An article of footwear comprises a sole structure and an upper. The upper is connected to the sole structure to form an enclosure to at least partially receive a foot. The upper comprises a first panel, a second panel, a backing panel and fibers. The first panel and the second panel at least partially form the enclosure. The backing panel is located within the enclosure along surfaces of the first and second panels. The fibers extend from the backing panel and are mechanically embedded in the first and second panels so that at least some of the fibers are partially disposed outside the enclosure.