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 28, 2008

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-33202	52-1990078
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1020 Hull Street, 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 28, 2008, Under Armour, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2008. 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 28, 2008 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, 2008.

Exhibit 99.2: Portion of conference call script for October 28, 2008 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 28, 2008	By:	/s/ BRAD DICKERSON
		Brad Dickerson
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Under Armour, Inc. 1020 Hull Street Baltimore, MD 21230
CONTACTS Investors: Alex Pettitt Under Armour, Inc. Tel: 410.454.6578
Media: Diane Pelkey Under Armour, Inc. Tel: 410.246.5927

FOR IMMEDIATE RELEASE

UNDER ARMOUR REPORTS 24% TOP LINE GROWTH AND 28% EPS GROWTH FOR THE

THIRD QUARTER

• Third Quarter Net Revenues Increased 24.1% to $231.9 Million

• Third Quarter Net Income Increased 28.1% to $25.7 Million; Diluted EPS of $0.51

• Third Quarter Income from Operations Increased 37.5% to $46.5 Million

• Company Revises 2008 Net Revenues Outlook to $750 Million to $765 Million (+24% to +26% over 2007) from $765 Million to $775 Million

• Company Revises 2008 Income from Operations Outlook to $97.5 Million to $104.5 Million (+13% to +21% over 2007) from $104.5 Million to $105.5 Million

Baltimore, MD (October 28, 2008) – Under Armour, Inc. (NYSE: UA) today announced financial results for the third quarter ended September 30, 2008.

Net revenues increased 24.1% in the third quarter of 2008 to $231.9 million compared with net revenues of $186.9 million in the third quarter of 2007. Third quarter net income increased 28.1% to $25.7 million compared with $20.0 million in the same period of 2007. Diluted earnings per share for the third quarter of 2008 was $0.51 on weighted average common shares outstanding of 49.9 million compared with $0.40 per share on weighted average common shares outstanding of 50.1 million in the third quarter of the prior year.

“Delivering 24% top line growth in the third quarter is a testament to our growth strategy and our connection with the athletes of this generation,” stated Kevin Plank, Chairman and CEO of Under Armour, Inc. “By maintaining our focus on delivering the most compelling technical products to our consumer, we not only strengthen our connection with them but build the foundation to enter new markets.”

Apparel net revenues for the third quarter rose 19.0% to $201.1 million compared with $169.0 million in the same period of the prior year. The Women’s business achieved the strongest percentage rate of growth during the quarter, increasing 27.5% to $50.3 million. Footwear revenues increased to $13.1 million from $2.2 million in the third quarter of 2007, primarily driven by Performance Training Footwear, which launched during the second quarter of 2008.

Gross margin for the third quarter of 2008 was 51.0% compared with 50.6% in the prior year’s quarter primarily due to increased reserves and allowances in the third quarter of 2007 related to discontinued cleated footwear styles. Selling, general and administrative expenses were 31.0% of net revenues in the third quarter of 2008 compared with 32.5% in the prior year. Marketing expense for the third quarter of 2008 was 10.7% of net revenues versus 11.5% in the prior year’s period. The Company still expects to invest in marketing at the high-end of the range of 12% to 13% of net revenues for the full year.

For the first nine months of 2008, net revenues increased 26.5% to $546.0 million compared with $431.7 million in the prior year. Net income for the first nine months of 2008 was $29.9 million compared with $35.7 million in the same period of 2007. Diluted earnings per share for the first nine months of 2008 was $0.60 on weighted average common shares outstanding of 49.9 million compared with $0.71 per share on weighted average common shares outstanding of 49.9 million in the prior year. Based on the seasonality of net revenues and the timing of marketing and other investments, the Company had previously indicated that earnings would be more heavily weighted to the back half of 2008 relative to 2007.

Mr. Plank concluded, “Under Armour is a growth company, and our growth is driven by our demonstrated ability to successfully leverage our positioning as a premium performance brand. The strength of our team and our business model will allow us to grow and invest in the future. We will continue to plan our investments prudently and focus our resources on driving value for the company and our shareholders.”

Balance Sheet Highlights

Inventory totaled $163.6 million at September 30, 2008 compared with $151.8 million at September 30, 2007, an increase of 7.8% over the prior year and a decrease from the inventory balance reported at the end of the second quarter. Based on its current sales forecast, inventory management strategy and supply chain initiatives, the Company continues to expect inventory to grow at a rate below net revenues by the end of the year. Cash, net of debt, was $2.6 million at September 30, 2008 compared with net debt of $0.1 million at September 30, 2007. The Company had $15.0 million in borrowings outstanding under its $100 million revolving credit facility at September 30, 2008.

“Inventory control has been a major focus for the organization,” stated Wayne Marino, Chief Operating Officer. “We set specific, measurable goals for inventory and aligned the leadership of the company against those goals. Discipline and process improvement have led to the team’s successful delivery on those expectations. By year end, we still anticipate inventory growth to remain below the rate of revenue growth, and for 2009, we are striving for improved inventory efficiency. Our focus remains on building the infrastructure of the company to support the vision of the Brand.”

Outlook for 2008

While the Company has delivered strong results for the first nine months of the year, the Company is revising its 2008 outlook based on the current economic environment. The Company is revising its 2008 net revenues outlook to $750 million to $765 million, an increase of 24% to 26% over 2007. Additionally, the Company is revising its 2008 income from operations outlook to $97.5 million to $104.5 million, an increase of 13% to 21% over 2007. The Company had previously anticipated 2008 net revenues in the range of $765 million to $775 million and 2008 income from operations in the range of $104.5 million to $105.5 million.

Conference Call and Webcast

Under Armour will host a conference call and webcast to discuss its financial results today, October 28^th, at 8:30 a.m. ET. 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 http://investor.underarmour.com. The Company’s financial results are also available online at http://investor.underarmour.com/results.cfm.

About Under Armour, Inc.

Under Armour^® (NYSE: UA) 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 athletes at all levels, from youth to professional, on playing fields around the globe. The Under Armour global headquarters is in Baltimore, Maryland, with European headquarters in Amsterdam’s Olympic Stadium, and additional offices in Denver, Hong Kong, Toronto, and Guangzhou, China. 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 forecast and manage our growth effectively; our ability to develop and launch effectively new or updated products; our ability to accurately forecast consumer demand for our products; changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to obtain the financing required to grow our business, particularly when credit and capital markets are unstable; 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; 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, integration 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 our ability to maintain effective internal controls. 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, 2008 and 2007

(Unaudited; in thousands, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	Quarter Ended 9/30/08			% of Net Revenues		Quarter Ended 9/30/07		% of Net Revenues		Nine Months Ended 9/30/08			% of Net Revenues		Nine Months Ended 9/30/07		% of Net Revenues
Net revenues	$	231,946		100.0	%	$	186,863	100.0	%	$	545,965		100.0	%	$	431,723	100.0	%
Cost of goods sold		113,679		49.0	%		92,346	49.4	%		281,959		51.6	%		217,526	50.4	%
Gross profit		118,267		51.0	%		94,517	50.6	%		264,006		48.4	%		214,197	49.6	%
Operating expenses
Selling, general and administrative expenses		71,788		31.0	%		60,708	32.5	%		209,954		38.5	%		156,186	36.2	%
Income from operations		46,479		20.0	%		33,809	18.1	%		54,052		9.9	%		58,011	13.4	%
Other income (expense), net		(1,736	)	(0.7	%)		674	0.4	%		(2,012	)	(0.4	%)		2,868	0.7	%
Income before income taxes		44,743		19.3	%		34,483	18.5	%		52,040		9.5	%		60,879	14.1	%
Provision for income taxes		19,080		8.2	%		14,453	7.8	%		22,132		4.0	%		25,196	5.8	%
Net income	$	25,663		11.1	%	$	20,030	10.7	%	$	29,908		5.5	%	$	35,683	8.3	%
Net income available per common share
Basic	$	0.53				$	0.42			$	0.62				$	0.74
Diluted	$	0.51				$	0.40			$	0.60				$	0.71
Weighted average common shares outstanding
Basic		48,647					48,183				48,529					47,926
Diluted		49,934					50,085				49,908					49,929

NET REVENUES BY PRODUCT CATEGORY

	Quarter Ended 9/30/08		Quarter Ended 9/30/07		% Change		Nine Months Ended 9/30/08		Nine Months Ended 9/30/07		% Change
Men’s	$	131,956	$	112,950	16.8	%	$	279,105	$	242,429	15.1	%
Women’s		50,311		39,467	27.5	%		105,093		82,661	27.1	%
Youth		18,818		16,603	13.3	%		42,282		34,821	21.4	%
Total apparel		201,085		169,020	19.0	%		426,480		359,911	18.5	%
Footwear		13,065		2,158	505.4	%		75,629		34,086	121.9	%
Accessories		8,896		7,638	16.5	%		22,264		20,010	11.3	%
Total net sales		223,046		178,816	24.7	%		524,373		414,007	26.7	%
Licensing revenues		8,900		8,047	10.6	%		21,592		17,716	21.9	%
Total net revenues	$	231,946	$	186,863	24.1	%	$	545,965	$	431,723	26.5	%

Under Armour, Inc.

As of September 30, 2008, December 31, 2007 and September 30, 2007

(Unaudited; in thousands)

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of 9/30/08		As of 12/31/07		As of 9/30/07
Assets
Cash and cash equivalents	$	40,152	$	40,588	$	14,473
Accounts receivable, net		151,086		93,515		128,334
Inventories		163,612		166,082		151,760
Prepaid expenses, income taxes receivable and other current assets		19,571		11,642		13,967
Deferred income taxes		13,364		10,418		11,441
Total current assets		387,785		322,245		319,975
Property and equipment, net		70,645		52,332		47,624
Intangible assets, net		5,877		6,470		6,856
Deferred income taxes		6,703		8,173		8,447
Other non-current assets		3,876		1,393		1,368
Total assets	$	474,886	$	390,613	$	384,270
Liabilities and Stockholders’ Equity
Revolving credit facility	$	15,000	$	—	$	10,000
Accounts payable, income taxes payable and accrued expenses		106,704		91,123		105,576
Current maturities of long term debt		7,602		4,576		2,612
Deferred income taxes		418		—		—
Total current liabilities		129,724		95,699		118,188
Long term debt, net of current maturities		14,962		9,756		2,003
Other long term liabilities		10,425		4,673		3,300
Total liabilities		155,111		110,128		123,491
Total stockholders’ equity		319,775		280,485		260,779
Total liabilities and stockholders’ equity	$	474,886	$	390,613	$	384,270

EX-99.2

Exhibit 99.2

Under Armour: Third Quarter 2008 Earnings Call (Brad Dickerson)

Thanks, Kevin. I will now review key financial highlights for the third quarter and year-to-date, and then discuss our outlook for the full year.

As noted earlier, the third quarter marked another period of impressive growth for Under Armour. Our net revenues for the third quarter grew 24% over the prior year quarter. 70% of the dollar growth in the quarter came as a result of growth in our apparel business, which increased 19%. Women’s continued on its path of strong performance and was up 27% during the third quarter. Footwear revenues increased from $2.2 million in the third quarter of the prior year to $13.1 million and was mainly fueled by Performance Trainers, which were launched in the second quarter of 2008.

Third quarter gross margins were 51.0%, an increase of 40 basis points compared to the third quarter of 2007, which was impacted by reserves and allowances related to discontinued cleated footwear.

In the third quarter of 2008, SG&A expenses represented 31.0% of net revenues, a 150 basis point decrease from the 32.5% reported for the same period of the prior year. Marketing expense decreased from 11.5% of net revenues in the third quarter of last year to 10.7% this year and was a main driver of our SG&A leverage. Product innovation and supply chain costs as well as corporate services costs also leveraged in the quarter. A meaningful portion of this improvement was driven by lower personnel costs associated with these areas.

Operating income increased 37% during the third quarter to $46.5 million compared with $33.8 million in the prior year. Operating margin was up 190 basis points to 20.0% compared with 18.1% in the prior-year quarter. Again, this was driven by improvements both in gross margin and SG&A leverage.

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Net Other Expense was $1.7 million during the third quarter versus Net Other Income of $700 thousand in the same period of the prior year primarily due to foreign currency impact in the current quarter. Our effective income tax rate for the third quarter was 42.6% compared with 41.9% in the same period last year.

Our resulting net income increased 28% in the quarter to $25.7 million compared with $20.0 million last year. Third quarter diluted earnings per share was $0.51 compared with $0.40 in the prior year.

The top line results this quarter are indicative of the strong results we have achieved year-to-date. For the first nine months, our net revenues increased 26% to $546.0 million from $431.7 million in the prior year’s period. Year-to-date, our diluted earnings per share totaled $0.60 compared with $0.71 in the prior year. As we previously indicated, based on the seasonality of net revenues and the timing of marketing and other investments, we expected earnings to be more heavily weighted to the back half of 2008 relative to 2007.

Now a few moments on the balance sheet. Total cash and cash equivalents at the end of the quarter were $40.2 million compared with $14.5 million at September 30, 2007. Cash, net of debt, at the end of the current quarter was $2.6 million compared with net debt of $0.1 million at September 30, 2007. At the end of the third quarter, we had $15 million drawn on our revolving credit facility as compared with $10 million drawn at September 30, 2007. Currently, we have $25 million outstanding on our $100 million credit facility. At year-end, we continue to expect cash, net of debt, to remain relatively flat from our 2007 year-end balance.

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Net accounts receivable increased 18% on a year-over-year basis, which was below our net revenue growth for the quarter. In 2008 we continue to expect net accounts receivable to grow in line with top-line growth.

Inventory has been a major focus for the organization, and we are pleased to report that the third quarter marks another quarter of delivering on our inventory improvement goals. Inventory increased 8% on a year-over-year basis, which was well below our top line growth during the quarter. Inventory of $163.6 million at the end of the third quarter represented a decrease from the $183.9 million inventory balance reported at the end of June. With the efforts of our team and continued discipline around newly established processes, we continue to project inventory growth at a rate below our sales growth at year-end. We feel that our progress made with inventory improvement this year as well as plans for improved inventory turns in 2009 are key components to managing our business effectively during these economic times. In addition, greater inventory efficiency in 2009 will help our management of working capital.

Our investment in capital expenditures for the third quarter was approximately $10 million. Our full-year 2008 capital investments are now planned at approximately $44 million versus our previous range of $40 million to $42 million. The increase in our guidance for cap-ex is mainly being driven by a non-cash gross-up on our balance sheet for Footwear tooling & molding we own at our third-party manufacturers. This is a gross-up of the balance sheet and is not a change to our cash flow or how we pay for these items.

Finally, I would like to discuss our outlook for the balance of the year.

As a result of prior investment in our business and successful execution of our growth strategy, we have reported strong financial results to-date. Our connection with the consumer continues to be a major strength for the

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organization, and we remain committed to making the investments in our team, brand, and infrastructure to support identified opportunities for meaningful growth. However, based on the visibility we have into our business today as well as current economic conditions, we are revising our 2008 outlook for net revenues and income from operations.

We now anticipate 2008 full year net revenues of $750 million to $765 million, which represents 24% to 26% growth over 2007, compared with our previous range of $765 million to $775 million. This is primarily driven by slower growth assumptions for our apparel business. Men’s apparel is now expected to grow in the mid-teens for the full year, while Women’s and Youth are expected to grow in the low-20s.

Moving on to gross margin. We now anticipate full year gross margins to be approximately 49.5% versus our previous outlook of 50.0% based on the gross margins recorded this quarter. For the third quarter of 2008, our direct-to-consumer business was smaller as a percentage of net revenues than originally planned. This occurred as a result of order processing issues mostly impacting our web business. Those issues have since been resolved, and we have resumed high service levels for our web customers.

We believe we can offset some of this gross margin impact on our operating income line as we implement tighter cost management for the remainder of 2008.

Our revised 2008 full year income from operations outlook is now $97.5 million to $104.5 million, an increase of 13% to 21% over 2007, versus our previous range of $104.5 million to $105.5 million.

Based on our updated projected interest expense for the full year as well as year-to-date foreign currency impact through the end of the third quarter, we now estimate Net Other Expense to be approximately $3 million for the

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year. We had previously anticipated $1.4 million based on our original interest expense estimate as well as foreign currency exchange impact through the first half of 2008. Although we have hedged a portion of our foreign currency exchange risks, we remain exposed to some levels of currency risk going forward and as such, the volatility of foreign exchange rates will continue to impact our financial results.

For the full year we are now estimating an effective tax rate of approximately 42.7%, up from 41.0% in 2007. This increase in the full-year tax rate is mainly attributable to an increase in the state income tax rate for Maryland, our home-base state, from 7.0% to 8.25% beginning in January of 2008. Our weighted average diluted share count is estimated to be approximately 50.0 million shares versus our previous estimate of 50.5 million shares.

Delivering more than 20% top line growth in current times is an achievement and a testament to the critical investments we were willing to make in the past. We understand the challenges in the environment, and we will answer those challenges with greater discipline around the management of the business.

Due to the current climate and the resulting impact to our visibility, we plan to discuss specifics around 2009 outlook at our year-end call. Our growth this year and next will be driven by our diversified business strategy, which positions our company for solid growth. Our planning for 2009 will reflect the realities of the world today and opportunities for our Brand with prioritization of investments in the areas that will generate the greatest long-term value for our company and shareholders.

At this time, we would now like to open the call for your questions. We ask that you limit your questions to one or two per person, so we can get to as many of you as possible. Operator?

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Forward Looking Statements

Some of the statements contained in this script 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 script 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 forecast and manage our growth effectively; our ability to develop and launch effectively new or updated products; our ability to accurately forecast consumer demand for our products; changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to obtain the financing required to grow our business, particularly when credit and capital markets are unstable; 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; 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, integration 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 our ability to maintain effective internal controls. The forward-looking statements contained in this script reflect our views and assumptions only as of the date of this script. 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.

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