of cash and shares (see Note 5 to the unaudited condensed consolidated financial statements).

As of September 30, 2021, December 31, 2020, and September 30, 2020, the fair value of the Senior Notes was $622.5 million, $602.6 million, and $566.6 million, respectively.

The fair value of long term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2).

Certain assets are not remeasured to fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. These assets can include long-lived assets and goodwill that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.