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): April 20, 2012

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 April 20, 2012, Under Armour, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2012. 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. ET on April 20, 2012 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 first quarter ended March 31, 2012.

Exhibit 99.2: Portion of conference call script for April 20, 2012 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: April 20, 2012	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: Tom Shaw, CFA Under Armour, Inc. Tel: 410.843.7676   Media: Diane Pelkey Under Armour, Inc. Tel: 410.246.5927

FOR IMMEDIATE RELEASE

UNDER ARMOUR REPORTS FIRST QUARTER NET REVENUES GROWTH OF 23% AND FIRST QUARTER EPS GROWTH OF 20%; RAISES FULL YEAR OUTLOOK

• First Quarter Net Revenues Increased 23% to $384 Million

• First Quarter Diluted EPS Increased 20% to $0.28 from $0.23

• Company Updates 2012 Net Revenues Outlook to a Range of $1.78 Billion to $1.80 Billion (+21% to +22%)

• Company Raises 2012 Operating Income Outlook to a Range of $203 Million to $205 Million (+25% to +26%)

Baltimore, MD (April 20, 2012) – Under Armour, Inc. (NYSE: UA) today announced financial results for the first quarter ended March 31, 2012. Net revenues increased 23% in the first quarter of 2012 to $384 million compared with net revenues of $313 million in the prior year’s period. Net income increased 21% in the first quarter of 2012 to $15 million compared with $12 million in the prior year’s period. Diluted earnings per share for the first quarter of 2012 were $0.28 on weighted average common shares outstanding of 52.9 million compared with $0.23 per share on weighted average common shares outstanding of 52.4 million in the prior year’s period.

First quarter apparel net revenues increased 23% to $283 million compared with $230 million in the same period of the prior year, driven by balanced performance across Men’s, Women’s, and Youth apparel businesses and introductions of innovative apparel products like ColdBlack and Armour Bra. Direct-to-Consumer net revenues, which represented 25% of total net revenues for the first quarter, grew 49% year-over-year. First quarter Footwear net revenues increased 24% to $64 million from $51 million in the prior year’s period, primarily driven by new 2012 running styles and strength in baseball cleats. First quarter accessories net revenues increased 26% to $30 million from $24 million in the prior year’s period.

Kevin Plank, Chairman, CEO, and President of Under Armour, Inc., stated, “First quarter results underscore that when we bring innovation and value to our product, we win with the consumer. Our ability to bring meaningful innovation to the athlete accelerated this past quarter. In addition

to introducing new technologies like ColdBlack and Armour Bra, we enhanced our fit profiles in key Women’s categories including bottoms and Charged Cotton, upgraded the fabrication and feel of our Tech Tee, and saw strong results with our $120 Charge RC running shoe. As we look at the rest of 2012, we will continue to emphasize innovation and design throughout our product spectrum, including a sharp focus on our baselayer and Footwear platforms.”

Gross margin for the first quarter of 2012 was 45.6% compared with 46.4% in the prior year’s quarter, primarily reflecting less favorable North American apparel and accessories product margins. Selling, general and administrative expenses as a percentage of net revenues were 39.2% in the first quarter of 2012 compared with 39.6% in the prior year’s period, largely reflecting leverage of marketing expenses. Marketing expenses for the first quarter of 2012 were 11.5% of net revenues compared with 13.3% in the prior year’s quarter, primarily driven by a strategic shift in spending to subsequent quarters. First quarter operating income grew 15% to $24 million compared with $21 million in the prior year’s period.

Balance Sheet Highlights

Cash and cash equivalents decreased 3% to $107 million at March 31, 2012 compared with $111 million at March 31, 2011. The Company had no borrowings outstanding under its $300 million revolving credit facility at March 31, 2012. Inventory at March 31, 2012 increased 30% to $324 million compared with $249 million at March 31, 2011. Long-term debt increased to $76 million at March 31, 2012 from $14 million at March 31, 2011, primarily driven by the acquisition of the Company’s corporate headquarters in July 2011.

Updated 2012 Outlook

The Company had previously anticipated 2012 net revenues growth at the low end of its 20% to 25% long-term growth target and 2012 operating income at the higher end of its 20% to 25% long-term growth target. Based on current visibility, the Company now expects 2012 net revenues in the range of $1.78 billion to $1.80 billion, representing growth of 21% to 22% over 2011. The Company also expects 2012 operating income in the range of $203 million to $205 million, representing growth of 25% to 26% over 2011. The Company continues to expect an effective tax rate of approximately 37.5% to 38.0% for the full year, compared to an effective tax rate of 38.2% for 2011. The Company continues to anticipate fully diluted weighted average shares outstanding of approximately 53.2 million to 53.4 million for 2012.

Mr. Plank concluded, “The first quarter represents our eighth consecutive quarter of revenue growth in excess of 20%. Just as importantly, we remain committed to driving bottom line performance and the team we have assembled is delivering through leadership, discipline, and process. I am excited that we recently augmented our team with key leaders in international, supply chain, and human resources. These valuable additions to our leadership team will be instrumental in reaching the long-term global potential of our Brand.”

Conference Call and Webcast

The Company will provide additional commentary regarding its first quarter results as well as its updated 2012 outlook during its earnings conference call today, April 20^th, at 8:30 a.m. ET. The call will be webcast live at http://investor.underarmour.com/events.cfm 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 fabrications are engineered in many different designs and styles for wear in nearly every climate to provide a performance alternative to traditional 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.ua.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: changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to effectively manage our growth and a more complex business; our ability to effectively develop and launch new, innovative and updated products; our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands; 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; fluctuations in the costs of our products; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries; 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; and our ability to attract and maintain the services of our senior management and key employees. 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.

For the Three Months Ended March 31, 2012 and 2011

(Unaudited; in thousands, except per share amounts)

CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended March 31,
	2012			% of Net Revenues			2011			% of Net Revenues
Net revenues	$	384,389			100.0	%	$	312,699			100.0	%
Cost of goods sold		209,185			54.4	%		167,648			53.6	%
Gross profit		175,204			45.6	%		145,051			46.4	%
Selling, general and administrative expenses		150,801			39.2	%		123,909			39.6	%
Income from operations		24,403			6.3	%		21,142			6.8	%
Interest expense, net		(1,355	)		(0.3	%)		(579	)		(0.2	%)
Other income (expense), net		82			0.0	%		(510	)		(0.2	%)
Income before income taxes		23,130			6.0	%		20,053			6.4	%
Provision for income taxes		8,469			2.2	%		7,914			2.5	%
Net income	$	14,661			3.8	%	$	12,139			3.9	%
Net income available per common share
Basic	$	0.28					$	0.24
Diluted	$	0.28					$	0.23
Weighted average common shares outstanding
Basic		51,923						51,444
Diluted		52,853						52,386

NET REVENUES BY PRODUCT CATEGORY

	Quarter Ended March 31,
	2012		2011		% Change
Apparel	$	283,331	$	230,484		22.9	%
Footwear		63,663		51,436		23.8	%
Accessories		29,635		23,537		25.9	%
Total net sales		376,629		305,457		23.3	%
Licensing revenues		7,760		7,242		7.2	%
Total net revenues	$	384,389	$	312,699		22.9	%

NET REVENUES BY GEOGRAPHIC SEGMENT

	Quarter Ended March 31,
	2012		2011		% Change
North America	$	362,521	$	296,077		22.4	%
Other foreign countries		21,868		16,622		31.6	%
Total net revenues	$	384,389	$	312,699		22.9	%

Under Armour, Inc.

As of March 31, 2012, December 31, 2011 and March 31, 2011

(Unaudited; in thousands)

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of 3/31/12		As of 12/31/11		As of 3/31/11
Assets
Cash and cash equivalents	$	107,052	$	175,384	$	110,844
Accounts receivable, net		196,411		134,043		163,385
Inventories		324,354		324,409		248,614
Prepaid expenses and other current assets		47,121		39,643		19,298
Deferred income taxes		19,164		16,184		15,963
Total current assets		694,102		689,663		558,104
Property and equipment, net		158,482		159,135		80,298
Intangible assets, net		4,648		5,535		3,982
Deferred income taxes		15,461		15,885		21,041
Other long term assets		47,544		48,992		28,285
Total assets	$	920,237	$	919,210	$	691,710
Liabilities and Stockholders’ Equity
Accounts payable	$	95,844	$	100,527	$	88,678
Accrued expenses		40,970		69,285		38,473
Current maturities of long term debt		43,330		6,882		5,984
Other current liabilities		2,550		6,913		2,921
Total current liabilities		182,694		183,607		136,056
Long term debt, net of current maturities		32,451		70,842		7,660
Other long term liabilities		31,004		28,329		22,819
Total liabilities		246,149		282,778		166,535
Total stockholders’ equity		674,088		636,432		525,175
Total liabilities and stockholders’ equity	$	920,237	$	919,210	$	691,710

Under Armour, Inc.

For the Three Months Ended March 31, 2012 and 2011

(Unaudited; in thousands)

	Three Months Ended 3/31/12			Three Months Ended 3/31/11
Cash flows from operating activities
Net income	$	14,661		$	12,139
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization		10,591			8,613
Unrealized foreign currency exchange rate gains		(1,686	)		(1,922	)
Stock-based compensation		6,418			3,315
Loss on disposal of property and equipment		390			2
Deferred income taxes		(1,837	)		63
Changes in reserves		(1,917	)		(2,766	)
Changes in operating assets and liabilities:
Accounts receivable		(60,391	)		(56,566	)
Inventories		1,552			(33,379	)
Prepaid expenses and other assets		4,538			(1,860	)
Accounts payable		(6,052	)		3,563
Accrued expenses and other liabilities		(26,041	)		(15,681	)
Income taxes payable and receivable		(13,274	)		(1,018	)
Net cash used in operating activities		(73,048	)		(85,497	)
Cash flows from investing activities
Purchase of property and equipment		(8,839	)		(10,846	)
Purchase of other assets		—			(1,153	)
Purchase of long term investment		—			(3,852	)
Change in restricted cash		(198	)		—
Net cash used in investing activities		(9,037	)		(15,851	)
Cash flows from financing activities
Payments on long term debt		(1,943	)		(2,298	)
Excess tax benefits from stock-based compensation arrangements		9,500			5,337
Payments of deferred financing costs		—			(1,562	)
Proceeds from exercise of stock options and other stock issuances		6,868			6,826
Net cash provided by financing activities		14,425			8,303
Effect of exchange rate changes on cash and cash equivalents		(672	)		19
Net decrease in cash and cash equivalents		(68,332	)		(93,026	)
Cash and cash equivalents
Beginning of period		175,384			203,870
End of period	$	107,052		$	110,844

EX-99.2

Exhibit 99.2

Under Armour: First Quarter 2012 Earnings Call, April 20, 2012 (Brad Dickerson)

Thanks, Kevin. I would now like to spend some time discussing our first quarter financial results followed by our updated 2012 outlook.

Our net revenues for the first quarter of 2012 increased 23% to $384 million. Apparel grew 23% to $283 million during the quarter and we experienced relatively balanced growth across our Men’s, Women’s, and Youth categories. New product and innovation was well received including the re-invented Tech Tee, ColdBlack apparel, our Women’s Studio line, and Armour Bra.

Our Direct-to-Consumer net revenues increased 49% for the quarter, representing approximately 25% of net revenues compared to 20% in the prior year period. In our Retail business, we opened four new Factory House stores during the first quarter, increasing our Factory House store base to 84, up 33% from 63 locations at the end of the first quarter in 2011. On the Ecommerce side, we completed our first full quarter with our new platform and we will continue to add efficiency and functionality to the site throughout 2012.

Footwear net revenues during the first quarter increased 24% to $64 million from $51 million in the prior year, representing nearly 17% of net revenues. Growth during the period was driven by new introductions in running footwear, including the Split 2 and Charge RC, as well as strong performance with our baseball cleats.

As we have now fully lapped last year’s transition of our hats and bags business in-house, our Accessories net revenues during the first quarter increased 26% to $30 million from $24 million in the prior year period.

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International net revenues increased 32% to $22 million in the first quarter and represented approximately 6% of total net revenues.

Now looking at margins. First quarter gross margins contracted 80 basis points to 45.6% compared with 46.4% in the prior year’s quarter. While we had some small puts and takes during the quarter, the primary factor driving results was higher input costs in our North American apparel and accessories businesses, which negatively impacted margins by approximately 100 basis points.

Selling, general and administrative expenses as a percentage of net revenues leveraged 40 basis points to 39.2% in the first quarter of 2012 from 39.6% in the prior year’s period. Details around our four SG&A buckets are as follows:

• First, Marketing costs declined to 11.5% of net revenues for the quarter from 13.3% in the prior year period. Expense leverage during the period was a function of strategic decisions to move certain media costs later in the year. I’ll provide more details on full year marketing timing shortly.

• Second, Selling costs increased to 9.8% of net revenues for the quarter from 8.9% in the prior year period, primarily driven by the continued expansion of our Factory House stores and Ecommerce platform.

• Third, Product Innovation and Supply Chain costs increased to 9.8% of net revenues for the quarter from 9.3% in the prior year period, primarily reflecting higher expenses related to our distribution facilities and accelerated spending around innovation.

• Finally, Corporate Services remained unchanged from last year at 8.1% of net revenues.

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Operating income during the first quarter grew 15% to $24 million compared with $21 million in the prior year period. Operating margin contracted 50 basis points during the quarter to 6.3%.

Below the operating line, net other expenses increased to $1.3 million in the first quarter from $1.1 million in the prior year’s period, as a result of the debt assumed for our acquisition of our corporate headquarters.

Our first quarter tax rate of 36.6% was favorable to the 39.5% rate in last year’s period, as we received a state tax credit during the quarter, benefitting our tax rate by 170 basis points.

Our resulting net income in the first quarter increased 21% to $15 million compared with $12 million in the prior year period. First quarter diluted earnings per share increased 20% to $0.28 compared with $0.23 in the prior year period.

Now switching over to the balance sheet. Total cash and cash equivalents at quarter-end decreased 3% to $107 million compared with $111 million at March 31, 2011. We had no borrowings outstanding on our $300 million revolving credit facility at quarter-end. Long-term debt increased to $76 million at quarter-end from $14 million at March 31, 2011, reflecting the acquisition of our corporate headquarters.

Inventory at quarter-end increased 30% year-over-year to $324 million compared to $249 million at March 31, 2011. A portion of this growth in inventory dollars is being driven by higher costs per unit, as the growth rate in inventory units approximated our net revenues growth rate during the quarter.

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Our investment in operating capital expenditures was approximately $9 million for the first quarter. We continue to plan for 2012 operating capital expenditures in the range of $60 to $65 million.

Now moving onto our updated outlook for 2012. Our prior outlook called for 2012 net revenues growth at the low end of our 20% to 25% long-term growth target and operating income growth at the higher end of our 20% to 25% long-term growth target.

Based on our current visibility, we are updating our net revenues outlook to a range of $1.78 to $1.80 billion, representing growth of 21% to 22%. Also, we are raising our operating income outlook to a range of $203 to $205 million, representing growth of 25% to 26%.

With this updated outlook, I would like to provide additional color on several items for the year.

First on gross margins. We continue to see first half margins primarily impacted by higher product costs, offset in the second half by our continued efforts to rationalize our SKU base, add discipline and processes to our planning functions, and enhance our sourcing capabilities. We continue to expect our full year gross margins to remain relatively flat with year ago levels.

Switching to SG&A, we continue to see the opportunity for moderate leverage while we sustain investments for our future growth. We now have better visibility on the timing of some of these investments and how they will impact the remaining quarters in 2012.

In Marketing, we are planning a greater weighting of our annual spend, primarily related to media and production costs, to shift to the second and third quarters to better align and support our Brand stories. We now see approximately 100 basis points of Marketing deleverage year-over year in the second quarter and approximately 200 basis points of Marketing deleverage year-over-year in the third quarter. For the full year, we continue to expect a similar Marketing spend rate as in 2011.

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Across our other three SG&A buckets – Selling, Product Innovation and Supply Chain, and Corporate Services – we generally see sequential decelerations in year-over-year growth rates throughout the year. This deceleration largely reflects the lapping of incremental investments incurred during 2011 in areas such as Ecommerce, where we re-launched the site last November, and sourcing and planning, where we enhanced our organizational structures.

In aggregate, we continue to see moderate SG&A leverage as the driver of higher operating margins implied in our updated outlook.

Below operating results, we reiterate our prior outlook including:

• higher year-over-year interest expense given a full year of the additional long-term debt for our headquarters acquisition;

• a full year effective tax rate of 37.5% to 38.0%; and

• fully diluted weighted average shares outstanding in the range of 53.2 to 53.4 million.

Before opening up to Q&A, we would also like to reiterate our confidence in our inventory trajectory throughout 2012. While we expect the second quarter inventory growth rate to look similar to the first quarter growth rate, we anticipate the inventory growth rate will come in below the net revenues growth rate starting in the third quarter. Our team continues to make great progress with our three-pronged approach of reducing our SKU count 20% by the end of the year, building discipline and collaboration in our Forecasting and Planning processes, and strengthening our global supply chain.

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

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: changes in general economic or market conditions that could affect consumer spending and the financial health of our retail customers; our ability to effectively manage our growth and a more complex business; our ability to effectively develop and launch new, innovative and updated products; our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands; 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; fluctuations in the costs of our products; loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner; our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries; 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; and our ability to attract and maintain the services of our senior management and key employees. 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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