8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2006

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-51626	52-1990078
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1020 Hull Street, 3 rd Floor, Baltimore, Maryland	21230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 454-6428

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 31, 2006, Under Armour, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2006. A copy of Under Armour’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Under Armour has scheduled a conference call for 8:30 a.m. EST on October 31, 2006 to discuss its financial results, and a portion of the script for that call is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1: Under Armour, Inc. press release announcing financial results for the third quarter ended September 30, 2006.

Exhibit 99.2: Portion of conference call script for October 31, 2006 conference call.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNDER ARMOUR, INC.
Date: October 31, 2006	By:	/s/ WAYNE A. MARINO
		Wayne A. Marino
		Executive Vice President and Chief Financial Officer.

EX-99.1

Exhibit 99.1

Under Armour, Inc.
1020 Hull Street
Baltimore, MD 21230
CONTACTS
Investors:
Alex Miyamoto
Under Armour, Inc.
Tel: 410.454.6578
Financial Media:
Arnold Worldwide
John Isaf
Tel: 617.587.8923
Tel: 617.587.8905

FOR IMMEDIATE RELEASE

UNDER ARMOUR REPORTS RECORD THIRD QUARTER 2006 RESULTS

• Third Quarter Net Revenues Increased 47.5% to $127.7 Million; Diluted EPS of $0.32, Including $0.05 Benefit from the Impact of New State Tax Credits

• Raises 2006 Net Revenues Outlook to $410 Million to $420 Million (+46% to +49% over 2005)

• Raises 2006 Net Income Outlook to $38.5 Million to $39.5 Million, Including an Additional $1.0 Million Benefit from the Impact of New State Tax Credits Expected to be Recognized in the Fourth Quarter

• Provides Preliminary Outlook for 2007; Growth in Net Revenues and Income from Operations Expected to Exceed Company’s Long-Term 20% - 25% Growth Targets

Baltimore, MD (October 31, 2006) – Under Armour, Inc. (NASDAQ: UARM) today announced financial results for the third quarter ended September 30, 2006.

Net revenues increased 47.5% in the third quarter to $127.7 million compared to net revenues of $86.6 million in the third quarter of 2005. Apparel revenues for Men’s, Women’s, and Youth increased 41.8% to $116.7 million.

Third quarter net income increased 90.4% to $16.0 million compared to $8.4 million in the same period of 2005. Diluted earnings per share were $0.32, on weighted average common shares outstanding of 49.6 million compared to $0.20 per share on weighted average common shares outstanding of 39.3 million in the third quarter of the prior year. The Company received a $2.3 million benefit to net income, or $0.05 per diluted share, as a result of the impact of new state tax credits.

“Our growth this quarter reflects the Brand’s momentum both at retail and within the entire athletic landscape,” stated Kevin A. Plank, Chairman and CEO of Under Armour, Inc. “We believe the shift away from standard cotton to performance products at all levels of sport continues to fuel growth in our core categories while also creating a demand for new product lines and tip-of-spear product extensions. We remain committed to serving the needs of the athlete with an innovative and authentic focus.”

Apparel revenues grew 41.8% for the quarter due to continued strength in the Men’s, Women’s, and Youth businesses. These businesses benefited from strength in core product categories and an increased presence of the Brand at retail. The training and compression categories were particularly strong and were the primary drivers of revenue growth.

Gross margin was 50.6% compared to 49.6% in last year’s third quarter, primarily driven by improved sourcing initiatives. Selling, general and administrative expenses were 33.4% of net revenues in the third quarter of 2006 compared to 32.9% in the same period of the prior year. This increase reflects planned investments in growth initiatives, such as international and footwear, as well as additional costs associated with being a public company.

Increasing Outlook for 2006

Based on the strength of the Brand year-to-date, Under Armour is increasing its outlook for 2006.

The Company now expects annual net revenues in the range of $410 million to $420 million, a 46% to 49% increase over 2005, and annual net income in the range of $38.5 million to $39.5 million. The Company anticipates an additional $1.0 million benefit from new state tax credits expected to be recognized in the fourth quarter, realizing an effective tax rate of 33.6% for the full year. The Company continues to expect fully diluted weighted average shares outstanding of approximately 50 million for 2006.

Preliminary Outlook for 2007

The Company has previously stated its long-term growth targets of 20% - 25% for the top and bottom line. However, based on the continued strength of the Brand and its ability to extend product scope and distribution, the Company believes 2007 net revenues and income from operations will exceed the long-term 20% - 25% growth targets.

Mr. Plank concluded, “Under Armour is a growth company. Our focus remains on achieving all of our strategic and financial goals while continuing to assemble and invest in building the Brand globally. We remain diligent about our reinvestment in four areas of concentration: Aggressive research and development of performance products, impactful marketing of our succinct Brand messages, building our international and footwear businesses, and strengthening our operations and systems infrastructure.”

Conference Call and Webcast

Under Armour will host a conference call and webcast to discuss its financial results today, October 31^st, at 8:30 a.m. EST. This call will be webcast live at investor.underarmour.com and will be archived and available for replay approximately three hours after the live event. Additional supporting materials related to the call will also be available at investor.underarmour.com. The Company’s financial results are also available online at investor.underarmour.com.

About Under Armour, Inc.

Under Armour® (NASDAQ: UARM) is a leading developer, marketer and distributor of branded performance apparel, footwear and accessories. The brand’s moisture-wicking synthetic fabrications are engineered in many different designs and styles for wear in nearly every climate to provide a performance alternative to traditional natural fiber products. The Company’s

products are sold worldwide and worn by professional football, baseball, and soccer players, as well as athletes in major collegiate and Olympic sports. The Under Armour European headquarters is located in Amsterdam’s Olympic Stadium, and its global headquarters is located in Baltimore, MD. For further information, please visit the Company’s website at www.underarmour.com.

Forward Looking Statements

Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “outlook,” “potential” or the negative of these terms or other comparable terminology. The forward-looking statements contained in this press release reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to: our ability to manage our growth effectively; our ability to maintain effective internal controls; increased competition causing us to reduce the prices of our products or to increase significantly our marketing efforts in order to avoid losing market share; changes in consumer preferences or the reduction in demand for performance apparel and other products; our ability to accurately forecast consumer demand for our products; reduced demand for sporting goods and apparel generally; failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results; our ability to effectively market and maintain a positive brand image; the availability and effective operation of management information systems and other technology; our ability to attract and maintain the services of our senior management and key employees; and changes in general economic or market conditions, including as a result of political or military unrest or terrorist attacks. The forward-looking statements contained in this press release reflect our views and assumptions only as of the date of this press release. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

(Tables Follow)

Under Armour, Inc.

Quarter and Nine Months Ended September 30, 2006 and 2005

(in thousands, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Quarter Ended 9/30/06		% of Net Revenues		Quarter Ended 9/30/05			% of Net Revenues		Nine Months Ended 9/30/06		% of Net Revenues		Nine Months Ended 9/30/05			% of Net Revenues
Net revenues	$	127,745	100.0	%	$	86,606		100.0	%	$	295,406	100.0	%	$	193,750		100.0	%
Cost of goods sold		63,070	49.4	%		43,641		50.4	%		148,212	50.2	%		100,396		51.8	%
Gross profit		64,675	50.6	%		42,965		49.6	%		147,194	49.8	%		93,354		48.2	%
Operating expenses
Selling, general and administrative expenses		42,692	33.4	%		28,482		32.9	%		107,662	36.4	%		70,329		36.3	%
Income from operations		21,983	17.2	%		14,483		16.7	%		39,532	13.4	%		23,025		11.9	%
Other income (expense)
Interest income (expense), net		177	0.1	%		(836	)	(0.9	)%		1,058	0.3	%		(2,124	)	(1.1	)%
Income before income taxes		22,160	17.3	%		13,647		15.8	%		40,590	13.7	%		20,901		10.8	%
Provision for income taxes		6,190	4.8	%		5,261		6.1	%		13,462	4.5	%		8,176		4.2	%
Net income		15,970	12.5	%		8,386		9.7	%		27,128	9.2	%		12,725		6.6	%
Accretion of and cumulative preferred dividends on Series A Preferred Stock		—	0.0	%		599		0.7	%		—	0.0	%		1,796		1.0	%
Net income available to common shareholders	$	15,970	12.5	%	$	7,787		9.0	%	$	27,128	9.2	%	$	10,929		5.6	%
Net income available per common share
Basic	$	0.34			$	0.21				$	0.58			$	0.30
Diluted	$	0.32			$	0.20				$	0.55			$	0.29
Weighted average common shares outstanding
Basic		47,164				36,571					46,848				35,871
Diluted		49,599				39,324					49,512				38,064

NET REVENUES BY PRODUCT CATEGORY

	Quarter Ended 9/30/06		Quarter Ended 9/30/05		% Change		Nine Months Ended 9/30/06		Nine Months Ended 9/30/05		% Change
Mens	$	79,233	$	57,476	37.9	%	$	173,620	$	129,545	34.0	%
Womens		26,513		18,067	46.8	%		59,586		36,770	62.1	%
Youth		10,980		6,783	61.9	%		22,095		13,241	66.9	%
Apparel		116,726		82,326	41.8	%		255,301		179,556	42.2	%
Footwear		2,001		—	—			17,585		—	—
Accessories		3,794		1,050	261.3	%		11,481		7,359	56.0	%
Total net sales		122,521		83,376	47.0	%		284,367		186,915	52.1	%
Licensing revenues		5,224		3,230	61.7	%		11,039		6,835	61.5	%
Total net revenues	$	127,745	$	86,606	47.5	%	$	295,406	$	193,750	52.5	%

Under Armour, Inc.

As of September 30, 2006, December 31, 2005 and September 30, 2005

(in thousands)

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of 9/30/06		As of 12/31/05		As of 9/30/05
Assets
Cash and cash equivalents	$	44,257	$	62,977	$	324
Accounts receivable, net		89,667		53,132		58,690
Inventories		74,972		53,607		50,277
Prepaid expenses, income taxes receivable and other current assets		8,105		5,252		4,900
Deferred income taxes		12,774		6,822		8,185
Total current assets		229,775		181,790		122,376
Property and equipment, net		25,804		20,865		20,192
Intangible asset, net		8,250		—		—
Deferred income taxes		192		—		—
Other non-current assets		948		1,032		1,955
Total assets	$	264,969	$	203,687	$	144,523
Liabilities, Mandatorily Redeemable Securities and Stockholders’ Equity
Revolving credit facility	$	—	$	—	$	23,101
Accounts payable, accrued expenses and income taxes payable		60,941		43,864		44,942
Current maturities of long term debt		3,626		3,808		6,486
Total current liabilities		64,567		47,672		74,529
Long term debt, net of current maturities		3,593		4,583		26,955
Deferred income taxes		—		330		586
Other long term liabilities		396		272		215
Total liabilities		68,556		52,857		102,285
Mandatorily Redeemable Series A Preferred Stock		—		—		8,488
Total stockholders’ equity		196,413		150,830		33,750
Total liabilities, mandatorily redeemable securities and stockholders’ equity	$	264,969	$	203,687	$	144,523

EX-99.2

Exhibit 99.2

UARM: Third Quarter 2006 Earnings Call – Wayne Marino

Thanks Kevin. I’m going to take the next few minutes to provide some color on our third quarter and nine-month financial and operational performance and then I’ll walk you through our outlook for the balance of this year and a preliminary outlook for 2007.

As Kevin mentioned, we saw very strong growth in our core apparel business in the third quarter. In fact, our apparel business accelerated, growing at 42% in the third quarter compared to 31% growth in the second quarter. This stronger growth on a larger base of business is further evidence that our core business remains very strong as we diversify into other growth areas such as footwear and International.

In addition to the accelerating growth in our core apparel business, this quarter we recognized an additional $2.0 million of net revenues in the Footwear Business, primarily driven by remaining sales of football cleats.

Our Accessories Category includes, among other items, football lineman and receiver gloves and baseball batting gloves sold through our wholesale channel and accessory products sold though our web site. This category increased 261% to $3.8 million for the quarter, mostly driven by increased sales in football gloves.

Net sales for Men’s, Women’s, Youth, Accessories, and Footwear grew a combined 47% in the quarter to $122.5 million and represented approximately 96% of our net revenues. The balance of our net revenues were derived from our Licensing Business, which increased 62% in the quarter to $5.2 million and 62% for the nine months to $11.0 million. For the first nine months, net revenues increased 53% to $295.4 million.

Operating Overview

Now moving to our gross margin. For the quarter, gross margin increased 100 basis points to 50.6% compared to 49.6% in the same period last year. This increase was largely a result of improved sourcing initiatives and lower cost sourcing driven by increased volumes.

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For the first nine months, gross margin increased 160 basis points to 49.8% versus 48.2% in the same period last year.

SG&A for the third quarter totaled $42.7 million, an increase of $14.2 million compared to the same period last year. SG&A as a percentage of net revenues for the quarter increased to 33.4% from 32.9% last year, and for the nine months, SG&A as a percentage of net revenues increased to 36.4% from 36.3% in the same period last year. This increase for both the quarter and nine months reflects investments we are making in growth initiatives. In absolute dollars, over 30% of the year-over-year dollar growth in SG&A supported our new growth initiatives such as international and footwear. To expand, footwear is currently a seasonal business for us. Nearly 90% of the footwear revenues to date were recognized in the second quarter. However, to build this business successfully, we must continue to invest each and every quarter.

This quarter’s increase in SG&A was not driven purely by our investments in growth initiatives. Public company costs associated with year one of our Sarbanes-Oxley compliance initiative also made an impact.

Marketing costs for the quarter increased 27% to $12.8 million from $10.1 million last year. For the nine months, marketing costs increased 34% to $30.9 million. As a percentage of net revenues, marketing costs were 10.0% of net revenues in the quarter compared to 11.7% in the same period last year and for the nine months marketing costs were 10.5% of net revenues in 2006 compared to 11.9% in 2005. The good news is that we were able to support our big marketing initiatives such as our “click-clack” campaign and still achieve leverage.

As Kevin mentioned, during the quarter, we entered into a six-year marketing deal with the NFL. As part of the agreement, we issued 480,000 warrants at market value. All amortization of promotional rights and other costs associated with this deal will flow through Marketing expense and are included in our 10% to 12% annual range.

Our operating income for the quarter was $22.0 million, compared to $14.5 million in the prior year, an increase of 52%.

2

Our Operating margin showed improvements for both the quarter and nine months compared to prior periods. For the quarter our operating margin increased 50 basis points to 17.2% of net revenues and for the nine months increased 150 basis points to 13.4% of net revenue

As a result of our improved cash position, net interest income for the quarter increased $1.0 million.

It is important to note that both the net income and EPS for the quarter and nine months benefited from a $2.3 million, or $0.05 per diluted share, state tax credit recorded this quarter. We are anticipating the balance of the allowable credit of $1.0 million, or $0.02 per diluted share, to be recognized in the fourth quarter. Eligibility for this credit was confirmed at the end of this September, and it is based on tax credits earned as a result of qualified projects that the Company will complete by year-end.

Our resulting net income for the quarter increased to $16.0 million from $8.4 million in the same period last year.

Balance Sheet Summary

Now I’d like to take you through our Balance Sheet.

Inventory at quarter end was $75.0 million, a decrease of $5.2 million from the previous quarter and an increase of $24.7 million or 49% compared to the same period last year. Our strategy to take receipt of Fall merchandise early paid off, as we were well-positioned to take advantage of the strong demand for our product this quarter.

Our retail outlet strategy remains the same - to profitably sell our excess inventory. In the third quarter, we expanded our outlet base to 11 stores.

We will continue to execute our inventory management initiatives in 2007 and will maintain our retail outlet strategy with the addition of 5 to 6 outlet stores during 2007.

3

Net Accounts Receivable increased 53%, or $31 million, on a year over year basis, an increase largely in line with our 47.5% net revenue growth. However, the comparability of our net A/R continues to be affected by the change in treatment of customer discounts and incentives from 2005 to 2006. Beginning in 2006, a majority of discounts earned by customers were recorded as a liability within accrued expenses as opposed to an offset to accounts receivable. This is simply a change in presentation.

Total cash and cash equivalents at the end of the quarter were $44.3 million and cash net of debt was $37.0 million, an increase of $3.3 million over the previous quarter.

Our investment in capital expenditures for the quarter was $2.6 million. Over half of this investment went towards the build out of new outlet stores and additional in-store fixturing to support our brand presence at retail. As we stated previously, our cap-ex budget for the year is $15 to $16 million, and we still expect to be within this range.

Now I would like to turn to our outlook for the remainder of the year.

Net Revenues For Full Year

As a result of the momentum that we have seen for the Under Armour brand at retail, we now expect annual net revenues in the range of $410 million to $420 million, an increase of 46%-49% compared to last year.

Net Income For The Full Year

We expect net income for the year to be in the range of $38.5 million to $39.5 million. This includes a $1.0 million, or $0.02 per diluted share, state tax benefit expected to be earned in Q4. As a result of the tax credits earned in the second half of 2006, we are anticipating an effective tax rate of approximately 33.6% for the full year.

We expect fully diluted weighted average shares outstanding of approximately 50 million for 2006.

4

Outlook For 2007

Now I would like to provide you with our preliminary outlook for 2007. While it is not our policy to provide quarterly guidance, I will provide you with our outlook for the full year as well as additional color on several key elements of our business.

First, I would like to remind you that our long term growth targets remain at 20-25% for both our top and bottom line. However, due to the strength of the Under Armour brand and our ability to extend our product scope and distribution, we believe we can exceed 25% growth in both net revenues and income from operations for 2007. Historically, a greater percentage of our revenues have been recognized in the third and fourth quarters. Therefore we expect the quarterly breakdown of our 2007 annual revenues to mirror that which occurred in 2006. I also want to point out that similar to 2006 our second quarter of 2007 is expected to be our lowest volume quarter.

When we move to the Net income and EPS line, the recognition of state tax credits that I expanded upon earlier and the corresponding effect on our effective tax rate will impact the year-over-year comparability of our net income and EPS in second half of 2007.

Now I will provide you with some further color on the assumptions behind this top level summary.

• First is our Gross Margin. We anticipate continued improvement to our gross margin from our lower cost sourcing initiatives driven by increased volumes. We also anticipate that our higher margin direct, retail and licensing businesses will grow at a faster rate than our overall business. A portion of these improvements will be offset by our anticipated growth in our cleated footwear business, both football and baseball, which will carry initial margins lower than our existing apparel margins. This will be most evident in the first quarter, where in the prior year, we did not have the impact of cleated footwear on the gross margin. Taking all these factors into account, we are planning our full year 2007 gross margin to improve by 20-30 basis points over the prior year.

5

• Now moving to SG&A. For 2007, we plan to continue to invest in Marketing and our growth initiatives such as footwear and International. For these reasons, we are planning our full year operating expense to increase by 20-30 basis points as a percentage of net revenues for 2007. We also see the opportunity to leverage fixed costs if volumes should increase.

• In terms of marketing costs, we will continue to invest between 10-12% of our annual top line revenues on Marketing to help fuel our growth and based on preliminary growth targets we are planning to invest at the high end of the 10-12% range for 2007. It’s important to note that as our business becomes more diverse in terms of product mix, gender, and sport categories, we will adjust the timing of our marketing spend to reflect this more balanced mix. For example, we anticipate that the mix of our 2006 marketing dollars will be spent approximately 40% in the first half and 60% in the back half. For 2007, our preliminary outlook is that the mix of marketing will reflect a 50/50 first half/second half split with marketing dollars spread more evenly throughout the quarters.

• We have always earned a greater portion of our income in the last 2 quarters of the year. With the shift of the marketing spend more evenly throughout the year, an even greater percentage of our income in 2007 will be coming from the back half of the year.

• Lastly, we expect our effective tax rate to increase to 40.5% up from 33.6% since most of the allowable state tax credit will have been earned and recognized in 2006.

• Weighted average diluted share count in 2007 is expected to be approximately 50.5 million.

With Inventory. We will continue to drive our aggressive inventory management initiatives in 2007. With the addition of our new Chief Supply Chain Officer, Jim Calo, we believe we are better positioned to manage our global supply chain as we expand our product scope and region base. We will balance these inventory management initiatives with the ability to take advantage of strong consumer demand for our product as we did this quarter. We are therefore expecting inventory to keep pace with our sales growth in 2007.

At our year end call, I plan to provide you with more color on our quarterly initiatives and investments.

We are excited about our story and our accomplishments to date and look forward to a solid finish to 2006 and another year of strong results in 2007. Now, Kevin and I would like to take your questions.

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