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Under Armour, Inc.
(NYSE:UA) > Public Company Profile

Company Overview Company Type: Public Company Website: www.uabiz.com Number of Employees: 3,600 Ticker: UA (NYSE) Year Founded: 1996
Business Description Under Armour, Inc. engages in the design, development, marketing, and distribution of apparel, footwear, and accessories for men, women, and youth worldwide. The company offers its apparel in three fit types: compression, fitted, and loose that are designed to be worn in hot, cold, and changing temperatures. Its footwear products include football, baseball, lacrosse, softball and soccer cleats, as well as slides, performance training footwear, running footwear, basketball footwear, and hunting boots for athletes. The companys accessories comprise baseball batting, football, golf, and running gloves; and licensees offer socks, team uniforms, baby and kids apparel, eyewear, and custom-molded mouth guards, as well as hats and bags. Under Armour, Inc. sells its products primarily under the UA and UNDER ARMOUR brands through wholesale channels, which include independent and specialty retailers, institutional athletic departments, leagues and teams, national and regional sporting goods chains, and department store chains; independent distributors; and directly to consumers through its own specialty and factory house stores, and Website. The company was founded in 1996 and is headquartered in Baltimore, Maryland.
Primary Industry Classification Apparel, Accessories and Luxury Goods
Primary Office Location 1020 Hull Street | Baltimore, MD | 21230 | United States Phone: 410-454-6428 Fax: 410-468-2516 Current and Pending Investors Franklin Advisers, Inc., T. Rowe Price Associates, Inc. Prior Investors Rosewood Capital, Rosewood Capital IV, L.P. Stock Quote and Chart (Currency: USD) Last (Delayed) Open Previous Close Change on Day Change % on Day Day High/Low 52 wk High/Low Volume (mm) Beta 5Y 48.50 Market Cap (mm) 47.42 Shares Out. (mm) 47.53 Float % 0.97 Shares Sold Short (mm) 2.0% Dividend Yield % 48.62/ 47.26 Diluted EPS Excl. Extra Items 60.96/ 44.00 P/Diluted EPS Before Extra 0.80 Avg 3M Dly Vlm (mm) 1.53 4,979.7 104.8 75.6% 13.9 1.21 39.27x 1.88
Delayed Quote** | Last Updated on Feb-27-2013 02:40 PM (GMT-5) Financial Information (Currency: USD, in mm) Total Revenue Date Created: Feb-27-2013 1,834.9 Market Capitalization
NYSE:UA - Common Stock
4,979.7 TEV/Total Revenue
2.6x Page 1 of 3
Under Armour, Inc. (NYSE:UA) > Public Company Profile

EBITDA EBIT Net Income 251.8 Total Enterprise Value 208.7 Cash & ST Invst. 128.8 Total Debt 4,699.8 TEV/EBITDA 341.8 P/Diluted EPS Before Extra 61.9 Price/Tang BV 18.7x 39.3x 6.1x 0.2x
Capital Expenditure (50.7) Total Assets 1,157.1 Total Debt/EBITDA Currency in USD in mm, LTM as of Dec-31-2012 TEV and Market Cap are calculated using a close price as of Feb-26-2013
Index Membership S&P MidCap 400 Index;Russell 1000 Index;Russell 3000 Index;S&P Midcap 400 Sector Indices - Consumer Discretionary Sector Index;S&P 1000 Index
Company Notes No Company Notes exist.
Strategy Notes No Strategy Notes exist. Key Professionals Name Plank, Kevin A. Dickerson, Brad Fulks, Kip J. Adams, Byron K. Fremar, Leanne Hardy, James H. Mirchin, Matthew C. Peake, Adam Stafford, Henry B. Shaw, Thomas D. Stanton, John P. Knowles, Frederick C. Key Board Members Name Plank, Kevin A. Adams, Byron K. Krongard, Alvin B. McDermott, William R. Sanders, Harvey L. Coltharp, Douglas E. Deering, Anthony W. Olson, Eric T. Piper, Brenda Sippel, Thomas J. Title Founder, Chairman of the Board, Chief Executive Officer and President Chief Performance Officer and Independent Director Lead Director and Chairman of Audit Committee Director and Chairman of Corporate Governance Committee Director and Chairman of Compensation Committee Director, Member of Audit Committee and Member of Corporate Governance Committee Director, Member of Audit Committee and Member of Compensation Committee Director and Member of Corporate Governance Committee Director and Member of Compensation Committee Director Title Founder, Chairman of the Board, Chief Executive Officer and President Chief Financial Officer and Principal Accounting Officer Chief Operating officer Chief Performance Officer and Independent Director Senior Vice President and Executive Creative Director for Women's Chief Supply Chain Officer Senior Vice President of Global Brand & Sports Marketing Senior Vice President of U.S. Sales Senior Vice President of Apparel, Outdoor & Accessories Director of Investor Relations Vice President of Corporate Governance & Compliance and Secretary Senior Vice President of Human Resources
Current and Pending Subsidiaries / Investments UA Combine Training Center, LLC, UA Locust Point Holdings, LLC, UA Locust Point, LLC, Under Armour Holdings, Inc., Under Armour Retail, Inc. Competitors Date Created: Feb-27-2013 Page 2 of 3

Abercrombie & Fitch Co. (NYSE:ANF), Adidas AG (DB:ADS), Aropostale, Inc. (NYSE:ARO), American Eagle Outfitters, Inc. (NYSE:AEO), ANN INC (NYSE:ANN), Carter's, Inc. (NYSE:CRI), Chico's FAS Inc. (NYSE:CHS), Coach, Inc. (NYSE:COH), Easton-Bell Sports, Inc., Fifth & Pacific Companies, Inc. (NYSE:FNP), Fossil, Inc. (NasdaqGS:FOSL), Gap Inc. (NYSE:GPS), Gildan Activewear Inc. (TSX:GIL), Guess? Inc. (NYSE:GES), Hanesbrands Inc. (NYSE:HBI), Iconix Brand Group, Inc. (NasdaqGS:ICON), J. Crew Group, Inc., Limited Brands, Inc. (NYSE:LTD), Lululemon Athletica Inc. (NasdaqGS:LULU), Maidenform Brands, Inc. (NYSE:MFB), Movado Group, Inc. (NYSE:MOV), New York & Company Inc. (NYSE:NWY), Nike Inc. (NYSE:NKE), Oxford Industries Inc. (NYSE:OXM), Perry Ellis International Inc. (NasdaqGS:PERY), PUMA SE (DB:PUM), PVH Corp. (NYSE:PVH), Quiksilver Inc. (NYSE:ZQK), Ralph Lauren Corporation (NYSE:RL), Reebok International, Ltd., Russell Brands, LLC, The Gymboree Corporation, The Talbots Inc., True Religion Apparel Inc. (NasdaqGS:TRLG), Urban Outfitters Inc. (NasdaqGS:URBN), V.F. Corporation (NYSE:VFC), VOLCOM, Inc., Warnaco Group Inc. Products Apparel, Bags, Baseball Batting Gloves, Baseball Caps, Baseball Footwear, Basketball Footwear, Eyewear, Football Footwear, Football Gloves, Golf Gloves, Hats, Hunting Boots, Knit Caps, Lacrosse Footwear, Performance Training Footwear, Running Footwear, Running Gloves, Sales of Custom-molded Mouth Guards, Sales of Socks, Sales of Team Uniforms, Slides, Soccer Cleats, Softball Footwear, UA RUN, Visors, Watches, Wristbands
Estimates Snapshot (Current Fiscal Year End: Dec-31-2013 | Currency: USD) Periodic Estimates EPS Normalized Revenue (mm) EBITDA (mm) Forward Multiples (Current FY) Price/Earnings TEV/REV TEV/EBITDA PEG Non-Periodic Estimates Recommendation Target Price Potential Upside LT Growth (%) Estimate data provided by Outperform (2.46) 56.07 17.96% 22.07% 32.73x 2.11x 15.05x 1.48x Current FQ 0.04 467.53 19.46 Current FQ+1 0.16 450.47 41.72 Current FY 1.45 2,229.73 312.18 Current FY+1 1.82 2,667.63 386.86 NTM 1.45 2,229.73 312.18
Financial data provided by Historical Equity Pricing Data supplied by **Intraday Quotes are delayed by at least 20 minutes.
Date Created: Feb-27-2013
Page 3 of 3

Company Overview Company Type: Public Company Website: www.uabiz.com Number of Employees: 3,600 Ticker: UA (NYSE) Year Founded: 1996
Business Description Under Armour, Inc. engages in the design, development, marketing, and distribution of apparel, footwear, and accessories for men, women, and youth worldwide. The company offers its apparel in three fit types: compression, fitted, and loose that are designed to be worn in hot, cold, and changing temperatures. Its footwear products include football, baseball, lacrosse, softball and soccer cleats, as well as slides, performance training footwear, running footwear, basketball footwear, and hunting boots for athletes. The companys accessories comprise baseball batting, football, golf, and running gloves; and licensees offer socks, team uniforms, baby and kids apparel, eyewear, and custom-molded mouth guards, as well as hats and bags. Under Armour, Inc. sells its products primarily under the UA and UNDER ARMOUR brands through wholesale channels, which include independent and specialty retailers, institutional athletic departments, leagues and teams, national and regional sporting goods chains, and department store chains; independent distributors; and directly to consumers through its own specialty and factory house stores, and Website. The company was founded in 1996 and is headquartered in Baltimore, Maryland.
Primary Industry Classification Apparel, Accessories and Luxury Goods
Primary Office Location 1020 Hull Street | Baltimore, MD | 21230 | United States Phone: 410-454-6428 Fax: 410-468-2516 Current and Pending Investors Franklin Advisers, Inc., T. Rowe Price Associates, Inc. Prior Investors Rosewood Capital, Rosewood Capital IV, L.P. Stock Quote and Chart (Currency: USD) Last (Delayed) Open Previous Close Change on Day Change % on Day Day High/Low 52 wk High/Low Volume (mm) Beta 5Y 48.50 Market Cap (mm) 47.42 Shares Out. (mm) 47.53 Float % 0.97 Shares Sold Short (mm) 2.0% Dividend Yield % 48.62/ 47.26 Diluted EPS Excl. Extra Items 60.96/ 44.00 P/Diluted EPS Before Extra 0.80 Avg 3M Dly Vlm (mm) 1.53 4,979.7 104.8 75.6% 13.9 1.21 39.27x 1.88
Delayed Quote** | Last Updated on Feb-27-2013 02:40 PM (GMT-5) Financial Information (Currency: USD, in mm) Total Revenue Date Created: Feb-27-2013 1,834.9 Market Capitalization
NYSE:UA - Common Stock
4,979.7 TEV/Total Revenue
2.6x Page 1 of 3

EBITDA EBIT Net Income 251.8 Total Enterprise Value 208.7 Cash & ST Invst. 128.8 Total Debt 4,699.8 TEV/EBITDA 341.8 P/Diluted EPS Before Extra 61.9 Price/Tang BV 18.7x 39.3x 6.1x 0.2x
Capital Expenditure (50.7) Total Assets 1,157.1 Total Debt/EBITDA Currency in USD in mm, LTM as of Dec-31-2012 TEV and Market Cap are calculated using a close price as of Feb-26-2013
Index Membership S&P MidCap 400 Index;Russell 1000 Index;Russell 3000 Index;S&P Midcap 400 Sector Indices - Consumer Discretionary Sector Index;S&P 1000 Index
Company Notes No Company Notes exist.
Strategy Notes No Strategy Notes exist. Key Professionals Name Plank, Kevin A. Dickerson, Brad Fulks, Kip J. Adams, Byron K. Fremar, Leanne Hardy, James H. Mirchin, Matthew C. Peake, Adam Stafford, Henry B. Shaw, Thomas D. Stanton, John P. Knowles, Frederick C. Key Board Members Name Plank, Kevin A. Adams, Byron K. Krongard, Alvin B. McDermott, William R. Sanders, Harvey L. Coltharp, Douglas E. Deering, Anthony W. Olson, Eric T. Piper, Brenda Sippel, Thomas J. Title Founder, Chairman of the Board, Chief Executive Officer and President Chief Performance Officer and Independent Director Lead Director and Chairman of Audit Committee Director and Chairman of Corporate Governance Committee Director and Chairman of Compensation Committee Director, Member of Audit Committee and Member of Corporate Governance Committee Director, Member of Audit Committee and Member of Compensation Committee Director and Member of Corporate Governance Committee Director and Member of Compensation Committee Director Title Founder, Chairman of the Board, Chief Executive Officer and President Chief Financial Officer and Principal Accounting Officer Chief Operating officer Chief Performance Officer and Independent Director Senior Vice President and Executive Creative Director for Women's Chief Supply Chain Officer Senior Vice President of Global Brand & Sports Marketing Senior Vice President of U.S. Sales Senior Vice President of Apparel, Outdoor & Accessories Director of Investor Relations Vice President of Corporate Governance & Compliance and Secretary Senior Vice President of Human Resources
Current and Pending Subsidiaries / Investments UA Combine Training Center, LLC, UA Locust Point Holdings, LLC, UA Locust Point, LLC, Under Armour Holdings, Inc., Under Armour Retail, Inc. Competitors Date Created: Feb-27-2013 Page 2 of 3

Abercrombie & Fitch Co. (NYSE:ANF), Adidas AG (DB:ADS), Aropostale, Inc. (NYSE:ARO), American Eagle Outfitters, Inc. (NYSE:AEO), ANN INC (NYSE:ANN), Carter's, Inc. (NYSE:CRI), Chico's FAS Inc. (NYSE:CHS), Coach, Inc. (NYSE:COH), Easton-Bell Sports, Inc., Fifth & Pacific Companies, Inc. (NYSE:FNP), Fossil, Inc. (NasdaqGS:FOSL), Gap Inc. (NYSE:GPS), Gildan Activewear Inc. (TSX:GIL), Guess? Inc. (NYSE:GES), Hanesbrands Inc. (NYSE:HBI), Iconix Brand Group, Inc. (NasdaqGS:ICON), J. Crew Group, Inc., Limited Brands, Inc. (NYSE:LTD), Lululemon Athletica Inc. (NasdaqGS:LULU), Maidenform Brands, Inc. (NYSE:MFB), Movado Group, Inc. (NYSE:MOV), New York & Company Inc. (NYSE:NWY), Nike Inc. (NYSE:NKE), Oxford Industries Inc. (NYSE:OXM), Perry Ellis International Inc. (NasdaqGS:PERY), PUMA SE (DB:PUM), PVH Corp. (NYSE:PVH), Quiksilver Inc. (NYSE:ZQK), Ralph Lauren Corporation (NYSE:RL), Reebok International, Ltd., Russell Brands, LLC, The Gymboree Corporation, The Talbots Inc., True Religion Apparel Inc. (NasdaqGS:TRLG), Urban Outfitters Inc. (NasdaqGS:URBN), V.F. Corporation (NYSE:VFC), VOLCOM, Inc., Warnaco Group Inc. Products Apparel, Bags, Baseball Batting Gloves, Baseball Caps, Baseball Footwear, Basketball Footwear, Eyewear, Football Footwear, Football Gloves, Golf Gloves, Hats, Hunting Boots, Knit Caps, Lacrosse Footwear, Performance Training Footwear, Running Footwear, Running Gloves, Sales of Custom-molded Mouth Guards, Sales of Socks, Sales of Team Uniforms, Slides, Soccer Cleats, Softball Footwear, UA RUN, Visors, Watches, Wristbands
Estimates Snapshot (Current Fiscal Year End: Dec-31-2013 | Currency: USD) Periodic Estimates EPS Normalized Revenue (mm) EBITDA (mm) Forward Multiples (Current FY) Price/Earnings TEV/REV TEV/EBITDA PEG Non-Periodic Estimates Recommendation Target Price Potential Upside LT Growth (%) Estimate data provided by Outperform (2.46) 56.07 17.96% 22.07% 32.73x 2.11x 15.05x 1.48x Current FQ 0.04 467.53 19.46 Current FQ+1 0.16 450.47 41.72 Current FY 1.45 2,229.73 312.18 Current FY+1 1.82 2,667.63 386.86 NTM 1.45 2,229.73 312.18
Financial data provided by Historical Equity Pricing Data supplied by **Intraday Quotes are delayed by at least 20 minutes.
Page 3 of 3
Under Armour, Inc. (NYSE:UA)

Company Status Operating Website www.uabiz.com Primary Industry Apparel, Accessories and Luxury Goods Number of Employees 3,600 Year Founded 1996 Primary Office Location 1020 Hull Street Baltimore, Maryland 21230 United States Main Phone: 410-454-6428 Main Fax: 410-468-2516
For the Fiscal Period Ending 12 months Dec-312010 USD 1,063.9 24.2% 530.5 49.9% 143.7 13.5% 112.4 10.6% 68.5 6.4% 68.5 6.4% 0.67 45.7% 12 months Dec-312011 USD 1,472.7 38.4% 712.8 48.4% 199.1 13.5% 162.8 11.1% 96.9 6.6% 96.9 6.6% 0.93 38.1% Release 12 months Dec-312012 USD 1,834.9 24.6% 879.3 47.9% 251.8 13.7% 208.7 11.4% 128.8 7.0% 128.8 7.0% 1.21 30.8% 1.45 20.00% 1.82 25.38% 2.31 27.12% 312.2 14.0% 386.9 14.5% 477.7 14.9% 12 months Dec-312013 USD 2,229.7 21.52% 12 months Dec-312014 USD 2,667.6 19.64% 12 months Dec-312015 USD 3,206.6 20.20%
Currency Total Revenue Growth Over Prior Year Gross Profit Margin % EBITDA Margin % EBIT Margin % Earnings from Cont. Ops. Margin % Net Income Margin % Diluted EPS Excl. Extra Items Growth Over Prior Year
Business Description / Color Notes

Under Armour, Inc. engages in the design, development, marketing, and distribution of apparel, footwear, and accessories for men, women, and youth worldwide. The company offers its apparel in three fit types: compression, fitted, and loose that are designed to be worn in hot, cold, and changing temperatures. Its footwear products include football, baseball, lacrosse, softball and soccer cleats, as well as slides, performance training footwear, running footwear, basketball footwear, and hunting boots for athletes. The companys accessories comprise baseball batting, football, golf, and running gloves; and licensees offer socks, team uniforms, baby and kids apparel, eyewear, and custom-molded mouth guards, as well as hats and bags. Under Armour, Inc. sells its products primarily under the UA and UNDER ARMOUR brands through wholesale channels, which include independent and specialty retailers, institutional athletic departments, leagues and teams, national and regional sporting goods chains, and department store chains; independent distributors; and directly to consumers through its own specialty and factory house stores, and Website. The company was founded in 1996 and is headquartered in Baltimore, Maryland.
Current Capitalization
Share Price Shares Out. Market Capitalization Class A Common Stock Shares Out * Class A Common Stock Share Price = Class A Common Stock Market Capitalization + Class B Common Stock Shares Out * Class B Common Stock Share Price = Class B Common Stock Market Capitalization - Cash & Short Term Investments + Total Debt + Pref. Equity + Total Minority Interest __________ 4,699.8 816.9 $ 47.53 104.8 4,979.7 83.8 47.5 3,981.6 21.0 47.5 998.1 341.8 61.9
Key Financials
In Millions of USD, except per share items. Press
= Total Enterprise Value (TEV) Book Value of Common Equity + Pref. Equity
Page 1 of 16

+ Total Minority Interest + Total Debt = Total Capital 61.9 __________ 878.8
Public Ownership Summary

Type Institutions Individuals/Insiders Public and Other Total Common Stock Equivalent Held 79,865,782 25,602,717 0 104,769,813 % of Total Shares Outstanding 76.23 24.44 100.67 Market Value (USD in mm) 3,796.0 1,216.9 4,979.7
Valuation Multiples based on Current Capitalization

12 months Dec-312011 3.2x 23.6x 28.9x 51.4x 7.7x 7.8x Press Release 12 months Dec-312012 2.6x 18.7x 22.5x 39.3x 6.1x 6.1x 32.7x 26.1x 20.5x 12 months Dec-312013 2.1x 15.1x 12 months Dec-312014 1.8x 12.1x 12 months Dec-312015 1.5x 9.8x
For the Fiscal Period Ending TEV/Total Revenue TEV/EBITDA TEV/EBIT P/Diluted EPS Before Extra P/BV Price/Tang BV
Top 25 Holders
Holder Plank, Kevin A. Fidelity Investments BlackRock, Inc. (NYSE:BLK) Waddell & Reed Investment Management Co. Baron Capital Group Inc Plank, J. Scott The Vanguard Group, Inc. Citadel LLC Wells Capital Management Incorporated State Street Global Advisors, Inc. Franklin Resources Inc. (NYSE:BEN) Artisan Partners Limited Partnership Invesco Ltd. (NYSE:IVZ) T. Rowe Price Group, Inc. (NasdaqGS:TROW) BNY Mellon Asset Management William Blair Investment Management Scopus Asset Management, L.P. Rainier Investment Management, Inc. Northern Trust Global Investments Geneva Capital Management Limited State of New Jersey Common Pension Fund American Century Investment Management Inc. Morgan Stanley, Investment Banking and Brokerage Investments IronBridge Capital Management, L.P. OppenheimerFunds, Inc. Common Stock Equivalent Held 21,300,200 11,647,545 6,818,584 6,661,926 3,773,617 3,626,792 3,609,675 3,259,755 3,083,584 2,435,652 2,035,328 1,776,200 1,720,604 1,588,380 1,496,414 1,066,506 950,000 870,450 808,485 801,298 790,000 773,286 708,318 700,759 644,670 % of CSO 20.330 11.117 6.508 6.359 3.602 3.462 3.445 3.111 2.943 2.325 1.943 1.695 1.642 1.516 1.428 1.018 0.907 0.831 0.772 0.765 0.754 0.738 0.676 0.669 0.615 Market Value (USD in mm) 1,012.4 553.6 324.1 316.6 179.4 172.4 171.6 154.9 146.6 115.8 96.7 84.4 81.8 75.5 71.1 50.7 45.2 41.4 38.4 38.1 37.5 36.8 33.7 33.3 30.6
Page 2 of 16

Top 25 Holders (Individuals/Insiders)
All Others Total 22,520,471 105,468,499 21.495 100.667 1,070.4 5,012.9 Holder Position Founder, Chairman of the Board, Chief Executive Officer and President Former Executive Vice President of Business Development Director and Chairman of Compensation Committee Chief Performance Officer and Independent Director Chief Operating officer Director, Member of Audit Committee and Member of Corporate Governance Committee Lead Director and Chairman of Audit Committee Senior Vice President of Apparel, Outdoor & Accessories President of International Director, Member of Audit Committee and Member of Compensation Committee Director and Chairman of Corporate Governance Committee Director Former Senior Vice President of Footwear Former Vice President and General Manager of Global E-Commerce Senior Vice President of U.S. Sales Senior Vice President of Global Brand & Sports Marketing Director and Member of Compensation Committee Director and Member of Corporate Governance Committee Common Stock Equivalent Held 21,300,200 3,626,792 112,630 104,064 90,200 Market Value (USD in mm) 1,012.4 172.4 5.4 4.9 4.3
% of CSO 20.330 3.462 0.108 0.099 0.086
Top 25 Holders (Institutions)

Holder Fidelity Investments BlackRock, Inc. (NYSE:BLK) Waddell & Reed Investment Management Co. Baron Capital Group Inc The Vanguard Group, Inc. Citadel LLC Wells Capital Management Incorporated State Street Global Advisors, Inc. Franklin Resources Inc. (NYSE:BEN) Artisan Partners Limited Partnership Invesco Ltd. (NYSE:IVZ) T. Rowe Price Group, Inc. (NasdaqGS:TROW) BNY Mellon Asset Management William Blair Investment Management Scopus Asset Management, L.P. Rainier Investment Management, Inc. Northern Trust Global Investments Geneva Capital Management Limited State of New Jersey Common Pension Fund American Century Investment Management Inc. Morgan Stanley, Investment Banking and Brokerage Investments IronBridge Capital Management, L.P. OppenheimerFunds, Inc. Nationwide Fund Advisors Merrill Lynch & Co. Inc., Asset Management Arm All Others Total Common Stock Equivalent Held 11,647,545 6,818,584 6,661,926 3,773,617 3,609,675 3,259,755 3,083,584 2,435,652 2,035,328 1,776,200 1,720,604 1,588,380 1,496,414 1,066,506 950,000 870,450 808,485 801,298 790,000 773,286 708,318 700,759 644,670 638,907 634,554 20,571,285 79,865,782 % of CSO 11.117 6.508 6.359 3.602 3.445 3.111 2.943 2.325 1.943 1.695 1.642 1.516 1.428 1.018 0.907 0.831 0.772 0.765 0.754 0.738 0.676 0.669 0.615 0.610 0.606 19.635 76.230 Market Value (USD in mm) 553.6 324.1 316.6 179.4 171.6 154.9 146.6 115.8 96.7 84.4 81.8 75.5 71.1 50.7 45.2 41.4 38.4 38.1 37.5 36.8 33.7 33.3 30.6 30.4 30.2 977.8 3,796.0
Plank, Kevin A. Plank, J. Scott Sanders, Harvey L. Adams Jr., Byron K. Fulks, Kip J.
Coltharp, Douglas E. Krongard J.D., Alvin B. Stafford, Henry B. Maurath, Karl-Heinz
64,707 61,731 53,760 50,000
0.062 0.059 0.051 0.048
3.1 2.9 2.6 2.4
Deering, Anthony W. McDermott, William R. Sippel, Thomas J. McCarthy, Eugene R. Rogers, John S. Peake, Adam Mirchin, Matthew C. Piper, Brenda Olson, Eric T. Total
43,937 24,822 22,707 17,500 12,250 6,615 3,922 3,440 3,440 25,602,717
0.042 0.024 0.022 0.017 0.012 0.006 0.004 0.003 0.003 24.437
2.1 1.2 1.1 0.8 0.6 0.3 0.2 0.2 0.2 1,216.9
Top 25 Holders (By Funds)

Holder Common Stock % of CSO Market Value
Page 3 of 16

Equivalent Held Fidelity Contrafund - Fidelity Contrafund (MutualFund:FCNT.X) Baron Investment Funds Trust - Growth Fund (MutualFund:BGRF.X) Fidelity Contrafund - Fidelity Advisor New Insights Fund (MutualFund:FNIB.X) BlackRock Capital Appreciation Fund (MutualFund:MCFG.X) Franklin Strategic Series - Flex Cap Growth Fund (MutualFund:FRCG.X) Artisan Funds, Inc. - Artisan Mid Cap Fund (MutualFund:ARTM.X) Fidelity Commonwealth Trust - Fidelity Mid-Cap Stock Fund (MutualFund:FKMC.X) Vanguard Index Funds - Vanguard Mid-Cap ETF (ARCA:VO) Vanguard Index Funds - Vanguard Total Stock Market ETF (ARCA:VTI) Waddell & Reed Advisors Funds - Waddell & Reed Advisors Core Investment Fund (MutualFund:UNCM.X) Ivy Funds, Inc - Mid Cap Growth Fund (MutualFund:WMGR.X) Fidelity Variable Insurance Products: Contrafund Portfolio T. Rowe Price New Horizons Fund, Inc (MutualFund:PRNH.X) Fidelity Mt. Vernon Street Trust - Fidelity Growth Company Fund (MutualFund:FDGR.X) Fidelity Securities Fund - Fidelity Blue Chip Growth Fund (MutualFund:FBGK.X) iShares Trust - iShares Core S&P Mid-Cap ETF (ARCA:IJH) Fidelity Devonshire Trust - Fidelity Series All-Sector Equity Fund (MutualFund:FSFF.X) Franklin Templeton Investment Funds - Franklin U.S. Opportunities Fund SPDR S&P MidCap 400 ETF Trust (ARCA:MDY) Dynamic Mutual Funds - Dynamic Power American Growth Fund (BDL:035713000) Vanguard Index Funds - Vanguard Extended Market ETF (ARCA:VXF) Waddell & Reed Advisors Funds - Waddell & Reed Advisors New Concepts Fund (MutualFund:WNCC.X) Fidelity Puritan Trust - Fidelity Balanced Fund (MutualFund:FBAL.X) 4,767,322 2,625,000 1,208,100 1,091,800 1,050,000 1,009,700 1,000,000 999,338 996,780 982,000 940,000 937,230 917,000 890,000 850,600 818,696 772,585 735,200 684,402 647,600 628,943 595,000 581,678 4.550 2.505 1.153 1.042 1.002 0.964 0.954 0.954 0.951 0.937 0.897 0.895 0.875 0.849 0.812 0.781 0.737 0.702 0.653 0.618 0.600 0.568 0.555 (USD in mm) 226.6 124.8 57.4 51.9 49.9 48.0 47.5 47.5 47.4 46.7 44.7 44.5 43.6 42.3 40.4 38.9 Franklin Strategic Series - Franklin Small-Mid Cap Growth Fund (MutualFund:FSGA.X) Invesco Mid Cap Growth Fund (MutualFund:VGRJ.X) All Others Total 564,600 511,459 24,170,691 50,975,724 0.539 0.488 23.070 48.655 26.8 24.3 1,148.8 2,422.9
Top Buyers
Buyer Citadel LLC Wells Capital Management Incorporated Geneva Capital Management Limited American Century Investment Management Inc. SG Gestion Common Stock Equivalent Held 3,259,755 3,083,584 801,298 773,286 594,480 Change 3,236,946 1,569,006 779,823 516,223 411,444
Top Sellers
Seller Neuberger Berman LLC GCIC Ltd Standard Pacific Capital, LLC Columbus Circle Investors Franklin Resources Inc. Common Stock Equivalent Held 343,044 0 0 427,465 2,035,328 Change (1,584,884) (1,304,700) (974,714) (862,706) (759,360)
Private Ownership
36.7 34.9 32.5 30.8 29.9 28.3 27.6 Investor Relationshi p Type Transaction Date(s) Company Type Private Investment Firm Private Investment Firm Private Investment Coverage Most Recent Transaction Size (USD in mm) Most Recent Amount Invested (USD in mm)
Franklin Advisers, Inc. T. Rowe Price Associates, Inc. Rosewood Capital
Current
Current Prior
Sep-30-
12.00
12.00
Page 4 of 16

2003 Investment Firm
Announced Date Feb-24-2011 Target Under Armour, Inc. (NYSE:UA) Status Announced Size (USD mm) 469.03 Target Advisors: PricewaterhouseCoopers LLP (Accountant)
Key Executives
Name Adams, Byron K. Dickerson, Brad Dowley, Mark M. Fremar, Leanne Fulks, Kip J. Hardy, James H. Knowles, Frederick C. Maurath, Karl-Heinz Mirchin, Matthew C. Peake, Adam Plank, Kevin A. Shaw, Thomas D. Stafford, Henry B. Stanton, John P. Title Chief Performance Officer and Independent Director Chief Financial Officer and Principal Accounting Officer Advisor Senior Vice President and Executive Creative Director for Women's Chief Operating officer Chief Supply Chain Officer Senior Vice President of Human Resources President of International Senior Vice President of Global Brand & Sports Marketing Senior Vice President of U.S. Sales Founder, Chairman of the Board, Chief Executive Officer and President Director of Investor Relations Senior Vice President of Apparel, Outdoor & Accessories Vice President of Corporate Governance & Compliance and Secretary
Synopsis: Under Armour, Inc. (NYSE: UA) registered 7.3 million shares issuable pursuant to the Amended and Restated 2005 Omnibus Long-Term Incentive Plan. Pre-Deal Situation: Deal Resolution: -
Board Members
Name Adams, Byron K. Coltharp, Douglas E. Deering, Anthony W. (Board) Krongard, Alvin B. (Board) McDermott, William R. (Board) Olson, Eric T. (Board) Piper, Brenda (Board) Plank, Kevin A. Sanders, Harvey L. (Board) Sippel, Thomas J. (Board) Title Chief Performance Officer and Independent Director Director, Member of Audit Committee and Member of Corporate Governance Committee Director, Member of Audit Committee and Member of Compensation Committee Lead Director and Chairman of Audit Committee Director and Chairman of Corporate Governance Committee Director and Member of Corporate Governance Committee Director and Member of Compensation Committee Founder, Chairman of the Board, Chief Executive Officer and President Director and Chairman of Compensation Committee Director
Announced Date May-09-2006 Issuer Under Armour, Inc. (NYSE:UA) Status Closed Size (USD mm) 246.95 Issuer Advisors: AST Fund Solutions, LLC (Transfer Agent/Registrar); Banc of America Securities LLC (Underwriter); CIBC World Markets Corp. (Underwriter); Cleary, Gottlieb, Steen & Hamilton LLP (Legal Advisor); Goldman, Sachs & Co. (Underwriter); Piper Jaffray & Co. (Underwriter); PricewaterhouseCoopers LLP (Accountant); Stifel Nicolaus Canada Inc. (Underwriter); Sullivan & Cromwell LLP (Legal Counsel to Underwriters); Wells Fargo Securities, LLC (Underwriter) Participants: Rosewood Capital (Seller / Distributing Company); Rosewood Capital IV, L.P. (Seller / Distributing Company)
Summary Public Offerings/Shelf Registrations

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Synopsis: Pre-Deal Situation: Deal Resolution: Source: PR Newswire; Company Website; SEC Form 8k Under Armour, Inc. to Report Q4, 2012 Results on Jan 31, 2013 Under Armour, Inc. (NYSE:UA) Jan-31-2013 07:00 AM Earnings Release Date Situation: Under Armour, Inc. announced that they will report Q4, 2012 results at 7:00 AM, US Eastern Standard Time on Jan 31, 2013 Source: PR Newswire Under Armour, Inc. Announces Unaudited Consolidated Earnings Results for the Fourth Quarter and Full Year Ended December 31, 2012; Provides Earnings Guidance for the Full Year of 2013 Announcement of Earnings; Corporate Guidance New/Confirmed
Announced Date Aug-25-2005 Issuer Under Armour, Inc. (NYSE:UA) Status Closed Size (USD mm) 157.61 Issuer Advisors: CIBC World Markets Corp. (Co-Lead Underwriter); Cleary, Gottlieb, Steen & Hamilton LLP (Legal Advisor); Goldman, Sachs & Co. (Co-Lead Underwriter); Piper Jaffray & Co. (Co-Lead Underwriter); PricewaterhouseCoopers LLP (Accountant); Sullivan & Cromwell LLP (Legal Counsel to Underwriters); Thomas Weisel Partners Group, Inc. (Co-Lead Underwriter); Wells Fargo Bank, N.A., Charlotte (Transfer Agent/Registrar); Wells Fargo Securities, LLC (Co-Lead Underwriter)
Jan-30-2013 07:00 PM
Situation: Under Armour, Inc. announced unaudited consolidated earnings results for the fourth quarter and full year ended December 31, 2012. For the quarter, the company reported net revenues of $505,863,000 compared with $403,126,000 for the same period a year ago. Income from operations was $81,592,000 compared with $55,302,000 for the same period a year ago. Income before income tax was $79,753,000 compared with $53,890,000 for the same period a year ago. Net income was $50,132,000 or $0.47 per diluted share compared with $32,552,000 or $0.31 per diluted share for the same period a year ago. For the full year, the company reported net revenues of $1,834,921,000 compared with $1,472,684,000 for the same period a year ago. Income from operations was $208,695,000 compared with $162,767,000 for the same period a year ago. Income before income tax was $203,439,000 compared with $156,862,000 for the same period a year ago. Net income was $128,778,000 or $1.21 per diluted share compared with $96,919,000 or $0.92 per diluted share for the same period a year ago. Net cash provided by operating activities was $199,761,000 compared with $15,218,000 for the same period a year ago. Purchase of property and equipment was $50,650,000 compared with $56,228,000 for the same period a year ago. The company provided earnings guidance for the full year of 2013. Based on current visibility, the company expects 2013 net revenues in the range of $2.20 billion to $2.22 billion, representing growth of 20% to 21% over 2012, and 2013 operating income in the range of $255 million to $257 million, representing growth of 22% to 23% over 2012. The company expects an effective tax rate of 39.0% to 39.5% for the full year, compared to an effective tax rate of 36.7% for 2012. Source: PR Newswire Under Armour, Inc. Announces Board Changes Under Armour, Inc. (NYSE:UA) Jan-23-2013 07:00 PM Executive/Board Change - Other Situation: Under Armour, Inc. announced that Gene McCarthy is resigning as Senior Vice President, Footwear, effective February 22, 2013. Kip Fulks, Chief Operating Officer, will assume responsibility of Footwear and continue to oversee the company's operations division. Source: PR Newswire Under Armour, Inc., Q3 2012 Earnings Call, Oct 25, 2012 Under Armour, Inc. (NYSE:UA) Oct-25-2012 08:30 AM Earnings Call Situation: Under Armour, Inc., Q3 2012 Earnings Call, Oct 25, 2012 Source: PR Newswire; Company Website
Synopsis: Pre-Deal Situation: Deal Resolution: -
Key Developments
Under Armour, Inc. Reports Unaudited Consolidated Earnings Results for the Third Quarter and Nine Months Ended September 30, 2012; Revised Earnings Guidance for the Full Year of 2012; Anticipates Opening Approximately 10 Factory House Stores in 2013 Corporate Guidance - Raised; Announcement of Earnings; Business Expansion
Key Developments
Under Armour, Inc., Q4 2012 Earnings Call, Jan 31, 2013 Under Armour, Inc. (NYSE:UA) Jan-31-2013 08:30 AM Earnings Call Situation: Under Armour, Inc., Q4 2012 Earnings Call, Jan 31, 2013
Oct-25-2012 07:00 AM
Situation: Under Armour, Inc. reported unaudited consolidated earnings results for the third quarter and nine months ended September 30, 2012. For the quarter, the company reported net revenues of $575.196 million compared to $465.523 million a year ago. Income from operations was $90.980 million compared to $74.965 million a year ago. Income before income taxes was $89.646 million compared to $72.220 million a year ago.
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Net income was $57.317 million or $0.54 per diluted share compared to $45.987 million or $0.44 per diluted share a year ago. Investment in operating capital expenditures was approximately $16 million.For nine months, the company reported net revenues of $1,329.058 million compared to $1,069.558 million a year ago. Income from operations was $127.103 million compared to $107.465 million a year ago. Income before income taxes was $123.686 million compared to $102.972 million a year ago. Net income was $78.646 million or $0.74 per diluted share compared to $64.367 million or $0.61 per diluted share a year ago. Net cash used in operating activities was $6.012 million compared to $126.084 million a year ago. Purchase of property and equipment was $37.550 million compared to $45.281 million a year ago.The Company had previously anticipated 2012 net revenues in the range of $1.80 billion to $1.82 billion, representing growth of 22% to 24% over 2011, and 2012 operating income in the range of $205 million to $207 million, representing growth of 26% to 27% over 2011. Based on current visibility, the Company now expects 2012 net revenues of approximately $1.82 billion, representing growth of 24% over 2011, and 2012 operating income of approximately $207 million, representing growth of 27% over 2011. The Company now expects an effective tax rate of approximately 37.0%, compared to an effective tax rate of 38.2% for 2011. The company plan for 2012 operating capital expenditures toward the higher end of previously provided range of $60 to $65 million.The company anticipate opening approximately 10 Factory House stores in 2013, representing 10% door growth compared to 26% door growth expected at the close of 2012. Source: SEC Form 8k Under Armour, Inc. to Report Q3, 2012 Results on Oct 25, 2012 Under Armour, Inc. (NYSE:UA) Oct-25-2012 07:00 AM Earnings Release Date Situation: Under Armour, Inc. announced that they will report Q3, 2012 results at 7:00 AM, US Eastern Standard Time on Oct 25, 2012 Source: PR Newswire Under Armour, Inc. Appoints Leanne Fremar as Senior Vice President and Executive Creative Director for Women's, Effective November 11, 2012 Under Armour, Inc. (NYSE:UA) Oct-05-2012 06:13 AM Executive/Board Change - Other Situation: Under Armour, Inc. has announced the appointment of Leanne Fremar as senior vice president and executive creative director for women's, effective November 11, 2012. Fremar will oversee Women's Brand Marketing, Product, and Design in this newly-established role and will hold a position on the performance brand's executive committee. Fremar joins Under Armour from Theory, where she served as the brand's Creative Director for the past 10 years. In that position, she was involved in the global development of the Theory brand. Source: Datamonitor NewsWire Under Armour, Inc. Faces Second Suit from Warrior Sports Inc. over Lacrosse Equipment Under Armour, Inc. (NYSE:UA) Oct-04-2012 12:00 AM Lawsuits & Legal Issue Situation: Warrior Sports Inc. is alleging in a lawsuit that Under Armour, Inc. copied the trademark design of its lacrosse stick heads and is asking the court to order the Under Armour, Inc. to stop producing that product. The suit is the second Warrior has filed against Under Armour in September 2012 over the design and manufacturing of lacrosse equipment. In the most recent complaint, filed October 2, 2012 in U.S. District Court for the Eastern District of Michigan, Warrior alleges that Under Armour duplicated the design of its lacrosse stick head, the 'Brine Clutch Trade Dress'. The heads of lacrosse sticks produced by Under Armour 'slavishly copies and infringes' on Warrior's design. The company is requesting a jury trial and that Under Armour pay an unspecified amount in damages. Source: Baltimore Business Journal Under Armour, Inc. Presents at BofA Merrill Lynch Global Consumer & Retail Conference 2012, Sep-202012 Under Armour, Inc. (NYSE:UA) Sep-20-2012 Company Conference Presentation Situation: Under Armour, Inc. Presents at BofA Merrill Lynch Global Consumer & Retail Conference 2012, Sep20-2012 . Venue: Bank of America Merrill Lynch Financial Centre, King Edward Street, London, EC1A 1HQ, United Kingdom. Source: Company Website
Auditors
Period Audited FY 2011 Auditor PricewaterhouseCoopers LLP Opinion Unqualified Auditor Parent PricewaterhouseCoopers International Limited
Transaction Advisors
Accounting Advisors Advisor PricewaterhouseCoopers LLP No. of Transactions 3 Total Value Disclosed (USD mm) 873.58 Most Recent Transaction Date Feb-24-2011
Transaction Dates: Feb-24-2011 (Under Armour, Inc.), May-09-2006 (Under Armour, Inc.), Aug-25-2005 (Under Armour, Inc.) AST Fund Solutions, LLC Wells Fargo Bank, N.A., Charlotte 1 246.95 May-09-2006 Transaction Dates: May-09-2006 (Under Armour, Inc.) 1 157.61 Aug-25-2005
Transaction Dates: Aug-25-2005 (Under Armour, Inc.) Financial Advisors Advisor CIBC World Markets Corp. Goldman, Sachs & Co. Wells Fargo Securities, LLC Piper Jaffray & Co. Banc of America Securities LLC Stifel Nicolaus Canada Inc. No. of Transactions 2 2 Total Value Disclosed (USD mm) 404.56 404.56 Most Recent Transaction Date May-09-2006 May-09-2006
Transaction Dates: May-09-2006 (Under Armour, Inc.), Aug-25-2005 (Under Armour, Inc.) Transaction Dates: May-09-2006 (Under Armour, Inc.), Aug-25-2005 (Under Armour, Inc.) 2 2 404.56 404.56 May-09-2006 May-09-2006
Transaction Dates: May-09-2006 (Under Armour, Inc.), Aug-25-2005 (Under Armour, Inc.) Transaction Dates: May-09-2006 (Under Armour, Inc.), Aug-25-2005 (Under Armour, Inc.) 1 246.95 May-09-2006
Transaction Dates: May-09-2006 (Under Armour, Inc.) 1 246.95 May-09-2006
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Transaction Dates: May-09-2006 (Under Armour, Inc.) Thomas Weisel Partners Group, Inc. 1 157.61 Aug-25-2005
AND1 Ready For Legendary Comeback [Forbes] Forbes Feb-27-2013 07:02 PM
Transaction Dates: Aug-25-2005 (Under Armour, Inc.) Legal Advisors Advisor Cleary, Gottlieb, Steen & Hamilton LLP Sullivan & Cromwell LLP No. of Transactions 2 2 Total Value Disclosed (USD mm) 404.56 404.56 Most Recent Transaction Date May-09-2006 May-09-2006
Of countless new brands that enter the sports apparel market, a small number go on to achieve consumer success and even fewer are able to transcend popularity to become part of the lexicon of the sport they focus on. Basketball apparel company And1 is counted among those few, and the brand has positioned itself to make a legendary comeback.
Transaction Dates: May-09-2006 (Under Armour, Inc.), Aug-25-2005 (Under Armour, Inc.) Transaction Dates: May-09-2006 (Under Armour, Inc.), Aug-25-2005 (Under Armour, Inc.)
Q4 2012 Tanger Factory Outlet Centers, Inc. Earnings Conference Call - Final CQ Transcriptions LLC Feb-27-2013 04:22 PM PresentationCYNDI HOLT, VP, FINANCE AND IR, TANGER FACTORY OUTLET CENTERS INC:Good morning, everyone. I'm Cyndi Holt, Vice President, Finance andInvestor Relations, and I would like to welcome you to the TangerFactory Outlet Centers' fourth-quarter and yearend 2012 conferencecall. Yesterday, we issued the quarter's earnings release, as well asour supplemental package and investor presentation. This informationis available on our website under the Investor Relations tab. Pleasenote that during this conference call, some of Management's commentswill be forward-looking statements, including statements regardingthe Company's property operations, leasing, tenant sales trends,developments, acquisitions, expansion and disposition activity. Aswell their comments regarding the Company's funds from operations,funds available for distribution and dividends.These forward-looking statements are subject to numerous risks anduncertainties, and actual results could differ materially from thoseprojected due to factors including, but not limited to, changes ineconomic and real estate conditions, the availability and cost ofcapital, the Company's ongoing ability to lease, develop and acquireproperties, as well as potential tenant bankruptcies and competition.We direct you to the Company's filings with the Securities andExchange Commission for a detailed discussion of the risks anduncertainties. During the call, we will also discuss non-GAAPfinancial measures as defined by SEC Regulation G. Reconciliations ofthese non-GAAP measures to the comparable GAAP financial measures areincluded in our earnings release and in our supplemental information.This call is being recorded for rebroadcast for a period of time inthe future. As such, it's important to note that Management'scomments include time sensitive information that may be accurate onlyas of today's date, February 13, 2013.At this time, all participants are in listen-only mode. FollowingManagement's prepared comments, the call will be opened up for yourquestions. We ask you to please limit your questions to two so thatall callers will have the opportunity to ask questions. On the calltoday will be Steven Tanger, President and Chief Executive Officer,and Frank Marchisello, Executive Vice President and Chief FinancialOfficer. I will now turn the call over to Steven Tanger. Please goahead, Steve.STEVEN TANGER, PRESIDENT AND CEO, TANGER FACTORY OUTLET CENTERS INC:Thank you, Cindy, and good morning, everyone. I'm delighted to reportthat Tanger generated a 19.8% total return for our shareholders in2012, comparing favorably to both Date Created: Feb-27-2013 Page 8 of 16
News

NAREIT All Equity REIT index andthe S&P 500. Solid operating performance results and adjustedfunds from operation above the high end of our previous and initialguidance. We achieved significant milestones in the fourth quarter.With occupancy at 98.9% within our consolidated portfolio, December31, 2012 marked Tanger's thirty-second consecutive year of reportingyear-end consolidated occupancy of 95% or greater. Our fourth-quarter2012 same center net operating income growth of 4.7% extends ourstreak of positive, same center NOI growth to 32 consecutivequarters, dating back to the first quarter of 2005 when we begantracking this metric.Also driving our 2012 growth was the year-end -- the full-year impactof the five consolidated properties and one joint venture propertythat we added to the Tanger portfolio in 2011, which resulted in a15% expansion of our footprint. In the fourth quarter of 2012, weexpanded our total gross leasable area by another 8% when wedelivered through joint venture arrangements, two newly developedoutlet centers in the United States and acquired two existing outletcenters in Canada. We are proud of achieving this significantportfolio expansion while maintaining a balance sheet that is afortress. Tanger's low leverage at December 31, 2012 was best in themall sector according to KeyBanc's leadership report in terms of debtto total market capitalization, total debt to recurring EBITDA andrecurring EBITDA to interest expense. I know that many of you want tolearn more about the progress of our various development projects,but first, let me turn the call over to Frank, who will take youthrough our financial results. I will then follow-up with adiscussion of our operating performance, our development pipeline andour current expectations for 2013.FRANK MARCHISELLO, EVP AND CFO, TANGER FACTORY OUTLET CENTERS INC:Thank you, Steve, and good morning, everyone. Our reported year-endfunds from operations or FFO of $1.63 per share was at the top end ofour guidance range of $1.61 to $1.63 per share and increased 13.2%from $1.44 per share in 2011. Adjusted FFO for 2012 increased 12.2%to $1.65 per share, compared to $1.47 per share for 2011. Thisyear-over-year increase is a direct result of our ability to continueto drive rental rates and grow same center NOI, as well as theaccretive impact of the acquisitions made during 2011.On a consolidated basis, our total market capitalization at December31, 2012 was approximately $4.5 billion, up 14.5% from $3.9 billionlast year. Our debt to total market capitalization was approximately24.4% at December 31, 2012, compared to 26.3% last year. We alsomaintained a strong interest coverage ratio of 4.18 times for 2012,up from 4.07 times for 2011. As of December 31, 2012, approximately60.8% of our debt was at fixed rates. Our balance sheet strategycontinues to be conservative, targeting minimal use of securedfinancing and a manageable secured -- schedule of debt maturities. Infact, we have no significant maturities on our balance sheet beforeNovember of 2015.Our Board of Directors declared a dividend of $0.21 per share for thequarter ended December 31, 2012, payable this Friday to shareholdersof record on January 30. The annualized dividend equates to $0.84 pershare. We have paid a cash dividend each quarter over the past 19consecutive years since becoming a publicly traded entity in May of1993. We are one of only a handful of REITs that has raised theirdividend each year since going public. Our dividend is well covered;our FAD (technical difficulty) ratio for 2012 was approximately 56%.At these levels, we are able to significantly -- generate significantincremental cash flow over our dividends, which we plan to use tohelp fund our growth and, or to reduce amounts outstanding under ourlines of credit. I will now turn it back over to Steve.STEVEN TANGER: Thank you, Frank. Although our portfolio was sparedany significant property damage and did not experience any prolongedcenter closings related to Hurricane Sandy, the storm did have anegative impact on shopping patterns in the affected areas during thefourth quarter of 2012. This impacted eight of our consolidatedproperties, totaling 2.7 million square feet or 25% of theconsolidated portfolio. These centers, which were closed for one ormore days, included Atlantic City, New Jersey; Kittery, Maine; NagsHead, Date Created: Feb-27-2013 North Carolina; Ocean City, Maryland; Rahoboth Beach, Delaware;Riverhead, New York; Tilton, New Hampshire; and Westbrook,Connecticut. Including these properties, consolidated comparabletenant sales increased 2.9% to $376 per square foot for the 12 monthsended December 31, 2012, and decreased 0.9% for the fourth quarter.This annual growth rate is consistent with Tanger's long-term tenantsales compounded annual growth rate of approximately 3%. Excludingthe storm affected properties, consolidated comparable tenant salesincreased 3.4% for the 12 months and 1.4% for the three months endedDecember 31, 2012.Our initial reaction to the severe weather experienced in theNortheast and the Midwest over the last several days is that itimpacted our portfolio -- that the impact on our portfolio will notbe as significant as that of Hurricane Sandy, in terms of either thenumber of centers affected, or the extent of the impact. We arehopeful this weather event will result in delayed, not reduced retailspending in these regions. I am pleased to report that we continue tosee positive base rent rates spreads for space renewed and releasedthrough the end of the fourth quarter. A 31.7% lended straight linerental rate spread on the renewal and re-leasing of space throughoutthe consolidated portfolio during the quarter boosted our rental rateincrease for the year to 25.5%. The year-to-date rent spread was24.9% through September 30, 2012. This 2012 full-year blendedstraight line rental rate spread represents a 210 basis pointsincrease over the prior-year spread of 23.4%.Through December 31, 2012, we executed 458 leases, totaling 1.986million square feet. Lease renewals during the year accounted for1.536 million square feet, or about 89.7% of the space coming up forrenewal during 2012. These leases yielded an increase in average baserental rates of 16.3%, up from 13.1% for lease renewals executedduring 2011. In addition, during 2012, we re-tenanted approximately450,000 square feet with an increase in average base rental rates of54%, up from 35.3% for 2011. Leasing spreads like these, togetherwith contractually embedded rental rate increases, have resulted insame center net operating income growth for 32 consecutive quarters.During 2012, same center NOI increased 6%, compared to 5.3% increasedin 2011. This growth resulted from both continued increases in rentalrates and from higher average occupancy rates in 2012 compared to2011. For the thirty-second consecutive year since the Company wasformed in 1981, we have achieved year-end consolidated occupancy of95% or greater. Our overall occupancy rate for our consolidatedstabilized properties continued to climb, and was at 98.9% as ofDecember 31, 2012, compared to 98.8% the prior-year and 98.6% theprior quarter. There is high demand from the tenant community forspace in Tanger centers and virtually no excess supply. Tanger's lowcost of occupancy, which was 8.4% for 2012, and our tenants'increasing sales over the long-term, have allowed us the opportunityto continue to drive up rents, while maintaining a very profitabledistribution channel for our tenant partners. Consequently, weanticipate that demand for space at favorable rents may continue asour properties continue to perform well.Tanger pioneered the concept of a ground-up outlet center in 1981. Ithas developed a reputation within the industry for having refined askill set for developing, leasing, operating and marketing highquality outlet centers. The high demand for outlet space, coupledwith our reputation within the industry, has afforded Tanger a robustexternal growth pipeline throughout the United States and Canada.Through joint venture arrangements, we added four properties to theTanger portfolio in the fourth quarter of 2012, and will realize thefull-year impact in 2013. These properties include two newlydeveloped outlet centers in the United States located in the Houston,Texas and Phoenix, Arizona markets, and two newly acquired outletcenters in Canada, both located in the greater Montreal market.In the Houston market, through a 50/50 joint venture with SimonProperty Group, Tanger Outlets Texas City opened 97% leased onOctober 19, 2012. Over 85 brand name and designer outlet stores arefeatured, including American Eagle, Banana Republic, Brooks Brothers,Coach, Columbia, GAP, J.Crew, Kenneth Cole, Levi's, Michael Kors,Nike, Nine West, Puma, Sketchers, Under Armour and many, many Page 9 of 16

more.The center is located approximately 30 miles south of Houston and 20miles north of Galveston on the highway traveled interstate 45.Houston is the fourth largest city in the United States, and thebeaches and resort hotels in Galveston host over 5 million tourists ayear. The center is approximately 353,000 square feet, with ampleroom to expand the total build-out of approximately 470,000 squarefeet.In the Phoenix market, Tanger Outlets Westgate opened to 92% leasedon November 15, 2012, just in time for the holiday shopping season.Tanger's ownership interest in the project is approximately 58%.Located in the Western Phoenix market in Glendale, Arizona, thecenter is just off of I-10 and adjacent to the Westgate City Center;Jobbing.com Arena, home of the NHL'sPhoenix Coyotes; University ofPhoenix Stadium, home of the NFL'sArizona Cardinals; Cabela's andthe Renaissance Hotel and Spa. Over 80 brand name and designer outletstores are featured including American Eagle, Banana Republic, BrooksBrothers, Charlotte Russe, Chico's, Coach, Cole Haan, the GAP, Guess,H&M, J.Crew, Levi's, Michael Kors, Nike, Talbots, Under Armour,White House Black Market and many, many more. The center currentlytotals 332,000 square feet with ample room to expand to a totalbuild-out of 410,000 square feet.And in the Montreal, Quebec market, Tanger and RioCan Real EstateInvestment Trust completed the acquisition of two existing outletcenters in early November 2012, through our 50/50 co-ownershipagreement. The acquisition of these centers will enable the co-ownersto expand beyond the greater Toronto area and to enhance our outletcenter strategy immediately by expanding Tanger Outlet Centers'presence into this new, vibrant Canadian market. Les FactoreriesSaint-Sauveur is located approximately 35 miles northwest ofMontreal, adjacent to Highway 15 in the town of Saint-Sauveur,Quebec, and is approximately 116,000 square feet with the potentialto expand to approximately 136,000 square feet. Bromont Outlet Mallis located approximately 50 miles east of Montreal near the easterntownships adjacent to Highway 10 in the town of Bromont, Quebec.The property was built in 2004 and expanded through 2011, and isapproximately 163,000 square feet. The average total purchase pricewas approximately $94.8 million, including the assumption of inplacefinancing of $18.7 million at Les Factoreries Saint-Sauveur, whichcarries a weighted average interest rate of 5.7%, and matures in 2015and 2020. Tanger is providing leasing and marketing services andRioCan is providing development and property management services. Theco-owners intend to add value by expanding the properties, rebrandingthem under the Tanger Outlets flag, implementing the co-owner'soperational and marketing programs, and over time, improving thetenant mix through the utilization of Tanger's strong outlet retailerrelationships.Turning now to our development pipeline. We commenced constructionduring the fourth quarter 2012 on a new development that we plan tocomplete in time for a holiday 2013 grand opening. Originallyannounced in May 2011, Tanger and its 50/50 joint venture partner,the Peterson Companies, broke ground on Tanger Outlets NationalHarbor on November 29, 2012. Located within the National Harborwaterfront resort in the Washington, DC metropolitan area, the siteis accessible from I-95, I-295, I-495 and the Woodrow Wilson Bridge.The nation's capital welcomes approximately 33 million visitorsannually. When complete, the center will include approximately340,000 square feet and will feature approximately 80 brand name anddesigner stores.Also on the fourth quarter 2012, Tanger and Simon Property Groupannounced plans to develop two additional outlet centers through apair of proposed 50/50 joint ventures. In the Charlotte, NorthCarolina market, the partners plan to build an outlet center atTanger's previously announced site, located 8 miles southwest ofuptown Charlotte, at the interchange of two major thoroughfares tothe city, I-485 and Steele Creek Road, also known as North CarolinaHighway 160. When complete, the center will include approximately400,000 square feet. The partners also intend to develop in theColumbus, Ohio market, located off the highly traveled I-71, 20 milesnorth of Downtown and 11 miles north of I-270.When complete, the center will include approximately 350,000 Date Created: Feb-27-2013 squarefeet with ample space to expand to a total build-out of approximately400,000 square feet. For the Chicago project, Tanger will -- I'msorry -- for the Charlotte project, Tanger will provide sitedevelopment and construction supervision services, Simon will providemanagement and marketing services, and the center will be brandedCharlotte Premium Outlets. In Columbus, Tanger will provide marketingand management services, Simon will provide site development andconstruction supervision services, and the center will be brandedTanger Outlets Columbus. Both partners will jointly provide leasingservices to the projects, which currently are expected to open in2014.We have previously announced several other development sites.Domestic projects include Foxwoods Resorts Casino in Mashantucket,Connecticut and Scottsdale, Arizona, as well as a few small expansionprojects. Canadian projects include Kanata, Ontario in the Ottawamarket and Mississauga, Ontario in the Western Toronto market, aswell as expansions of our existing Canadian centers in Cookstown,Saint-Sauveur and Bromont. Our efforts are ongoing in each of thesethree development stage projects. We remain optimistic about thegrowth prospects of our Company and for our industry. As shopperscontinue to seek branded value, and we believe the tenant communitycontinues to indicate its desire to expand into new markets in theUnited States and Canada and continue to choose Tanger as a preferredpartner.With respect to earnings guidance for 2013, based on positive trendsin 2012 and our current view of market conditions, we currentlybelieve our estimated diluted net income for 2013 will be between$0.76 and $0.81 per share. And our FFO for 2013 will be between $1.76and $1.81 per share. Our estimates do not include the impact of anyrent termination fees, any potential refinancing transactions, thesale of any out parcels of land or the sale or acquisition of anyproperties. Our 2013 guidance includes a projected increase in samecenter net operating income of approximately 4%. This projection isbased on our expectation that tenant sales will remain stable orincrease modestly, and takes into consideration the difficultcomparable benchmarks established as a result of our portfolio beingessentially fully occupied in 2012. Our guidance is based on averagegeneral and administration expenses of approximately $9.5 million to$10 million per quarter. The two major drivers of this relativeincrease over 2012 are increased headcount and increased equity-basedcompensation.Although headcount is now stabilized, 2013 will reflect the full yearof expense impact for new positions filled during 2012 to betterfacilitate development of our growth pipeline and administration ofthe growing number of joint ventures. In addition, we continued tofocus on and have implemented a new long-term equitybasedcompensation plan for our Management team, which we believe alignsManagement's interest with those of our shareholders. A summary ofthe plan was included in an eight file -- an 8-K filed with the SECyesterday. We have over 2,700 leases with good credit, brand nametenants who have historically provided a continuous and predictablecash flow in good times and in challenging times. No single account-- no single tenant accounts for more than 8.3% of our base andpercentage rental revenues, or 7.9% of our gross leasable area. Inaddition, approximately 90% of our total revenues are expected to bederived from contractual base rents and tenant expensereimbursements.2012 was another record year for Tanger. Our team is passionate aboutour successful business model and looks forward to continuing to growthe Company. We plan to continue to thoughtfully use our resourcesand to maintain a conservative financial position. We expect oursolid balance sheet with no significant maturities until November2015 and approximately 92% of our consolidated GLAM unencumbered bymortgages, will provide the platform to execute our growth strategyin 2013 and beyond. And now, I'd like to open the call to yourquestions.Questions and AnswersOPERATOR: (Operator Instructions).Your first question comes from Christy McElroy with UBS. Your line isopen.CHRISTY MCELROY, ANALYST, UBS: Hi, good morning, guys. Just wanted toask a couple of follow-up questions on guidance. You saw some goodgrowth in percentage rents last Page 10 of 16

year. What kind of growth are youbudgeting in your 2013 guidance, and what kind of releasing spreadsare assumed in that 4% same-store line growth forecast?FRANK MARCHISELLO: From a releasing spread standpoint, we areforecasting similar spreads to 2012. But as we typically have done inthe past, our percentage rent-wise, we are forecasting relativelystable percentage rents. Certain tenants that renew breakpoints areincreased; therefore, sometimes we lose some of the percentage rentson those guys, hopefully, making it up somewhere else. And if salestrends upward, we certainly think there is some upside to thepercentage rent line.CHRISTY MCELROY: Okay, and then on the development pipeline, Iappreciate the additional disclosure in the supp. You have severalbig projects set for completion in the second half of '14. Is itpossible that any of those get pushed out into 2015, and can youdiscuss your plans for financing development spend over the next twoyears?STEVEN TANGER: Well, we are under construction in National Harbor,which is the larger project of about 340,000 feet, we expect todeliver in the fourth quarter, around November 2013. The other smallexpansions in Gonzales, Park City and Sevierville, we are stillcomfortable meeting those deliveries. So unless there is reallysevere weather in the Washington, DC market, we are comfortable thatwe will meet the delivery of the National Harbor project.CHRISTY MCELROY: Well, I am talking about, really, the second half'14 deliveries. There's several big projects here, a couple smallones, but just wondering -- I mean, you've got a lot going on there.Wondering if any of those might get pushed out?STEVEN TANGER: We have not broken ground on any of those yet; we havenot met our minimum leasing thresholds to break ground. Weanticipating breaking ground sometime in the second- to third-quarterof 2013, but I'd be happy to give you an update on our every quarter-- on an updated delivery schedule once we break ground.CHRISTY MCELROY: Great. And then on the development spend, are youplanning on getting any constructions loans for any of theseprojects? Or would you consider maybe using ATM to sort of match fundsome of your investment?FRANK MARCHISELLO: Christy, this is Frank. National Harbor, we'vealready funded our equity, and we are using a construction loan. Youcan pretty much assume that if it is a joint venture project, we willuse some type of project financing, at roughly 60% of the projectbeing funded through the construction loan and then the remaining 40%would be equity contributed from Tanger and the partner. A lot of ourfunding requirements will be met with internally generated cash flowand supplemented by lines of credit. So at this point, we don't thinkthere will be any need for an ATM or anything similar to that.CHRISTY MCELROY: Okay.STEVEN TANGER: Just to clarify, Christy, we do not have an ATM inplace.CHRISTY MCELROY: Right.STEVEN TANGER: And at this point, we have no intentions of putting anATM in place.CHRISTY MCELROY: Okay. Thank you so much.OPERATOR: Your next question comes Andrew Johns with Green StreetAdvisors. Your line is open.ANDREW JOHNS, ANALYST, GREEN STREET ADVISORS: Thank you. Hey, guys. Iappreciate the disclosure on the development pipeline; it's helpful.I'm curious though, what are -- what's the criteria or maybe yourinternal benchmarks for adding a project with a summary?STEVEN TANGER: Good morning, Andrew. We will add projects as theybecome real in our minds. We have a shadow pipeline that we continueto do our due diligence and study, that has not risen to a projectthat we feel is developable at this stage. When we feel they aredevelopable, and we really start to exert leasing and -- efforts,then we will add it to this pipeline. Then we will add it to theschedule.ANDREW JOHNS: Okay, that's great. And then maybe switching topics, inthe supplemental, the key performance metrics are generally reportedfor the consolidated portfolio only. Can you talk just a little bitabout the performance of the unconsolidated portfolio and some of thekey metrics, maybe sales per square foot, tenant sales growth andthen your outlook for same property growth?FRANK MARCHISELLO: This is Frank. We have typically only includedconsolidated properties in the leasing stats. I will say that thestatistics should not be unusually different for the joint ventureprojects. We've just, for Date Created: Feb-27-2013 various reasons, chosen not to selectivelydisclose those. I think, given the location of the properties, youcan expect that sales trends and leasing trends are very similar toour core portfolio.ANDREW JOHNS: Okay, great. Thanks.OPERATOR: Your next question comes from Todd Thomas with KeyBancCapital Markets. Your line is open.JORDAN SADLER, ANALYST, KEYBANC CAPITAL MARKETS: Hi, it's JordanSadler, here with Todd. Good morning. Can you maybe just give us alittle bit on the merit and the strategy behind the joint ventureswith your largest competitor in the space? Charlotte and Columbusbeing the second and third joint ventures with Simon?STEVEN TANGER: Good morning, Jordan. We have a successful partnershipwith Simon in Houston. Where the two companies worked together in allthe various disciplines of the corporate entities to deliver asuccessful, fully leased property. Based upon that success, and inthe markets in Charlotte and Columbus, we decided it best to jointlydevelop in those markets, as opposed to the distraction of theleasing battle and the mall wars, or whatever you folks want to callit. We felt that it was an appropriate use of our human resources andour skill sets to jointly develop, as opposed to a prolonged battlewhere the yields were greatly reduced and the timing of the openingof the center was -- would probably be delayed. It proved to be thecorrect strategy in Houston. Based upon the tenants embracing ourjoint venture sites in Columbus and Charlotte, it appears that wewill have two more very successful joint ventures in both of thosemarkets.JORDAN SADLER: It's -- in essence, it's easier to go -to sort ofpartner up with another strong player who is well capitalized, ratherthan go head-tohead with them, not terribly far apart in the samemarket or a similar market.STEVEN TANGER: Jordan, you can draw whatever conclusions you want.JORDAN SADLER: Okay. In that context, Andrew asked a question earlierabout a pre-development pipeline, some of the stuff that hasn't yetobviously made it onto the list, obviously; the development pipelinehas shaped up nicely. I'm curious, also, about the pre-developmentpipeline. One, would you expect the pace that you are able -- that wesee here on page 17 of the supplemental, thank you for that, to bemaintained into 2015 and '16? I know that's a long time away, butobviously, you are working on it.STEVEN TANGER: Well, first of all, thank you for complimenting us onour robust pipeline; I appreciate that. We are a growth Company in agrowth sector with a balance sheet that's a fortress, and that allowsus to make plans to continue to develop successful outlet centers. Wehave disclosed the properties that we are currently leasing in -- fordelivery in 2013 and 2014. As I mentioned to Christy earlier, we willcontinue to update this as appropriate, each quarter, and happy tocontinue to update you and the other fine analysts that cover ourCompany as we go forward. But right now, Jordan, for competitivereasons, as you highlighted in your first two questions, we want tokeep the shadow pipeline as a shadow pipeline until we are ready toannounce appropriate leasing.JORDAN SADLER: Great, that's helpful. Thank you.STEVEN TANGER: Thank you.OPERATOR: Your next question comes from Quentin Velleley. Your lineis open.MICHAEL BILERMAN, ANALYST, CITIGROUP: It's Michael Bilerman; I'm herewith Manny Korchman. Quentin will be very happy about how his namewas pronounced. Steve, I just wanted to go first on just the compplan that was introduced. I guess it has both an absolute and arelative metric, with the absolute returns sort of driving that 70%of the value anywhere from a minimum of 25% up to over 35%, and then30% of it being a relative measure, in terms of peers getting abovefiftieth percentile, 60% and 70%. I guess how did you and the compcommittee and the Board, sort of come to that split? Was therediscussions at all about making it fully a absolute and relativecombined -- I'm sorry, thinking about going through the thoughtprocess a little bit.FRANK MARCHISELLO: This is Frank. We -- the comp committee hires acomp consultant to address issues of compensation; this is a topicthat came up this year. We had a long-term plan, which was basicallymaturing at the end of '13. We had additional executive officers thatwere not in that plan, and the comp committee felt like it was areasonable time to implement a new plan. With help from the Page 11 of 16

advisers,it was determined how the to split that pie, if you will, up betweenrelative performance and the like, so, there was a lot of thought putinto the overall plan. In lieu of that, our senior team will begetting less base salary increases, if you will, and we are focusedmore on longterm equity incentive plans. So this was just part ofour overall strategy and the strategy that was presented by theconsultants to our comp committee.MICHAEL BILERMAN: And how does the total value, the maximum payout of$13.25 million, how does that compare to previous plans in terms ofamount?FRANK MARCHISELLO: It's about a fourth of the original plan, whichwas put in place in -- I guess, four years ago at this point.STEVEN TANGER: The first plan was put in place January 1, 2010, andthe measuring period ends December 31 of this year of the originalplan.FRANK MARCHISELLO: With a one-year vest on that -- beyond that.STEVEN TANGER: Good morning, Michael, by the way, it's Steve.MICHAEL BILERMAN: Yes.STEVEN TANGER: We want to shift both for our senior management, ourexecutive leadership team, short-term current compensation tolong-term performance based compensation. One of the features of theplan, which I don't know if you've mentioned, but if there's not aminimum of 25% growth in shareholder value, we get nothing, and theplan only kicks in between 25% growth and 35% growth.MICHAEL BILERMAN: Does that, in terms of the split on the relative,is that 30% so that -- the shares are split 70% absolute return witha minimum threshold of 25%; 30% is based on where you rank. I thoughtthe 30%, you could still have below 25% total return, but still earnthose shares if your return is better than your peers', better thanthe fiftieth percentile.FRANK MARCHISELLO: That would be correct. But the value of this couldbe anything from zero to the --STEVEN TANGER: -- maximum amount you see.MICHAEL BILERMAN: Right, right, right. Just thinking, going back toJordan's question in terms of the relationship with Simon, I'm justcurious as you are now getting involved, you had the successfulproject in Houston and two more. I guess what are you learning --considering you are both the largest in the industry, what are youlearning about what you do, what they do, and interesting, bothprojects -- all of your projects, you have one that's going to be --two that are going to be Tanger and one is going to be Premium --assignment Premium Outlet. What are your learning about how theyoperate, how they build, what they do, and what are they learningfrom you? What have been the similarities and what have been thedifferences?STEVEN TANGER: We have learned that Simon Property Group is wellrun,with very thoughtful, seasoned executives, and I hope they havelearned the same thing about our Company. That's about all are reallywant to say.MICHAEL BILERMAN: Is there anything that's come out at least in thetenant side? I mean, you have been competitors for a very long time.I'm just curious if you've sort of come to realize, well, maybe youdo something a little bit different or what sort of benefits could itbring to the Tanger organization in doing these projects with Simon?STEVEN TANGER: The tenant community has embraced the partnership.They are excited about the delivery of successful, well leased, wellconstructed, well operated, well marketed centers in the Houston,Columbus and Charlotte markets. So we respond to what our customersask and they have asked for that type of -- mature type ofdevelopment. And really, Michael, that's all I want to say about it.MICHAEL BILERMAN: Okay. Just last question on -- just going to thebalance sheet. I do agree with your comments, in terms of overalldebt levels relative to asset value and your fixed charge and allthose are extremely strong, and positioning you to be able to fundthe development. But I'm just curious, your mix of fixed versusfloating. Clearly, it's benefiting you dramatically today given wherethe rate environment is, but just as you fund developments, either onthe line, especially on the joint venture side with floating debt,how are you thinking about the split between fixed and floating ratedebt? Because obviously, at some point, as you term out thosefinancings, you will have some dilution from that.STEVEN TANGER: Well, right now, just as a data point for you, ourfloating rate debt is about $437 million, and our enterprise value isabout $4.75 billion. So our Date Created: Feb-27-2013 percentage of floating rate to ourenterprise value is only 9.2%, which, I believe you will find iseither the lowest or at the very low-end of the mall REITs. We'veonly have -- we have a line utilization today of $178 million on ourline of $520 million, so we have lots of capacity there. We alsointernally generate about the $60 million or so of free cash flowover dividends, which is used to fund -- internally fund withoutincreasing our line in our equity share of the joint ventures, or topay down the line. So we have no acquisitions in the immediatehorizon that would require a large chunk of cash. So we are verycomfortable with our current position on the floating rate debt,utilization of our line of credit and don't expect short-term, any,as you say, terming out or utilization of the bond markets to addmore to long-term debt.MICHAEL BILERMAN: So there is nothing in guidance right now forterming out or fixing any of the floating rate debt at all in '13?STEVEN TANGER: That's correct.MICHAEL BILERMAN: Okay, and your 430 is just your consolidated,because your unconsolidated debit is predominantly all floating rate;that's another $100 million, which would de facto, be an increase. Iagree with you conceptually because you are lower leveraged, eventhough you have high floating rate debt relative to your debt stack,that percentage is lower. But I think that at some point, there wouldprobably be some level, especially when you include theunconsolidated joint ventures, that as you fix that debt, and it's anunbelievable time to go long-term on debt today. I'm just curious whythe Company wouldn't do that to build in that capacity?STEVEN TANGER: We don't have the need today, Michael. We monitor thedebt markets constantly, but if we do reach a point where there is aneed, we certainly will execute as we have in the past.MICHAEL BILERMAN: Okay, thank you.STEVEN TANGER: Thank you, Michael.OPERATOR: Your next question comes from [Kyle Osukanya] withJefferies. Your line is open.KYLE OSUKANYA, ANALYST, JEFFERIES & CO.: Good morning, everyone.Two questions; first of all, with the guidance numbers and thesame-store NOI guidance of 4%, which is slowing down maturely fromwhere you were in 2012. Could you talk a little bit just about whythe slowdown, just kind of given strong fundamental, you are talkingabout the mark to markets still looking very similar in 2013 versus2012, and leasing capacity remaining pretty strong.STEVEN TANGER: Well, I guess that proves everybody has a point ofview that's relative to the marketplace. I think that 4% comp NOIgrowth is terrific, and certainly, compares very favorable to theother mall REITs as a comp NOI growth, considering that we've beengrowing on a comp basis, our NOI for the past 32 quarters. So we aresatisfied with that and that's our current thinking today. You mayrealize that at 98.8% or 98.9% occupancy, we are at your virtualstatistical full occupancy, so we have not provided any income on acomp basis from filling vacancies in this number.KYLE OSUKANYA: Okay.STEVEN TANGER: Okay? So that's how we derive the number; that's ourbest thinking as of today.KYLE OSUKANYA: Okay, that's helpful. Then, again, I just wanted toadd my thoughts of thanks for the extra disclosure on the upperpipeline. Could we get a sense, at this point, just how much you havespent pipeline-wise and also, what you estimate capitalized interestwill be in 2013?FRANK MARCHISELLO: Well, like I mentioned earlier, we have funded ourcapital in National Harbor. We haven't broken ground on the otherprojects, so the funding in those has been fairly minimal. Theexpansion projects are relatively small and I believe, right now, theonly one under construction is Gonzales, and then, in Canada, we havenot begun construction on any of those, so there's very little fundedthere.KYLE OSUKANYA: Okay.FRANK MARCHISELLO: That kind of gives you an idea. I don't have thecapitalized interest number expectation for '13. But I think youshould be able to back into that; if not, feel free to give us a callback and we can discuss it.KYLE OSUKANYA: Okay. But the basic idea -- the basic assumption inyour modeling is that you start to break ground on a lot of thesethings in the back half of 2013, correct?FRANK MARCHISELLO: Second half of '13.STEVEN TANGER: That's correct.KYLE OSUKANYA: Great. Okay, thank you very much.OPERATOR: Your next question comes from Steve Sokwa with ISI Group.Your Page 12 of 16

line is open.STEVE SOKWA, ANALYST, ISI GROUP: Thanks, good morning. Steve, Iwondered if you could just go back on the sales point. I don't wantto draw too much out of one quarter, and I know that the stormimpacted sales a bit. But it still seems even if you adjust for thesales from Sandy, sales of 1.4% was a pretty slow number. I'm justwondering if you have any thoughts about regional performance, and ifthis is just kind of a broader concern you have over things like thepayroll tax kind of kicking back in and kind of taking a bite out ofpeople's wallets. It sounded like from your comments, you are littlemore cautious on sales growth in '13, and I was just trying it totake all that and reconcile, given the sharp slowdown that you saw onsales from Q3 to Q4.STEVEN TANGER: Hi Steve, and good morning. We are cautious, as weusually are, until we get more information on the consumer spending,particularly this year. We -obviously, the increase in the payrolltax and the uncertainty that's being caused in Washington weighs onpeople's minds. We will not raise the guidance on our sales until wesee more clarity, and I don't know what else to tell you. I think,still people want value and they want to shop in outlets and get thebest value on brand names. But until we see more clarity, both fromWashington and consumer spending, we are going to keep our guidancewhere it is.STEVE SOKWA: Is there anything you can kind of give us as you look atthe geography of the sales increases or lack thereof, or maybe byproduct category? Are there things that, by region, look much weakerthan others, were project categories that did much better thanothers?STEVEN TANGER: Steve, unfortunately, we have a small portfolio, asyou are aware. I don't think that we would be a proxy to giveappropriate information with regard to geographic or any sort ofproduct line that would be useful to you.STEVE SOKWA: Okay, thank you.OPERATOR: Your next question comes from Andrew Rosivach with GoldmanSachs. Your line is open.CAITLIN BURROWS, ANALYST, GOLDMAN SACHS: This is actually CaitlinBurrows. This is kind of similar to maybe the question that was justasked, but I know it was only a slight decline and Sandy was duringthe fourth quarter, but then again, Christmas also was. Can youdescribe what factors may have led to the sequential decline in salesper square foot from $381 in the third quarter to $276 in the fourthquarter?STEVEN TANGER: I think you just answered your own questions. Thestorm had a major impact on 25% of our portfolio; of course,Christmas comes every year. But the impact was maybe greater than itmight have been imagined, both in the run-up to Sandy and in theaftermath of Sandy. So it was a major event and it affected, based onthe geography of our properties, 25% of our portfolio.CAITLIN BURROWS: Okay, so then going forward in 2013, obviously,assuming that there is not another huge storm or as additionalcenters are added to the comparable sales portfolio, do you expect itto continue to go up then?STEVEN TANGER: I think we've given guidance on our expectation forsales, and I think we will stick with that.CAITLIN BURROWS: Okay, thank you.OPERATOR: Your next question comes from Rich Moore with RBC CapitalMarkets. Your line is open.RICH MOORE, ANALYST, RBC CAPITAL MARKETS: Hi, good morning, guys. I'dlike to add my thanks for the new disclosure, as well, Frank, andSteve, thank you, as well for the kind comment about analysts, wedon't usually hear those. I want to ask you, in terms of demand,Steve, what do think, as you look beyond 2014. How are retailersthinking about the long-term need for additional outlet center space?Has it changed at all in your mind?STEVEN TANGER: Hi Rich, and good morning. We always love analysts, aswe have, we are celebrating our twentieth year of a public company,and this is about our eightieth conference call. So, we have greatlove and affection for the analyst community.RICH MOORE: Yes, we don't always hear that, so that's very nice ofyou to say.STEVEN TANGER: People have different opinions on the stock, but thebest news is our shareholders last year got close to a 20% totalreturn. The crystal ball out beyond 2014 for our retailers is cloudy,as you might imagine. The CEOs of the -- of our tenant partnerstoday, are still allocating tremendous capital to growing the outletdistribution channel; we have not seen that change. We are workinghard to get our fair share of their allocation of Date Created: Feb-27-2013 new stores in 2013.Several of them have not even announced their allocation for 2014yet, let alone '15 and '16. So we are communicating with ourcustomers on a daily basis, but really, Rich, it's tough for us togive you an answer on that beyond 2013.RICH MOORE: Okay, but no slowdown in enthusiasm, Steve, at least inthe near term?STEVEN TANGER: No slowdown, if anything, more enthusiasm, as otherdistribution channels seem to slowdown.RICH MOORE: Okay, good. Thank you. Frank, on the Other Income line,remind me what's in there and it bounced a little higher thisquarter, and I'm curious how to think about that line as we lookforward.FRANK MARCHISELLO: Other Income is basically -- a majority of that isvendingrelated income, coupon book income, things like that, as wellas some of the net fee income that we earn. We are at about $10.5million this year, I think we projected to go up to maybe $1 millionnext year through additional Other Income and net fees.RICH MOORE: Okay, is there -- I don't remember exactly, is thereseasonality that you expect in that, that's unusual?FRANK MARCHISELLO: It's typically lowest in the first quarter andthen ramps up quarter by quarter. It should be similar to what yousaw into 2012, quarter to quarter.RICH MOORE: All right, good. Thank you, guys.OPERATOR: We still have a few questions in queue, would like to takethem?STEVEN TANGER: Sure.OPERATOR: Okay, thank you very much. Your next question comes fromCarol Kimball with Hilliard Lyons. Your line is open.CAROL KIMBALL, ANALYST, HILLIARD LYONS: Good morning. Thanks fortaking my question. I know earlier in the call, you all mentionedthat you didn't have any acquisitions in the near-term. Did you allbid on the property in Kansas City? Can you talk about if you did thebidding environment for that; what kind of people were looking at theproperty? Were they public REITs, private or how that sale went?STEVEN TANGER: Hi Carol. Yes, we were an active participant in theauction in Kansas City, the property named was The Legends; it was afully marketed transaction. There was -- it was a property that wasforeclosed upon, and this was -- the auction was run by the trustee.There were highly sophisticated public REITs participating, highlysophisticated outlet developers participating, along with privateequity funds. So it was an interesting process to go through. Thewinning bid, by our estimation, was very close to a 6% cap, which fora property that only generated what would have been at about ouraverage sales per square foot, we felt the numbers just didn't workfor us. But we will participate in any property due diligence processwhere we think we can add value. But at the price at 6% for thatasset, we were not willing to go higher.CAROL KIMBALL: Okay, thank you.OPERATOR: Your next question comes from Todd Lukasik withMorningstar. Your line is open.TODD LUKASIK, ANALYST, MORNINGSTAR: Hi, good morning. Thanks forstaying a little longer and taking a few extra questions, Iappreciate it. I just had a question on the US shadow pipeline, andwhether or not you could share your expectation with regards towhether those will come on the balance sheet eventually as whollyowned entities or as joint ventures?STEVEN TANGER: Good morning, Todd. I think it's premature to discuss,as I mentioned before, the shadow pipeline. Right now, it's a mix ofboth joint ventures and wholly-owned, but we will certainly providecomplete disclosure, as the analysts have complimented us on, when weare ready to announce the addition of or the movement from the shadowpipeline to our development pipeline.TODD LUKASIK: Okay, and then, just with regards to the returns in theUS versus the returns in Canada. I think the range is slightly lower,still very good in Canada, but slightly lower than in the US, and Iwas just wondering if you could comment on that. In particular, Ithought that maybe the sort of relative lack of supply of the outletproduct there might provide some better return opportunities than inthe US, but if you could comment on that, that would be great.STEVEN TANGER: There is a scarcity of product in Canada; there alsois a scarcity of developable land. The cost of the land, and the timeinvolved, and the cost of the development process, and theentitlement process, and the construction in Canada due to theclimate is greater than the States'. However, the value creation forour stakeholders is about the same Page 13 of 16

because the resale cap rate inCanada is below the resale cap rate in the States. So we addsignificant value when we open new centers in Canada.TODD LUKASIK: Okay, and is the expectation still for potentiallyaround 10 over the longer term in Canada?STEVEN TANGER: I think we have given guidance in the range of 8% to10%.TODD LUKASIK: In terms of the total number of Canada projects?STEVEN TANGER: Oh, I'm sorry, I misunderstood your question, Todd.Yes, we are still looking -- what did you say for -- about 10projects in Canada?TODD LUKASIK: Yes.STEVEN TANGER: I think that's a reasonable expectation over a 5 yearto 7 year build-out.TODD LUKASIK: Okay, great. Thanks again for taking my questions.OPERATOR: Your next question comes from Nathan Isby with StifelNicolaus. Your line is open.NATHAN ISBY, ANALYST, STIFEL NICOLAUS: Hi, good morning. Just goingback to the same- store NOI guidance question, you did 6% and '12,clearly, a great number. While 4% is what I would call a solidnumber, at the end of the day, it is down from 6%. The 6% was donewithout really any benefit of occupancy lease up in '12, as well, soI'm just curious if you could give some sort of color as to why theremight be a moderation in same-store in '13?FRANK MARCHISELLO: Hey, Nate, it's Frank. As Steve alluded to, wereally don't expect a whole lot of -- we will release some space, but-- and get increases in rents, but we don't really see any movementin occupancy. Last year, we started our guidance at 4% to 5% and wereable to increase that, mainly because sales productivity was higherthan expectations. This year, we are at 4%, hopefully, we will beable to make adjustments to that, but at this point, we are not ableor willing to do so. We expect same type of renewal rate increases,et cetera, last year, but really, just don't have a lot of additionalspace to lease. Our current expectation, like we said, is that saleswill be stable to slightly up. If that changes, then we will be ableto look at the guidance on same center NOI and possibly make someadjustments, but we are not ready to do that yet.NATHAN ISBY: Do you have a fewer number of tenants that are maturing,you are choosing not to renew?STEVEN TANGER: No, the -- as of today, that number is similar to lastyear. But again, it's very early in the year. We will monitor it aswe go forward quarter to quarter, and update our guidance, just as wedid last year. And as -- if we are fortunate to have a ramp-up insales increases, obviously, that impacts on the NOI growth. So giveus another quarter or two, and we will have a better picture for youas to what the year might be. But our current expectation, as we sithere in the middle of February, is a 4% growth. Which, by the way, Ithink, is amongst the highest in the mall REIT sector.NATHAN ISBY: No, I agree; I said that. It is definitely up there.Then just moving to National Harbor. Just curious, has there been anychange in the plans in terms of leasing, in terms of tenant and theoverall scope of the project, given the recent introduction of andapproval of a full-fledged casino?STEVEN TANGER: Thank you for mentioning the casino; it should beanother major draw to National Harbor. In addition to the 2,200 roomconvention hotel, and the Gaylord Hotel that's currently there, thecasino, I believe, will come on stream in probably '14 or '15. Butthe tenant community is not basing their decision on the casino; thatwill be just an overlay of traffic. They are basing the decision thatthis is the closest outlet center to metropolitan Washington, DC, andwe are going to go after the 33 million visitors that come to DC andtry to capture that sales that's out there. And a lot of those 33million people are coming from various parts of the world.NATHAN ISBY: You might even get people driving up from Baltimore.STEVEN TANGER: We might even get the Isby family driving up.(laughter).NATHAN ISBY: All right, thanks.STEVEN TANGER: Thank you, Nate.OPERATOR: There are no further questions at this time. I now turn thecall back over to the presenters.STEVEN TANGER: Well, thank you all for participating on the calltoday, and for your interest in our Company. Tanger is the onlypublic REIT with a pure outlet portfolio. We have a conservativelystructured balance sheet, high brand recognition and a tenuredManagement team with a disciplined development approach. Our strongportfolio of geographically diversified operating properties hashistorically provided significant returns for Date Created: Feb-27-2013 our shareholders, andour external growth pipeline is deeper than it ever has been. Frankand I are always available to answer any other questions you mayhave. Thank you, again. Have a great day and think outlets, thinkTanger.OPERATOR: This concludes today's conference call. You may nowdisconnect.[Thomson Financial reserves the right to make changes to documents,content, or other information on this web site without obligation tonotify any person of such changes.In the conference calls upon which Event Transcripts are based,companies may make projections or other forward-looking statementsregarding a variety of items. Such forward-looking statements arebased upon current expectations and involve risks and uncertainties.Actual results may differ materially from those stated in anyforward-looking statement based on a number of important factors andrisks, which are more specifically identified in the companies' mostrecent SEC filings. 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Cowen Starts Under Armour, Inc. (UA) at Neutral [StreetInsider.com] StreetInsider.com Feb-27-2013 11:46 AM Cowen Starts Under Armour, Inc. at Neutral February 26, 2013 9:32 AM EST Tweet Cowen initiates coverage on Under Armour, Inc. with a Neutral. For an analyst ratings summary and ratings history on Under Armour, Inc. click here. Shares of Under Armour, Inc. closed at $46.69 yesterday, with a 52 week range of $44.07-$107.86.
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Cowen & Company Initiates Coverage on Under Armour, Inc. at Neutral Benzinga Feb-26-2013 12:24 PM Cowen & Company initiates coverage on Under Armour, Inc. (NYSE: UA) with a Neutral rating.http://pro.benzinga.com(c) 2013 Benzinga.com. Benzinga does not provide investment advice. All rights reserved. shareholders be held in May of each year.The company's Bylaws as amended are attached hereto as Exhibit 3.2 and are incorporated by reference herein.Financial Statements and Exhibits.(d) Exhibits.3.2 - Second Amended and Restated BylawsMore information can be viewed at: http://www.sec.gov/Archives/edgar/data/1336917/000133691713000008/a8kbylawamendment.htm For any query with respect to this article or any other content requirement, please contact Editor at htsyndication@hindustantimes.com
How to Improve University Finance Courses [ValueWalk.com] Details on Under Armour's annual report [Washington Business Journal, The (Washington, D.C.)] Washington Business Journal, The (Washington, D.C.) Feb-26-2013 12:20 PM Under Armour Inc. filed its annual report on Monday with federal regulators, and the document sheds light on the sportswear maker s nearly $1.84 billion year, the Baltimore Business Journal reported. For the most part, the report covers previously reported ground, such as Under Armour s apparel sales in 2012 and the growth of company s UA Spine running shoe. ValueWalk.com Feb-25-2013 01:03 AM Most of Friday I spent as judge at the Global Investment Research Challenge for Washington, DC and Baltimore. I really like working with students. They are so earnest, and they work so hard. Last year, the company was Under Armour, which was tough because it was a growth company. This year, the company was Marriott, which I think is even harder to value because of its...
Long-Distance Runner [Wall Street Journal, The (NY)] Tidbits from Under Armour's annual report [Baltimore Business Journal, The (MD)] Baltimore Business Journal, The (MD) Feb-25-2013 08:20 PM Under Armour Inc. filed its annual report on Monday with federal regulators and the document sheds light on the Baltimore sportswear maker s nearly $1.84 billion year. For the most part, the report covers previously-reported ground, such as Under Armour s apparel sales in 2012 and the growth of company s UA Spine running shoe. But it also offers in-depth details... Wall Street Journal, The (NY) Feb-25-2013 12:08 AM Dick's Sporting Goods has been growing smartly, and keeping well ahead of the competition. Its shares could go the distance, too. Commercial Property Transfers [Courier-Journal, The (Louisville, KY)] Courier-Journal, The (Louisville, KY) Feb-24-2013 03:19 PM A roundup of area commercial properties sold recently. FORM 8-K: UNDER ARMOUR FILES CURRENT REPORT [U.S. Fed News] HT Media Feb-25-2013 05:19 AM WASHINGTON, Feb. 24 -- Under Armour Inc., Baltimore, files Form 8-K (current report) with Securities and Exchange Commission on Feb. 21.State or other jurisdiction of incorporation: MarylandAmendments to Articles of Incorporation or Bylaws; Change in Fiscal YearOn February 14, 2013, the Board of Directors of Under Armour, Inc. approved an amendment to Section 1 of the company's Bylaws to remove the requirement that the annual meeting of Date Created: Feb-27-2013
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
______________________________________________
Form 10- K/A

(Amendment No. 1) ______________________________________________ (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or u TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- 33202 _____________________________________________
UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)
_____________________________________________ Maryland 52- 1990078 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1020 Hull Street Baltimore, Maryland 21230 (410) 454- 6428 (Address of principal executive offices) (Zip Code) (Registrants Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock New York Stock Exchange (Title of each class) (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well- known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No u Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes u No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No u Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S- T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes No u Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 or Regulation S- K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or any amendment to this Form 10- K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b- 2 of the Exchange Act. Large accelerated filer Accelerated filer u Non- accelerated filer u (Do not check if a smaller reporting company) Smaller reporting company u Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b- 2 of the Act). Yes u No
As of June 30, 2012, the last business day of our most recently completed second fiscal quarter, the aggregate market value of the registrants Class A Common Stock held by non- affiliates was $3,682,610,640. As of January 31, 2013, there were 83,469,813 shares of Class A Common Stock and 21,300,000 shares of Class B Convertible Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Under Armour, Inc.s Proxy Statement for the Annual Meeting of Stockholders to be held on April 30, 2013 are incorporated by reference in Part III of this Form 10- K.
Table of Contents EXPLANATORY NOTE The Company is filing this Amendment No. 1 to its Annual Report on Form 10K for the fiscal year ended December 31, 2012 (the "Original Filing") solely to correct typographical errors in the certifications contained in Exhibits 31.01, 31.02, 32.01 and 32.02 to the Original Filing. The corrected certifications are filed as Exhibits 31.01, 31.02, 32.01 and 32.02 to this Amendment. Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing. The Original Filing as corrected is hereby refiled in its entirety.
Table of Contents
UNDER ARMOUR, INC. ANNUAL REPORT ON FORM 10- K TABLE OF CONTENTS PART I. Item 1.
Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III. Item 10. Item 11. Item 12. Item 13. Item 14. PART IV. Item 15. SIGNATURES
Business General Products Marketing and Promotion Sales and Distribution Seasonality Product Design and Development Sourcing, Manufacturing and Quality Assurance Inventory Management Intellectual Property Competition Employees Available Information Risk Factors Unresolved Staff Comments Properties Legal Proceedings Executive Officers of the Registrant Mine Safety Disclosures
1 1 2 3 4 4 5 5 6 6 6 7 7 15 16 16 17 18
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Managements Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information
19 21 21 35 37 62 62 62
Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services
63 63 63 63 63
Exhibits and Financial Statement Schedules
64 67
Table of Contents PART I ITEM 1. BUSINESS General Our principal business activities are the development, marketing and distribution of branded performance apparel, footwear and accessories for men, women and youth. The brands moisture- wicking fabrications are engineered in many designs and styles for wear in nearly every climate to provide a performance alternative to traditional products. Our products are sold worldwide and are worn by athletes at all levels, from youth to professional, on playing fields around the globe, as well as by consumers with active lifestyles. Our net revenues are generated primarily from the wholesale distribution of our products to national, regional, independent and specialty retailers. We also generate net revenue from product licensing and from the sale of our products through our direct to consumer sales channel, which includes sales through our factory house and specialty stores and websites. A large majority of our products are sold in North America; however we believe that our products appeal to athletes and consumers with active lifestyles around the globe. Internationally, we sell our products in China and certain countries in Europe. A third party licensee sells our products in Japan and distributors sell our products in other foreign countries. We plan to continue to grow our business over the long term through increased sales of our apparel, footwear and accessories, expansion of our wholesale distribution, growth in our direct to consumer sales channel and expansion in international markets. Virtually all of our products are manufactured by unaffiliated manufacturers operating in 14 countries outside of the United States. We were incorporated as a Maryland corporation in 1996. As used in this report, the terms we, our, us, Under Armour and the Company refer to Under Armour, Inc. and its subsidiaries unless the context indicates otherwise. We have registered trademarks around the globe, including UNDER ARMOUR, HEATGEAR, COLDGEAR, ALLSEASONGEAR and the Under Armour UA Logo, and we have applied to register many other trademarks. This Annual Report on Form 10- K also contains additional trademarks and tradenames of our Company. All trademarks and tradenames appearing in this Annual Report on Form 10- K are the property of their respective holders. Products Our product offerings consist of apparel, footwear and accessories for men, women and youth. We market our products at multiple price levels and provide consumers with products that we believe are a superior alternative to traditional athletic products. In 2012, sales of apparel, footwear and accessories represented 76%, 13% and 9% of net revenues, respectively. Licensing arrangements for the sale of our products represented the remaining 2% of net revenues. Refer to Note 16 to the Consolidated Financial Statements for net revenues by product. Apparel Our apparel is offered in a variety of styles and fits intended to enhance comfort and mobility, regulate body temperature and improve performance regardless of weather conditions. Our apparel is engineered to replace traditional non- performance fabrics in the world of athletics and fitness with performance alternatives designed and merchandised along gearlines. Our three gearlines are marketed to tell a very simple story about our highly technical products and extend across the sporting goods, outdoor and active lifestyle markets. We market our apparel for consumers to choose HEATGEAR when it is hot, COLDGEAR when it is cold and ALLSEASONGEAR between the extremes. Within each gearline our apparel comes in three primary fit types: compression (tight fit), fitted (athletic fit) and loose (relaxed). HEATGEAR is designed to be worn in warm to hot temperatures under equipment or as a single layer. Our first compression T- shirt was the original HEATGEAR product and remains one of our signature styles. While a sweat- soaked traditional non- performance T- shirt can weigh two to three pounds, HEATGEAR is engineered with a microfiber blend designed to wick moisture from the body which helps the body stay cool, dry and light. We offer HEATGEAR in a variety of tops and bottoms in a broad array of colors and styles for wear in the gym or outside in warm weather. Because athletes sweat in cold weather as well as in the heat, COLDGEAR is designed to wick moisture from the body while circulating body heat from hot spots to help maintain core body temperature. Our COLDGEAR apparel provides both dryness and warmth in a single light layer that can be worn beneath a jersey, uniform, protective gear or ski- vest, and our COLDGEAR outerwear products protect the athlete, as well as the coach and the fan from the outside in. Our COLDGEAR products generally sell at higher prices than our other gearlines. ALLSEASONGEAR is designed to be worn in between extreme temperatures and uses technical fabrics to keep the wearer cool and dry in warmer temperatures while preventing a chill in cooler temperatures. 1
Table of Contents Footwear We began offering footwear for men, women and youth in 2006, and each year we have expanded our footwear offerings. Our footwear offerings include football, baseball, lacrosse, softball and soccer cleats, slides, performance training footwear, running footwear, basketball footwear and hunting boots. Our footwear is light, breathable and built with performance attributes for athletes. Our footwear is designed with innovative technologies which provide stabilization, directional cushioning and moisture management engineered to maximize the athletes comfort and control. Accessories Accessories includes the sale of headwear, bags and gloves. Our accessories include HEATGEAR and COLDGEAR technologies and are designed with advanced fabrications to provide the same level of performance as our other products. We also have agreements with our licensees to develop Under Armour accessories. Our product, marketing and sales teams are actively involved in all steps of the design process in order to maintain brand standards and consistency. During 2012, our licensees offered socks, team uniforms, baby and kids apparel, eyewear and inflatable footballs and basketballs that feature performance advantages and functionality similar to our other product offerings. License revenues generated from the sale of these accessories are included in our net revenues. Marketing and Promotion We currently focus on marketing and selling our products to consumers primarily for use in athletics, fitness, training and outdoor activities. We seek to drive consumer demand by building brand equity and awareness that our products deliver advantages that help athletes perform better. Sports Marketing Our marketing and promotion strategy begins with providing and selling our products to high- performing athletes and teams on the high school, collegiate and professional levels. We execute this strategy through outfitting agreements, professional and collegiate sponsorships, individual athlete agreements and by providing and selling our products directly to team equipment managers and to individual athletes. As a result, our products are seen on the field, giving them exposure to various consumer audiences through the internet, television, magazines and live at sporting events. This exposure to consumers helps us establish on- field authenticity as consumers can see our products being worn by high- performing athletes. We are the official outfitter of athletic teams in several high- profile collegiate conferences, and since 2006 we have been an official supplier of footwear to the National Football League (NFL). In 2010, we signed an agreement to become an official supplier of gloves to the NFL beginning in 2011 and we are the official combine scouting partner to the NFL with the right to sell combine training apparel beginning in 2012. In addition, in 2011 we became the Official Performance Footwear Supplier of Major League Baseball, as well as becoming a partner with the National Basketball Association (NBA) which allows us to market our NBA athletes in game uniforms in connection with our basketball footwear starting with the 2011/2012 season. Internationally, we are providing and selling our products to European soccer and rugby teams. Beginning with the 2012 season, we provide the Tottenham Hotspur Football Club with performance apparel, including training wear and playing kit for the Clubs First and Academy teams, together with replica product for the Clubs supporters around the world. Were the official technical kit supplier to the Welsh Rugby Union and have exclusive retail rights on the replica products. We also seek to sponsor events to drive awareness and brand authenticity from a grassroots level. We host combines, camps and clinics for many sports at regional sites across the country for male and female athletes. These events, along with the products we make, are designed to help young athletes improve their training methods and their overall performance. We are also the title sponsor of a collection of high school All- America Games that create significant on- field product and brand exposure that contributes to our on- field authenticity. Media We feature our products in a variety of national digital, broadcast, out- of- home and print media outlets. We also utilize social marketing to engage consumers and promote conversation around our brand and our products. Retail Presentation The primary component of our retail marketing strategy is to increase and brand floor space dedicated to our products within our major retail accounts. The design and funding of Under Armour concept shops within our major retail accounts has 2
Table of Contents been a key initiative for securing prime floor space, educating the consumer and creating an exciting environment for the consumer to experience our brand. Under Armour concept shops enhance our brands presentation within our major retail accounts with a shop- in- shop approach, using dedicated floor space exclusively for our products, including flooring, lighting, walls, displays and images. Sales and Distribution The majority of our sales are generated through wholesale channels which include national and regional sporting goods chains, independent and specialty retailers, department store chains, institutional athletic departments and leagues and teams. In addition, we sell our products to independent distributors in various countries where we generally do not have direct sales operations and through licensees. We also sell our products directly to consumers through our own network of specialty and factory house stores in our North American Operating Segment, and through our website operations in the United States, Canada and certain countries in Europe. These factory house stores serve an important role in our overall inventory management by allowing us to sell a significant portion of excess, discontinued and out- of- season products while maintaining the pricing integrity of our brand in our other distribution channels. Through our specialty stores, consumers experience our brand first- hand and have broader access to our performance products. In 2012, sales through our wholesale, direct to consumer and licensing channels represented 69%, 29% and 2% of net revenues, respectively. We operate in four geographic segments: (1) North America, (2) Europe, the Middle East and Africa (EMEA), (3) Asia, and (4) Latin America. Each geographic segment operates predominantly in one industry: the design, development, marketing and distribution of performance apparel, footwear and accessories. While our international operating segments are currently not material and we combine them into other foreign countries for reporting purposes, we believe that the trend toward performance products is global. We plan to continue to introduce our products and simple merchandising story to athletes throughout the world. We are introducing our performance apparel, footwear and accessories in a manner consistent with our past brand- building strategy, including selling our products directly to teams and individual athletes in these markets, thereby providing us with product exposure to broad audiences of potential consumers. The following table presents net revenues by geographic distribution for each of the years ending December 31, 2012, 2011 and 2010:
2012 (In thousands) Net Revenues % of Net Revenues Year ended December 31, 2011 Net Revenues % of Net Revenues Net Revenues 2010 % of Net Revenues
North America $ 1,726,733 94.1% $ 1,383,346 93.9% $ 997,816 93.8% Other foreign countries 108,188 5.9 89,338 6.1 66,111 6.2 Total net revenues $ 1,834,921 100.0% $ 1,472,684 100.0% $ 1,063,927 100.0% North America North America accounted for 94% of our net revenues for 2012. We sell our branded apparel, footwear and accessories in North America through our wholesale and our own direct to consumer channels. In 2012, our two largest customers were, in alphabetical order, Dicks Sporting Goods and The Sports Authority. These two customers accounted for a total of 22% of our total net revenues in 2012, and one of these customers individually accounted for at least 10% of our net revenues in 2012. Our direct to consumer sales are generated primarily through our specialty and factory house stores and websites. As of December 31, 2012, we had 102 factory house stores in North America, of which the majority is located at outlet centers on the East Coast of the United States. In 2012, we opened our first factory house store in Canada. As of December 31, 2012, we had 5 specialty stores in North America, located near Annapolis, Maryland, Chicago, Illinois, Boston, Massachusetts, Washington, D.C., and Vail, Colorado. Consumers can purchase our products directly from our e- commerce website, www.underarmour.com. In addition, we earn licensing income in North America based on our licensees sale of socks, team uniforms, baby and kids apparel, eyewear and inflatable footballs and basketballs, as well as the distribution of our products to college bookstores and golf pro shops. In order to maintain consistent quality and performance, we pre- approve all products manufactured and sold by our licensees, and our quality assurance team strives to ensure that the products meet the same quality and compliance standards as the products that we sell directly. We distribute the majority of our products sold to our North American wholesale customers and our own retail stores from distribution centers of approximately 703.6 thousand square feet that we lease and operate approximately 15 miles from our corporate headquarters in Baltimore, Maryland. In addition, we distribute our products in North America through a third3
Table of Contents party logistics provider with primary locations in California and in Florida. In late 2011, we began leasing a new distribution facility in California of approximately 1,197.0 thousand square feet which is also operated by this provider. The agreement with this provider continues until May 2023. In some instances, we arrange to have products shipped from the independent factories that manufacture our products directly to customer- designated facilities. Other Foreign Countries Only 6% of our net revenues were generated outside of North America in 2012. We believe the future success of our brand is dependent on developing our business outside of North America. EMEA We sell our apparel, footwear and accessories to approximately four thousand retail stores and through our websites in certain European countries. We also sell our apparel, footwear and accessories to independent distributors in various European countries where we do not have direct sales operations. In addition, we sell our branded products to soccer, running and golf clubs in the United Kingdom, soccer teams in France, Germany, Greece, Ireland, Italy, Spain and Sweden, as well as First Division Rugby clubs in France, Ireland, Italy and the United Kingdom. In 2012, we began selling the Tottenham Hotspur Football Club replica product for the Clubs supporters around the world. We generally distribute our products to our retail customers and e- commerce consumers in EMEA through a thirdparty logistics provider based out of Venlo, The Netherlands. This agreement continues until April 2014. Asia Since 2002 we have had a license agreement with Dome Corporation, which produces, markets and sells our branded apparel, footwear and accessories in Japan. We are actively involved with this licensee to develop variations of our products for the different sizes, sports interests and preferences of the Japanese consumer. Our branded products are now sold in Japan to professional sports teams, including Omiya Ardija, a professional soccer club in Saitama, Japan, as well as baseball and other soccer teams, and to independent specialty stores and large sporting goods retailers. We made a cost- based minority investment in Dome Corporation in January 2011. We also sell our apparel, footwear and accessories to independent distributors in Australia and New Zealand where we do not have direct sales operations. As of December 31, 2012, we had 2 specialty stores located in Shanghai, China. We generally distribute our products to our retail customers in Asia through a thirdparty logistics provider based out of Hong Kong. Latin America We sell to Latin American consumers through independent distributors in Latin American countries where we do not have direct sales operations. We generally distribute our products to these independent distributors through our distribution facilities in the United States. Seasonality Historically, we have recognized a significant portion of our income from operations in the last two quarters of the year, driven primarily by increased sales volume of our products during the fall selling season, reflecting our historical strength in fall sports, and the seasonality of our higher priced COLDGEAR line. The majority of our net revenues were generated during the last two quarters in each of 2012, 2011 and 2010, respectively. The level of our working capital generally reflects the seasonality and growth in our business. We generally expect inventory, accounts payable and certain accrued expenses to be higher in the second and third quarters in preparation for the fall selling season. Product Design and Development Our products are manufactured with technical fabrications produced by third parties and developed in collaboration with our product development team. This approach enables us to select and create superior, technically advanced fabrics, produced to our specifications, while focusing our product development efforts on design, fit, climate and product end use. We seek to regularly upgrade and improve our products with the latest in innovative technology while broadening our product offerings. Our goal, to deliver superior performance in all our products, provides our developers and licensees with a clear, overarching direction for the brand and helps them identify new opportunities to create performance products that meet 4
Table of Contents the changing needs of athletes. We design products with visible technology, utilizing color, texture and fabrication to enhance our customers perception and understanding of product use and benefits. Our product development team works closely with our sports marketing and sales teams as well as professional and collegiate athletes to identify product trends and determine market needs. For example, these teams worked closely to identify the opportunity and market for our CHARGED COTTON products, which are made from natural cotton but perform like our synthetic products, drying faster and wicking away moisture from the body, and our Storm Fleece products with a unique, water- resistant finish that repels water, without stifling airflow. In 2012, in partnership with Swiss Company, Schoeller, we launched coldblack technology which repels heat created from the sun to keep the wearer cooler outside. Sourcing, Manufacturing and Quality Assurance Many of the specialty fabrics and other raw materials used in our products are technically advanced products developed by third parties and may be available, in the short term, from a limited number of sources. The fabric and other raw materials used to manufacture our products are sourced by our manufacturers from a limited number of suppliers pre- approved by us. In 2012, approximately 50% to 55% of the fabric used in our products came from five suppliers. These fabric suppliers have locations in China, Malaysia, Mexico, Taiwan and Vietnam. We continue to seek new suppliers and believe, although there can be no assurance, that this concentration will decrease over time. The fabrics used by our suppliers and manufacturers are primarily synthetic fabrics and involve raw materials, including petroleum based products, that may be subject to price fluctuations and shortages. In 2011, we introduced CHARGED COTTON products which primarily use cotton fabrics that also may be subject to price fluctuations and shortages. Substantially all of our products are manufactured by unaffiliated manufacturers and, in 2012, ten manufacturers produced approximately 49% of our products. In 2012, our products were manufactured by 27 primary manufacturers, operating in 14 countries, with approximately 53% of our products manufactured in Asia, 19% in Central and South America,18% in the Middle East and 8% in Mexico. All manufacturers are evaluated for quality systems, social compliance and financial strength by our quality assurance team prior to being selected and on an ongoing basis. Where appropriate, we strive to qualify multiple manufacturers for particular product types and fabrications. We also seek out vendors that can perform multiple manufacturing stages, such as procuring raw materials and providing finished products, which helps us to control our cost of goods sold. We enter into a variety of agreements with our manufacturers, including non- disclosure and confidentiality agreements, and we require that all of our manufacturers adhere to a code of conduct regarding quality of manufacturing and working conditions and other social concerns. We do not, however, have any long term agreements requiring us to utilize any manufacturer, and no manufacturer is required to produce our products in the long term. We have a subsidiary in Hong Kong to support our manufacturing, quality assurance and sourcing efforts for apparel and a subsidiary in Guangzhou, China to support our manufacturing, quality assurance and sourcing efforts for footwear and accessories. We also manufacture a limited number of apparel products on- premises in our quick turn, Special Make- Up Shop located at one of our distribution facilities in Maryland. Through this 17,000 square- foot shop, we are able to build and ship apparel products on tight deadlines for high- profile athletes, leagues and teams. While the apparel products manufactured in the quick turn, Special Make- Up Shop represent an immaterial portion of our total net revenues, we believe the facility helps us to provide superior service to select customers. Inventory Management Inventory management is important to the financial condition and operating results of our business. We manage our inventory levels based on any existing orders, anticipated sales and the rapid- delivery requirements of our customers. Our inventory strategy is focused on continuing to meet consumer demand while improving our inventory efficiency over the long term by putting systems and processes in place to improve our inventory management. These systems and processes are designed to improve our forecasting and supply planning capabilities. In addition to systems and processes, key areas of focus that we believe will enhance inventory performance are SKU rationalization, added discipline around the purchasing of product, production lead time reduction, and better planning and execution in selling of excess inventory through our factory house stores and other liquidation channels. Our practice, and the general practice in the apparel, footwear and accessory industries, is to offer retail customers the right to return defective or improperly shipped merchandise. As it relates to new product introductions, which can often require large initial launch shipments, we commence production before receiving orders for those products from time to time. This can affect our inventory levels as we build pre- launch quantities. 5
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Intellectual Property We believe we own the internally developed material trademarks used in connection with the marketing, distribution and sale of all our products, both domestically and internationally, where our products are currently sold or manufactured. Our major trademarks include the UA Logo and UNDER ARMOUR, both of which are registered in the United States, Canada, Mexico, the European Union, Japan, China and several other foreign countries in which we sell or plan to sell our products. We also own trademark registrations for UA, ARMOUR, HEATGEAR, COLDGEAR, ALLSEASONGEAR, PROTECT THIS HOUSE, I WILL,THE ADVANTAGE IS UNDENIABLE , ARMOUR BRA, MPZ, BOXERJOCK, RECHARGE, COMBINE, CHARGED COTTON, MICRO G and several other trademarks, including numerous trademarks that incorporate the term ARMOUR such as ARMOURBITE, ARMOURLOFT, ARMOURSTORM, ARMOUR FLEECE, BABY ARMOUR, and several others. In addition, we have applied to register numerous other trademarks including ARE YOU FROM HERE?TM, ARMOUR39TM and COLDGEAR INFRAREDTM. We also own domain names for our primary trademarks (most notably underarmour.com and ua.com) and hold copyright registrations for several commercials, as well as for certain artwork. We intend to continue to strategically register, both domestically and internationally, trademarks and copyrights we utilize today and those we develop in the future. We will continue to aggressively police our trademarks and pursue those who infringe, both domestically and internationally. We believe the distinctive trademarks we use in connection with our products are important in building our brand image and distinguishing our products from those of others. These trademarks are among our most valuable assets. In addition to our distinctive trademarks, we also place significant value on our trade dress, which is the overall image and appearance of our products, and we believe our trade dress helps to distinguish our products in the marketplace. The intellectual property rights in much of the technology, materials and processes used to manufacture our products are often owned or controlled by our suppliers. However, we seek to protect certain innovative products and features that we believe to be new, strategic and important to our business. In 2012, we filed several patent applications in connection with certain of our products and designs that we believe offer a unique utility or function. We will continue to file patent applications where we deem appropriate to protect our inventions and designs, and we expect the number of applications to grow as our business grows and as we continue to innovate. Competition The market for performance apparel, footwear and accessories is highly competitive and includes many new competitors as well as increased competition from established companies expanding their production and marketing of performance products. The fabrics and technology used in manufacturing our products are generally not unique to us, and we do not currently own any fabric or process patents. Many of our competitors are large apparel, footwear and sporting goods companies with strong worldwide brand recognition and significantly greater resources than us, such as Nike and adidas. We also compete with other manufacturers, including those specializing in outdoor apparel, and private label offerings of certain retailers, including some of our customers. In addition, we must compete with others for purchasing decisions, as well as limited floor space at retailers. We believe we have been successful in this area because of the relationships we have developed and as a result of the strong sales of our products. However, if retailers earn higher margins from our competitors products, they may favor the display and sale of those products. We believe we have been able to compete successfully because of our brand image and recognition, the performance and quality of our products and our selective distribution policies. We also believe our focused gearline merchandising story differentiates us from our competition. In the future we expect to compete for consumer preferences and expect that we may face greater competition on pricing. This may favor larger competitors with lower production costs per unit that can spread the effect of price discounts across a larger array of products and across a larger customer base than ours. The purchasing decisions of consumers for our products often reflect highly subjective preferences that can be influenced by many factors, including advertising, media, product sponsorships, product improvements and changing styles. Employees As of December 31, 2012, we had approximately fifty nine hundred employees, including approximately thirty two hundred in our factory house and specialty stores and nine hundred at our distribution facilities. Approximately nineteen hundred of our employees were full- time. Most of our employees are located in the United States and none of our employees are currently covered by a collective bargaining agreement. We have had no labor- related work stoppages, and we believe our relations with our employees are good. 6
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Available Information We will make available free of charge on or through our website at www.underarmour.com our annual reports on Form 10- K, quarterly reports on Form 10- Q, current reports on Form 8- K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we file these materials with the Securities and Exchange Commission. We also post on this website our key corporate governance documents, including our board committee charters, our corporate governance guidelines and our ethics policy. ITEM 1A. RISK FACTORS Forward- Looking Statements Some of the statements contained in this Form 10- K and the documents incorporated herein by reference 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 Form 10- K and the documents incorporated herein by reference 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 forwardlooking 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 these forward- looking statements, including, but not limited to, those factors described in Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations. These factors include without limitation: 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, including new and expanded domestic and international distribution channels; 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 retain the services of our senior management and key employees. The forward- looking statements contained in this Form 10- K reflect our views and assumptions only as of the date of this Form 10- K. 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. 7
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Our results of operations and financial condition could be adversely affected by numerous risks. You should carefully consider the risk factors detailed below in conjunction with the other information contained in this Form 10- K. Should any of these risks actually materialize, our business, financial condition and future prospects could be negatively impacted. During a downturn in the economy, consumer purchases of discretionary items are affected, which could materially harm our sales, profitability and financial condition. Many of our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, the availability of consumer credit and consumer confidence in future economic conditions. Consumer purchases of discretionary items tend to decline during recessionary periods when disposable income is lower or during other periods of economic instability or uncertainty. We have limited experience operating a business during a recessionary period or during periods of slow economic growth and high unemployment and can therefore not predict the full impact of a downturn in the economy on our sales and profitability, including how our business responds when the economy is recovering from a recession or periods of slow growth. A downturn in the economy in markets in which we sell our products may materially harm our sales, profitability and financial condition. If the financial condition of our retail customers declines, our financial condition and results of operations could be adversely impacted. We extend credit to our customers based on an assessment of a customers financial condition, generally without requiring collateral. We face increased risk of order reduction or cancellation when dealing with financially ailing customers or customers struggling with economic uncertainty. A slowing economy in our key markets or a continued decline in consumer purchases of sporting goods generally could have an adverse effect on the financial health of our retail customers, which could in turn have an adverse effect on our sales, our ability to collect on receivables and our financial condition. A decline in sales to, or the loss of, one or more of our key customers could result in a material loss of net revenues and negatively impact our prospects for growth. In 2012, approximately 22% of our net revenues were generated from sales to our two largest customers. We currently do not enter into long term sales contracts with these or our other key customers, relying instead on our relationships with these customers and on our position in the marketplace. As a result, we face the risk that one or more of these key customers may not increase their business with us as we expect, or may significantly decrease their business with us or terminate their relationship with us. The failure to increase our sales to these customers as much as we anticipate would have a negative impact on our growth prospects and any decrease or loss of these key customers business could result in a material decrease in our net revenues and net income. If we continue to grow at a rapid pace, we may not be able to effectively manage our growth and the increased complexity of a global business and as a result our brand image, net revenues and profitability may decline. We have expanded our operations rapidly since our inception and our net revenues have increased to $1,834.9 million in 2012 from $725.2 million in 2008. If our operations continue to grow at a rapid pace, we may experience difficulties in obtaining sufficient raw materials and manufacturing capacity to produce our products, as well as delays in production and shipments, as our products are subject to risks associated with overseas sourcing and manufacturing. We could be required to continue to expand our sales and marketing, product development and distribution functions, to upgrade our management information systems and other processes and technology, and to obtain more space to support our expanding workforce. This expansion could increase the strain on these and other resources, and we could experience serious operating difficulties, including difficulties in hiring, training and managing an increasing number of employees. In addition, as our business becomes more complex through the introduction of more new products and the expansion of our distribution channels, including additional specialty and factory house stores and expanded distribution in malls and department stores, and expanded international distribution, these operational strains and other difficulties could increase. These difficulties could result in the erosion of our brand image and a decrease in net revenues and net income. If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products, we may not be able to maintain or increase our net revenues and profitability. Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty. Our new products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of performance or other sports products or away from these types of products altogether, and our future success 8
Table of Contents depends in part on our ability to anticipate and respond to these changes. Failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower sales and excess inventory levels. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, highquality products. In addition, if we fail to introduce technical innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial expense to remedy the problems. The failure to effectively introduce new products and enter into new product categories that are accepted by consumers could result in a decrease in net revenues and excess inventory levels, which could have a material adverse effect on our financial condition. Our results of operations could be materially harmed if we are unable to accurately forecast demand for our products. To ensure adequate inventory supply, we must forecast inventory needs and place orders with our manufacturers before firm orders are placed by our customers. In addition, a significant portion of our net revenues are generated by at- once orders for immediate delivery to customers, particularly during our historical peak season from August through November. If we fail to accurately forecast customer demand we may experience excess inventory levels or a shortage of product to deliver to our customers. Factors that could affect our ability to accurately forecast demand for our products include: an increase or decrease in consumer demand for our products; our failure to accurately forecast consumer acceptance for our new products; product introductions by competitors; unanticipated changes in general market conditions or other factors, which may result in cancellations of advance orders or a reduction or increase in the rate of reorders placed by retailers; the impact on consumer demand due to unseasonable weather conditions; weakening of economic conditions or consumer confidence in future economic conditions, which could reduce demand for discretionary items, such as our products; and terrorism or acts of war, or the threat thereof, or political instability or unrest which could adversely affect consumer confidence and spending or interrupt production and distribution of product and raw materials. Inventory levels in excess of customer demand may result in inventory write- downs or write- offs and the sale of excess inventory at discounted prices, which would have an adverse effect on gross margin. In addition, if we underestimate the demand for our products, our manufacturers may not be able to produce products to meet our customer requirements, and this could result in delays in the shipment of our products and our ability to recognize revenue, as well as damage to our reputation and customer relationships. The difficulty in forecasting demand also makes it difficult to estimate our future results of operations and financial condition from period to period. A failure to accurately predict the level of demand for our products could adversely impact our profitability. We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can, resulting in a loss of our market share and a decrease in our net revenues and gross profit. The market for performance apparel, footwear and accessories is highly competitive and includes many new competitors as well as increased competition from established companies expanding their production and marketing of performance products. Because we currently do not own any fabric or process patents, our current and future competitors are able to manufacture and sell products with performance characteristics and fabrications similar to our products. Many of our competitors are large apparel and footwear companies with strong worldwide brand recognition. Due to the fragmented nature of the industry, we also compete with other manufacturers, including those specializing in outdoor apparel and private label offerings of certain retailers, including some of our retail customers. Many of our competitors have significant competitive advantages, including greater financial, distribution, marketing and other resources, longer operating histories, better brand recognition among consumers, more experience in global markets and greater economies of scale. In addition, our competitors have long term relationships with our key retail customers that are potentially more important to those customers because of the significantly larger volume and product mix that our competitors sell to them. As a result, these competitors may be better equipped than we are to influence consumer preferences or otherwise increase their market share by: quickly adapting to changes in customer requirements; 9
Table of Contents readily taking advantage of acquisition and other opportunities; discounting excess inventory that has been written down or written off; devoting resources to the marketing and sale of their products, including significant advertising, media placement, partnerships and product endorsement; adopting aggressive pricing policies; and engaging in lengthy and costly intellectual property and other disputes. In addition, while one of our growth strategies is to increase floor space for our products in retail stores and generally expand our distribution to other retailers, retailers have limited resources and floor space, and we must compete with others to develop relationships with them. Increased competition by existing and future competitors could result in reductions in floor space in retail locations, reductions in sales or reductions in the prices of our products, and if retailers earn greater margins from our competitors products, they may favor the display and sale of those products. Our inability to compete successfully against our competitors and maintain our gross margin could have a material adverse effect on our business, financial condition and results of operations. Our profitability may decline as a result of increasing pressure on margins. Our industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products and changes in consumer demand. These factors may cause us to reduce our prices to retailers and consumers, which could cause our profitability to decline if we are unable to offset price reductions with comparable reductions in our operating costs. This could have a material adverse effect on our results of operations and financial condition. Fluctuations in the cost of products could negatively affect our operating results. The fabrics used by our suppliers and manufacturers are made of raw materials including petroleum- based products and cotton. Significant price fluctuations or shortages in petroleum or other raw materials can materially adversely affect our cost of goods sold, results of operations and financial condition. We rely on thirdparty suppliers and manufacturers to provide fabrics for and to produce our products, and we have limited control over these suppliers and manufacturers and may not be able to obtain quality products on a timely basis or in sufficient quantity. Many of the specialty fabrics used in our products are technically advanced textile products developed by third parties and may be available, in the short- term, from a very limited number of sources. Substantially all of our products are manufactured by unaffiliated manufacturers, and, in 2012, ten manufacturers produced approximately 49% of our products. We have no long term contracts with our suppliers or manufacturing sources, and we compete with other companies for fabrics, raw materials, production and import quota capacity. We may experience a significant disruption in the supply of fabrics or raw materials from current sources or, in the event of a disruption, we may be unable to locate alternative materials suppliers of comparable quality at an acceptable price, or at all. In addition, our unaffiliated manufacturers may not be able to fill our orders in a timely manner. If we experience significant increased demand, or we lose or need to replace an existing manufacturer or supplier as a result of adverse economic conditions or other reasons, additional supplies of fabrics or raw materials or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, or suppliers or manufacturers may not be able to allocate sufficient capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing or fabric sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers on our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of fabric or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower net revenues and net income both in the short and long term. We have occasionally received, and may in the future continue to receive, shipments of product that fail to conform to our quality control standards. In that event, unless we are able to obtain replacement products in a timely manner, we risk the loss of net revenues resulting from the inability to sell those products and related increased administrative and shipping costs. In addition, because we do not control our manufacturers, products that fail to meet our standards or other unauthorized products could end up in the marketplace without our knowledge, which could harm our brand and our reputation in the marketplace. 10
Table of Contents Labor disruptions at ports or our suppliers or manufacturers may adversely affect our business. Our business depends on our ability to source and distribute products in a timely manner. As a result, we rely on the free flow of goods through open and operational ports worldwide and on a consistent basis from our suppliers and manufacturers. Labor disputes at various ports or at our suppliers or manufacturers create significant risks for our business, particularly if these disputes result in work slowdowns, lockouts, strikes or other disruptions during our peak importing or manufacturing seasons, and could have an adverse effect on our business, potentially resulting in canceled orders by customers, unanticipated inventory accumulation or shortages and reduced net revenues and net income. Our limited operating experience and limited brand recognition in new markets may limit our expansion strategy and cause our business and growth to suffer. Our future growth depends in part on our expansion efforts outside of the North America. During the year ended December 31, 2012, 94% of our net revenues were earned in North America. We have limited experience with regulatory environments and market practices outside of North America, and may face difficulties in expanding to and successfully operating in markets outside of North America. In connection with expansion efforts outside of North America, we may face cultural and linguistic differences, differences in regulatory environments, labor practices and market practices and difficulties in keeping abreast of market, business and technical developments and customers tastes and preferences. We may also encounter difficulty expanding into new markets because of limited brand recognition leading to delayed acceptance of our products. Failure to develop new markets outside of North America will limit our opportunities for growth. The operations of many of our manufacturers are subject to additional risks that are beyond our control and that could harm our business. In 2012, our products were manufactured by 27 primary manufacturers, operating in 14 countries. Of these, ten manufactured approximately 49% of our products, at locations in Cambodia, China, El Salvador, Honduras, Jordan, Mexico, Nicaragua and the Philippines. During 2012, approximately 53% of our products were manufactured in Asia, 19% in Central and South America,18% in the Middle East and 8% in Mexico. As a result of our international manufacturing, we are subject to risks associated with doing business abroad, including: political or labor unrest, terrorism and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured; currency exchange fluctuations; the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes and other charges on imports, trade restrictions and restrictions on the transfer of funds, as well as rules and regulations regarding climate change; reduced protection for intellectual property rights in some countries; disruptions or delays in shipments; and changes in local economic conditions in countries where our manufacturers and suppliers are located. Sales of performance products may not continue to grow and this could adversely impact our ability to grow our business. We believe continued growth in industry- wide sales of performance apparel, footwear and accessories will be largely dependent on consumers continuing to transition from traditional alternatives to performance products. If consumers are not convinced these products are a better choice than traditional alternatives, growth in the industry and our business could be adversely affected. In addition, because performance products are often more expensive than traditional alternatives, consumers who are convinced these products provide a better alternative may still not be convinced they are worth the extra cost. If industry- wide sales of performance products do not grow, our ability to continue to grow our business and our financial condition and results of operations could be materially adversely impacted. Our revolving credit facility provides our lenders with a first- priority lien against substantially all of our assets and contains financial covenants and other restrictions on our actions, and it could therefore limit our operational flexibility or otherwise adversely affect our financial condition. We have, from time to time, financed our liquidity needs in part from borrowings made under a revolving credit facility. Our revolving credit facility provides for a committed revolving credit line of up to $300.0 million. The agreement for our revolving credit facility contains a number of restrictions that limit our ability, among other things, to: 11
Table of Contents use our accounts receivable, inventory, trademarks and most of our other assets as security in other borrowings or transactions; incur additional indebtedness; sell certain assets; make certain investments; guarantee certain obligations of third parties; undergo a merger or consolidation; and materially change our line of business. Our revolving credit facility also provides the lenders with the ability to reduce the borrowing base, even if we are in compliance with all conditions of the revolving credit facility, upon a material adverse change to our business, properties, assets, financial condition or results of operations. In addition, we must maintain a certain leverage ratio and interest coverage ratio as defined in the credit agreement. Failure to comply with these operating or financial covenants could result from, among other things, changes in our results of operations or general economic conditions. These covenants may restrict our ability to engage in transactions that would otherwise be in our best interests. Failure to comply with any of the covenants under the credit agreement could result in a default. In addition, the credit agreement includes a cross default provision whereby an event of default under certain other debt obligations will be considered an event of default under the credit agreement. A default under the credit agreement could cause the lenders to accelerate the timing of payments and exercise their lien on essentially all of our assets, which would have a material adverse effect on our business, operations, financial condition and liquidity. In addition, because borrowings under the revolving credit facility bear interest at variable interest rates, which we do not anticipate hedging against, increases in interest rates would increase our cost of borrowing, resulting in a decline in our net income and cash flow. There were no amounts outstanding under our revolving credit facility as of December 31, 2012. We may need to raise additional capital required to grow our business, and we may not be able to raise capital on terms acceptable to us or at all. Growing and operating our business will require significant cash outlays and capital expenditures and commitments. If cash on hand and cash generated from operations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through debt or equity financing, to fund our growth. We may not be able to raise needed cash on terms acceptable to us or at all. Financing may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current price per share of our common stock. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business. Our operating results are subject to seasonal and quarterly variations in our net revenues and net income, which could adversely affect the price of our Class A Common Stock. We have experienced, and expect to continue to experience, seasonal and quarterly variations in our net revenues and net income. These variations are primarily related to increased sales of our products during the fall season, reflecting our historical strength in fall sports, and the seasonality of sales of our higher priced COLDGEAR line. The majority of our net revenues were generated during the last two quarters in each of 2012, 2011 and 2010, respectively. Our quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including, among other things, the timing and introduction of advertising for new products and changes in our product mix. Variations in weather conditions may also have an adverse effect on our quarterly results of operations. For example, warmer than normal weather conditions throughout the fall or winter may reduce sales of our COLDGEAR line, leaving us with excess inventory and operating results below our expectations. As a result of these seasonal and quarterly fluctuations, we believe that comparisons of our operating results between different quarters within a single year are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance. Any seasonal or quarterly fluctuations that we report in the future may not match the expectations of market analysts and investors. This could cause the price of our Class A Common Stock to fluctuate significantly. 12
Table of Contents The value of our brand and sales of our products could be diminished if we are associated with negative publicity. We require our suppliers, independent manufacturers and licensees of our products to operate their businesses in compliance with the laws and regulations that apply to them as well as the social and other standards and policies we impose on them. We do not control these suppliers, manufacturers or licensees or their labor practices. A violation of our policies, labor laws or other laws by our suppliers, manufacturers or licensees could interrupt or otherwise disrupt our sourcing or damage our brand image. Negative publicity regarding the production methods of any of our suppliers, manufacturers or licensees could adversely affect our reputation and sales and force us to locate alternative suppliers, manufacturing sources or licensees. In addition, we have sponsorship contracts with a variety of athletes and feature those athletes in our advertising and marketing efforts, and many athletes and teams use our products, including those teams or leagues for which we are an official supplier. Actions taken by athletes, teams or leagues associated with our products could harm the reputations of those athletes, teams or leagues. As a result, our brand image, net revenues and profitability could be adversely affected. Sponsorships and designations as an official supplier may become more expensive and this could impact the value of our brand image. A key element of our marketing strategy has been to create a link in the consumer market between our products and professional and collegiate athletes. We have developed licensing agreements to be the official supplier of performance apparel and footwear to a variety of sports teams and leagues at the collegiate and professional level and sponsorship agreements with athletes. However, as competition in the performance apparel and footwear industry has increased, the costs associated with athlete sponsorships and official supplier licensing agreements have increased, including the costs associated with obtaining and retaining these sponsorships and agreements. If we are unable to maintain our current association with professional and collegiate athletes, teams and leagues, or to do so at a reasonable cost, we could lose the on- field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments. As a result, our brand image, net revenues, expenses and profitability could be materially adversely affected. If we encounter problems with our distribution system, our ability to deliver our products to the market could be adversely affected. We rely on a limited number of distribution facilities for our product distribution. Our distribution facilities utilize computer controlled and automated equipment, which means the operations are complicated and may be subject to a number of risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. In addition, because many of our products are distributed from two nearby locations in Maryland, our operations could also be interrupted by floods, fires or other natural disasters near our distribution facilities, as well as labor difficulties. We maintain business interruption insurance, but it may not adequately protect us from the adverse effects that could be caused by significant disruptions in our distribution facilities, such as the long term loss of customers or an erosion of our brand image. In addition, our distribution capacity is dependent on the timely performance of services by third parties, including the shipping of product to and from our distribution facilities. If we encounter problems with our distribution facilities, our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies could be materially adversely affected. We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology could harm our ability to effectively operate our business. Our ability to effectively manage and maintain our inventory and internal reports, and to ship products to customers and invoice them on a timely basis depends significantly on our enterprise resource planning, warehouse management, and other information systems. The failure of these systems to operate effectively or to integrate with other systems, or a breach in security of these systems could cause delays in product fulfillment and reduced efficiency of our operations, and it could require significant capital investments to remediate any such failure, problem or breach. Hackers and data thieves are increasingly sophisticated and operate large scale and complex automated attacks. Any breach of our network may result in the loss of valuable business data, our customers or employees personal information or a disruption of our business, which could give rise to unwanted media attention, damage our customer relationships and reputation and result in lost sales, fines or lawsuits. In addition, we must comply with increasingly complex regulatory standards enacted to protect this business and personal data. An inability to maintain compliance with these regulatory standards could subject us to legal risks. 13
Table of Contents Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability. We are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective income tax rate could be adversely affected in the future by a number of factors, including: changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, the outcome of income tax audits in various jurisdictions around the world, and any repatriation of non- US earnings for which we have not previously provided for U.S. taxes. We regularly assess all of these matters to determine the adequacy of our tax provision, which is subject to significant discretion. Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns. From time to time, we may invest in business infrastructure, new businesses, and expansion of existing businesses, such as recent investments in our direct to consumer sales channel or our recent minority investment in our Japanese licensee. These investments require substantial cash investments and management attention. We believe cost effective investments are essential to business growth and profitability. However, significant investments are subject to typical risks and uncertainties inherent in acquiring or expanding a business. The failure of any significant investment to provide the returns or profitability we expect could have a material adverse effect on our financial results and divert management attention from more profitable business operations. Our future success is substantially dependent on the continued service of our senior management and other key employees. Our future success is substantially dependent on the continued service of our senior management and other key employees, particularly Kevin A. Plank, our founder, Chairman, Chief Executive Officer and President. The loss of the services of our senior management or other key employees could make it more difficult to successfully operate our business and achieve our business goals. We also may be unable to retain existing management, product creation, sales, marketing, operational and other support personnel that are critical to our success, which could result in harm to key customer relationships, loss of key information, expertise or know- how and unanticipated recruitment and training costs. If we are unable to attract and retain new team members, including senior management, we may not be able to achieve our business objectives. Our growth has largely been the result of significant contributions by our current senior management, product design teams and other key employees. However, to be successful in continuing to grow our business, we will need to continue to attract, retain and motivate highly talented management and other employees with a range of skills and experience. Competition for employees in our industry is intense and we have experienced difficulty from time to time in attracting the personnel necessary to support the growth of our business, and we may experience similar difficulties in the future. If we are unable to attract, assimilate and retain management and other employees with the necessary skills, we may not be able to grow or successfully operate our business. Our failure to comply with trade and other regulations could lead to investigations or actions by government regulators and negative publicity. The labeling, distribution, importation, marketing and sale of our products are subject to extensive regulation by various federal agencies, including the Federal Trade Commission, Consumer Product Safety Commission and state attorneys general in the U.S., as well as by various other federal, state, provincial, local and international regulatory authorities in the locations in which our products are distributed or sold. If we fail to comply with those regulations, we could become subject to significant penalties or claims, which could harm our results of operations or our ability to conduct our business. In addition, the adoption of new regulations or changes in the interpretation of existing regulations may result in significant compliance costs or discontinuation of product sales and may impair the marketing of our products, resulting in significant loss of net revenues. Kevin Plank, our Chairman, Chief Executive Officer and President controls the majority of the voting power of our common stock. Our Class A Common Stock, or Class A Stock, has one vote per share and our Class B Convertible Common Stock, or Class B Stock, has 10 votes per share. Our Chairman, Chief Executive Officer and President, Kevin A. Plank, beneficially owns all outstanding shares of Class B Stock. As a result, Mr. Plank has the majority voting control and is able to direct the election of all of the members of our Board of Directors and other matters we submit to a vote of our stockholders. This concentration 14
Table of Contents of voting control may have various effects including, but not limited to, delaying or preventing a change of control. The Class B Stock automatically converts to Class A Stock when Mr. Plank beneficially owns less than 15.0% of the total number of shares of Class A and Class B Stock outstanding. Otherwise the Class B Stock does not convert to Class A Stock until Mr. Plank's death or disability. As a result, Mr. Plank can retain his voting control even after he is no longer affiliated with the Company. Our fabrics and manufacturing technology are not patented and can be imitated by our competitors. The intellectual property rights in the technology, fabrics and processes used to manufacture our products are generally owned or controlled by our suppliers and are generally not unique to us. Our ability to obtain patent protection for our products is limited and we currently own no fabric or process patents. As a result, our current and future competitors are able to manufacture and sell products with performance characteristics and fabrications similar to our products. Because many of our competitors have significantly greater financial, distribution, marketing and other resources than we do, they may be able to manufacture and sell products based on our fabrics and manufacturing technology at lower prices than we can. If our competitors do sell similar products to ours at lower prices, our net revenues and profitability could be materially adversely affected. Our trademark and other proprietary rights could potentially conflict with the rights of others and we may be prevented from selling some of our products. Our success depends in large part on our brand image. We believe our registered and common law trademarks have significant value and are important to identifying and differentiating our products from those of our competitors and creating and sustaining demand for our products. There may be obstacles that arise as we expand our product line and geographic scope of our marketing. From time to time, we have received or brought claims relating to intellectual property rights of others, and we expect such claims will continue or increase, particularly as we expand our business and the number of products we offer. Any such claim, regardless of its merit, could be expensive and time consuming to defend or prosecute. Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products. In addition, resolution of claims may require us to redesign our products, license rights belonging to third parties or cease using those rights altogether. Any of these events could harm our business and have a material adverse effect on our results of operations and financial condition. Our failure to protect our intellectual property rights could diminish the value of our brand, weaken our competitive position and reduce our net revenues. We currently rely on a combination of copyright, trademark and trade dress laws, patent laws, unfair competition laws, confidentiality procedures and licensing arrangements to establish and protect our intellectual property rights. The steps taken by us to protect our proprietary rights may not be adequate to prevent infringement of our trademarks and proprietary rights by others, including imitation of our products and misappropriation of our brand. In addition, intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States, and it may be more difficult for us to successfully challenge the use of our proprietary rights by other parties in these countries. If we fail to protect and maintain our intellectual property rights, the value of our brand could be diminished and our competitive position may suffer. From time to time, we discover unauthorized products in the marketplace that are either counterfeit reproductions of our products or unauthorized irregulars that do not meet our quality control standards. If we are unsuccessful in challenging a third partys products on the basis of trademark infringement, continued sales of their products could adversely impact our brand, result in the shift of consumer preferences away from our products and adversely affect our business. We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties. These licensees may take actions that diminish the value of our proprietary rights or harm our reputation. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. 15
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ITEM 2. PROPERTIES Our principal executive and administrative offices are located at an office complex in Baltimore, Maryland. We own part and lease part of this office complex. We believe that our current location will be sufficient for the operation of our business over the next twelve months. Our primary distribution facilities are in Glen Burnie, Maryland and Rialto, California. We believe our distribution facilities and space available through our thirdparty logistics providers will be adequate to meet our short term needs. We may expand to additional distribution facilities in the future. The location, general use, approximate size and lease term, if applicable, of our material properties as of December 31, 2012 are set forth below:
Approximate Square Feet Lease End Date
Location
Use
Baltimore, MD Amsterdam, The Netherlands Glen Burnie, MD
Rialto, CA Denver, CO Ontario, Canada Panama Guangzhou, China Hong Kong Shanghai, China Various
Corporate headquarters European headquarters Distribution facilities, 17,000 square foot quick- turn, Special Make- Up Shop manufacturing facility and 6,000 square foot factory house store Distribution facility Sales office Sales office International management office Quality assurance & sourcing for footwear Quality assurance & sourcing for apparel Sales and marketing office Retail store space
543,000 11,900
(1) December 2015
703,600 1,197,000 6,000 17,100 4,100 4,600 20,900 16,700 539,300
(2) May 2023 August 2013 December 2016 October 2015 December 2014 September 2014 December 2014 (3)
(1) Includes 400.0 thousand square feet of office space that we purchased during 2011 and 143.0 thousand square feet that we are leasing with an option to renew in December 2015. Of the 400.0 thousand square feet of office space we own, 141.4 thousand square feet is leased to third party tenants with remaining lease terms ranging from 1 month to 13.5 years. We intend to occupy additional space as it becomes available. (2) Includes a 359.0 thousand square foot facility with an option to renew in September 2021 and a 308.0 thousand square foot facility with an option to renew in December 2016. Also includes a lease for 36.0 thousand square feet within a 161.3 thousand square foot facility with a lease term through September 2021, expanding to 161.3 thousand square feet in July 2013. (3) Includes one hundred eight factory house and specialty stores located in the United States, Canada and China with lease end dates of July 2013 through October 2022. We also have an additional factory house store which is included in the Glen Burnie, Maryland location in the table above. Excluded in the table above are executed lease agreements for factory house stores that we did not yet occupy as of December 31, 2012. We anticipate that we will be able to extend these leases that expire in the near future on satisfactory terms or relocate to other locations. ITEM 3. LEGAL PROCEEDINGS From time to time, we have been involved in various legal proceedings. We believe all such litigation is routine in nature and incidental to the conduct of our business, and we believe no such litigation will have a material adverse effect on our financial condition, cash flows or results of operations. 16
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EXECUTIVE OFFICERS OF THE REGISTRANT Our executive officers are:

Name Age Position
Kevin A. Plank 40 Chairman, Chief Executive Officer and President Byron K. Adams, Jr. 58 Chief Performance Officer, Member of the Board of Directors Brad Dickerson 48 Chief Financial Officer Kip J. Fulks 40 Chief Operating Officer Karl- Heinz Maurath 51 President, International Matthew C. Mirchin 53 Senior Vice President, Global Brand & Sports Marketing Adam Peake 44 Senior Vice President of U.S. Sales Henry B. Stafford 38 Senior Vice President of Apparel Kevin A. Plank has served as our Chief Executive Officer and Chairman of the Board of Directors since 1996, and as our President from 1996 to July 2008 and since August 2010. Mr. Plank also serves on the Board of Directors of the National Football Foundation and College Hall of Fame, Inc. and is a member of the Board of Trustees of the University of Maryland College Park Foundation. Byron K. Adams, Jr. has been a member of our Board of Directors since September 2003 and our Chief Performance Officer since October 2011 with primary responsibility for the development of company- wide business strategy, human resources and organizational alignment and processes. Prior to joining our Company, Mr. Adams founded and was a managing director of Rosewood Capital, LLC from 1985 to September 2011. Rosewood Capital was a private equity firm focused on consumer brands that, through its affiliates, was the institutional investor in our Company prior to our initial public offering. At Rosewood Capital, Mr. Adams was primarily responsible for assisting management teams in the development of their business strategies and organizations. Brad Dickerson has been our Chief Financial Officer since March 2008. Prior to that, he served as Vice President of Accounting and Finance from February 2006 to February 2008 and Corporate Controller from July 2004 to January 2006. Prior to joining our Company, Mr. Dickerson served as Chief Financial Officer of Macquarie Aviation North America from January 2003 to July 2004 and in various capacities for Network Building & Consulting from 1994 to 2003, including Chief Financial Officer from 1998 to 2003. Kip J. Fulks has been our Chief Operating officer since September 2011. Prior to that, he served as Executive Vice President of Product from January 2011 to August 2011, Senior Vice President of Outdoor and Innovation from March 2008 to December 2010, as Senior Vice President of Outdoor from October 2007 to February 2008, as Senior Vice President of Sourcing, Quality Assurance and Product Development from March 2006 to September 2007, and Vice President of Sourcing and Quality Assurance from 1997 to February 2006. Karl- Heinz Maurath has been President of International since September 2012. Prior to joining our Company, he served for 22 years in various leadership positions with adidas, including Senior Vice President, adidas Group Latin America, from 2003 to 2012 with overall responsibility for Latin America including the Reebok and Taylor Made businesses and Vice President, adidas Nordic, from 2000 to 2003 responsible for its business in the Nordic region and the Baltic states. Prior thereto, Mr. Maurath served in other management positions for adidas, including Managing Director of its business in Sweden and Thailand and Area Manger of sales and marketing for its distributor and licensee businesses in Scandinavia and Latin America. Matthew C. Mirchin has been Senior Vice President, Global Brand and Sports Marketing since March 2012. Prior to that, he served as Senior Vice President of Sports Marketing from January 2010 to February 2012, Senior Vice President of North American Sales from March 2008 to December 2009, Vice President of North American Sales from March 2006 to February 2008 and Vice President of U.S. Sales from May 2005 to February 2006. Prior to joining our Company, Mr. Mirchin served as President of Retail and Team Sports from 2002 to 2005 and President of Team Sports from 2001 to 2002 for Russell Athletic. Prior to joining Russell Athletic, Mr. Mirchin served in various capacities at the Champion Division of Sara Lee Corporation from 1994 to 2001 and started his career with the NBA. Adam Peake has been our Senior Vice President of U.S. Sales since September 2011. Prior to that, he served as Vice President of North American Sales from January 2010 to August 2011, as interim Vice President of Footwear from May 2009 to December 2009 and as Vice President of Sales for Key and Independent Accounts from January 2008 to April 2009, and from 2002 to 2007 he held various senior management positions in Sales. 17
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Henry B. Stafford has been Senior Vice President of Apparel, Outdoor & Accessories since September 2011. Prior to that, he served as Senior Vice President of Apparel from June 2010 to August 2011. Prior to joining our company, he worked with American Eagle Outfitters as Senior Vice President and Chief Merchandising Officer of The AE Brand from April 2007 to May 2010, General Merchandise Manager and Senior Vice President of Men's and AE Canadian Division from April 2005 to March 2007 and General Merchandise Manager and Vice President of Men's from September 2003 to March 2005. Prior thereto, Mr. Stafford served in a variety of capacities for Old Navy from 1998 to 2003, including Divisional Merchandising Manager for Men's Tops from 2001 to 2003, and served as a buyer for Abercrombie and Fitch from 1996 to 1998. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 18
Table of Contents PART II MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Under Armours Class A Common Stock is traded on the New York Stock Exchange (NYSE) under the symbol UA. As of January 31, 2013, there were 1,158 record holders of our Class A Common Stock and 5 record holders of Class B Convertible Common Stock which are beneficially owned by our President and Chief Executive Officer Kevin A. Plank. The following table sets forth by quarter the high and low sale prices of our Class A Common Stock on the NYSE during 2012 and 2011. ITEM 5.
High 2012 Low
First Quarter (January 1 March 31) Second Quarter (April 1 June 30) Third Quarter (July 1 September 30) Fourth Quarter (October 1 December 31)
2011
$ $ $ $
49.68 53.93 60.96 60.20
$ $ $ $
35.13 44.30 44.07 46.11
First Quarter (January 1 March 31) $ 35.35 $ 25.89 Second Quarter (April 1 June 30) $ 40.00 $ 30.78 Third Quarter (July 1 September 30) $ 41.48 $ 26.31 Fourth Quarter (October 1 December 31) $ 43.70 $ 31.25 Stock Split On June 11, 2012 the Board of Directors declared a two- for- one stock split of the Company's Class A and Class B common stock, which was effected in the form of a 100% common stock dividend distributed on July 9, 2012. Stockholders' equity and all references to share and per share amounts herein and in the accompanying consolidated financial statements have been retroactively adjusted to reflect the two- for- one stock split for all periods presented. Dividends No cash dividends were declared or paid during 2012 or 2011 on any class of our common stock. We currently anticipate we will retain any future earnings for use in our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. In addition, we may be limited in our ability to pay dividends to our stockholders under our credit facility. Refer to Financial Position, Capital Resources and Liquidity within Managements Discussion and Analysis and Note 6 to the Consolidated Financial Statements for further discussion of our credit facility. Stock Compensation Plans The following table contains certain information regarding our equity compensation plans.
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Plan Category
Weighted- average exercise price of outstanding options, warrants and rights (b)
Equity compensation plans approved by security holders 5,418,292 $ 15.31 11,701,814 Equity compensation plans not approved by security holders 960,000 $ 18.50 The number of securities to be issued upon exercise of outstanding options, warrants and rights issued under equity compensation plans approved by security holders includes 2.3 million restricted stock units and deferred stock units issued to employees, non- employees and directors of Under Armour; these restricted stock units and deferred stock units are not included in the weighted average exercise price calculation above. The number of securities remaining available for future issuance includes 10.2 million shares of our Class A Common Stock under our Amended and Restated 2005 Omnibus Long- Term Incentive Plan (2005 Stock Plan) and 1.5 million shares of our Class A Common Stock under our Employee Stock Purchase Plan. In addition to securities issued upon the exercise of stock options, warrants and rights, the 2005 Stock Plan authorizes the issuance of restricted and unrestricted shares of our Class A Common Stock and other equity awards. Refer to Note 12 to the Consolidated Financial Statements for information required by this Item regarding the material features of each plan. 19
Table of Contents The number of securities issued under equity compensation plans not approved by security holders includes 960.0 thousand fully vested and nonforfeitable warrants granted in 2006 to NFL Properties LLC as partial consideration for footwear promotional rights. Refer to Note 12 to the Consolidated Financial Statements for a further discussion on the warrants. Recent Sales of Unregistered Equity Securities From January 31, 2012 through December 27, 2012, we issued 30.0 thousand shares of Class A Common Stock upon the exercise of previously granted stock options to employees at an exercise price of $0.57 per share, for an aggregate amount of consideration of $17.2 thousand. The issuances of securities described above were made in reliance upon Section 4(2) under the Securities Act in that any issuance did not involve a public offering or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701. Stock Performance Graph The stock performance graph below compares cumulative total return on Under Armour, Inc. Class A Common Stock to the cumulative total return of the NYSE Market Index and S&P 500 Apparel, Accessories and Luxury Goods Index from December 31, 2007 through December 31, 2012. The graph assumes an initial investment of $100 in Under Armour and each index as of December 31, 2007 and reinvestment of any dividends. The performance shown on the graph below is not intended to forecast or be indicative of possible future performance of our common stock.
12/31/2007 12/31/2008 12/31/2009 12/31/2010 12/31/2011 12/31/2012
Under Armour, Inc. $ NYSE Market Index $ S&P 500 Apparel, Accessories & Luxury Goods $
100.00 100.00
$ $
54.59 60.86
$ $
62.45 78.25
$ $
125.58 88.89
$ $
164.39 85.63
$ $
222.23 99.47
100.00
66.25
107.64
151.98
189.31
194.20
20
Table of Contents ITEM 6. SELECTED FINANCIAL DATA The following selected financial data is qualified by reference to, and should be read in conjunction with, the Consolidated Financial Statements, including the notes thereto, and Managements Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10- K.
Year Ended December 31, (In thousands, except per share amounts)
2012
2011
2010
2009
2008
Net revenues Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations Interest expense, net Other expense, net Income before income taxes Provision for income taxes Net income Net income available per common share Basic Diluted Weighted average common shares outstanding Basic Diluted Dividends declared
1,834,921 955,624 879,297
1,472,684 759,848 712,836
1,063,927 533,420 530,507
856,411 446,286 410,125
725,244 372,203 353,041
670,602 208,695 (5,183) (73) 203,439 74,661 128,778
550,069 162,767 (3,841) (2,064) 156,862 59,943 96,919
418,152 112,355 (2,258) (1,178) 108,919 40,442 68,477
324,852 85,273 (2,344) (511) 82,418 35,633 46,785
276,116 76,925 (850) (6,175) 69,900 31,671 38,229
$ $
1.23 1.21
$ $
0.94 0.92
$ $
0.67 0.67
$ $
0.47 0.46
$ $
0.39 0.38
104,343 106,380 $ $
103,140 105,052 $
101,595 102,563
At December 31, 2010
99,696 101,301 $ $
98,171 100,685
(In thousands)
2012
2011
2009
2008
Cash and cash equivalents $ Working capital (1) Inventories Total assets Total debt and capital lease obligations, including current maturities Total stockholders equity $
341,841 651,370 319,286 1,157,083
175,384 506,056 324,409 919,210
203,870 406,703 215,355 675,378
187,297 327,838 148,488 545,588
102,042 263,313 182,232 487,555
61,889 816,922 $
77,724 636,432 $
15,942 496,966 $
20,223 399,997 $
45,591 331,097
(1) Working capital is defined as current assets minus current liabilities. ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information contained in this section should be read in conjunction with our Consolidated Financial Statements and related notes and the information contained elsewhere in this Form 10- K under the captions Risk Factors, Selected Financial Data, and Business. Overview We are a leading developer, marketer and distributor of branded performance apparel, footwear and accessories. The brands 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. Our products are sold worldwide and worn by athletes at all levels, from youth to professional, on playing fields around the globe, as well as by consumers with active lifestyles. Our net revenues grew to $1,834.9 million in 2012 from $725.2 million in 2008. We believe that our growth in net revenues has been driven by a growing interest in performance products and the strength of the Under Armour brand in the marketplace. We plan to continue to increase our net revenues over the long term by increased sales of our apparel, footwear and accessories, expansion of our wholesale distribution sales channel, growth in our direct to consumer sales channel and expansion in international markets. Our direct to consumer sales channel includes our factory house and specialty stores and
21 Table of Contents websites. New offerings for 2012 include our new UA Studio line, the Armour Bra, coldblack technology, Under Armour scent control technology and UA Spine footwear. A large majority of our products are sold in North America; however, we believe our products appeal to athletes and consumers with active lifestyles around the globe. Internationally, our products are offered primarily in Austria, Germany, Panama, Spain and the United Kingdom. A third party licensee sells our products in Japan and distributors sell our products in other foreign countries. We hold a minority investment in our licensee in Japan. Our operating segments are geographic and include North America; Latin America; Europe, the Middle East and Africa (EMEA); and Asia. Due to the insignificance of the EMEA, Latin America and Asia operating segments, they have been combined into other foreign countries for disclosure purposes. We believe there is an increasing recognition of the health benefits of an active lifestyle. We believe this trend provides us with an expanding consumer base for our products. We also believe there is a continuing shift in consumer demand from traditional non- performance products to performance products, which are intended to provide better performance by wicking perspiration away from the skin, helping to regulate body temperature and enhancing comfort. We believe that these shifts in consumer preferences and lifestyles are not unique to the United States, but are occurring in a number of markets globally, thereby increasing our opportunities to introduce our performance products to new consumers. Although we believe these trends will facilitate our growth, we also face potential challenges that could limit our ability to take advantage of these opportunities, including, among others, the risk of general economic or market conditions that could affect consumer spending and the financial health of our retail customers. In addition, we may not be able to effectively manage our growth and a more complex business. We may not consistently be able to anticipate consumer preferences and develop new and innovative products that meet changing preferences in a timely manner. Furthermore, our industry is very competitive, and competition pressures could cause us to reduce the prices of our products or otherwise affect our profitability. We also rely on thirdparty suppliers and manufacturers outside the U.S. to provide fabrics and to produce our products, and disruptions to our supply chain could harm our business. For a more complete discussion of the risks facing our business, refer to the Risk Factors section included in Item 1A. General Net revenues comprise both net sales and license revenues. Net sales comprise sales from our primary product categories, which are apparel, footwear and accessories. Our license revenues consist of fees paid to us by our licensees in exchange for the use of our trademarks on core products of socks, team uniforms, baby and kids apparel, eyewear, inflatable footballs and basketballs, as well as the distribution of our products in Japan. Beginning in 2011, net sales includes the sales and related cost of goods sold of internally developed hats and bags. Prior to 2011, hats and bags were sold by a licensee. Net revenues increased by approximately $65 million from 2010 to 2011 as a result of developing our own hats and bags, which includes an increase in accessories revenues and a decrease in our license revenues in 2011. Cost of goods sold consists primarily of product costs, inbound freight and duty costs, outbound freight costs, handling costs to make products floorready to customer specifications, royalty payments to endorsers based on a predetermined percentage of sales of selected products and write downs for inventory obsolescence. The fabrics in many of our products are made primarily of petroleum- based synthetic materials. Therefore our product costs, as well as our inbound and outbound freight costs, could be affected by long term pricing trends of oil. In general, as a percentage of net revenues, we expect cost of goods sold associated with our apparel and accessories to be lower than that of our footwear. No cost of goods sold is associated with license revenues. We include outbound freight costs associated with shipping goods to customers as cost of goods sold; however, we include the majority of outbound handling costs as a component of selling, general and administrative expenses. As a result, our gross profit may not be comparable to that of other companies that include outbound handling costs in their cost of goods sold. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate our distribution facilities. These costs were $34.8 million, $26.1 million and $14.7 million for the years ended December 31, 2012, 2011 and 2010, respectively. Our selling, general and administrative expenses consist of costs related to marketing, selling, product innovation and supply chain and corporate services. Personnel costs are included in these categories based on the employees function. Personnel costs include salaries, benefits, incentives and stockbased compensation related to the employee. Our marketing costs are an important driver of our growth. Marketing costs consist primarily of commercials, print ads, league, team, player and event sponsorships and depreciation expense specific to our instore fixture program. In addition, marketing costs include costs associated with our Special Make- Up Shop (SMU Shop) located at one of our distribution facilities where we manufacture a limited number of products primarily for our league, team, player and event sponsorships. Selling costs consist 22
Table of Contents primarily of costs relating to sales through our wholesale channel, commissions paid to third parties and the majority of our direct to consumer sales channel costs, including the cost of factory house and specialty store leases. Product innovation and supply chain costs include our apparel, footwear and accessories product innovation, sourcing and development costs, distribution facility operating costs, and costs relating to our Hong Kong and Guangzhou, China offices which help support product development, manufacturing, quality assurance and sourcing efforts. Corporate services primarily consist of corporate facility operating costs and company- wide administrative expenses. Other expense, net consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Results of Operations The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues:
(In thousands) 2012 Year Ended December 31, 2011 2010
Net revenues $ Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations Interest expense, net Other expense, net Income before income taxes Provision for income taxes Net income $
1,834,921 955,624 879,297 670,602 208,695 (5,183) (73) 203,439 74,661 128,778
1,472,684 759,848 712,836 550,069 162,767 (3,841) (2,064) 156,862 59,943 96,919
Year Ended December 31, 2011
1,063,927 533,420 530,507 418,152 112,355 (2,258) (1,178) 108,919 40,442 68,477
(As a percentage of net revenues)
2012
2010
Net revenues Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations Interest expense, net Other expense, net Income before income taxes Provision for income taxes Net income
100.0 % 52.1 47.9 36.5 11.4 (0.3) 11.1 4.1 7.0 %
100.0 % 51.6 48.4 37.3 11.1 (0.3) (0.1) 10.7 4.1 6.6 %
100.0 % 50.1 49.9 39.3 10.6 (0.3) (0.1) 10.2 3.8 6.4 %
23
Table of Contents Consolidated Results of Operations Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 Net revenues increased $362.2 million, or 24.6%, to $1,834.9 million in 2012 from $1,472.7 million in 2011. Net revenues by product category are summarized below:
(In thousands) 2012 Year Ended December 31, 2011 $ Change % Change
Apparel Footwear Accessories Total net sales License revenues Total net revenues
1,385,350 238,955 165,835 1,790,140 44,781 1,834,921
1,122,031 181,684 132,400 1,436,115 36,569 1,472,684
263,319 57,271 33,435 354,025 8,212 362,237
23.5% 31.5 25.3 24.7 22.5 24.6%
Net sales increased $354.0 million, or 24.7%, to $1,790.1 million in 2012 from $1,436.1 million in 2011 as noted in the table above. The increase in net sales primarily reflects: $134.7 million, or 33.8%, increase in direct to consumer sales, which includes 22 additional factory house stores, or a 27.5% increase, since December 31, 2011; and unit growth driven by increased distribution and new offerings in multiple product categories, most significantly in our training, hunting, running, baselayer and studio apparel product categories and running footwear category, including the launch of coldblack apparel, Armour Bra and Under Armour scent control products and our UA Spine footwear; and increased average selling prices due to a higher mix in the current year period of direct to consumer sales, along with increasing sales of our higher priced products such as Fleece, our women's UA Studio line and UA Spine footwear. License revenues increased $8.2 million, or 22.5%, to $44.8 million in 2012 from $36.6 million in 2011. This increase in license revenues was a result of increased distribution and continued unit volume growth by our licensees. Gross profit increased $166.5 million to $879.3 million in 2012 from $712.8 million in 2011. Gross profit as a percentage of net revenues, or gross margin, decreased 50 basis points to 47.9% in 2012 compared to 48.4% in 2011. The decrease in gross margin percentage was primarily driven by the following: approximate 35 basis point decrease driven by sales mix. The sales mix impact was partially driven by increased sales of excess inventory through our factory house stores at lower prices, along with a larger proportion of footwear sales, primarily due to new 2012 running styles and growth within our cleated shoe sales. We do not expect the negative sales mix impact from factory house stores to continue as we progress through 2013; and approximate 25 basis point decrease driven by higher inbound freight, partially due to supply chain challenges, required to meet customer demand. We expect this year over year negative impact will continue through the first half of 2013. The above decreases were partially offset by the below increase: approximate 20 basis point increase driven primarily by lower North American apparel product input costs, partially offset by higher North American accessories and footwear input costs. We expect the North American apparel product input cost margin favorability will continue through the first half of 2013. Selling, general and administrative expenses increased $120.5 million to $670.6 million in 2012 from $550.1 million in 2011. As a percentage of net revenues, selling, general and administrative expenses decreased to 36.5% in 2012 from 37.3% in 2011. These changes were primarily attributable to the following: Marketing costs increased $37.5 million to $205.4 million in 2012 from $167.9 million in 2011 primarily due to increased marketing campaigns for key apparel and footwear launches in 2012 and sponsorship of collegiate and professional teams and athletes, including Tottenham Hotspur Football Club. As a percentage of net revenues, marketing costs decreased slightly to 11.2% in 2012 from 11.4% in 2011. 24
Table of Contents Selling costs increased $37.2 million to $176.0 million in 2012 from $138.8 million in 2011. This increase was primarily due to higher personnel and other costs incurred primarily for the continued expansion of our direct to consumer distribution channel. As a percentage of net revenues, selling costs increased slightly to 9.6% in 2012 from 9.4% in 2011. Product innovation and supply chain costs increased $29.4 million to $158.5 million in 2012 from $129.1 million in 2011 primarily due to higher distribution facilities operating and personnel costs to support our growth in net revenues and higher personnel costs for the design and sourcing of our expanding apparel, footwear and accessory lines. As a percentage of net revenues, product innovation and supply chain costs decreased slightly to 8.6% in 2012 from 8.8% in 2011. Corporate services costs increased $16.4 million to $130.7 million in 2012 from $114.3 million in 2011. This increase was primarily attributable to higher corporate personnel cost and information technology initiatives necessary to support our growth. As a percentage of net revenues, corporate services costs decreased to 7.1% in 2012 from 7.7% in 2011 primarily due to decreased corporate personnel costs as a percentage of net revenues in 2012. Income from operations increased $45.9 million, or 28.2%, to $208.7 million in 2012 from $162.8 million in 2011. Income from operations as a percentage of net revenues increased to 11.4% in 2012 from 11.1% in 2011. This increase was a result of the items discussed above. Interest expense, net increased $1.4 million to $5.2 million in 2012 from $3.8 million in 2011. This increase was primarily due to a full year of interest on the debt related to the acquisition of our corporate headquarters in 2012 as compared to 2011. Other expense, net decreased $2.0 million to $0.1 million in 2012 from $2.1 million in 2011. This decrease was due to lower net losses in 2012 on the combined foreign currency exchange rate changes on transactions denominated in foreign currencies and our foreign currency derivative financial instruments as compared to 2011. Provision for income taxes increased $14.8 million to $74.7 million in 2012 from $59.9 million in 2011. Our effective tax rate was 36.7% in 2012 compared to 38.2% in 2011, primarily due to state tax credits received in 2012. Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 Net revenues increased $408.8 million, or 38.4%, to $1,472.7 million in 2011 from $1,063.9 million in 2010. Net revenues by product category are summarized below:
Apparel Footwear Accessories Total net sales License revenues Total net revenues
1,122,031 181,684 132,400 1,436,115 36,569 1,472,684
853,493 127,175 43,882 1,024,550 39,377 1,063,927
268,538 54,509 88,518 411,565 (2,808) 408,757
31.5% 42.9 201.7 40.2 (7.1) 38.4%
Net sales increased $411.5 million, or 40.2%, to $1,436.1 million in 2011 from $1,024.6 million in 2010 as noted in the table above. The increase in net sales primarily reflects: $152.7 million, or 62.2%, increase in direct to consumer sales, which include 26 additional factory house stores, or a 48% increase, since December 31, 2010, along with the launch of our updated e- commerce website; unit growth driven by increased distribution and new offerings in multiple product categories, most significantly in our training (including Fleece and our new CHARGED COTTON product), graphics (primarily including Tech- Tees), baselayer, running, hunting and golf apparel categories, along with running and basketball shoes; and $88.5 million, or 201.7%, increase in wholesale accessories sales primarily due to bringing hats and bags sales in- house effective January 2011. 25
Table of Contents License revenues decreased $2.8 million, or 7.1%, to $36.6 million for the year ended December 31, 2011 from $39.4 million during the same period in 2010. This decrease in license revenues was a result of a $9.7 million reduction in license revenues related to hats and bags, partially offset by increased sales by our licensees due to increased distribution and continued unit volume growth. Gross profit increased $182.3 million to $712.8 million for the year ended December 31, 2011 from $530.5 million for the same period in 2010. Gross profit as a percentage of net revenues, or gross margin, decreased 150 basis points to 48.4% for the year ended December 31, 2011 compared to 49.9% during the same period in 2010. The decrease in gross margin percentage was primarily driven by the following: approximate 110 basis point decrease driven primarily by higher apparel product input costs, now including cotton, in the current year period. A smaller contributor to the decrease was a lower percentage mix of higher margin North American wholesale apparel and factory house product sales in the current year period. A significant driver to the sales mix impact included a lower percentage of higher margin baselayer and underwear product, partially due to the significant expansion of training apparel product offerings, including Fleece and the introduction of CHARGED COTTON; and approximate 45 basis point decrease driven by a lower license revenues due to bringing hats and bags sales in- house effective January 1, 2011. The above decreases were partially offset by the below increase: approximate 10 basis point increase driven by a decreasing negative margin impact of sales apparel discounts and returns. Selling, general and administrative expenses increased $131.9 million to $550.1 million for the year ended December 31, 2011 from $418.2 million for the same period in 2010. As a percentage of net revenues, selling, general and administrative expenses decreased to 37.3% for the year ended December 31, 2011 from 39.3% for the same period in 2010. These changes were primarily attributable to the following: Marketing costs increased $39.7 million to $167.9 million for the year ended December 31, 2011 from $128.2 million for the same period in 2010 primarily due to increased sponsorships of events and collegiate and professional teams and athletes, increased television and digital campaign costs, including media campaigns for specific customers. As a percentage of net revenues, marketing costs decreased to 11.4% for the year ended December 31, 2011 from 12.0% for the same period in 2010 primarily due to decreased marketing costs for specific customers as a percentage of net revenues. Selling costs increased $44.2 million to $138.8 million for the year ended December 31, 2011 from $94.6 million for the same period in 2010. This increase was primarily due to higher personnel and other costs incurred for the continued expansion of our direct to consumer distribution channel and higher selling personnel costs. As a percentage of net revenues, selling costs increased to 9.4% for the year ended December 31, 2011 from 8.9% for the same period in 2010 primarily due to higher personnel and other costs incurred for the continued expansion of our direct to consumer distribution channel. Product innovation and supply chain costs increased $32.3 million to $129.1 million for the year ended December 31, 2011 from $96.8 million for the same period in 2010 primarily due to higher distribution facilities operating and personnel costs to support our growth in net revenues and higher personnel costs for the design and sourcing of our expanding apparel, footwear and accessories lines. As a percentage of net revenues, product innovation and supply chain costs decreased to 8.8% for the year ended December 31, 2011 from 9.1% for the same period in 2010 primarily due to decreased personnel costs for the design and sourcing of our expanding apparel, footwear and accessories lines as a percentage of net revenues. Corporate services costs increased $15.7 million to $114.3 million for the year ended December 31, 2011 from $98.6 million for the same period in 2010. This increase was attributable primarily to increased corporate personnel, facility costs and information technology initiatives necessary to support our growth. As a percentage of net revenues, corporate services costs decreased to 7.7% for the year ended December 31, 2011 from 9.3% for the same period in 2010 primarily due to decreased corporate personnel and facility costs as a percentage of net revenues, as well as the net impact of the acquisition of our corporate headquarters in 2011. Income from operations increased $50.4 million, or 44.9%, to $162.8 million in 2011 from $112.4 million in 2010. Income from operations as a percentage of net revenues increased to 11.1% in 2011 from 10.6% in 2010. This increase was a result of the items discussed above. 26
Table of Contents Interest expense, net increased $1.5 million to $3.8 million in 2011 from $2.3 million in 2010. This increase was primarily due to the debt related to the acquisition of our corporate headquarters. Other expense, net increased $0.9 million to $2.1 million in 2011 from $1.2 million in 2010. This increase was due to higher net losses in 2011 on the combined foreign currency exchange rate changes on transactions denominated in foreign currencies and our derivative foreign currency financial instruments as compared to 2010. Provision for income taxes increased $19.5 million to $59.9 million in 2011 from $40.4 million in 2010. Our effective tax rate was 38.2% in 2011 compared to 37.1% in 2010, primarily due to federal and state tax credits that reduced the effective tax rate in the prior year period, partially offset by the 2011 reversal of a valuation allowance established in 2010 against a portion of our deferred tax assets related to foreign net operating loss carryforwards. Segment Results of Operations Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 Net revenues by geographic region are summarized below:
North America Other foreign countries Total net revenues
1,726,733 108,188 1,834,921
1,383,346 89,338 1,472,684
343,387 18,850 362,237
24.8% 21.1 24.6%
Net revenues in our North American operating segment increased $343.4 million to $1,726.7 million in 2012 from $1,383.3 million in 2011 primarily due to the items discussed above in the Consolidated Results of Operations. Net revenues in other foreign countries increased by $18.9 million to $108.2 million in 2012 from $89.3 million in 2011 primarily due to unit sales growth to distributors in our Latin American operating segment and in our EMEA operating segment, as well as increased license revenues from our Japanese licensee. Operating income by geographic region is summarized below:
North America $ 197,194 $ 150,559 $ 46,635 31.0 % Other foreign countries 11,501 12,208 (707) (5.8) Total operating income $ 208,695 $ 162,767 $ 45,928 28.2 % Operating income in our North American operating segment increased $46.6 million to $197.2 million in 2012 from $150.6 million in 2011 primarily due to the items discussed above in the Consolidated Results of Operations. Operating income in other foreign countries decreased by $0.7 million to $11.5 million in 2012 from $12.2 million in 2011 primarily due to higher costs associated with our continued investment to support our international expansion in our EMEA operating segment, partially offset by unit sales growth and increased license revenues from our Japanese licensee as discussed above. Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 Net revenues by geographic region are summarized below:
North America $ 1,383,346 $ 997,816 $ 385,530 38.6% Other foreign countries 89,338 66,111 23,227 35.1 Total net revenues $ 1,472,684 $ 1,063,927 $ 408,757 38.4% Net revenues in our North American operating segment increased $385.5 million to $1,383.3 million in 2011 from $997.8 million in 2010 primarily due to the items discussed above in the Consolidated Results of Operations. Net revenues in other foreign countries increased by $23.2 million to $89.3 million in 2011 from $66.1 million in 2010 primarily due to footwear shipments to our Dome licensee, as well as unit sales growth to our distributors in our Latin American operating segment.
27
Table of Contents Operating income by geographic region is summarized below:

North America $ 150,559 $ 102,806 $ 47,753 46.4% Other foreign countries 12,208 9,549 2,659 27.8 Total operating income $ 162,767 $ 112,355 $ 50,412 44.9% Operating income in our North American operating segment increased $47.8 million to $150.6 million in 2011 from $102.8 million in 2010 primarily due to the items discussed above in the Consolidated Results of Operations. Operating income in other foreign countries increased by $2.7 million to $12.2 million in 2011 from $9.5 million in 2010 primarily due to increased unit sales growth as discussed above, partially offset by higher costs associated with our continued investment to support our international expansion in our EMEA, Asian and Latin American operating segments. Seasonality Historically, we have recognized a significant portion of our income from operations in the last two quarters of the year, driven primarily by increased sales volume of our products during the fall selling season, reflecting our historical strength in fall sports, and the seasonality of our higher priced COLDGEAR line. The majority of our net revenues were generated during the last two quarters in each of 2012, 2011 and 2010, respectively. The level of our working capital generally reflects the seasonality and growth in our business. The following table sets forth certain financial information for the periods indicated. The data is prepared on the same basis as the audited consolidated financial statements included elsewhere in this Form 10- K. All recurring, necessary adjustments are reflected in the data below.
Quarter Ended Dec 31, 2012 Mar 31, 2011
(In thousands)
Mar 31, 2012
Jun 30, 2012
Sep 30, 2012
Jun 30, 2011
Sep 30, 2011
Dec 31, 2011
Net revenues Gross profit Marketing SG&A expenses Other SG&A expenses Income from operations
(As a percentage of annual totals)
$384,389 175,204
$369,473 169,467
$575,196 280,391
$505,863 254,235
$312,699 145,051
$291,336 134,779
$465,523 225,101
$403,126 207,905
44,167 106,634 24,403
46,651 111,096 11,720
65,629 123,782 90,980
48,929 123,714 81,592
41,437 82,472 21,142
34,136 89,285 11,358
48,450 101,686 74,965
43,883 108,720 55,302
Net revenues 20.9% 20.1% 31.4% 27.6% 21.2% 19.8% 31.6% 27.4% Gross profit 19.9% 19.3% 31.9% 28.9% 20.3% 18.9% 31.6% 29.2% Marketing SG&A expenses 21.5% 22.7% 32.0% 23.8% 24.7% 20.3% 28.9% 26.1% Other SG&A expenses 22.9% 23.9% 26.6% 26.6% 21.6% 23.4% 26.6% 28.4% Income from operations 11.7% 5.6% 43.6% 39.1% 13.0% 7.0% 46.0% 34.0% Financial Position, Capital Resources and Liquidity Our cash requirements have principally been for working capital and capital expenditures. We fund our working capital, primarily inventory, and capital investments from cash flows from operating activities, cash and cash equivalents on hand and borrowings available under our credit and long term debt facilities. Our working capital requirements generally reflect the seasonality and growth in our business as we recognize the majority of our net revenues in the back half of the year. Our capital investments have included expanding our instore fixture and branded concept shop program, improvements and expansion of our distribution and corporate facilities to support our growth, leasehold improvements to our new factory house and specialty stores, and investment and improvements in information technology systems. Our capital expenditures in 2011 included the acquisition of our corporate headquarters for $60.5 million. In connection with the acquisition, we assumed a $38.6 million loan secured by the acquired property. The remaining purchase price was funded through a $25.0 million term loan. In December 2012, we repaid the remaining balance under the assumed loan of $37.7 million and the term loan of $25.0 million and entered into a new $50.0 million loan secured by the land, buildings and tenant improvements which comprise our corporate headquarters. Our inventory strategy is focused on continuing to meet consumer demand while improving our inventory efficiency over the long term by putting systems and processes in place to improve our inventory management. These systems and processes 28
Table of Contents are designed to improve our forecasting and supply planning capabilities. In addition to systems and processes, key areas of focus that we believe will enhance inventory performance are SKU rationalization, added discipline around the purchasing of product, production lead time reduction, and better planning and execution in selling of excess inventory through our factory house stores and other liquidation channels. We believe our cash and cash equivalents on hand, cash from operations and borrowings available to us under our credit and long term debt facilities will be adequate to meet our liquidity needs and capital expenditure requirements for at least the next twelve months. We may require additional capital to meet our longer term liquidity and future growth needs. Although we believe we have adequate sources of liquidity over the long term, a prolonged economic recession or a slow recovery could adversely affect our business and liquidity (refer to the Risk Factors section included in Item 1A). In addition, instability in or tightening of the capital markets could adversely affect our ability to obtain additional capital to grow our business and will affect the cost and terms of such capital. Cash Flows The following table presents the major components of net cash flows used in and provided by operating, investing and financing activities for the periods presented:
Net cash provided by (used in): Operating activities $ 199,761 $ 15,218 $ 50,114 Investing activities (46,931) (89,436) (41,785) Financing activities 12,297 45,807 7,243 Effect of exchange rate changes on cash and cash equivalents 1,330 (75) 1,001 Net increase (decrease) in cash and cash equivalents $ 166,457 $ (28,486) $ 16,573 Operating Activities Operating activities consist primarily of net income adjusted for certain non- cash items. Adjustments to net income for non- cash items include depreciation and amortization, unrealized foreign currency exchange rate gains and losses, losses on disposals of property and equipment, stockbased compensation, deferred income taxes and changes in reserves and allowances. In addition, operating cash flows include the effect of changes in operating assets and liabilities, principally inventories, accounts receivable, income taxes payable and receivable, prepaid expenses and other assets, accounts payable and accrued expenses. Cash provided by operating activities increased $184.6 million to $199.8 million in 2012 from $15.2 million in 2011. The increase in cash provided by operating activities was due to increased net cash flows from operating assets and liabilities of $155.0 million and an increase in net income of $32.0 million, partially offset by adjustments to net income for non- cash items which decreased $2.4 million year over year. The increase in net cash flows related to changes in operating assets and liabilities period over period was primarily driven by the following: a decrease in inventory investments of $119.3 million primarily driven by success around our inventory management initiatives, along with delays in product receipts due to certain supplier challenges; and a larger decrease in prepaid expenses and other assets of $38.6 million in 2012 as compared to 2011, primarily due to income taxes paid during 2011 related to our tax planning strategies currently being recognized in income tax expense and timing of payments for our marketing investments. Adjustments to net income for non- cash items decreased in 2012 as compared to 2011 primarily due to an increase in deferred taxes in 2012 as compared to a decrease in deferred taxes in 2011. Cash provided by operating activities decreased $34.9 million to $15.2 million in 2011 from $50.1 million in 2010. The decrease in cash provided by operating activities was due to decreased net cash flows from operating assets and liabilities of $86.8 million million, partially offset by an increase in net income of $28.4 million and adjustments to net income for non- cash items which increased $23.5 million year over year. The decrease in net cash flows related to changes in operating assets and liabilities period over period was primarily driven by the following: an increase in inventory investments of $49.4 million due to higher input costs and increased safety stock in core product offerings and seasonal products; and 29
Table of Contents a larger increase in prepaid expenses and other assets of $38.5 million in 2011 as compared to 2010, primarily due to income taxes paid during 2011 related to our tax planning strategies currently being recognized in income tax expense. Adjustments to net income for non- cash items increased in 2011 as compared to 2010 primarily due to a decrease in deferred taxes in 2011 as compared to an increase in deferred taxes in 2010. Investing Activities Cash used in investing activities decreased $42.5 million to $46.9 million in 2012 from $89.4 million in 2011. This decrease in cash used in investing activities was primarily due to the acquisition of our corporate headquarters in 2011. In addition, in connection with the assumed loan for the acquisition of our corporate headquarters, we were required to set aside $5.0 million in restricted cash. This cash became unrestricted upon repayment of the assumed loan in December 2012. Cash used in investing activities increased $47.6 million to $89.4 million in 2011 from $41.8 million in 2010. This increase in cash used in investing activities was primarily due to the acquisition of our corporate headquarters and increased investments in our direct to consumer sales channel, instore fixture program and corporate and distribution facilities. In addition, in connection with the assumed loan for the acquisition of our corporate headquarters, we were required to set aside $5.0 million in restricted cash. Refer to Note 6 of the consolidated financial statements for a discussion of restricted cash. Total capital expenditures were $62.8 million, $115.4 million and $33.1 million in 2012, 2011 and 2010, respectively, which includes the acquisition of our corporate headquarters and other related expenditures in 2011. Capital expenditures for 2013 are expected to be in the range of $80 million to $85 million. Financing Activities Cash provided by financing activities decreased $33.5 million to $12.3 million in 2012 from $45.8 million in 2011. This decrease was primarily due to the repayment of the loan assumed in connection with the acquisition of our corporate headquarters in 2011 and the repayment of the term loan under the credit facility, partially offset by the new $50.0 million loan borrowed in December 2012. Cash provided by financing activities increased $38.6 million to $45.8 million in 2011 from $7.2 million in 2010. This increase was primarily due to the term loan borrowed under the credit facility to partially fund the purchase of our corporate headquarters, as well as excess tax benefits and proceeds from stockbased compensation arrangements. Credit Facility In March 2011, we entered into a new $325.0 million credit facility with certain lending institutions and terminated our prior $200.0 million revolving credit facility in order to increase our available financing and to expand our lending syndicate. The credit facility has a term of four years and provides for a committed revolving credit line of up to $300.0 million, in addition to a $25.0 million term loan facility. The commitment amount under the revolving credit facility may be increased by an additional $50.0 million, subject to certain conditions and approvals as set forth in the credit agreement. We incurred and capitalized $1.6 million in deferred financing costs in connection with the credit facility. The credit facility may be used for working capital and general corporate purposes and is collateralized by substantially all of our assets and certain of our domestic subsidiaries (other than trademarks and the land and buildings comprising our corporate headquarters) and by a pledge of 65% of the equity interests of certain of our foreign subsidiaries. Up to $5.0 million of the facility may be used to support letters of credit, of which none were outstanding as of December 31, 2012. We are required to maintain a certain leverage ratio and interest coverage ratio as set forth in the credit agreement. As of December 31, 2012, we were in compliance with these ratios. The credit agreement also provides the lenders with the ability to reduce the borrowing base, even if we are in compliance with all conditions of the credit agreement, upon a material adverse change to the business, properties, assets, financial condition or results of operations. The credit agreement contains a number of restrictions that limit our ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as security, guaranty obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change our line of business. In addition, the credit agreement includes a cross default provision whereby an event of default under other debt obligations, as defined in the credit agreement, will be considered an event of default under the credit agreement. Borrowings under the credit facility bear interest based on the daily balance outstanding at LIBOR (with no rate floor) plus an applicable margin (varying from 1.25% to 1.75%) or, in certain cases a base rate (based on a certain lending institutions Prime Rate or as otherwise specified in the credit agreement, with no rate floor) plus an applicable margin (varying from 0.25% to 0.75%). The credit facility also carries a commitment fee equal to the unused borrowings multiplied by an 30
Table of Contents applicable margin (varying from 0.25% to 0.35%). The applicable margins are calculated quarterly and vary based on our leverage ratio as set forth in the credit agreement. Upon entering into the credit facility in March 2011, we terminated our prior $200.0 million revolving credit facility. The prior revolving credit facility was collateralized by substantially all of our assets, other than trademarks, and included covenants, conditions and other terms similar to our new credit facility. During the three months ended September 30, 2011, we borrowed $30.0 million under the revolving credit facility to fund seasonal working capital requirements and repaid it during the three months ended December 31, 2011. The interest rate under the revolving credit facility was 1.5% during the year ended December 31, 2011, and no balance was outstanding as of December 31, 2012 and December 31, 2011. In May 2011, we borrowed $25.0 million under the term loan facility to finance a portion of the acquisition of our corporate headquarters and repaid it during the three months ended December 31, 2012. The interest rate on the term loan was 1.6% and 1.5% during the years ended December 31, 2012 and 2011, respectively, and no balance was outstanding as of December 31, 2012. Long Term Debt We have long term debt agreements with various lenders to finance the acquisition or lease of qualifying capital investments. Loans under these agreements are collateralized by a first lien on the related assets acquired. As these agreements are not committed facilities, each advance is subject to approval by the lenders. Additionally, these agreements include a cross default provision whereby an event of default under other debt obligations, including our credit facility, will be considered an event of default under these agreements. These agreements require a prepayment fee if we pay outstanding amounts ahead of the scheduled terms. The terms of the credit facility limit the total amount of additional financing under these agreements to $40.0 million, of which $18.0 million was available for additional financing as of December 31, 2012. At December 31, 2012 and 2011, the outstanding principal balance under these agreements was $11.9 million and $14.5 million, respectively. Currently, advances under these agreements bear interest rates which are fixed at the time of each advance. The weighted average interest rates on outstanding borrowings were 3.2%, 3.5% and 5.3% for the years ended December 31, 2012, 2011 and 2010, respectively. We monitor the financial health and stability of its lenders under the revolving credit and long term debt facilities, however during any period of significant instability in the credit markets lenders could be negatively impacted in their ability to perform under these facilities. In July 2011, in connection with the acquisition of our corporate headquarters, we assumed a $38.6 million nonrecourse loan secured by a mortgage on the acquired property. The assumed loan had an original term of approximately 10 years with a scheduled maturity date of March 2013. The loan included a balloon payment of $37.3 million due at maturity. The assumed loan was nonrecourse with the lenders remedies for non- performance limited to action against the acquired property and certain required reserves and a cash collateral account, except for nonrecourse carve outs related to fraud, breaches of certain representations, warranties or covenants, including those related to environmental matters, and other standard carve outs for a loan of this type. The loan required certain minimum cash flows and financial results from the property, and if those requirements were not met, additional reserves may have been required. The assumed loan required prior approval of the lender for certain matters related to the property, including material leases, changes to property management, transfers of any part of the property and material alterations to the property. The loan had an interest rate of 6.73%. In connection with the assumed loan, we incurred and capitalized $0.8 million in deferred financing costs. In addition, we were required to set aside amounts in reserve and cash collateral accounts. As of December 31, 2011, $2.0 million of restricted cash was included in prepaid expenses and other current assets, and the remaining $3.0 million of restricted cash was included in other long term assets. In December 2012, we repaid the remaining balance of the assumed nonrecourse loan of $37.7 million and entered into a new $50.0 million recourse loan collateralized by the land, buildings and tenant improvements comprising our corporate headquarters. The new loan has a seven year term and maturity date of December 2019. The loan bears interest at one month LIBOR plus a margin of 1.50%, and allows for prepayment without penalty. We are required to maintain the same leverage ratio and interest coverage ratio as set forth in our credit facility. As of December 31, 2012, we were in compliance with these ratios. The loan contains a number of restrictions that limit our ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as a security, guaranty obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change our line of business. The loan requires prior approval of the lender for certain matters related to the property, including transfers of any interest in the property. In addition, the loan includes a cross default provision similar to the cross default provision in the credit facility discussed above. We incurred and capitalized $1.0 million in deferred financing costs in connection with the new $50.0 million loan and expensed $0.1 million of unamortized deferred financing costs related to the assumed loan during the three months ended December 31, 2012.
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Table of Contents Acquisitions In July 2011, we acquired approximately 400.0 thousand square feet of office space comprising our corporate headquarters for $60.5 million. The acquisition included land, buildings, tenant improvements and third party lease- related intangible assets. As of December 31, 2012, 141.4 thousand square feet of the 400.0 thousand square feet acquired was leased to third party tenants with remaining lease terms ranging from 1 month to 13.5 years. We intend to occupy additional space as it becomes available. Contractual Commitments and Contingencies We lease warehouse space, office facilities, space for our factory house and specialty stores and certain equipment under non- cancelable operating and capital leases. The leases expire at various dates through 2023, excluding extensions at our option, and contain various provisions for rental adjustments. In addition, this table includes executed lease agreements for factory house stores that we did not yet occupy as of December 31, 2012. The operating leases generally contain renewal provisions for varying periods of time. Our significant contractual obligations and commitments as of December 31, 2012 as well as significant agreements entered into during the period after December 31, 2012 through the date of this report are summarized in the following table:
Payments Due by Period (in thousands) Total Less Than 1 Year 1 to 3 Years 3 to 5 Years More Than 5 Years
Contractual obligations Long term debt obligations (1) $ Operating lease obligations (2) Product purchase obligations (3) Sponsorships and other (4) Total $ (1)
61,889 202,895 657,543 157,677 1,080,004
9,132 30,610 657,543 57,830 755,115
8,923 65,406 81,976 156,305
4,000 45,161 14,697 63,858
39,834 61,718 3,174 104,726
Excludes a total of $0.3 million of fixed interest payments on long term debt obligations. (2) Includes the minimum payments for operating lease obligations. The operating lease obligations do not include any contingent rent expense we may incur at our factory house stores based on future sales above a specified minimum or payments made for maintenance, insurance and real estate taxes. Contingent rent expense was $6.2 million for the year ended December 31, 2012. (3) We generally place orders with our manufacturers at least three to four months in advance of expected future sales. The amounts listed for product purchase obligations primarily represent our open production purchase orders with our manufacturers for our apparel, footwear and accessories, including expected inbound freight, duties and other costs. These open purchase orders specify fixed or minimum quantities of products at determinable prices. The product purchase obligations also includes fabric commitments with our suppliers, which secure a portion of our material needs for future seasons. The reported amounts exclude product purchase liabilities included in accounts payable as of December 31, 2012. When compared to the product purchase obligation included in our 2011 Form 10- K, product purchase obligations have increased by 128% primarily due to the timing of product purchases and increased fabric commitments with our suppliers. (4) Includes sponsorships with professional teams, professional leagues, colleges and universities, individual athletes, high schools, youth organizations, athletic events and other marketing commitments in order to promote our brand. Some of these sponsorship agreements provide for additional performance incentives and product supply obligations. It is not possible to determine how much we will spend on product supply obligations on an annual basis as contracts generally do not stipulate specific cash amounts to be spent on products. The amount of product provided to these sponsorships depends on many factors including general playing conditions, the number of sporting events in which they participate and our decisions regarding product and marketing initiatives. In addition, the costs to design, develop, source and purchase the products furnished to the endorsers are incurred over a period of time and are not necessarily tracked separately from similar costs incurred for products sold to customers. In addition, it is not possible to determine the amounts we may be required to pay under these agreements as they are primarily subject to certain performance based variables. The amounts listed above are the fixed minimum amounts required to be paid under these agreements. The table above excludes a liability of $17.1 million for uncertain tax positions, including the related interest and penalties, recorded in accordance with applicable accounting guidance, as we are unable to reasonably estimate the timing of settlement. Refer to Note 10 to the Consolidated Financial Statements for a further discussion of our uncertain tax positions. 32
Table of Contents Off- Balance Sheet Arrangements In connection with various contracts and agreements, we have agreed to indemnify counterparties against certain third party claims relating to the infringement of intellectual property rights and other items. Generally, such indemnification obligations do not apply in situations in which our counterparties are grossly negligent, engage in willful misconduct, or act in bad faith. Based on our historical experience and the estimated probability of future loss, we have determined the fair value of such indemnifications is not material to our financial position or results of operations. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities. Actual results could be significantly different from these estimates. We believe the following discussion addresses the critical accounting policies that are necessary to understand and evaluate our reported financial results. Revenue Recognition Net revenues consist of both net sales and license revenues. Net sales are recognized upon transfer of ownership, including passage of title to the customer and transfer of risk of loss related to those goods. Transfer of title and risk of loss are based upon shipment under free on board shipping point for most goods or upon receipt by the customer depending on the country of the sale and the agreement with the customer. In some instances, transfer of title and risk of loss take place at the point of sale, for example at our retail stores. We may also ship product directly from our supplier to the customer and recognize revenue when the product is delivered to and accepted by the customer. License revenues are recognized based upon shipment of licensed products sold by our licensees. Sales taxes imposed on our revenues from product sales are presented on a net basis on the consolidated statements of income and therefore do not impact net revenues or costs of goods sold. We record reductions to revenue for estimated customer returns, allowances, markdowns and discounts. We base our estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by us. The actual amount of customer returns and allowances, which is inherently uncertain, may differ from our estimates. If we determine that actual or expected returns or allowances are significantly higher or lower than the reserves we established, we would record a reduction or increase, as appropriate, to net sales in the period in which we make such a determination. Provisions for customer specific discounts are based on contractual obligations with certain major customers. Reserves for returns, allowances, markdowns and discounts are recorded as an offset to accounts receivable as settlements are made through offsets to outstanding customer invoices. As of December 31, 2012 and 2011, there were $40.7 million and $27.1 million, respectively, in reserves for customer returns, allowances, markdowns and discounts. Allowance for Doubtful Accounts We make ongoing estimates relating to the collectability of accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the reserve, we consider historical levels of credit losses and significant economic developments within the retail environment that could impact the ability of our customers to pay outstanding balances and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from estimates. If the financial condition of customers were to deteriorate, resulting in their inability to make payments, a larger reserve might be required. In the event we determine a smaller or larger reserve is appropriate, we would record a benefit or charge to selling, general and administrative expense in the period in which such a determination was made. As of December 31, 2012 and 2011, the allowance for doubtful accounts was $3.3 million and $4.1 million, respectively. Inventory Valuation and Reserves We value our inventory at standard cost which approximates landed cost, using the first- in, first- out method of cost determination. Market value is estimated based upon assumptions made about future demand and retail market conditions. If we determine that the estimated market value of our inventory is less than the carrying value of such inventory, we record a charge to cost of goods sold to reflect the lower of cost or market. If actual market conditions are less favorable than those we projected, further adjustments may be required that would increase the cost of goods sold in the period in which such a determination was made. 33
Table of Contents Impairment of Long- Lived Assets including Intangible Assets We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of long- lived assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. When factors indicate that an asset should be evaluated for possible impairment, we review long- lived assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. Indefinite lived intangible assets are not amortized and are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. We perform intangible asset impairment tests in the fourth quarter of each fiscal year. No material impairments were recorded related to long- lived assets or indefinite lived intangible assets during the years ended December 31, 2012, 2011 and 2010. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary. Assessing whether deferred tax assets are realizable requires significant judgment. We consider all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent we believe it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against our deferred tax assets, which increase income tax expense in the period when such a determination is made. Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. We recognize accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the consolidated statements of income. Stock- Based Compensation We account for stockbased compensation in accordance with accounting guidance that requires all stockbased compensation awards granted to employees and directors to be measured at fair value and recognized as an expense in the financial statements. As of December 31, 2012, we had $24.5 million of unrecognized compensation expense related to time- based awards expected to be recognized over a weighted average period of 2.7 years. As of December 31, 2012, we had an additional $4.2 million of unrecognized compensation expense related to performance- based stock options expected to be recognized over a weighted average period of 1.1 years. Determining the appropriate fair value model and calculating the fair value of stockbased compensation awards require the input of highly subjective assumptions, including the expected life of the stockbased compensation awards, stock price volatility and estimated forfeiture rates. We use the Black- Scholes option- pricing model to determine the fair value of stockbased compensation awards. The assumptions used in calculating the fair value of stockbased compensation awards represent managements best estimates, but the estimates involve inherent uncertainties and the application of management judgment. In addition, compensation expense for performance- based awards is recorded over the related service period when achievement of the performance target is deemed probable, which requires management judgment. For example, the achievement of the operating income targets related to the performance- based restricted stock units granted in 2012 and a portion of the awards granted in 2011 were not deemed probable as of December 31, 2012. Additional stockbased compensation of up to $16.6 million would have been recorded in 2012 for these performance- based restricted stock units had the full achievement of all operating targets been deemed probable. As a result, if factors change and we use different assumptions, our stockbased compensation expense could be materially different in the future. Refer to Note 2 and Note 12 to the Consolidated Financial Statements for a further discussion on stockbased compensation. Recently Issued Accounting Standards In February 2013, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update which requires companies to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. This guidance is effective for annual and interim reporting periods 34
Table of Contents beginning after December 15, 2012. We believe the adoption of this pronouncement will not have a material impact on our consolidated financial statements. Recently Adopted Accounting Standards In July 2012, the FASB issued an Accounting Standards Update which allows companies to assess qualitative factors to determine the likelihood of indefinitelived intangible asset impairment and whether it is necessary to perform the quantitative impairment test currently required. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The early adoption of this pronouncement did not have an impact on our consolidated financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Foreign Currency Risk We currently generate a small amount of our consolidated net revenues in Canada and Europe. The reporting currency for our consolidated financial statements is the U.S. dollar. To date, net revenues generated outside of the United States have not been significant. However, as our net revenues generated outside of the United States increase, our results of operations could be adversely impacted by changes in foreign currency exchange rates. For example, if we recognize foreign revenues in local foreign currencies (as we currently do in Canada and Europe) and if the U.S. dollar strengthens, it could have a negative impact on our foreign revenues upon translation of those results into the U.S. dollar upon consolidation of our financial statements. In addition, we are exposed to gains and losses resulting from fluctuations in foreign currency exchange rates on transactions generated by our foreign subsidiaries in currencies other than their local currencies. These gains and losses are primarily driven by intercompany transactions. These exposures are included in other expense, net on the consolidated statements of income. From time to time, we may elect to enter into foreign currency forward contracts to reduce the risk associated with foreign currency exchange rate fluctuations on intercompany transactions and projected inventory purchases for our European and Canadian subsidiaries. In addition, we may elect to enter into foreign currency forward contracts to reduce the risk associated with foreign currency exchange rate fluctuations on Pound Sterling denominated balance sheet items. We do not enter into derivative financial instruments for speculative or trading purposes. Based on the foreign currency forward contracts outstanding as of December 31, 2012, we receive U.S. Dollars in exchange for Canadian Dollars at a weighted average contractual forward foreign currency exchange rate of 0.99 CAD per $1.00, U.S. Dollars in exchange for Euros at a weighted average contractual foreign currency exchange rate of 0.76 per $1.00 and Euros in exchange for Pounds Sterling at a weighted average contractual foreign currency exchange rate of 0.81 per 1.00. As of December 31, 2012, the notional value of our outstanding foreign currency forward contracts used to mitigate the foreign currency exchange rate fluctuations on our Canadian subsidiarys intercompany transactions was $1.0 million with contract maturities of 1 month or less. As of December 31, 2012, the notional value of our outstanding foreign currency forward contracts used to mitigate the foreign currency exchange rate fluctuations on our European subsidiarys intercompany transactions was $25.6 million with contract maturities of 1 month. The foreign currency forward contracts are not designated as cash flow hedges, and accordingly, changes in their fair value are recorded in earnings. The fair values of the Companys foreign currency forward contracts were assets of $4.8 thousand as of December 31, 2012, and were included in prepaid expenses and other current assets on the consolidated balance sheet. The fair values of the Company's foreign currency forward contracts were liabilities of $0.7 million as of December 31, 2011, and were included in accrued expenses on the consolidated balance sheet. Refer to Note 9 for a discussion of the fair value measurements. Included in other expense, net were the following amounts related to changes in foreign currency exchange rates and derivative foreign currency forward contracts:
Unrealized foreign currency exchange rate gains (losses) $ 2,464 $ (4,027) $ (1,280) Realized foreign currency exchange rate gains (losses) (182) 298 (2,638) Unrealized derivative gains (losses) 675 (31) (809) Realized derivative gains (losses) (3,030) 1,696 3,549 We enter into foreign currency forward contracts with major financial institutions with investment grade credit ratings and are exposed to credit losses in the event of non- performance by these financial institutions. This credit risk is generally limited to the unrealized gains in the foreign currency forward contracts. However, we monitor the credit quality of these financial institutions and consider the risk of counterparty default to be minimal. Although we have entered into foreign currency forward contracts to minimize some of the impact of foreign currency exchange rate fluctuations on future cash flows, 35
Table of Contents we cannot be assured that foreign currency exchange rate fluctuations will not have a material adverse impact on our financial condition and results of operations. Interest Rate Risk In order to maintain liquidity and fund business operations, we enter into long term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of our long- term debt can be expected to vary as a result of future business requirements, market conditions and other factors. We may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations. In December 2012, we began utilizing an interest rate swap contract to convert a portion of variable rate debt under the new $50.0 million loan to fixed rate debt. The contract pays fixed and receives variable rates of interest based on onemonth LIBOR and has a maturity date of December 2019. The interest rate swap contract is accounted for as a cash flow hedge and accordingly, the effective portion of the changes in fair value are recorded in other comprehensive income and reclassified into interest expense over the life of the underlying debt obligation. As of December 31, 2012, the notional value of our outstanding interest rate swap contract was $25.0 million. During the year ended December 31, 2012, we recorded a $21.1 thousand increase in interest expense, representing interest incurred on the arrangement. The fair value of the interest rate swap contract was a liability of $0.1 million as of December 31, 2012, and was included in other long term liabilities on the consolidated balance sheet. Credit Risk We are exposed to credit risk primarily on our accounts receivable. We provide credit to customers in the ordinary course of business and perform ongoing credit evaluations. We believe that our exposure to concentrations of credit risk with respect to trade receivables is largely mitigated by our customer base. We believe that our allowance for doubtful accounts is sufficient to cover customer credit risks as of December 31, 2012. Inflation Inflationary factors such as increases in the cost of our product and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.
36
Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Management on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on our evaluation, we have concluded that our internal control over financial reporting was effective as of December 31, 2012. The effectiveness of our internal control over financial reporting as of December 31, 2012, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. /s/ KEVIN A. PLANK
Kevin A. Plank
Chairman of the Board of Directors, Chief Executive Officer and President Chief Financial Officer
/s/ Dated: February 25, 2013
BRAD DICKERSON
Brad Dickerson
37
Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Under Armour, Inc.: In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Under Armour, Inc. and its subsidiaries (the Company) at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP Baltimore, Maryland February 25, 2013
38
Table of Contents Under Armour, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except share data)
December 31, 2012 December 31, 2011
Assets Current assets Cash and cash equivalents Accounts receivable, net Inventories Prepaid expenses and other current assets Deferred income taxes Total current assets Property and equipment, net Intangible assets, net Deferred income taxes Other long term assets Total assets Liabilities and Stockholders Equity Current liabilities Accounts payable Accrued expenses Current maturities of long term debt Other current liabilities Total current liabilities Long term debt, net of current maturities Other long term liabilities Total liabilities Commitments and contingencies (see Note 7) Stockholders equity Class A Common Stock, $0.0003 1/3 par value; 200,000,000 shares authorized as of December 31, 2012 and 2011; 83,461,106 shares issued and outstanding as of December 31, 2012 and 80,992,252 shares issued and outstanding as of December 31, 2011. Class B Convertible Common Stock, $0.0003 1/3 par value; 21,300,000 shares authorized, issued and outstanding as of December 31, 2012 and 22,500,000 shares authorized, issued and outstanding as of December 31, 2011. Additional paid- in capital Retained earnings Accumulated other comprehensive income Total stockholders equity Total liabilities and stockholders equity
341,841 175,524 319,286 43,896 23,051 903,598 180,850 4,483 22,606 45,546 1,157,083
175,384 134,043 324,409 39,643 16,184 689,663 159,135 5,535 15,885 48,992 919,210
143,689 85,077 9,132 14,330 252,228 52,757 35,176 340,161
100,527 69,285 6,882 6,913 183,607 70,842 28,329 282,778
28
27
7 321,338 493,181 2,368 816,922 1,157,083
7 268,206 366,164 2,028 636,432 919,210
See accompanying notes. 39
Table of Contents Under Armour, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share amounts)
2012
2010
Net revenues Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations Interest expense, net Other expense, net Income before income taxes Provision for income taxes Net income Net income available per common share Basic Diluted Weighted average common shares outstanding Basic Diluted
1,834,921 955,624 879,297 670,602 208,695 (5,183) (73) 203,439 74,661 128,778
1,472,684 759,848 712,836 550,069 162,767 (3,841) (2,064) 156,862 59,943 96,919
1,063,927 533,420 530,507 418,152 112,355 (2,258) (1,178) 108,919 40,442 68,477
$ $
1.23 1.21
$ $
0.94 0.92
$ $
0.67 0.67
104,343 106,380
103,140 105,052
101,595 102,563
Table of Contents Under Armour, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (In thousands)
2012
2010
Net income $ Other comprehensive income: Foreign currency translation adjustment Unrealized loss on cash flow hedge, net of tax $58 Total other comprehensive income (loss) Comprehensive income $
128,778
96,919
68,477
423 (83) 340 129,118
(13) (13) 96,906
1,577 1,577 70,054
Table of Contents
Under Armour, Inc. and Subsidiaries Consolidated Statements of Stockholders Equity (In thousands)
Class A Common Stock Class B Convertible Common Stock Additional Paid- In Capital Unearned Compensation Accumulated Other Comprehensive Income (Loss) Total Stockholders Equity 399,996 6,105
Shares Balance as of December 31, 2009 Exercise of stock options Shares withheld in consideration of employee tax obligations relative to stockbased compensation arrangements Issuance of Class A Common Stock, net of forfeitures Stock- based compensation expense Net excess tax benefits from stockbased compensation arrangements Comprehensive income Balance as of December 31, 2010 Exercise of stock options Shares withheld in consideration of employee tax obligations relative to stockbased compensation arrangements Issuance of Class A Common Stock, net of forfeitures Class B Convertible Common Stock converted to Class A Common Stock Stock- based compensation expense Net excess tax benefits from stockbased compensation arrangements
Amount
Shares
Amount
Retained Earnings
75,495 $ 1,598
25 1
25,000 $
8 $
197,325 6,104
202,188 $
(14) $
464 $
(38)
(644)
(644)
265
1,788
1,788
16,170
14
16,184
3,483
68,477
1,577
3,483 70,054
77,320 1,126
26
25,000
224,870 12,853
270,021
2,041
496,966 12,853
(23)
(776)
(776)
69
2,041
2,041
2,500
(2,500)
(1)
18,063
18,063
10,379
10,379
Comprehensive income Balance as of December 31, 2011 Exercise of stock options Shares withheld in consideration of employee tax obligations relative to stockbased compensation arrangements Issuance of Class A Common Stock, net of forfeitures Class B Convertible Common Stock converted to Class A Common Stock Stock- based compensation expense Net excess tax benefits from stockbased compensation arrangements Comprehensive income Balance as of December 31, 2012
96,919
(13)
96,906
80,992 1,218
27 1
22,500
268,206 12,370
366,164
2,028
636,432 12,371
(38)
(1,761)
(1,761)
89
3,247
3,247
1,200
(1,200)
19,845
19,845
17,670
128,778
340
17,670 129,118
83,461 $
28
21,300 $
7 $
321,338
493,181 $
2,368 $
816,922
Table of Contents Under Armour, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands)
2012 Year Ended December 31, 2011 2010
Cash flows from operating activities Net income $ Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortization Unrealized foreign currency exchange rate (gains) losses Loss on disposal of property and equipment Stock- based compensation Gain on bargain purchase of corporate headquarters (excludes transaction costs of $1.9 million) Deferred income taxes Changes in reserves and allowances Changes in operating assets and liabilities: Accounts receivable Inventories Prepaid expenses and other assets Accounts payable Accrued expenses and other liabilities Income taxes payable and receivable Net cash provided by operating activities Cash flows from investing activities Purchases of property and equipment Purchase of corporate headquarters and related expenditures Purchase of long term investment Purchases of other assets Change in restricted cash Net cash used in investing activities Cash flows from financing activities Proceeds from revolving credit facility Payments on revolving credit facility Proceeds from term loan Payments on term loan Proceeds from long term debt Payments on long term debt Payments on capital lease obligations Excess tax benefits from stockbased compensation arrangements
128,778
96,919
68,477
43,082 (2,464) 524 19,845
36,301 4,027 36 18,063
31,321 1,280 44 16,227
(12,973) 13,916
(3,300) 3,620 5,536
(10,337) 2,322
(53,433) 4,699 (4,060) 35,370 21,966 4,511 199,761
(33,923) (114,646) (42,633) 17,209 23,442 4,567 15,218
(32,320) (65,239) (4,099) 16,158 21,330 4,950 50,114
(50,650)
(56,228)
(30,182)
(1,310) 5,029 (46,931)
(23,164) (3,862) (1,153) (5,029) (89,436)
(11,125) (478) (41,785)
(25,000) 50,000 (44,330)
30,000 (30,000) 25,000 5,644 (7,418)
5,262 (9,446) (97)
17,868
10,260
4,189
Proceeds from exercise of stock options and other stock issuances Payments of debt financing costs Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents Beginning of period End of period $ Non- cash investing and financing activities Debt assumed and property and equipment acquired in connection with purchase of corporate headquarters $ Acquisition of property and equipment through certain obligations Other supplemental information Cash paid for income taxes Cash paid for interest
14,776 (1,017) 12,297
14,645 (2,324) 45,807
7,335 7,243
1,330 166,457 175,384 341,841
(75) (28,486) 203,870 175,384
1,001 16,573 187,297 203,870
38,556
15,216
3,079
2,922
57,739 3,306 See accompanying notes. 43
56,940 2,305
38,773 992
Table of Contents Under Armour, Inc. and Subsidiaries Notes to the Audited Consolidated Financial Statements 1. Description of the Business Under Armour, Inc. is a developer, marketer and distributor of branded performance apparel, footwear and accessories. These products are sold worldwide and worn by athletes at all levels, from youth to professional on playing fields around the globe, as well as by consumers with active lifestyles. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Under Armour, Inc. and its wholly owned subsidiaries (the Company). All intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. On June 11, 2012 the Board of Directors declared a two- for- one stock split of the Company's Class A and Class B common stock, which was effected in the form of a 100% common stock dividend distributed on July 9, 2012. Stockholders' equity and all references to share and per share amounts in the accompanying consolidated financial statements have been retroactively adjusted to reflect the two- for- one stock split for all periods presented. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at date of inception to be cash and cash equivalents. Included in interest expense, net for the years ended December 31, 2012, 2011 and 2010 was interest income of $25.2 thousand, $30.0 thousand and $48.7 thousand, respectively, related to cash and cash equivalents. Concentration of Credit Risk Financial instruments that subject the Company to significant concentration of credit risk consist primarily of accounts receivable. The majority of the Companys accounts receivable is due from large sporting goods retailers. Credit is extended based on an evaluation of the customers financial condition and collateral is not required. The most significant customers that accounted for a large portion of net revenues and accounts receivable are as follows:
Customer A Customer B Customer C
Net revenues 2012 16.6% 5.8% 5.2% 2011 18.2% 7.4% 5.6% 2010 18.5% 8.7% 5.0% Accounts receivable 2012 26.4% 8.8% 7.0% 2011 25.4% 8.6% 5.5% 2010 23.3% 11.0% 5.4% Allowance for Doubtful Accounts The Company makes ongoing estimates relating to the collectability of accounts receivable and maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. In determining the amount of the reserve, the Company considers historical levels of credit losses and significant economic developments within the retail environment that could impact the ability of its customers to pay outstanding balances and makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because the Company cannot predict future changes in the financial stability of its customers, actual future losses from uncollectible accounts may differ from estimates. If the financial condition of customers were to deteriorate, resulting in their inability to make payments, a larger reserve might be required. In the event the Company determines a smaller or larger reserve is appropriate, it would record a benefit or charge to selling, general and administrative expense in the period in which such a determination was made. As of December 31, 2012 and 2011, the allowance for doubtful accounts was $3.3 million and $4.1 million, respectively. 44
Table of Contents Inventories Inventories consist primarily of finished goods. Costs of finished goods inventories include all costs incurred to bring inventory to its current condition, including inbound freight, duties and other costs. The Company values its inventory at standard cost which approximates landed cost, using the first- in, first- out method of cost determination. Market value is estimated based upon assumptions made about future demand and retail market conditions. If the Company determines that the estimated market value of its inventory is less than the carrying value of such inventory, it records a charge to cost of goods sold to reflect the lower of cost or market. If actual market conditions are less favorable than those projected by the Company, further adjustments may be required that would increase the cost of goods sold in the period in which such a determination was made. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Companys assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary. Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Companys deferred tax assets, which increase income tax expense in the period when such a determination is made. Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the consolidated statements of income. Property and Equipment Property and equipment are stated at cost, including the cost of internal labor for software customized for internal use, less accumulated depreciation and amortization. Property and equipment is depreciated using the straight- line method over the estimated useful lives of the assets: 3 to 10 years for furniture, office equipment and software and plant equipment and 10 to 35 years for site improvements, buildings and building equipment. Leasehold and tenant improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. The cost of instore apparel and footwear fixtures and displays are capitalized, included in furniture, fixtures and displays, and depreciated over 3 years. The Company periodically reviews assets estimated useful lives based upon actual experience and expected future utilization. A change in useful life is treated as a change in accounting estimate and is applied prospectively. The Company capitalizes the cost of interest for long term property and equipment projects based on the Companys weighted average borrowing rates in place while the projects are in progress. Capitalized interest was $0.5 million and $0.7 million as of December 31, 2012 and 2011, respectively. Upon retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in selling, general and administrative expenses for that period. Major additions and betterments are capitalized to the asset accounts while maintenance and repairs, which do not improve or extend the lives of assets, are expensed as incurred. Impairment of Long- Lived Assets including Intangible Assets The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful life of long- lived assets may warrant revision or that the remaining balance may not be recoverable. These factors may include a significant deterioration of operating results, changes in business plans, or changes in anticipated cash flows. When factors indicate that an asset should be evaluated for possible impairment, the Company reviews long- lived assets to assess recoverability from future operations using undiscounted cash flows. If future undiscounted cash flows are less than the carrying value, an impairment is recognized in earnings to the extent that the carrying value exceeds fair value. Indefinite lived intangible assets are not amortized and are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company performs its intangible 45
Table of Contents asset impairment tests in the fourth quarter of each fiscal year. No material impairments were recorded related to long- lived assets or indefinite lived intangible assets during the years ended December 31, 2012, 2011 and 2010. Accrued Expenses At December 31, 2012, accrued expenses primarily included $37.9 million and $13.6 million of accrued compensation and benefits and marketing expenses, respectively. At December 31, 2011, accrued expenses primarily included $31.4 million and $14.2 million of accrued compensation and benefits and marketing expenses, respectively. Foreign Currency Translation and Transactions The functional currency for each of the Companys wholly owned foreign subsidiaries is generally the applicable local currency. The translation of foreign currencies into U.S. dollars is performed for assets and liabilities using current foreign currency exchange rates in effect at the balance sheet date and for revenue and expense accounts using average foreign currency exchange rates during the period. Capital accounts are translated at historical foreign currency exchange rates. Translation gains and losses are included in stockholders equity as a component of accumulated other comprehensive income. Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in other expense, net on the consolidated statements of income. Derivatives and Hedging Activities The Company uses derivative financial instruments in the form of foreign currency forward and interest rate swap contracts to minimize the risk associated with foreign currency exchange rate and interest rate fluctuations. The Company accounts for derivative financial instruments pursuant to applicable accounting guidance. This guidance establishes accounting and reporting standards for derivative financial instruments and requires all derivatives to be recognized as either assets or liabilities on the balance sheet and to be measured at fair value. Unrealized derivative gain positions are recorded as other current assets or other long term assets, and unrealized derivative loss positions are recorded as accrued expenses or other long term liabilities, depending on the derivative financial instruments maturity date. Currently, the Companys foreign currency forward contracts are not designated as cash flow hedges, and accordingly, changes in their fair value are included in other expense, net on the consolidated statements of income. The Company has designated its interest rate swap contract as a cash flow hedge and accordingly, the effective portion of changes in fair value are recorded in other comprehensive income and reclassified into interest expense over the life of the underlying debt obligation. The Company does not enter into derivative financial instruments for speculative or trading purposes. Revenue Recognition The Company recognizes revenue pursuant to applicable accounting standards. Net revenues consist of both net sales and license revenues. Net sales are recognized upon transfer of ownership, including passage of title to the customer and transfer of risk of loss related to those goods. Transfer of title and risk of loss is based upon shipment under free on board shipping point for most goods or upon receipt by the customer depending on the country of the sale and the agreement with the customer. In some instances, transfer of title and risk of loss takes place at the point of sale, for example, at the Companys retail stores. The Company may also ship product directly from its supplier to the customer and recognize revenue when the product is delivered to and accepted by the customer. License revenues are recognized based upon shipment of licensed products sold by the Companys licensees. Sales taxes imposed on the Companys revenues from product sales are presented on a net basis on the consolidated statements of income and therefore do not impact net revenues or costs of goods sold. The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. The Company bases its estimates on historical rates of customer returns and allowances as well as the specific identification of outstanding returns, markdowns and allowances that have not yet been received by the Company. The actual amount of customer returns and allowances, which is inherently uncertain, may differ from the Companys estimates. If the Company determines that actual or expected returns or allowances are significantly higher or lower than the reserves it established, it would record a reduction or increase, as appropriate, to net sales in the period in which it makes such a determination. Provisions for customer specific discounts are based on contractual obligations with certain major customers. Reserves for returns, allowances, markdowns and discounts are recorded as an offset to accounts receivable as settlements are made through offsets to outstanding customer invoices. As of December 31, 2012 and 2011, there were $40.7 million and $27.1 million, respectively, in reserves for customer returns, allowances, markdowns and discounts. 46
Table of Contents Advertising Costs Advertising costs are charged to selling, general and administrative expenses. Advertising production costs are expensed the first time an advertisement related to such production costs is run. Media (television, print and radio) placement costs are expensed in the month during which the advertisement appears, and costs related to event sponsorships are expensed when the event occurs. In addition, advertising costs include sponsorship expenses. Accounting for sponsorship payments is based upon specific contract provisions and the payments are generally expensed uniformly over the term of the contract after recording expense related to specific performance incentives once they are deemed probable. Advertising expense, including amortization of instore marketing fixtures and displays, was $205.4 million, $167.9 million and $128.2 million for the years ended December 31, 2012, 2011 and 2010, respectively. At December 31, 2012 and 2011, prepaid advertising costs were $17.5 million and $10.4 million, respectively. Shipping and Handling Costs The Company charges certain customers shipping and handling fees. These fees are recorded in net revenues. The Company includes the majority of outbound handling costs as a component of selling, general and administrative expenses. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate the Companys distribution facilities. These costs, included within selling, general and administrative expenses, were $34.8 million, $26.1 million and $14.7 million for the years ended December 31, 2012, 2011 and 2010, respectively. The Company includes outbound freight costs associated with shipping goods to customers as a component of cost of goods sold. Minority Investment Beginning in January 2011, the Company has held a minority equity investment in Dome Corporation (Dome), the Companys Japanese licensee. The Company invested 1,140.0 million, or $15.5 million, in exchange for 19.5% common stock ownership in Dome. As of December 31, 2012 and 2011, the carrying value of the Companys investment was $14.6 million and $14.4 million, respectively, and was included in other long term assets on the consolidated balance sheet. The investment is subject to foreign currency translation rate fluctuations as it is held by the Companys European subsidiary. The Company accounts for its investment in Dome under the cost method given that it does not have the ability to exercise significant influence. Additionally, the Company concluded that no event or change in circumstances occurred during the year ended December 31, 2012 that may have a significant adverse effect on the fair value of the investment. Earnings per Share Basic earnings per common share is computed by dividing net income available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Any stockbased compensation awards that are determined to be participating securities, which are stockbased compensation awards that entitle the holders to receive dividends prior to vesting, are included in the calculation of basic earnings per share using the two class method. Diluted earnings per common share is computed by dividing net income available to common stockholders for the period by the diluted weighted average common shares outstanding during the period. Diluted earnings per share reflects the potential dilution from common shares issuable through stock options, warrants, restricted stock units and other equity awards. Refer to Note 12 for further discussion of earnings per share. Stock- Based Compensation The Company accounts for stockbased compensation in accordance with accounting guidance that requires all stockbased compensation awards granted to employees and directors to be measured at fair value and recognized as an expense in the financial statements. In addition, this guidance requires that excess tax benefits related to stockbased compensation awards be reflected as financing cash flows. The Company uses the Black- Scholes option- pricing model to estimate the fair market value of stockbased compensation awards. The Company uses the simplified methodto estimate the expected life of options, as permitted by accounting guidance. The simplified method calculates the expected life of a stock option equal to the time from grant to the midpoint between the vesting date and contractual term, taking into account all vesting tranches. The risk free interest rate is based on the yield for the U.S. Treasury bill with a maturity equal to the expected life of the stock option. Expected volatility is based on an average for a peer group of companies similar in terms of type of business, industry, stage of life cycle and size. Compensation expense is recognized net of forfeitures on a straight- line basis over the total vesting period, which is the implied requisite service period. Compensation expense for performance- based awards is recorded over the implied requisite service period when achievement of the performance target is deemed probable. The forfeiture rate is estimated at the date of grant based on historical rates. 47
Table of Contents In addition, the Company recognized expense for stockbased compensation awards granted prior to the Companys initial filing of its S- 1 Registration Statement in accordance with accounting guidance that allows the intrinsic value method. Under the intrinsic value method, stockbased compensation expense of fixed stock options is based on the difference, if any, between the fair value of the companys stock on the grant date and the exercise price of the option. The stockbased compensation expense for these awards was fully amortized in 2010. Had the Company elected to account for all stockbased compensation awards at fair value, the impact to net income and earnings per share for the year ended December 31, 2010 would not have been material to its consolidated financial position or results of operations. The Company issues new shares of Class A Common Stock upon exercise of stock options, grant of restricted stock or share unit conversion. Refer to Note 12 for further details on stockbased compensation. Management Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Fair Value of Financial Instruments The carrying amounts shown for the Companys cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short term maturity of those instruments. The fair value of the long term debt approximates its carrying value based on the variable nature of interest rates and current market rates available to the Company. The fair value of foreign currency forward contracts is based on the net difference between the U.S. dollars 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 forward exchange rate. The fair value of the interest rate swap contract is based on the net difference between the fixed interest to be paid and variable interest to be received over the term of the contract based on current market rates. Recently Issued Accounting Standards In February 2013, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update which requires companies to present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. This guidance is effective for annual and interim reporting periods beginning after December 15, 2012. The Company believes the adoption of this pronouncement will not have a material impact on its consolidated financial statements. Recently Adopted Accounting Standards In July 2012, the FASB issued an Accounting Standards Update which allows companies to assess qualitative factors to determine the likelihood of indefinitelived intangible asset impairment and whether it is necessary to perform the quantitative impairment test currently required. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The early adoption of this pronouncement did not have an impact on the Company's consolidated financial statements. 3. Acquisitions In July 2011, the Company acquired approximately 400.0 thousand square feet of office space comprising its corporate headquarters for $60.5 million. The acquisition included land, buildings, tenant improvements and third party lease- related intangible assets. As of December 31, 2012, 141.4 thousand square feet of the 400.0 thousand square feet acquired was leased to third party tenants with remaining lease terms ranging from 1 month to 13.5 years. The Company intends to occupy additional space as it becomes available. The acquisition included the assumption of a $38.6 million loan secured by the property and the remaining purchase price was paid in cash funded primarily by a $25.0 million term loan borrowed in May 2011. The carrying value of the assumed loan approximated its fair value on the date of the acquisition. Refer to Note 6 for a discussion of the assumed loan and term loan. A $1.0 million deposit was paid upon signing the purchase agreement in November 2010. The aggregate fair value of the acquisition was $63.8 million. The fair value was estimated using a combination of market, income and cost approaches. The acquisition was accounted for as a business combination, and as such the Company 48
Table of Contents recognized a bargain purchase gain in the year ended December 31, 2011 of $3.3 million, as the amount by which the fair value of the net assets acquired exceeded the fair value of the purchase price. In connection with this acquisition, the Company incurred acquisition related expenses of approximately $1.9 million. Both the acquisition related expenses and pre- tax bargain purchase gain were included in selling, general and administrative expenses on the consolidated statements of income during the year ended December 31, 2011. This transaction did not have a material impact to the Companys consolidated statements of income during the year ended December 31, 2012. 4. Property and Equipment, Net Property and equipment consisted of the following:
December 31, (In thousands) 2012 2011
Leasehold and tenant improvements $ 75,058 $ 60,217 Furniture, fixtures and displays 59,849 49,445 Buildings 42,533 42,141 Software 40,836 36,796 Office equipment 35,752 30,427 Plant equipment 30,214 27,026 Land 17,628 17,628 Construction in progress 23,005 9,160 Other 1,246 970 Subtotal property and equipment 326,121 273,810 Accumulated depreciation (145,271) (114,675) Property and equipment, net $ 180,850 $ 159,135 Construction in progress primarily includes costs incurred for software systems, leasehold improvements and instore fixtures and displays not yet placed in use. Depreciation expense related to property and equipment was $39.8 million, $32.7 million and $28.7 million for the years ended December 31, 2012, 2011 and 2010, respectively. 5. Intangible Assets, Net The following table summarizes the Companys intangible assets as of the periods indicated:
December 31, 2012 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount December 31, 2011 Accumulated Amortization Net Carrying Amount
(In thousands)
Intangible assets subject to amortization: Footwear promotional rights $ 8,500 $ (8,500) $ $ 8,500 $ (8,125) $ 375 Lease- related intangible assets 3,896 (1,974) 1,922 3,896 (743) 3,153 Other 3,087 (2,215) 872 2,982 (1,576) 1,406 Total $ 15,483 $ (12,689) 2,794 $ 15,378 $ (10,444) 4,934 Indefinitelived intangible assets 1,689 601 Intangible assets, net $ 4,483 $ 5,535 Intangible assets, excluding lease- related intangible assets, are amortized using estimated useful lives of 55 months to 89 months with no residual value. Lease- related intangible assets were acquired with the purchase of the Companys corporate headquarters and are amortized over the remaining third party lease terms, which ranged from 9 months to 15 years on the date of purchase. Amortization expense, which is included in selling, general and administrative expenses, was $2.2 million, $2.9 million and $2.0 million for the years ended December 31, 2012, 2011 and 2010, respectively. The estimated amortization expense of the Companys intangible assets is $0.9 million and $0.4 million for the years ending December 31, 2013 and 2014, respectively, and $0.3 million for each of the years ending December 31, 2015, 2016 and 2017.
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Table of Contents 6. Credit Facility and Long Term Debt Credit Facility In March 2011, the Company entered into a new $325.0 million credit facility with certain lending institutions and terminated its prior $200.0 million revolving credit facility in order to increase the Companys available financing and to expand its lending syndicate. The credit facility has a term of four years and provides for a committed revolving credit line of up to $300.0 million, in addition to a $25.0 million term loan facility. The commitment amount under the revolving credit facility may be increased by an additional $50.0 million, subject to certain conditions and approvals as set forth in the credit agreement. The Company incurred and capitalized $1.6 million in deferred financing costs in connection with the credit facility. The credit facility may be used for working capital and general corporate purposes and is collateralized by substantially all of the assets of the Company and certain of its domestic subsidiaries (other than trademarks and the land and buildings comprising the Companys corporate headquarters) and by a pledge of 65% of the equity interests of certain of the Companys foreign subsidiaries. Up to $5.0 million of the facility may be used to support letters of credit, of which none were outstanding as of December 31, 2012. The Company is required to maintain a certain leverage ratio and interest coverage ratio as set forth in the credit agreement. As of December 31, 2012, the Company was in compliance with these ratios. The credit agreement also provides the lenders with the ability to reduce the borrowing base, even if the Company is in compliance with all conditions of the credit agreement, upon a material adverse change to the business, properties, assets, financial condition or results of operations of the Company. The credit agreement contains a number of restrictions that limit the Companys ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge its assets as security, guaranty obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change its line of business. In addition, the credit agreement includes a cross default provision whereby an event of default under other debt obligations, as defined in the credit agreement, will be considered an event of default under the credit agreement. Borrowings under the credit facility bear interest based on the daily balance outstanding at LIBOR (with no rate floor) plus an applicable margin (varying from 1.25% to 1.75%) or, in certain cases a base rate (based on a certain lending institutions Prime Rate or as otherwise specified in the credit agreement, with no rate floor) plus an applicable margin (varying from 0.25% to 0.75%). The credit facility also carries a commitment fee equal to the unused borrowings multiplied by an applicable margin (varying from 0.25% to 0.35%). The applicable margins are calculated quarterly and vary based on the Companys leverage ratio as set forth in the credit agreement. Upon entering into the credit facility in March 2011, the Company terminated its prior $200.0 million revolving credit facility. The prior revolving credit facility was collateralized by substantially all of the Companys assets, other than trademarks, and included covenants, conditions and other terms similar to the Companys new credit facility. During the three months ended September 30, 2011, the Company borrowed $30.0 million under the revolving credit facility to fund seasonal working capital requirements and repaid it during the three months ended December 31, 2011. The interest rate under the revolving credit facility was 1.5% during the year ended December 31, 2011, and no balance was outstanding as of December 31, 2012 and December 31, 2011. In May 2011, the Company borrowed $25.0 million under the term loan facility to finance a portion of the acquisition of the Companys corporate headquarters and repaid it during the three months ended December 31, 2012. The interest rate on the term loan was 1.6% and 1.5% during the years ended December 31, 2012 and 2011, respectively, and no balance was outstanding as of December 31, 2012. Long Term Debt The Company has long term debt agreements with various lenders to finance the acquisition or lease of qualifying capital investments. Loans under these agreements are collateralized by a first lien on the related assets acquired. As these agreements are not committed facilities, each advance is subject to approval by the lenders. Additionally, these agreements include a cross default provision whereby an event of default under other debt obligations, including the Companys credit facility, will be considered an event of default under these agreements. These agreements require a prepayment fee if the Company pays outstanding amounts ahead of the scheduled terms. The terms of the credit facility limit the total amount of additional financing under these agreements to $40.0 million, of which $18.0 million was available for additional financing as of December 31, 2012. At December 31, 2012 and 2011, the outstanding principal balance under these agreements was $11.9 million and $14.5 million, respectively. Currently, advances under these agreements bear interest rates which are fixed at the time of each advance. The weighted average interest rates on outstanding borrowings were 3.2%, 3.5% and 5.3% for the years ended December 31, 2012, 2011 and 2010, respectively. 50
Table of Contents The following are the scheduled maturities of long term debt as of December 31, 2012:
(In thousands)
2013 $ 9,132 2014 4,972 2015 3,951 2016 2,000 2017 2,000 2018 and thereafter 39,834 Total scheduled maturities of long term debt 61,889 Less current maturities of long term debt (9,132) Long term debt obligations $ 52,757 The Company monitors the financial health and stability of its lenders under the revolving credit and long term debt facilities, however during any period of significant instability in the credit markets lenders could be negatively impacted in their ability to perform under these facilities. In July 2011, in connection with the Companys acquisition of its corporate headquarters, the Company assumed a $38.6 million nonrecourse loan secured by a mortgage on the acquired property. The assumed loan had an original term of approximately 10 years with a scheduled maturity date of March 2013. The loan includes a balloon payment of $37.3 million due at maturity. The assumed loan is nonrecourse with the lenders remedies for non- performance limited to action against the acquired property and certain required reserves and a cash collateral account, except for nonrecourse carve outs related to fraud, breaches of certain representations, warranties or covenants, including those related to environmental matters, and other standard carve outs for a loan of this type. The loan requires certain minimum cash flows and financial results from the property, and if those requirements are not met, additional reserves may be required. The assumed loan requires prior approval of the lender for certain matters related to the property, including material leases, changes to property management, transfers of any part of the property and material alterations to the property. The loan has an interest rate of 6.73%. In connection with the assumed loan, the Company incurred and capitalized $0.8 million in deferred financing costs. In addition, the Company was required to set aside amounts in reserve and cash collateral accounts. As of December 31, 2011, $2.0 million of restricted cash was included in prepaid expenses and other current assets, and the remaining $3.0 million of restricted cash was included in other long term assets. In December 2012, the Company repaid the remaining balance of the assumed loan of $37.7 million and entered into a new $50.0 million loan collateralized by the land, buildings and tenant improvements comprising the Company's corporate headquarters. The new loan has a 7 year term and maturity date of December 2019. The loan bears interest at one month LIBOR plus a margin of 1.50%, and allows for prepayment without penalty. The Company is required to maintain the same leverage ratio and interest coverage ratio as set forth in the credit facility. As of December 31, 2012, the Company was in compliance with these ratios. The loan contains a number of restrictions that limit the Companys ability, among other things, and subject to certain limited exceptions, incur additional indebtedness, pledge its assets as a security, guaranty obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change its line of business. The loan requires prior approval of the lender for certain matters related to the property, including transfers of any interest in the property. In addition, the loan includes a cross default provision similar to the cross default provision in the credit facility discussed above. The Company incurred and capitalized $1.0 million in deferred financing costs in connection with the new $50.0 million loan and expensed $0.1 million of unamortized deferred financing costs related to the assumed loan during the three months ended December 31, 2012. Interest expense was $5.2 million, $3.9 million and $2.3 million for the years ended December 31, 2012, 2011 and 2010, respectively. Interest expense includes the amortization of deferred financing costs and interest expense under the credit and long term debt facilities, as well as the assumed loan discussed above. 7. Commitments and Contingencies Obligations Under Operating Leases The Company leases warehouse space, office facilities, space for its retail stores and certain equipment under non- cancelable operating leases. The leases expire at various dates through 2023, excluding extensions at the Companys option, and include provisions for rental adjustments. The table below includes executed lease agreements for factory house stores that the Company did not yet occupy as of December 31, 2012 and does not include contingent rent the company may incur at its retail stores based on future sales above a specified limit. The following is a schedule of future minimum lease payments for 51
Table of Contents non- cancelable real property operating leases as of December 31, 2012 as well as significant operating lease agreements entered into during the period after December 31, 2012 through the date of this report:
(In thousands)
2013 $ 30,610 2014 33,558 2015 31,848 2016 24,980 2017 20,181 2018 and thereafter 61,718 Total future minimum lease payments $ 202,895 Included in selling, general and administrative expense was rent expense of $31.1 million, $26.7 million and $21.3 million for the years ended December 31, 2012, 2011 and 2010, respectively, under non- cancelable operating lease agreements. Included in these amounts was contingent rent expense of $6.2 million, $3.6 million and $2.0 million for the years ended December 31, 2012, 2011 and 2010, respectively. The operating lease obligations included above do not include any contingent rent. Sponsorships and Other Marketing Commitments Within the normal course of business, the Company enters into contractual commitments in order to promote the Companys brand and products. These commitments include sponsorship agreements with teams and athletes on the collegiate and professional levels, official supplier agreements, athletic event sponsorships and other marketing commitments. The following is a schedule of the Companys future minimum payments under its sponsorship and other marketing agreements as of December 31, 2012, as well as significant sponsorship and other marketing agreements entered into during the period after December 31, 2012 through the date of this report:
(In thousands)
2013 $ 57,830 2014 51,429 2015 30,547 2016 9,897 2017 4,800 2018 and thereafter 3,174 Total future minimum sponsorship and other marketing payments $ 157,677 The amounts listed above are the minimum obligations required to be paid under the Companys sponsorship and other marketing agreements. The amounts listed above do not include additional performance incentives and product supply obligations provided under certain agreements. It is not possible to determine how much the Company will spend on product supply obligations on an annual basis as contracts generally do not stipulate specific cash amounts to be spent on products. The amount of product provided to the sponsorships depends on many factors including general playing conditions, the number of sporting events in which they participate and the Companys decisions regarding product and marketing initiatives. In addition, the costs to design, develop, source and purchase the products furnished to the endorsers are incurred over a period of time and are not necessarily tracked separately from similar costs incurred for products sold to customers. Other The Company is, from time to time, involved in routine legal matters incidental to its business. The Company believes that the ultimate resolution of any such current proceedings and claims will not have a material adverse effect on its consolidated financial position, results of operations or cash flows. In connection with various contracts and agreements, the Company has agreed to indemnify counterparties against certain third party claims relating to the infringement of intellectual property rights and other items. Generally, such indemnification obligations do not apply in situations in which the counterparties are grossly negligent, engage in willful misconduct, or act in bad faith. Based on the Companys historical experience and the estimated probability of future loss, the Company has determined that the fair value of such indemnifications is not material to its consolidated financial position or results of operations.
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Table of Contents 8. Stockholders Equity The Companys Class A Common Stock and Class B Convertible Common Stock have an authorized number of shares of 200.0 million shares and 21.3 million shares, respectively, and each have a par value of $0.0003 1/3 per share. Holders of Class A Common Stock and Class B Convertible Common Stock have identical rights, including liquidation preferences, except that the holders of Class A Common Stock are entitled to one vote per share and holders of Class B Convertible Common Stock are entitled to 10 votes per share on all matters submitted to a stockholder vote. Class B Convertible Common Stock may only be held by Kevin Plank, the Companys founder and Chief Executive Officer, or a related party of Mr. Plank, as defined in the Companys charter. As a result, Mr. Plank has a majority voting control over the Company. Upon the transfer of shares of Class B Convertible Stock to a person other than Mr. Plank or a related party of Mr. Plank, the shares automatically convert into shares of Class A Common Stock on a one- for- one basis. In addition, all of the outstanding shares of Class B Convertible Common Stock will automatically convert into shares of Class A Common Stock on a one- for- one basis upon the death or disability of Mr. Plank or on the record date for any stockholders meeting upon which the shares of Class A Common Stock and Class B Convertible Common Stock beneficially owned by Mr. Plank is less than 15% of the total shares of Class A Common Stock and Class B Convertible Common Stock outstanding. Holders of the Companys common stock are entitled to receive dividends when and if authorized and declared out of assets legally available for the payment of dividends. During the year ended December 31, 2012, 1.2 million shares of Class B Convertible Common Stock were converted into shares of Class A Common Stock on a one- for- one basis in connection with stock sales. 9. Fair Value Measurements Fair 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: Level 2: Observable inputs such as quoted prices in active markets; 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. Financial assets and (liabilities) measured at fair value are set forth in the table below:
(In thousands) Level 1 December 31, 2012 Level 2 Level 3 Level 1 December 31, 2011 Level 2 Level 3
Derivative foreign currency forward contracts (see Note 14) $ $ 5 $ $ $ (695) $ Interest rate swap contract (see Note 14) (141) TOLI policies held by the Rabbi Trust (see Note 13) 4,250 3,943 Deferred Compensation Plan obligations (see Note 13) (2,837) (3,485) 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 thirdparty pricing services and brokers. The foreign currency forward contracts represent 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 forward exchange rate. The interest rate swap contract represents gains and losses on the derivative contract, which is the net difference between the fixed interest to be paid and variable interest to be received over the term of the contract based on current market rates. The fair value of the trust owned life insurance (TOLI) policies held by the Rabbi Trust is 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 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. The carrying value of the Company's long term debt approximated its fair value as of December 31, 2012 and 2011. The fair value of the Company's long term debt was estimated based upon quoted prices for similar instruments (Level 2 input).
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10. Provision for Income Taxes Income before income taxes is as follows:
Income before income taxes: United States $ 155,514 $ Foreign 47,925 Total $ 203,439 $ The components of the provision for income taxes consisted of the following:
(In thousands) 2012 Year Ended December 31, 2011
122,774 34,088 156,862
$ $
96,179 12,740 108,919
2010
Current Federal $ State Other foreign countries Deferred Federal State Other foreign countries
66,533 12,962 8,139 87,634 (9,606) (3,563) 196 (12,973)
38,209 10,823 7,291 56,323 5,604 548 (2,532) 3,620
39,139 8,020 3,620 50,779 (6,617) (3,487) (233) (10,337)
Provision for income taxes $ 74,661 $ 59,943 A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate is as follows:
40,442
2011
2010
U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % State taxes, net of federal tax impact 2.1 4.1 1.2 Unrecognized tax benefits 2.7 3.1 2.3 Nondeductible expenses 0.6 0.8 1.4 Foreign rate differential (4.1) (4.8) (1.6) Other 0.4 (1.2) Effective income tax rate 36.7 % 38.2 % 37.1 % The decrease in the 2012 full year effective income tax rate, as compared to 2011, is primarily attributable to state tax credits reducing the effective tax rate for the period. 54
Table of Contents Deferred tax assets and liabilities consisted of the following:
December 31, (In thousands) 2012 2011
Deferred tax asset Allowance for doubtful accounts and other reserves $ 14,000 $ 9,576 Stock- based compensation 13,157 11,238 Foreign net operating loss carryforward 12,416 11,078 Deferred rent 6,007 4,611 Inventory obsolescence reserves 4,138 3,789 Tax basis inventory adjustment 3,581 4,317 State tax credits, net of federal tax impact 2,856 Foreign tax credits 2,210 1,784 Deferred compensation 1,170 1,448 Other 4,918 3,427 Total deferred tax assets 64,453 51,268 Less: valuation allowance (3,966) (1,784) Total net deferred tax assets 60,487 49,484 Deferred tax liability Intangible asset (610) (341) Prepaid expenses (4,153) (2,968) Property, plant and equipment (10,116) (13,748) Total deferred tax liabilities (14,879) (17,057) Total deferred tax assets, net $ 45,608 $ 32,427 As of December 31, 2012, the Company had $12.4 million in deferred tax assets associated with foreign net operating loss carryforwards which will begin to expire in 3 to 9 years. As of December 31, 2012, the Company believes certain deferred tax assets associated with foreign net operating loss carryforwards will expire unused based on the Company's forward- looking financial information for 2012. Therefore, a valuation allowance of $1.8 million was recorded against the Company's net deferred tax assets as of December 31, 2012. During 2012, the Company recorded $0.4 million in deferred tax assets associated with foreign tax credits. As of December 31, 2012 the Company believes that the foreign taxes paid would not be creditable against its future income taxes and therefore, the Company recorded a valuation allowance against these deferred tax assets. The recording of the valuation allowance associated with foreign tax credits resulted in an increase to income tax expense of $1.0 million which was partially offset by $0.6 million reversal of valuation allowance related to portion of the 2011 foreign tax credits accrued that were not realized. As of December 31, 2012, approximately $57.2 million of cash and cash equivalents was held by the Company's non- U.S. subsidiaries whose cumulative undistributed earnings total $100.8 million. Withholding and U.S. taxes have not been provided on the undistributed earnings as the Company takes the position that the earnings are permanently reinvested in its non- U.S. subsidiaries. Determining the tax liability that would arise if these earnings were repatriated is not practical. As of December 31, 2012 and 2011, the total liability for unrecognized tax benefits, including related interest and penalties, was approximately $17.1 million and $11.2 million, respectively. The following table represents a reconciliation of the Company's total unrecognized tax benefits balances, excluding interest and penalties, for the years ended December 31, 2012, 2011 and 2010:
Beginning of year $ Increases as a result of tax positions taken in a prior period Decreases as a result of tax positions taken in a prior period Increases as a result of tax positions taken during the current period Decreases as a result of tax positions taken during the current period Decreases as a result of settlements during the current period Reductions as a result of a lapse of statute of limitations during the current period End of year $
9,783
5,165
2,598
5,702
4,959
2,632
(188) 15,297 55
(341) 9,783
(65) 5,165
Table of Contents As of December 31, 2012, $14.1 million of unrecognized tax benefits, excluding interest and penalties, would impact the Company's effective tax rate if recognized. As of December 31, 2012, 2011 and 2010, the liability for unrecognized tax benefits included $1.8 million, $1.4 million and $1.3 million, respectively, for the accrual of interest and penalties. For each of the years ended December 31, 2012, 2011 and 2010, the Company recorded $0.7 million, $0.4 million and $0.3 million, respectively, for the accrual of interest and penalties in its consolidated statements of income. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The majority of the Company's returns for years before 2009 are no longer subject to U.S. federal, state and local or foreign income tax examinations by tax authorities. The Company does not expect any material changes to the total unrecognized tax benefits within the next twelve months. 11. Earnings per Share The calculation of earnings per share for common stock shown below excludes the income attributable to outstanding restricted stock awards from the numerator and excludes the impact of these awards from the denominator. The following is a reconciliation of basic earnings per share to diluted earnings per share:
Year Ended December 31, (In thousands, except per share amounts) 2012 2011 2010
Numerator Net income $ 128,778 $ 96,919 $ 68,477 Net income attributable to participating securities (386) (582) (548) Net income available to common shareholders (1) $ 128,392 $ 96,337 $ 67,929 Denominator Weighted average common shares outstanding 104,055 102,454 100,758 Effect of dilutive securities 2,037 1,912 968 Weighted average common shares and dilutive securities outstanding 106,092 104,366 101,726 Earnings per sharebasic $ 1.23 $ 0.94 $ 0.67 Earnings per sharediluted $ 1.21 $ 0.92 $ 0.67 (1) Basic weighted average common shares outstanding 104,055 102,454 100,758 Basic weighted average common shares outstanding and participating securities 104,343 103,140 101,595 Percentage allocated to common stockholders 99.7% 99.4% 99.2% Effects of potentially dilutive securities are presented only in periods in which they are dilutive. Stock options, restricted stock units and warrants representing 0.1 million, 0.1 million and 1.7 million shares of common stock were outstanding for each of the years ended December 31, 2012, 2011 and 2010, respectively, but were excluded from the computation of diluted earnings per share because their effect would be anti- dilutive. 12. Stock- Based Compensation Stock Compensation Plans The Under Armour, Inc. Amended and Restated 2005 Omnibus Long- Term Incentive Plan (the 2005 Plan) provides for the issuance of stock options, restricted stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. Stock options and restricted stock and restricted stock unit awards under the 2005 Plan generally vest ratably over a three to four year period. The exercise period for stock options is generally ten years from the date of grant. The Company generally receives a tax deduction for any ordinary income recognized by a participant in respect to an award under the 2005 Plan. The 2005 Plan terminates in 2015. As of December 31, 2012, 10.2 million shares are available for future grants of awards under the 2005 Plan. Total stockbased compensation expense for the years ended December 31, 2012, 2011 and 2010 was $19.8 million, $18.1 million and $16.2 million, respectively. As of December 31, 2012, the Company had $24.5 million of unrecognized compensation expense expected to be recognized over a weighted average period of 2.7 years. This does not include any expense related to performance- based stock options or performance- based restricted stock units. Refer to Stock Options and Restricted Stock and Restricted Stock Units below for further information on these awards.
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Table of Contents Employee Stock Purchase Plan The Companys Employee Stock Purchase Plan (the ESPP) allows for the purchase of Class A Common Stock by all eligible employees at a 15% discount from fair market value subject to certain limits as defined in the ESPP. As of December 31, 2012, 1.5 million shares are available for future purchases under the ESPP. During the years ended December 31, 2012, 2011 and 2010, 56.9 thousand, 59.9 thousand and 79.2 thousand shares were purchased under the ESPP, respectively. Non- Employee Director Compensation Plan and Deferred Stock Unit Plan The Companys Non- Employee Director Compensation Plan (the Director Compensation Plan) provides for cash compensation and equity awards to non- employee directors of the Company under the 2005 Plan. Non- employee directors have the option to defer the value of their annual cash retainers as deferred stock units in accordance with the Under Armour, Inc. Non- Employee Deferred Stock Unit Plan (the DSU Plan). Each new non- employee director receives an award of restricted stock units upon the initial election to the Board of Directors, with the units covering stock valued at $0.1 million on the grant date and vesting in three equal annual installments. In addition, each non- employee director receives, following each annual stockholders meeting, a grant under the 2005 Plan of restricted stock units covering stock valued at $75.0 thousand on the grant date. Each award vests 100% on the date of the next annual stockholders meeting following the grant date. The receipt of the shares otherwise deliverable upon vesting of the restricted stock units automatically defers into deferred stock units under the DSU Plan. Under the DSU Plan each deferred stock unit represents the Companys obligation to issue one share of the Companys Class A Common Stock with the shares delivered six months following the termination of the directors service. Stock Options There were no stock options granted during the year ended December 31, 2012. The weighted average fair value of a stock option granted for the years ended December 31, 2011 and 2010 was $19.28 and $8.36, respectively. The fair value of each stock option granted is estimated on the date of grant using the Black- Scholes option- pricing model with the following weighted average assumptions:
Year Ended December 31, 2011 2010
Risk- free interest rate Average expected life in years Expected volatility Expected dividend yield
1.2% - 2.6% 6.25 54.4% - 56.1% %
1.6% - 3.1% 6.25 - 7.0 55.2% - 55.8% %
A summary of the Companys stock options as of December 31, 2012, 2011 and 2010 , and changes during the years then ended is presented below:
(In thousands, except per share amounts) Number of Stock Options 2012 Weighted Average Exercise Price Year Ended December 31, 2011 Weighted Number Average of Stock Exercise Options Price 2010 Number of Stock Options Weighted Average Exercise Price
Outstanding, beginning of year 4,808 $ 13.99 5,948 $ Granted, at fair market value 220 Exercised (1,218) 10.17 (1,126) Expired (26) Forfeited (441) 15.19 (208) Outstanding, end of year 3,149 $ 15.31 4,808 $ Options exercisable, end of year 968 $ 13.10 846 $ The intrinsic value of stock options exercised during the years ended December 31, 2012, 2011 and 2010 million, respectively. 57
12.66 36.05 11.42 9.47 13.41 13.99
5,662 2,870 (1,598) (14) (972) 5,948
9.01 14.66 3.82 20.63 11.76
12.66
12.71 608 $ 16.52 was $44.5 million, $27.4 million and $7.6
Table of Contents The following table summarizes information about stock options outstanding and exercisable as of December 31, 2012:
(In thousands, except per share amounts) Options Outstanding Weighted Weighted Average Average Number of Exercise Remaining Underlying Price Per Contractual Shares Share Life (Years) Options Exercisable Weighted Weighted Average Average Exercise Remaining Price Per Contractual Share Life (Years)
Total Intrinsic Value
Number of Underlying Shares
Total Intrinsic Value
3,149 $15.31 6.8 $104,618 968 $ 13.10 5.7 $34,292 Included in the tables above are 2.3 million and 2.5 million performance- based stock options granted to officers and key employees under the 2005 Plan during the years ended December 31, 2010 and 2009. These performance- based stock options have a weighted average exercise price of $10.38, and a term of ten years. These performance- based options have vestings that are tied to the achievement of certain combined annual operating income targets. Upon the achievement of each of the combined operating income targets, 50% of the options vest and the remaining 50% vest one year later. If certain lower levels of combined operating income are achieved, fewer or no options vest at that time and one year later, and the remaining stock options are forfeited. As of December 31, 2012, the combined operating income targets related to all performance- based stock options were met. For performance- based stock options granted in 2009, 50% of the options vested on February 15, 2011, and the remaining 50% vested on February 15, 2012. For the stock options granted in 2010, 50% of the options will vest on February 15, 2013 and the remaining 50% will vest on February 15, 2014, subject to continued employment. The weighted average fair value of these performance- based stock options is $5.83, and was estimated using the Black- Scholes option- pricing model consistent with the weighted average assumptions included in the table above. During the years ended December 31, 2012 and 2011, the Company recorded $3.9 million and $7.5 million, respectively, in stockbased compensation expense for these performance- based stock options. As of December 31, 2012, the Company had $4.2 million of unrecognized compensation expense expected to be recognized over a weighted average period of 1.1 years. Restricted Stock and Restricted Stock Units A summary of the Companys restricted stock and restricted stock units as of December 31, 2012, 2011 and 2010 , and changes during the years then ended is presented below:
Year Ended December 31, (In thousands, except per share amounts) Number of Restricted Shares 2012 Weighted Average Fair Value Number of Restricted Shares 2011 Weighted Average Fair Value Number of Restricted Shares 2010 Weighted Average Fair Value
Outstanding, beginning of year 1,646 $ 29.11 824 $ 18.02 976 $ 18.70 Granted 1,329 45.84 1,576 33.10 390 16.73 Forfeited (379) 33.45 (454) 29.76 (204) 19.84 Vested (339) 23.31 (300) 18.59 (338) 17.41 Outstanding, end of year 2,257 $ 39.02 1,646 $ 29.11 824 $ 18.02 Included in the table above are 1.0 million and 0.8 million performance- based restricted stock units awarded to certain executives and key employees under the 2005 Plan during the years ended December 31, 2012 and 2011, respectively. These performance- based restricted stock units have a weighted average fair value of $39.73 and have vesting that is tied to the achievement of certain combined annual operating income targets. Upon the achievement of the combined operating income targets, 50% of the restricted stock units will vest and the remaining 50% will vest one year later. If certain lower levels of combined operating income are achieved, fewer or no restricted stock units will vest at that time and one year later, and the remaining restricted stock units will be forfeited. During the year ended December 31, 2012, the Company deemed the achievement of certain operating income targets probable for the awards granted in 2011, and recorded $4.1 million for a portion of these awards, including a cumulative adjustment of $2.4 million during the three months ended March 31, 2012. As of December 31, 2012, the Company had not begun recording stockbased compensation expense for the awards granted in 2012 as the Company determined the achievement of the combined operating income targets was not probable. The Company will assess the probability of the achievement of the operating income targets at the end of each reporting period. If it becomes probable that the performance targets related to these performance- based restricted stock units will be achieved, a cumulative adjustment will be recorded as if ratable stockbased compensation expense had been recorded since the grant date. Additional stock based compensation of up 58
Table of Contents to $16.6 million would have been recorded through December 31, 2012 for all performance- based restricted stock units had the full achievement of these operating income targets been deemed probable. Warrants In 2006, the Company issued fully vested and nonforfeitable warrants to purchase 960.0 thousand shares of the Companys Class A Common Stock to NFL Properties as partial consideration for footwear promotional rights which were recorded as an intangible asset. Refer to Note 5 for further information on this intangible asset. With the assistance of an independent third party valuation firm, the Company assessed the fair value of the warrants using various fair value models. Using these measures, the Company concluded that the fair value of the warrants was $8.5 million. The warrants have a term of 12 years from the date of issuance and an exercise price of $18.50 per share, which is the adjusted closing price of the Companys Class A Common Stock on the date of issuance. As of December 31, 2012, all outstanding warrants were exercisable, and no warrants were exercised. 13. Other Employee Benefits The Company offers a 401(k) Deferred Compensation Plan for the benefit of eligible employees. Employee contributions are voluntary and subject to Internal Revenue Service limitations. The Company matches a portion of the participants contribution and recorded expense of $2.3 million, $1.8 million and $1.2 million for the years ended December 31, 2012, 2011 and 2010, respectively. Shares of the Companys Class A Common Stock are not an investment option in this plan. In addition, the Company offers the Under Armour, Inc. Deferred Compensation Plan which allows a select group of management or highly compensated employees, as approved by the Compensation Committee, to make an annual base salary and/or bonus deferral for each year. As of December 31, 2012 and 2011, the Deferred Compensation Plan obligations were $2.8 million and $3.5 million, respectively, and were included in other long term liabilities on the consolidated balance sheets. The Company established the Rabbi Trust to fund obligations to participants in the Deferred Compensation Plan. As of December 31, 2012 and 2011, the assets held in the Rabbi Trust were TOLI policies with cash- surrender values of $4.3 million and $3.9 million, respectively. These assets are consolidated as allowed by accounting guidance, and are included in other long term assets on the consolidated balance sheet. Refer to Note 9 for a discussion of the fair value measurements of the assets held in the Rabbi Trust and the Deferred Compensation Plan obligations. 14. Risk Management and Derivatives Foreign Currency Risk Management The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions generated by its international subsidiaries in currencies other than their local currencies. These gains and losses are primarily driven by intercompany transactions. From time to time, the Company may elect to enter into foreign currency forward contracts to reduce the risk associated with foreign currency exchange rate fluctuations on intercompany transactions and projected inventory purchases for its European and Canadian subsidiaries. In addition, the Company may elect to enter into foreign currency forward contracts to reduce the risk associated with foreign currency exchange rate fluctuations on Pound Sterling denominated balance sheet items. As of December 31, 2012, the notional value of the Companys outstanding foreign currency forward contracts used to mitigate the foreign currency exchange rate fluctuations on its Canadian subsidiarys intercompany transactions was $1.0 million with contract maturities of 1 month or less. As of December 31, 2012, the notional value of the Companys outstanding foreign currency forward contracts used to mitigate the foreign currency exchange rate fluctuations on its European subsidiarys intercompany transactions was $25.6 million with contract maturities of 1 month. As of December 31, 2012, the notional value of the Companys outstanding foreign currency forward contract used to mitigate the foreign currency exchange rate fluctuations on Pounds Sterling denominated balance sheet items was 11.9 million, or $15.8 million, with a contract maturity of 1 month. The foreign currency forward contracts are not designated as cash flow hedges, and accordingly, changes in their fair value are recorded in earnings. The fair values of the Companys foreign currency forward contracts were assets of $4.8 thousand as of December 31, 2012, and were included in prepaid expenses and other current assets on the consolidated balance sheet. The fair values of the Company's foreign currency forward contracts were liabilities of $0.7 million as of December 31, 2011, and were included in accrued expenses on the consolidated balance sheet. Refer to Note 9 for a discussion of the fair value measurements. Included in other expense, net were the following amounts related to changes in foreign currency exchange rates and derivative foreign currency forward contracts: 59
Table of Contents
(In thousands)
2012
2010
Unrealized foreign currency exchange rate gains (losses) $ 2,464 $ (4,027) $ (1,280) Realized foreign currency exchange rate gains (losses) (182) 298 (2,638) Unrealized derivative gains (losses) 675 (31) (809) Realized derivative gains (losses) (3,030) 1,696 3,549 Interest Rate Risk Management In order to maintain liquidity and fund business operations, the Company enters into long term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of the Company's long- term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations. In December 2012, the Company began utilizing an interest rate swap contract to convert a portion of variable rate debt under the new $50.0 million loan to fixed rate debt. The contract pays fixed and receives variable rates of interest based on onemonth LIBOR and has a maturity date of December 2019. The interest rate swap contract is accounted for as a cash flow hedge and accordingly, the effective portion of the changes in fair value are recorded in other comprehensive income and reclassified into interest expense over the life of the underlying debt obligation. As of December 31, 2012, the notional value of the Company's outstanding interest rate swap contract was $25.0 million. During the year ended December 31, 2012, the Company recorded a $21.1 thousand increase in interest expense, representing interest incurred on the arrangement. The fair value of the interest rate swap contract was a liability of $0.1 million as of December 31, 2012, and was included in other long term liabilities on the consolidated balance sheet. The Company enters into derivative contracts with major financial institutions with investment grade credit ratings and is exposed to credit losses in the event of non- performance by these financial institutions. This credit risk is generally limited to the unrealized gains in the contracts. However, the Company monitors the credit quality of these financial institutions and considers the risk of counterparty default to be minimal. 15. Related Party Transactions The Company has an agreement to license a software system with a vendor whose Co- CEO is a director of the Company. During the years ended December 31, 2012, 2011 and 2010, the Company paid $1.9 million, $1.8 million and $1.5 million, respectively, in licensing fees and related support services to this vendor. In September 2012, the Company entered into an additional software license agreement with this vendor for $3.5 million, through a financing arrangement with an unrelated party. The amount was outstanding as of December 31, 2012, and was included in current maturities of long term debt on the consolidated balance sheet. There were no amounts payable to this related party as of December 31, 2012 and 2011. The Company has operating lease agreements with entities controlled by the Companys CEO to lease aircrafts for business purposes. The Company paid $0.8 million, $0.7 million and $1.0 million in lease payments to the entities for its use of the aircrafts during the years ended December 31, 2012, 2011 and 2010, respectively. No amounts were payable to this related party as of December 31, 2012 and 2011. The Company determined the lease payments charged are at or below fair market lease rates. 16. Segment Data and Related Information The Companys operating segments are based on how the Chief Operating Decision Maker (CODM) makes decisions about allocating resources and assessing performance. As such, the CODM receives discrete financial information by geographic region based on the Companys strategy to become a global brand. These geographic regions include North America; Latin America; Europe, the Middle East and Africa (EMEA); and Asia. The Companys operating segments are based on these geographic regions. Each geographic segment operates exclusively in one industry: the development, marketing and distribution of branded performance apparel, footwear and accessories. Due to the insignificance of the EMEA, Latin America and Asia operating segments, they have been combined into other foreign countries for disclosure purposes. The geographic distribution of the Companys net revenues, operating income and total assets are summarized in the following tables based on the location of its customers and operations. Net revenues represent sales to external customers for each segment. In addition to net revenues, operating income is a primary financial measure used by the Company to evaluate performance of each segment. Intercompany balances were eliminated for separate disclosure and corporate expenses from North America have not been allocated to other foreign countries.
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(In thousands)
2012
2010
Net revenues North America Other foreign countries Total net revenues
1,726,733 108,188 1,834,921
1,383,346 89,338 1,472,684
997,816 66,111 1,063,927
$
(In thousands)
2012
2010
Operating income North America $ Other foreign countries Total operating income Interest expense, net Other expense, net Income before income taxes $ Net revenues by product category are as follows:
(In thousands) 2012
197,194 11,501 208,695 (5,183) (73) 203,439
150,559 12,208 162,767 (3,841) (2,064)
102,806 9,549 112,355 (2,258) (1,178)
156,862
108,919
2010
Apparel $ 1,385,350 $ 1,122,031 $ 853,493 Footwear 238,955 181,684 127,175 Accessories 165,835 132,400 43,882 Total net sales 1,790,140 1,436,115 1,024,550 License revenues 44,781 36,569 39,377 Total net revenues $ 1,834,921 $ 1,472,684 $ 1,063,927 As of December 31, 2012 and 2011, substantially all of the Companys long- lived assets were located in the United States. Net revenues in the United States were $1,650.4 million, $1,325.8 million and $952.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. 17. Unaudited Quarterly Financial Data
(In thousands) 2012 March 31, Quarter Ended (unaudited) June 30, September 30, December 31, Year Ended December 31,
Net revenues $ Gross profit Income from operations Net income Earnings per sharebasic $ Earnings per sharediluted $
2011
384,389 175,204 24,403 14,661 0.14 0.14 312,699 145,051 21,142 12,139 0.12 0.11
369,473 169,467 11,720 6,668
575,196 280,391 90,980 57,317
505,863 254,235 81,592 50,132
1,834,921 879,297 208,695 128,778
$ $ $
0.06 0.06 291,336 134,779 11,358 6,241
$ $ $
0.55 0.54 465,523 225,101 74,965 45,987
$ $ $
0.48 0.47 403,126 207,905 55,302 32,552
$ $ $
1.23 1.21 1,472,684 712,836 162,767 96,919
Net revenues $ Gross profit Income from operations Net income Earnings per sharebasic $ Earnings per sharediluted $
$ $
0.06 0.06
$ $
0.45 0.44
$ $
0.31 0.31
$ $
0.94 0.92
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Table of Contents 18. Subsequent Events Stockholders Equity In February 2013, 0.3 million shares of Class B Convertible Common Stock were converted into shares of Class A Common Stock on a one- for- one basis in connection with a stock sale. Stock- Based Compensation In February 2013, 0.6 million performance- based restricted stock units were awarded to certain officers and key employees under the 2005 Plan. The performance- based restricted stock units have vesting that is tied to the achievement of certain combined annual operating income targets for 2013 and 2014. Upon the achievement of the combined operating income target, one third of the restricted stock units will vest on February 15, 2015, one third will vest on February 15, 2016 and the remaining one third will vest on February 15, 2017. If certain lower levels of combined operating income for 2013 and 2014 are achieved, fewer or no restricted stock units will vest at each vest date, and the remaining restricted stock units will be forfeited. ITEM 9. None CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2012 pursuant to Rule 13a- 15(b) under the Securities Exchange Act of 1934 (the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2012, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Refer to Item 8 of this report for the Report of Management on Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or that is reasonably likely to materially affect our internal control over financial reporting. ITEM 9B. None OTHER INFORMATION
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Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item regarding directors is incorporated herein by reference from the 2013 Proxy Statement, under the headings NOMINEES FOR ELECTION AT THE ANNUAL MEETING, CORPORATE GOVERNANCE AND RELATED MATTERS: Audit Committee and SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Information required by this Item regarding executive officers is included under Executive Officers of the Registrant in Part 1 of this Form 10- K. Code of Ethics We have a written code of ethics in place that applies to all our employees, including our principal executive officer, principal financial officer, and principal accounting officer and controller. A copy of our ethics policy is available on our website: www.underarmour.com. We are required to disclose any change to, or waiver from, our code of ethics for our senior financial officers. We intend to use our website as a method of disseminating this disclosure as permitted by applicable SEC rules. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference herein from the 2013 Proxy Statement under the headings CORPORATE GOVERNANCE AND RELATED MATTERS: Compensation of Directors, EXECUTIVE COMPENSATION, and COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by reference herein from the 2013 Proxy Statement under the heading SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF SHARES. Also refer to Item 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference herein from the 2013 Proxy Statement under the heading TRANSACTIONS WITH RELATED PERSONS and CORPORATE GOVERNANCE AND RELATED MATTERSIndependence of Directors. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated by reference herein from the 2013 Proxy Statement under the heading INDEPENDENT AUDITORS. 63
Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES a. The following documents are filed as part of this Form 10- K: 1. Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2012, 2011 and 2010 Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010 Notes to the Audited Consolidated Financial Statements 2. Financial Statement Schedule Schedule IIValuation and Qualifying Accounts 68 All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. 3. Exhibits The following exhibits are incorporated by reference or filed herewith. References to the Companys 2007 Form 10- K are to the Registrants Annual Report on Form 10- K for the year ended December 31, 2007. References to the Companys 2010 Form 10- K are to the Registrants Annual Report on Form 10- K for the year ended December 31, 2010. References to the Companys 2011 Form 10- K are to the Registrants Annual Report on Form 10- K for the year ended December 31, 2011.
Exhibit No.
38 39 40 41 42 43 44
3.01
Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.01 of the Company's Form 10- Q for the quarterly period ended June 30, 2012). Amended and Restated By- Laws (incorporated by reference to Exhibit 3.02 of the Companys Form 8- K filed February 21, 2013). Warrant Agreement between the Company and NFL Properties LLC dated as of August 3, 2006 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8- K filed August 7, 2006). Credit Agreement among PNC Bank, National Association, as Administrative Agent, SunTrust Bank, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and the Lenders and the Guarantors that are party thereto and the Company dated March 29, 2011 (incorporated by reference to Exhibit 10.04 of the Companys Form 10- Q for the quarterly period ended June 30, 2011), as amended by First Amendment to Credit Agreement dated September 16, 2011 (incorporated by reference to Exhibit 10.01 of the Companys Form 10- Q for the quarterly period ended September 30, 2011). Office lease by and between Beason Properties LLLP (as successor to 1450 Beason Street LLC) and the Company dated December 14, 2007 (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8- K filed on December 20, 2007), as amended by the First Amendment dated June 4, 2008 (incorporated by reference to Exhibit 10.04 of the Companys Form 10- Q for the quarterly period ended June 30, 2008) and the Second Amendment to Office Lease dated October 1, 2009 (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.01 of the Companys Form 10- Q for the quarterly period ended September 30, 2009). Under Armour, Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.01 of the Companys Form 10- Q for the quarterly period ended March 31, 2008).* 64
3.02 4.01
10.01
10.02
10.03
Table of Contents
Exhibit No.
10.04
Under Armour, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.15 of the Companys 2007 Form 10- K) and Amendment One to this plan (incorporated by reference to Exhibit 10.14 of the Companys 2010 Form 10- K).* Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.05 of the Company's 2011 Form 10- K).* Under Armour, Inc. Amended and Restated 2005 Omnibus Long- Term Incentive Plan and Amendment One to the Plan (incorporated by reference to Exhibit 10.01 of the Companys Form 10- Q for the quarterly period ending June 30, 2012).* Form of Restricted Stock Grant Agreement under the Amended and Restated 2005 Omnibus Long- Term Incentive Plan (incorporated by reference to Exhibit 10.07a of the Company's 2011 Form 10- K).* Forms of Non- Qualified Stock Option Grant Agreement under the Amended and Restated 2005 Omnibus Long- Term Incentive Plan (incorporated by reference to Exhibit 10.23 of the Companys 2007 Form 10- K and Exhibit 10.08 of the Company's 2011 Form 10- K).* Form of Restricted Stock Unit Grant Agreement under the Amended and Restated 2005 Omnibus Long- Term Incentive Plan (incorporated by reference to Exhibit 10.09 of the Company's 2011 Form 10- K).* Forms of Performance- Based Stock Option Grant Agreement under the Amended and Restated 2005 Omnibus Long- Term Incentive Plan (incorporated by reference to Exhibits 10.02 of the Companys Form 10- Q for the quarterly period ended March 31, 2009 and Exhibit 10.03 of the Companys Form 10- Q for the quarterly period ended March 31, 2010).* Amendment to Stock Option Awards Effective August 3, 2011 (incorporated by reference to Exhibit 10.11 of the Company's 2011 Form 10- K).* Forms of Performance- Based Restricted Stock Unit Grant Agreement under the Amended and Restated 2005 Omnibus Long- Term Incentive Plan (filed herewith and incorporated by reference to Exhibit 10.05 of the Companys Form 10- Q for the quarterly period ended June 30, 2011 and Exhibit 10.12 of the Company's 2011 Form 10- K).* Employee Confidentiality, Non- Competition and Non- Solicitation Agreement by and between Henry Stafford and the Company dated April 12, 2010 (incorporated by reference to Exhibit 10.03 of the Companys Form 10- Q for the quarterly period ended March 31, 2011).* Form of Employee Confidentiality, Non- Competition and Non- Solicitation Agreement by and between certain executives and the Company.* Employment Agreement by and between Karl- Heinz Maurath and the Company (portions of this exhibit have been omitted pursuant to a request for confidential treatment).* Under Armour, Inc. 2010 Non- Employee Director Compensation Plan (incorporated by reference to Exhibit 10.01 of the Companys Form 10- Q for the quarterly period ended March 31, 2010), Amendment One to this plan (incorporated by reference to Exhibit 10.06 of the Companys Form 10- Q for the quarterly period ended June 30, 2011), Form of Initial Restricted Stock Unit Grant (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8- K filed June 6, 2006), Form of Annual Stock Option Award (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8- K filed June 6, 2006) and Form of Annual Restricted Stock Unit Grant (incorporated by reference to Exhibit 10.6 of the Companys Form 10- Q for the quarterly period ended June 30, 2011).* Under Armour, Inc. 2006 Non- Employee Director Deferred Stock Unit Plan (incorporated by reference to Exhibit 10.02 of the Companys Form 10- Q for the quarterly period ended March 31, 2010) and Amendment One to this plan (incorporated by reference to Exhibit 10.23 of the Companys 2010 Form 10- K).* List of Subsidiaries. Consent of PricewaterhouseCoopers LLP. Section 302 Chief Executive Officer Certification. Section 302 Chief Financial Officer Certification. Section 906 Chief Executive Officer Certification. Section 906 Chief Financial Officer Certification.
10.05 10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
21.01 23.01 31.01 31.02 32.01 32.02
65
Table of Contents
Exhibit No.
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE
XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document
___________ * Management contract or a compensatory plan or arrangement required to be filed as an Exhibit pursuant to Item 15(b) of Form 10- K.
66
Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNDER ARMOUR, INC. By: /s/ KEVIN A. PLANK Kevin A. Plank Chairman of the Board of Directors, Chief Executive Officer and President
Dated: February 25, 2013 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Chairman of the Board of Directors, Chief Executive Officer and President (principal executive officer)
/S/
KEVIN A. PLANK Kevin A. Plank BRAD DICKERSON Brad Dickerson
/S/
Chief Financial Officer (principal accounting and financial officer)
/S/
BYRON K. ADAMS, JR. Byron K. Adams, Jr. DOUGLAS E. COLTHARP Douglas E. Coltharp ANTHONY W. DEERING Anthony W. Deering A.B. KRONGARD A.B. Krongard
Director
/S/
Director
/S/
Director
/S/
Director
/S/
WILLIAM R. MCDERMOTT William R. McDermott /S/ ERIC T. OLSON Eric T. Olson BRENDA PIPER Brenda Piper
Director
Director
/S/
Director
/S/
HARVEY L. SANDERS Harvey L. Sanders
Director
THOMAS J. SIPPEL Thomas J. Sippel Dated: February 25, 2013
/S/
Director
67
Table of Contents Schedule II Valuation and Qualifying Accounts

(In thousands) Balance at Beginning of Year Charged to Costs and Expenses Write- Offs Net of Recoveries Balance at End of Year
Description
Allowance for doubtful accounts For the year ended December 31, 2012 $ For the year ended December 31, 2011 For the year ended December 31, 2010 Sales returns and allowances For the year ended December 31, 2012 $ For the year ended December 31, 2011 For the year ended December 31, 2010 Deferred tax asset valuation allowance For the year ended December 31, 2012 $ For the year ended December 31, 2011 For the year ended December 31, 2010
4,070 4,869 5,156
(108) $ 699 190
(676) $ (1,498) (477)
3,286 4,070 4,869
20,600 16,827 13,969
107,536 74,245 48,136
(95,217) $ (70,472) (45,278)
32,919 20,600 16,827
1,784 1,765
2,855 1,784 1,765 68
(643) $ (1,765)
3,996 1,784 1,765
Exhibit 10.12 RESTRICTED STOCK UNIT GRANT AGREEMENT THIS AGREEMENT, made as of this ____ day of ____________________, ___, (the Agreement) between UNDER ARMOUR, INC. (the Company) and _____________________________ (the Grantee). WHEREAS, the Company has adopted the Amended and Restated 2005 Omnibus LongTerm Incentive Plan as amended (the Plan), attached hereto as Attachment A or otherwise delivered or made available to Grantee, to promote the interests of the Company and its stockholders by providing the Companys key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and WHEREAS, the Plan provides for the Grant to Grantees in the Plan of restricted share units for shares of Stock of the Company; NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows: 1.Investment. The Grantee represents that the Restricted Stock Units (as defined herein) are being acquired for investment and not with a view toward the distribution thereof. 2.Grant of Restricted Stock Units. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an award of Restricted Stock Units for ________ shares of Stock of the Company (collectively, the Restricted Stock Units). The Purchase Price for the Restricted Stock Units shall be paid by the Grantees services to the Company. 3.Grant Date. The Grant Date of the Restricted Stock Units hereby granted is ____________, ___. 4.Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Board, or a Committee thereof, shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan. 5.Vesting and Delivery Date. The Restricted Stock Units shall vest as follows provided the Grantee remains employed by the Company on each such date: (a) Forty percent (40%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $______ but less than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR (b) Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $_________ but less than $_______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR
(c) All of the Restricted Stock Units shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares. As used in this Section 5, the term Operating Income shall mean the Companys income from operations as reported in the Companys audited financial statements prepared in accordance with generally accepted accounting principles excluding the impact of any generally accepted accounting principle changes implemented after the date hereof. Notwithstanding the foregoing, (i) in the event that the Grantees employment is terminated on account of the Grantees death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date of termination and (ii) in the event of a Change in Control, all unvested Restricted Stock Units not previously forfeited shall vest on such Change in Control. On the first business day after each vesting date, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units relate, provided, however, that if the shares of stock would otherwise vest during a period in which Grantee is (i) subject to a lock- up agreement restricting Grantees ability to sell the shares in the open market or (ii) restricted from selling the shares in the open market because Grantee is not then eligible to sell under the Companys insider trading or similar plan as then in effect (whether because a trading window is not open or Grantee is otherwise restricted from trading), delivery of the shares will be delayed until the first date on which Grantee is no longer prohibited from selling the shares due to a lock- up agreement or insider trading or similar plan restriction. 6.Forfeiture. Subject to the provisions of the Plan and Section 5 of this Agreement, with respect to the Restricted Stock Units which have not become vested on the date the Grantees employment is terminated, the Award of Restricted Stock Units shall expire and such unvested Restricted Stock Units shall immediately be forfeited on such date. 7. Employment Confidentiality Agreement. As a condition to the grant of the Restricted Stock Units, Grantee shall have executed and become a party to the Employee Confidentiality, Non- Competition and Non- Solicitation Agreement by and between Grantee and the Company (the Confidentiality, Non- Compete and Non- Solicitation Agreement) attached hereto as Attachment B. 8.No Shareholder Rights. Grantee does not have any rights of a shareholder with respect to the Restricted Stock Units. No dividend equivalents will be earned or paid with regard to the Restricted Stock Units. 9.Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing. 10.Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to its subject matter.
11.Withholding Taxes. Grantee agrees, as a condition of this grant, that Grantee will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting in Restricted Stock Units or delivery of shares acquired under this grant. Grantee may elect to satisfy such obligations, in whole or in part, by causing the Company to withhold shares of Stock otherwise issuable to the Grantee as provided under the Plan. In the event that the Company determines that any federal, state, local, municipal or foreign tax or withholding payment is required relating to the vesting in Restricted Stock Units or delivery of shares arising from this grant, the Company shall have the right to require such payments from Grantee in the form and manner as provided in the Plan. 12.Data Privacy. In order to administer the Plan, the Company may process personal data about Grantee. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business address and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, Grantee gives explicit consent to the Company to process any such personal data. Grantee also gives explicit consent to the Company to transfer any such personal data outside the country in which Grantee works or is employed, including, with respect to non- U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan. 13.Electronic Delivery. The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant Grantee agrees that the Company may deliver the Plan prospectus and the Companys annual report to Grantee in an electronic format. If at any time Grantee would prefer to receive paper copies of these documents, as Grantee is entitled to receive, the Company would be pleased to provide copies. Grantee should contact _____________________________ to request paper copies of these documents. 14.Counterparts; Electronic Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement may be signed by the Company through application of an authorized officers signature, and may be signed by Grantee through an electronic signature. 15.Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without regard to the provisions governing conflict of laws. 16.Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and this Award of Restricted Stock Units shall be final and conclusive.
The Company has caused this Agreement to be duly executed by its duly authorized officer and said Grantee has hereunto signed this Agreement on the Grantees own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above. UNDER ARMOUR, INC. By:
GRANTEE
___________________________________
Attachment A [Attachment A, the Under Armour, Inc. Amended and Restated 2005 Omnibus Long- Term Incentive Plan, was previously filed with the Companys Form 10- Q for the quarterly period ending June 30, 2012 as Exhibit 10.01]
Attachment B [Attachment B, the Form of Employee Confidentiality, Non- Competition and Non- Solicitation Agreement by and between certain executives and the Company, has been separately filed with the Companys 2012 Form 10- K as Exhibit 10.14]
Exhibit 10.14 EMPLOYEE CONFIDENTIALITY, NON- COMPETITION, AND NON- SOLICITATION AGREEMENT This Confidentiality, Non- Competition, and Non- Solicitation Agreement (Agreement) is entered into this ___ day of ____, ____, by Under Armour, Inc. (together with its affiliates, the Company) and __________ (Employee). EXPLANATORY NOTE Employee recognizes that Employee has had or will have access to confidential business information during the course of his or her employment, the improper disclosure or use of which during or after Employees employment would create unfair competition and would likely cause substantial loss and harm to the Company. Employee may also be provided specialized training by the Company and be responsible for generating and/or maintaining the goodwill of the Company with its Customers, Suppliers, employees and others. Employee further acknowledges that employment or continued employment with the Company is based on Employee's agreement to abide by the covenants contained herein. NOW THEREFORE, in consideration of Employees employment or continued employment with the Company and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows: 1.Confidentiality. Employee acknowledges Employees fiduciary duty and duty of loyalty to the Company, and the obligations arising from them not to disclose business information provided or acquired on a confidential basis. Further, Employee acknowledges that the Company, in reliance on this Agreement, will provide Employee access to trade secrets, customers, proprietary data and/or other Confidential Information. Employee agrees to retain this information as confidential and not to use this information for Employees personal benefit or the benefit of anyone other than the Company or to disclose it to any third party, except when required to do so to properly perform duties for the Company. Further, as a condition of employment, during the time Employee is employed by the Company and continuing after any termination of Employees employment, Employee agrees to protect and hold in a fiduciary capacity for the benefit of the Company all Confidential Information, as defined below, unless Employee is required to disclose Confidential Information pursuant to the terms of a valid and effective order issued by a court of competent jurisdiction or a governmental authority. In the event that Employee receives an order or other legal demand, such as a subpoena, discovery request, or order of a court or other body having jurisdiction over such matter, to produce any Confidential Information or other information concerning the Company, Employee agrees to promptly provide the Company with written notice of such subpoena, order, demand or discovery request so that the Company may timely move to quash if appropriate. Employee shall use Confidential Information solely for the purpose of carrying out those duties assigned to Employee and not for any other purpose. The disclosure of Confidential Information to Employee shall not be
construed as granting to Employee any license under any copyright, trade secret, or right of ownership or any other right to use the Confidential Information whatsoever. (a) For purposes of this Agreement, Confidential Information shall mean all information concerning the Companys business that is not generally known to the public and which became known to the Employee in the course of or by virtue of employment with the Company. Confidential Information shall include, but shall not be limited to designs, drawings, formulas, processes, methods, techniques, systems, models, samples, prototypes, contracts, reports, letters, notes, intellectual property, trade secrets and/or know- how, technical information, financial information and metrics (whether historical, projections or forecasts), and information concerning advertising, pricing, costs, business planning, operations, procedures, services, potential services, products, potential products, products under development, production, purchasing, marketing, sales, personnel (including identities, contact information, skills, performance, salary and benefits of other employees), customers, suppliers, or other information of the Company; any papers, data, records, devices, equipment, compilations, invoices, customer or supplier lists or contact information, compilations of names and addresses, or documents of the Company; any confidential information or trade secrets of any third party provided to the Company in confidence or subject to other use or disclosure restrictions or limitations; and any other information, written, oral, electronic, or retained in Employees memory, whether existing now or at some time in the future, whether pertaining to current or future developments or prospects, and whether created, revealed or accessed during the Employees employment, which pertains to the Companys affairs or interests or with whom or how the Company does business. The Company acknowledges and agrees that Confidential Information shall not include information which is or becomes publicly available other than as a result of a disclosure by the Employee or through other wrongful means. (b) Employee shall promptly notify the Company if he or she has reason to believe that the unauthorized use, possession, or disclosure of any Confidential Information has occurred or may occur. (c) All physical or otherwise transferrable items containing Confidential Information, including, but not limited to documentary, electronic or other recorded versions of any Confidential Information, shall remain the exclusive and confidential property of the Company and shall be immediately returned, along with any copies or notes that Employee made thereof or therefrom, to the Company when Employee ceases employment with the Company. Employee further agrees to immediately return upon request by the Company copies of any Confidential Information contained on Employees home computer, portable computer or other data storage device (including but not limited to cell phones, zip drives, PDAs, iPads, etc.). Employee also agrees to allow the Company, in its discretion at the termination of Employees employment and thereafter upon reasonable notice and for reasonable cause, access to any home computer, portable computer or other data storage device maintained by Employee, including but not limited to, for the purpose of determining whether said Confidential Information has been misappropriated. Employee further acknowledges that all documents and records relating to Company business, including but not limited to those that he or she prepares or assists in preparing during
employment with the Company, belong to the Company and Employee agrees to promptly return them and all other property belonging to the Company, upon the termination of Employees employment. 2. Ownership of Works for Hire. (a) Employee agrees that any inventions, ideas, developments, methods, improvements, discoveries, innovations, software, works of authorship and any other intangible property (hereinafter collectively referred to as Intellectual Property), whether patentable or not, that are developed (in whole or in part), considered, contemplated or reduced to practice by Employee or under his or her direction or jointly with others during his or her employment with the Company, whether or not during normal working hours or on the premises of the Company, shall be considered Works for Hire for the exclusive use by and benefit of the Company. Employee will make full and prompt disclosure to the Company of all such Works for Hire. Regardless of such disclosure, the Company shall own all rights to any Works for Hire, including without limitation all related patent rights and copyrights, items and developments that are subject to being patented and copyrighted, and the right to market (or not to market) any such property, and Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his or her rights, title and interest in and to all Works for Hire and all related patents, patent applications, copyrights and copyright applications. (b) Employee agrees to cooperate fully with the Company, both during and after his or her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Works for Hire. Employee shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney that the Company may deem necessary or desirable in order to protect its rights and interests in any Works for Hire. (c) The Employee specifically acknowledges that his or her compensation and benefits constitute full payment for any Works for Hire and waives any claim of right to such Works for Hire, which Employee further acknowledges belong entirely to the Company. (d) The Company may, at its election and in its discretion, waive and/or relinquish any of its rights of ownership and royalties with respect to any Works for Hire, by agreeing to do so in a written instrument executed by the Company. 3.Definitions. For purposes of this Agreement, the following terms have the meanings defined below. (a)Competitor Businesses shall mean any business that at the time the Company seeks to enforce this covenant: (1)competes with the Company in the business of premium branded performance athletic (a) apparel, (b) footwear, (c) equipment and/or (d) accessories (including, for example, and not by
way of limitation, companies such as Nike, Adidas, Reebok, lululemon, Columbia, New Balance, Brooks, Puma or other premium athletic brands); or (2)competes with any other line of business that the Company is involved with at the time of Employees termination and in relation to which line of business Employee had access to and/or knowledge of Confidential Information or had engaged in establishing goodwill for the Company with its Customers or Suppliers. (b)Customer shall mean any individual, business, or entity that (a) purchased products or services from the Company within the final twelve (12) months of Employees employment; and (b) Employee had business contact with or provided services to, whether individually or with others, on behalf of the Company during the final twelve (12) months of Employees employment. Prospective Customer shall mean any individual, business, or entity that Employee solicited or pursued, or assisted in soliciting or pursuing within the final twelve (12) months of Employees employment for the purpose of selling products or services of the Company. Customers or Prospective Customers include, but are not limited to wholesale distribution channels, which include independent and specialty retailers, institutional athletic departments, leagues and teams, national and regional sporting goods chains and department store chains. (c)Supplier shall mean any individual, business, or entity (a) from whom the Company purchased products or services within the final twelve (12) months of Employees employment; and (b) with whom Employee had business contact and obtained products and services on behalf of the Company during the final twelve (12) months of Employees employment. Prospective Supplier shall mean any individual, business, or entity with whom Employee had business contact with and from whom Employee sought to obtain products or services from on behalf of the Company in the final twelve (12) months of Employees employment. Suppliers or Prospective Suppliers include but are not limited to consultants, vendors, factories, and mills. 4.Non- Competition. Employee hereby covenants and agrees that at no time during the Employees employment with the Company and for a period of one (1) year immediately following termination of Employees employment with the Company, whether voluntary or involuntary (the Restricted Period), shall Employee, without the prior written consent of the Company: (a)directly or indirectly work for, be contracted to or contract with, or provide strategic advice to a Competitor Business in a capacity that is the same as or similar to the capacity in which Employee worked for the Company and/or in a capacity in which Employees knowledge of the Companys Confidential Information, and/or previous establishment of goodwill for the Company with its Customers or Suppliers, would be of value in Employees work for the Competitor Business; or (b)compete with the Company directly or indirectly as employee, principal, agent, contractor, or otherwise in the sale or licensing of any products or services that at the time the Company seeks to enforce this Agreement, are competitive with the products or services developed, marketed, or sold by the Company and about which products and services Employees knowledge of the Companys Confidential
Information and/or previous establishment of goodwill with Customers or Suppliers would be of value in competing with the Company. 5.Non- Solicitation and Non- Interference. Employee hereby covenants and agrees that at no time during the Restricted Period shall the Employee: (a)directly or indirectly solicit or influence, or contact for purposes of soliciting or influencing, any Customer or Supplier, or Prospective Customer or Supplier, to terminate or adversely modify its relationship with the Company or to do business with a Competitor Business instead of the Company, nor shall Employee assist others in any such soliciting, influencing, contacting, communicating, or otherwise diverting such business; or (b)directly or indirectly interfere with any transaction, agreement or business relationship in which the Company was involved during the Employees employment with the Company and about which Employee is aware because of his/her employment with the Company; or (c)directly or indirectly solicit or induce any then- current employee of the Company that the Employee worked with or came to know as a result of Employees employment with the Company, to leave employment with the Company, or interfere in any way with such employment, and will not participate in the hiring of any such employee, including, without limitation, by identifying or targeting the Companys employees for that purpose and/or engaging them in new employment. Employee further agrees not to contact any such employee of the Company or to cause the employee to be contacted for the purpose or foreseeable effect of causing or inducing the employee to leave the Companys employment; or (d)act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any Customer or Supplier of the Company. 6.Additional Consideration. As additional consideration for the Non- Competition obligations described in Paragraph 4 above, should the Company pursuant to those obligations require Employee to refrain from accepting employment or other work he or she has been offered that the Company, in its discretion, believes would violate Employees obligations, the Company shall pay Employee an amount equal to sixty percent (60%) of Employees weekly base pay as of the date of Employees termination from the Company (Non- Competition Payment). The Non- Competition Payment shall begin when the Company advises Employee of its belief that the proposed employment would violate the Employees non- compete obligations and shall continue throughout the remaining duration of the Restricted Period. The Non- Competition Payment shall be paid in accordance with the Companys customary pay practices in effect at the time each payment is made, and shall be reduced by (a) the amount of severance, if any, that Employee receives from the Company; and (b) the amount of any pay received during the Restricted Period from employment in any capacity to the extent that any such salary exceeds forty percent (40%) of Employees base pay as of the date of Employees termination from employment, annualized or prorated to correspond with the remaining portion of the Restricted Period following the job offer. (By way of
example, assuming an Employees remaining Restricted Period following a job offer is six (6) months and that his or her base pay at the time of termination was $100,000, the Non- Competition Payment would not be reduced unless the salary earned by the Employee during the Restricted Period exceeded $20,000. In the event the salary earned during the Restricted Period exceeds this threshold, the Non- Competition Payment will be reduced, or eliminated, pro rata.). 7.Notification of New Employment. Employee acknowledges and agrees that for a period of one (1) year following the date of termination of Employees employment with the Company, Employee will inform the Company, prior to the acceptance of any job or any work as an independent contractor, of the identity of any new employer or other entity to which Employee is providing consulting or other services, along with Employees starting date, title, job description, salary, and any other information that the Company may reasonably request to confirm Employees compliance with the terms of this Agreement. Failure to provide all of this information to the Company may result in forfeiture of the Non- Competition Payment described above. 8.Reasonableness of Restrictions. Employee acknowledges and represents that he or she fully understands this Agreement and has had the opportunity to have it explained by legal counsel of his or her choosing. Employee acknowledges that the restrictions imposed by this Agreement are fair and reasonably required for the protection of the Company and its legitimate business interests, and will not preclude Employee from becoming gainfully employed following the termination, for any reason, of Employees employment with the Company. Employee acknowledges that these covenants have substantial and immeasurable value to the Company. 9.Injunctive Relief. Employee acknowledges and agrees that in the event of a violation or threatened violation of any provision of this Agreement, the Company will sustain irreparable harm and will have the full right to seek injunctive relief, in addition to any other available remedies. 10.Survivability. This Agreement shall remain binding in the event of Employees termination of employment with the Company for any reason. 11.Extension. Employee further acknowledges that if Employee is found to have violated any restriction in Paragraphs 4 or 5 above, that the time period for such restriction will be extended by one day for each day of Employees failure either to comply with said restriction or to take prompt corrective action to make the Company whole for any breach, up to a maximum extension equal to the original Restricted Period. In the event of such a breach, the Company shall be entitled to the entry of an injunction enforcing the covenant for such an extended period. The Company also shall be entitled to a preliminary injunction, enforcing the covenant for up to such an extended period, if trial on the merits in any pending enforcement litigation has not yet occurred or concluded, if the covenant otherwise will lapse from expiration of the period originally prescribed for its
operation, and if the Company satisfies the requirements warranting preliminary relief, except that the threat of irreparable injury will be presumed from the impending lapse of the covenant. 12.Assignment. Although Employee shall not have the right to assign this Agreement, it is nevertheless binding on his or her heirs and executors, and on the Companys successors and assigns. 13.Governing Law and Consent to Jurisdiction. The formation, construction and interpretation of this Agreement, including but not limited to its enforceability, shall at all times and in all respects be governed by the laws of the State of Maryland, without reference to its conflict- of- law rules. The Company has the right to enforce this Agreement or pursue claims relating to it in any forum having jurisdiction. Any legal action that Employee initiates against the Company that relates in any way to this Agreement, including, without limitation, for a declaratory judgment, will be brought exclusively in the state courts of Maryland. If the Company elects to sue in Maryland for any claim relating in any way to this Agreement, Employee agrees to waive any defense of lack of personal jurisdiction or improper venue. Employee also agrees that the existence of any asserted claim or cause of action he or she has or believes he or she has against the Company, or asserted breach of duty by the Company, whether or not based on this Agreement, shall not constitute a defense to the enforcement by the Company of the restrictive covenants above. 14.Severable Provisions. The provisions of this Agreement are severable, including each of the obligations in Paragraphs 4 and 5. In the event that the provisions of this Agreement should ever be deemed to exceed the limitations permitted by applicable laws, Employee and the Company agree that such provisions shall be reformed to the maximum limitations permitted by the applicable laws. Further, any invalidity or unenforceability shall affect only the provision or provisions deemed unenforceable, and shall not make any other provision in this Agreement invalid or unenforceable. 15.Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the specific covenants and obligations herein and supersedes any and all negotiations, discussions and prior understandings concerning the creation or operation of those specific covenants and obligations. No provision of this Agreement may be changed except by written agreement signed by both Employee and an officer of the Company.
16.WAIVER OF JURY TRIAL. THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSSCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. IN WITNESS WHEREOF, the Parties have executed the Agreement as of the date first above written. UNDER ARMOUR, INC. By: ____________________________________ Name: _________________________________ Title: __________________________________ WITNESS: ________________________ EMPLOYEE _______________________________________ (signature) Print Name: _____________________________
Exhibit 10.15 Certain portions hereof denoted with [***] have been omitted pursuant to a Request for Confidential Treatment and have been filed separately with the Commission EMPLOYMENT AGREEMENT The undersigned: (1) UA Panama, S. de R.L. having its registered office at Edificio Comosa, Piso 6, Ave. Samuel Lewis, Ciudad de Panama, Republic of Panama, hereinafter referred to as the Employer or the Company, in this matter duly represented by Brad Dickerson, President; and (2) Karl- Heinz Maurath, German male, passport (Germany), born May 6, 1961, married and domiciled in Ten Tower, Apt. 43A, Costa Del Este, Panama City, Panama hereinafter referred to as the Employee, hereinafter referred to jointly as the Parties and individually as Party. WHEREAS: The Employee will enter into the service of the Employer subject to the terms and conditions as set forth in this confidential Employment Agreement, hereinafter referred to as the Agreement. Article 1: Term 1. This Agreement shall come into force, on September 15, 2012, at the latest, and shall extend for an indefinite period. Hereinafter, the actual date on which Employee commences his employment for the Company pursuant to this Agreement is referred to as the Start Date. Article 2: Termination 1. Either Party may terminate this Agreement, without cause, by giving the other written notice. In the event of such a termination by the Employee, the required notice period is four months and in the event of such a termination by the Employer, the required notice period is two months. 2. Employer may terminate this Agreement immediately upon giving written notice to Employee of a good faith finding that any one of the following events have occurred (with termination resulting from any event described in subsections (a) through (f) below being defined as a termination for cause): (a) Employees material misconduct or neglect in the performance of his duties; (b) Employees conviction for, or plea of nolo contendere to, any felony, or a misdemeanor (excluding a petty misdemeanor) involving dishonesty, fraud, financial impropriety, or moral turpitude, or any crime of sufficient import to potentially discredit or adversely affect the Companys ability to conduct its business in the normal course; (c) Employees use of illegal drugs as contemplated by Article 213(A)(13) of the Panamanian Labor Code; (d) Employees material breach of the Company's written Code of Ethics and Business Conduct, as in effect from time to time; (e) Employees commission of any act that results in severe harm to the Company excluding any act taken by the Employee in good faith that he reasonably believed was in the best interests of the Company;
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(f) Employee, because of illness or incapacity, is unable, with or without reasonable accommodation, to perform or is prevented from performing the essential functions of Employees duties for more than one year; or (g) Employees material breach of this Agreement. Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated by the Company for cause as defined in this Article 2.2, then Employee shall not be entitled to any bonus whatsoever in respect of the calendar year in which his employment terminates or any part of it or to any bonus, or portion thereof, with respect to any previous year which is unpaid as of the date of termination of the Agreement. 3. Severance provisions: (a) If the Company terminates Employees employment without cause within two years of the Start Date (e.g. September 2012 September 2014), then Employer will continue to pay Employees Base Salary (as defined in Article 5.1 below) for two years and will also pay Employee a prorated bonus based on the number of days Employee actually worked during the termination year at Employees maximum bonus eligibility (Two- Year Severance Payment). This Two Year Severance Payment covers and satisfies any and all severance payments the Company is legally required to make under Panamanian Labor Law (e.g. mandatory seniority) or any other local laws applicable in the event of termination by the Company without cause (b) If the Company terminates Employees employment without cause after the expiration of Employees second year of employment (e.g. after September 2014), then Employer will continue to pay Employees Base Salary for one year and will also pay Employee a prorated bonus based on the number of days Employee actually worked during the termination year at Employees maximum bonus eligibility (One Year Severance Payment). This One Year Severance Payment covers and satisfies any and all severance payments the Company is legally required to make under Panamanian Labor Law (e.g. mandatory seniority) or any other local laws applicable in the event of termination by the Company without cause. (c) In addition, Employee will become a party to the Companys standard Change in Control Severance Agreement provided to executives. (d) Any compensation under this Article 2.3 may not be claimed if Employee contests the termination or demands reinstatement or payment in excess of the amounts provided herein. Article 3: Employment 1. The Employee is appointed to perform the duties and obligations of President, Under Armour International. In this regard, Employee will have full P&L responsibility for the Under Armour Brand outside of the United States, including the Americas, EMEA (Europe, Middle East and Africa), Asia Pacific (China, Korea and Japan), Canada, and Mexico. Employee will report to Kevin Plank, Chief Executive Officer, Under Armour, Inc. 2. The Employee will devote his best effort, attention and abilities to the business and the affairs of the Employer and its affiliated companies and shall observe instructions and guidelines issued by the Employer. The Employee agrees to comply at all times with the internal guidelines and customs within the organization of the Employer. Article 4: Additional functions or side- activities 1. Without the prior written approval of the CEO, Kevin Plank, Employee will not accept any remunerated or non- remunerated functions or activities for any third parties, including outside board participation, during the employment and will abstain from doing any business for his own account. Employee hereby
Confidential notifies the Company that his functions and activities on behalf of third parties as of the date of his execution of this Agreement are as identified on Schedule 1, attached hereto and incorporated herein by reference, and the Company hereby agrees to these functions and activities as identified. Employee will advise the Company of any changes in his functions and activities as identified in Schedule 1. Article 5: Salary and other employment conditions 1. The Employees remuneration is USD$30,769.23 and USD$2,564.10 (13th month bonus rate) net per month (collectively the "Base Salary"), annualized at USD$400,000. The Base Salary will be paid to the Employee in two payments each month deposited directly to Employees bank account every 15 days. Beginning in 2014, Employee will become eligible for salary merit increases subject to the discretion of the Board of Directors. 2. The Employee will receive a signing bonus in the net amount of USD$500,000. The signing bonus will be paid out as follows: 50% on the Start Date and 50% on the 120th day after the Start Date; provided, however, if the Start Date is on or before September 15, 2012, then the second half of the signing bonus will be paid no later than December 31, 2012. If Employee provides notice of termination before the expiration of one year from the Start Date, then Employee must refund the signing bonus to Employer; provided, however, Employee is allowed to retain a prorated portion of the signing bonus that corresponds to the number of days that he actually worked during his first twelve months of employment.
3. Provided Employee receives a rating of at least meets expectations on his Annual Performance Evaluations, he will be eligible to receive an annual bonus which, subject to the rules set forth in Employers Corporate Bonus Plan, could be up to a maximum of 100% of the Base Salary earned during the year (Annual Performance Bonus). Notwithstanding the foregoing, for the 2012 Corporate Bonus Plan year only, Employees bonus is guaranteed at $400,000 net and will be paid no later than March 15, 2013. For the avoidance of doubt, it is understood and agreed that the Base Salary and the Annual Performance Bonus (if any) paid to Employee include and satisfy any and all obligations under Panamanian Labor Law regarding overtime work, vacation pay, seniority bonus and or 13th months bonus. 4. Employee will receive an annual net living allowance of up to $100,000. This living allowance will be allocated as follows: (a) USD$ 4,500 per month for housing; (b) USD$ 1,000 per month for a vehicle; (c) Employee will receive an annual allowance for schooling of his children; home flights; the compulsory German pension fund contribution; as well as a health insurance policy for employee and his dependent family less any premium payments paid directly by the Company. Company will reimburse Employee for the expenses described in (c) above upon Companys receipt of itemized invoices and/or payment receipts evidencing such expenses. 5. Employee will be granted the following equity, free of any consideration from Employee: (a) 50,000 shares of time- based restricted stock vesting over a four- year vesting schedule. The vesting schedule (assuming a September 2012 start date) will be: 25% on August 15, 2013, 45% on August 15, 2014, 25% on August 15, 2015, and 5% on August 15, 2016. (b) 30,000 performance based restricted stock consistent with the awards granted to management in 2012. 2012s performance equity award is earned based on the Companys combined operating income for 2013 and 2014. 40% is earned at the threshold level ($*** million combined operating income), 80% at the target level ($*** million combined operating income), and 100%
Confidential at the stretch level ($*** million combined operating income). Once the amount is determined, one half of the grant vests February 15, 2015 and onehalf vests February 15, 2016. (c) Beginning in 2013, Employee will be granted an annual long- term incentive award, subject to approval of the Companys Board of Directors, at a level consistent with annual awards to Executive Vice Presidents in the Company, with performance based on metrics for international business, consolidated company results, or some combination thereof. The Companys intention is to deliver the approximate (pre- tax) value over time as shown, by way of example, in the chart set forth in Schedule 2, attached hereto and incorporated by reference. Such intentions are subject to adjustment based on any material change in the Companys compensation practices. 6. During his employment, the Employee is authorized to incur reasonable, ordinary, and necessary business expenses in the performance of his duties, such as travel and accommodation costs, in accordance with policies established by the Employer. The Employee shall account to the Employer for such expenses, and the Employer shall pay or reimburse the Employee against submission of itemized invoices and/or payment receipts evidencing such expenses. In addition: (a) Employer will provide Employee with a Company- paid, furnished apartment in Baltimore, Maryland, as well as a Company- paid rental vehicle, when working out of the ultimate Parent Companys corporate headquarters located in Baltimore, Maryland, USA; (b) Employer will reimburse Employee for any reasonable and necessary business and entertainment expenses, including mobile phone and business travel per the Companys policies; and (c) In the event that tax liabilities are incurred due to business travel outside of Panama, the Company will cover the cost of any required tax preparation. The Company will not cover any tax preparation for Panama- related activities. Article 6: Place of work and working hours 1. The Employee will in principle perform his duties and obligations on behalf of the Company at Sixth Floor, Comosa Building, Samuel Lewis Avenue, Republic of Panama. Employee acknowledges that his work may necessitate a considerable amount of travel both in Panama and abroad. Employer may, after consultation with Employee, relocate Employee to a new location outside of Panama. In the event of such relocation, Employer and Employee will negotiate new terms of employment that will modify this Agreement. Such relocation and modification of terms shall not be a termination of employment under Article 2.3(a) and (b). 2. The Employee shall be employed full time with working hours as determined by the Company, and at all times consistent with the Panamanian labour laws. Article 7: Benefits 1. The Employer will provide Employee with the following disability insurance: (a) Short term disability (STD): the Company will cover the premium for STD. The STD benefit will provide 60% of Employees salary, up to $1,000 per week, for 26 weeks duration. (b) Executive long term disability: the Company will cover the premium for long term disability insurance, based on Employees compensation level, up to $20,000 monthly, tax free replacement income. 2. Employer will cover the cost of a life insurance premium. The benefit provides a lump sum payment equal to 1x Employees salary, up to a maximum of $50,000. 4
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3. Employer will cover the cost of the group accidental death and dismemberment premium. This benefit provides an additional lump sum payment equal to 1x Employees salary, up to a maximum of $50,000 for an accidental death or dismemberment. 4. Employee is eligible to earn and use 30 days of Paid Time Off (PTO). Under Armours PTO year runs from May 1 to April 30. No PTO may be carried forward from one PTO year to the next, except with the written approval of the CEO, Under Armour, Inc. Employee is also eligible for 12 paid holidays in accordance with the Panama Holiday and Observances Calendar. 5. Employee shall have the same 50% discount on Company products that is offered to all full- time employees. Article 8: Confidentiality 1. Employee shall keep confidential and shall not at any time, whether during this Agreement or after its termination, for whatever reason use for his own and/or any other person's advantage, or disclose to any person, firm or company, any of the trade secrets, business methods or information which is to be treated as confidential concerning the business, affairs, or customers or relationships of the Employee and/or its affiliated companies. Employee and Employer agree to treat this Agreement and its terms as confidential. 2. Employee agrees to make available to the Employer all knowledge possessed by him relating to the business, customers, operations and financial affairs of the Employer and its subsidiaries, including any methods, developments, inventions or improvements whether patented, patentable or unpatentable which concern in any way the business of the Employer and its subsidiaries, acquired by Employee during the term of this Agreement.
Article 9: Non- Competition; Non- Sollicitation 1. Except as otherwise provided in this Agreement, without the prior written consent of the Company, the Employee hereby covenants and agrees that at no time during the Employees employment with Company, whether voluntary or involuntary, shall Employee: (a) directly or indirectly work for or engage in any capacity in any activities or provide strategic advice to Competitor Businesses. Competitor Businesses shall be defined as (i) any business that is involved in the manufacture, sale, development of fabrications or manufacturing methods, or marketing of: athletic apparel or footwear (e.g., Reebok, Nike, Adidas); sporting goods; tactical (military and/or law enforcement) apparel; hunting and fishing apparel; mountain sports apparel; accessories of such industries; or any business substantially similar to the present business of the Company or such other business activity in which the Company may substantially engage; and (ii) retail enterprises which sell products that compete with the Companys products;
(b) act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, distributor, employees, or agents of the Company; or (c) otherwise compete with Company in the sale or licensing, directly or indirectly, as principal, agent or otherwise, of any products competitive with the products, or services competitive with the services, developed or marketed by Company. 2. For a period of twelve months after termination of this Agreement, Employee will not act in any way, directly or indirectly, with the purpose or effect of soliciting, diverting or taking away any business, customer, client, supplier, distributor, employees, or agents of the Company.
Confidential Article 10: Rights of industrial and intellectual property 1. As a result of his activities for the Employer and/or its affiliates, the Employee may during this agreement or during one year after the termination thereof make, discover, or create anything that will qualify for protection by rights of an exclusive nature, such as intellectual property rights (which expressly include, but are not limited to patent rights, copyrights, computer programs and the like, (hereinafter referred to as: the Intellectual Property Rights) or know- how rights (hereinafter referred to as: the Rights). Parties agree that the Intellectual Property Rights and the Rights shall belong to and be the absolute property of the Employer both during this Agreement and after termination thereof. The remuneration of the Employee under this agreement is considered to comprise an equitable remuneration for not being granted any Intellectual Property Rights and Rights. 2. To the extent not already provided for by Panamanian intellectual property law, the Employee hereby transfers in advance, and shall to the extent this cannot be done in advance transfer both the Intellectual Property Rights and the Rights to the Employer. As far as copyrights are concerned, the Employee hereby transfers in advance, and shall to the extent this cannot be done in advance transfer to the Employer any moral rights. To the extent Panamanian intellectual property law does not provide for the transfer of particular moral rights, the Employee shall irrevocable waive, for the benefit of the Employer and its successors in title, any such moral rights. 3. The Employee shall, upon first request of the Employer, execute all documents and do all things reasonably necessary or desirable, to vest and maintain vested the Rights (including the moral rights) by the Employer. Any reasonable costs and expenses of the Employee in respect thereof will be reimbursed by the Employer.
Article 11: Data protection 1. The Employee agrees that the Employer may keep information and other records relating to the Employee in a personnel file which will be kept securely and access will only be given to management or other staff of the Employer and /or any subsidiary or group company of the Employer who require access to the information in the Employees file for business purposes and, to the Employer's advisers and consultants whose work relates to personnel and payroll matters. The information will be used to carry out staff administration and marketing. The Employee also agrees that information about him (including his name, photograph and experience) may be used in promotional materials for the Employer and may be disseminated to clients, of the Employer and /or any subsidiary or group company of the Employer wherever they may be situated in the world. The Employee agrees to inform the Employer as soon as possible in the event that his contact information changes. Article 12: Company Policies and Procedures 1. As a condition of employment, the Employee is required to comply with all policies and procedures of the Employer, including but not limited to, the Companys Code of Ethics and Business Conduct. By signing below, the Employee acknowledges that he or she has reviewed and understands the Companys Code of Ethics and Business Conduct.
Confidential Article 13: Gifts 1. The Employee shall not in connection with the performance of his duties, directly or indirectly, accept or demand gifts, commission, contributions or reimbursements in any form whatsoever from third parties. This does not apply to customary promotional gifts of little value.
Article 14: Return of Company Property 1. Employee shall promptly, whenever requested by the Company, and in any event upon the termination of his employment with the Company, for any reason, deliver to the Company all documents and materials, that the Company may require including but not limited to lists of clients or customers, correspondence and all other documents, paper and records, in whatever format, which may have been prepared by him or have come into his possession in the course of his employment with the Company, and Employee shall not be entitled to and shall not retain any copies thereof. Title and copyright therein shall vest in the Company.
Article 15: Representations and Warranties 1. Employee warrants and represents that he has not retained any confidential or proprietary information from a prior employer and understands that, under no circumstances, may he use any such information on behalf of, or disclose any such information to anyone at, the Company. 2. Employee warrants and represents that he is free from any employment agreement or restrictive covenant, such as a non- competition agreement, which would limit or restrict his ability to commence his employment pursuant to this Agreement.
3. Employee represents and warrants that to the best of his knowledge, his mental and physical health will not prevent him from carrying out his duties under this Agreement. Article 16: Prior Agreements; Amendments 1. This Agreement when effective supersedes and replaces all prior agreements, written or oral, between the Employee and the Company. This Agreement may not be amended or modified except by a document in writing, signed by the Parties or their authorized representatives. Article 17: Severability 1. If any provision of this agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable (i) such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement and (ii) the parties shall commit themselves to replace the non- binding and/or non- enforceable provisions by provisions that are binding and enforceable and differ as little as possible taking into account the object and purpose of this agreement from the non- binding and/or non- enforceable provisions. Article 18: Notice 1. Any notice required or permitted under this Agreement will be in writing and will be deemed to have been given when delivered by hand or when received by the addressee if sent by an internationally recognized overnight courier. Such communications must be sent to the Parties at the following addresses:
Confidential (a) to the Company: Edificio Comosa, Piso 6, Ave. Samuel Lewis, Ciudad de Panama, Republic of Panama, to the attention of Kevin Plank, CEO; and (b) to the Employee: Ten Tower, Apt. 43A, Costa Del Este, Costa Bay, Panama, to the attention of Karl- Heinz Maurath, President, Under Armour International. Article 19: Guaranty 1. In consideration of Employee entering into this Agreement with Employer, UA Panama, S. de R.L. a Maryland, U.S. company with its principal place of business located at 1020 Hull Street, Baltimore, Maryland (Guarantor), hereby irrevocably and unconditionally guarantees to Employee that Employer shall timely pay all amounts due and perform all obligations required under this Agreement, and if at any time Employer shall default in such payments or obligations, Guarantor will promptly, on receipt of written demand from Employee, pay the amounts and perform the obligations in respect of which Employer is in default. Article 20: Miscellaneous 1. The rights and obligations of the Employer hereunder shall be binding upon and run in favour of the successors and assigns of the Employer. Employer is free to assign this Agreement to its subsidiary or affiliate in Panama. 2. This Agreement shall be governed by and construed in accordance with the laws of Panama. 3. Employee agrees that the remedy at law for any breach by him of Articles 8, 9 or 10 of this Agreement will be inadequate and that, in addition to any other remedies the Company may have, the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. 4. Notwithstanding anything herein to the contrary, Article 2.3(a) and (b) (relating to severance), Article 8 (relating to the protection of the Companys confidential information), Article 9 (relating to Employees post termination non- interference and non- solicitation obligations) and Article 10 (relating to the ownership and protection of the Companys Intellectual Property and Rights) shall survive any termination of this Agreement.
Agreed and signed in duplicate in Panama City on August 9th, 2012.
UA Panama, S. de R.L., the Employer _/s/ Brad Dickerson________________________ Brad Dickerson, President, UA Panama, S. de R.L. Date: _8/20/12________________________ Date: __09.08.12_________________________
/s/ Karl- Heinz Maurath Karl- Heinz Maurath, the Employee
Confidential
Schedule 1
RMA Baden (small company owned by Employees brother), Employee serves as advisor and sits on the board directors
Confidential
Schedule 2
Equity: Performance Based 2012 Equity Base Case Projected Stock Price at Vesting
2013
2014
2015
2016
2017
$82.50
$90.75
$99.83
$109.81
$120.79 Total Vesting
2012 Grant 15,000 Performance Stock Units 15,000 2013 Grant 15,000 Performance Stock Units 15,000 2014 Grant 15,000 Performance Stock Units 15,000 2015 Grant 20,000 Performance Stock Units 20,000 2016 Grant 20,000 Performance Stock Units 20,000 Total $ of Performance Stock Units Vesting per year Panama Income None Tax under MHQ status Panama Social None Security Tax under MHQ status Net Cash Value If shares sold
680.625
748.688
$1,429.313
748.688
823.556
$1,572.244
823.556
905.912 $1,729.468
1,207.883 $1,207.883
$680.625
$1,497.375
$1,647.113
$2,113.794
$5,938.907
$680.625
$1,497.375
$1,647.113
$2113.794
$5,938.907
Note: The amounts shown in this Schedule are intended to reflect the years in which the equity would be earned. The equity would not actually vest until mid February of the following year. For example the 680.625 noted under 2014 for the 2012 Grant of 15,000 (which is based on the Companys combined operating income for 2013 and 2014) would be earned in 2014, but would not vest until February of 2015. Further, the share amounts and stock prices are based on pre- split amounts. 10
Exhibit 21.01 Subsidiaries Under Armour Europe B.V. Under Armour Retail, Inc. Global Sourcing Ltd. UA International Holdings C.V. Incorporation The Netherlands Maryland Hong Kong The Netherlands
Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S- 8 (Nos. 333- 130567, 333- 129932 and 333- 172423) of Under Armour, Inc. of our report dated February 25, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10- K. /s/ PricewaterhouseCoopers LLP Baltimore, Maryland February 25, 2013
Exhibit 31.01 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 I, Kevin A. Plank, certify that: 1. I have reviewed this annual report on Form 10- K of Under Armour, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 25, 2013 /s/ KEVIN A. PLANK Kevin A. Plank Chairman of the Board of Directors, Chief Executive Officer and President
Exhibit 31.02 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 I, Brad Dickerson, certify that: 1. I have reviewed this annual report on Form 10- K of Under Armour, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 25, 2013 /s/ BRAD DICKERSON Brad Dickerson Chief Financial Officer
Exhibit 32.01 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002, the undersigned officer of Under Armour, Inc. (the Company) hereby certifies, to such officer's knowledge, that: (i) the annual report on Form 10- K of the Company for the period ended December 31, 2012 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 25, 2013 /s/ KEVIN A. PLANK Kevin A. Plank Chairman of the Board of Directors, Chief Executive Officer and President A signed original of this written statement required by Section 906 of the Sarbanes- Oxley Act of 2002 has been provided to Under Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.02 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes- Oxley Act of 2002, the undersigned officer of Under Armour, Inc. (the Company) hereby certifies, to such officer's knowledge, that: (i) the annual report on Form 10- K of the Company for the period ended December 31, 2012 (the Report) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 25, 2013 /s/ BRAD DICKERSON Brad Dickerson Chief Financial Officer A signed original of this written statement required by Section 906 of the Sarbanes- Oxley Act of 2002 has been provided to Under Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Under Armour, Inc. (NYSE:UA) > Quick Comparable Analysis > Financial Data
Details Template: Currency: As-Of Date: Capital IQ Default Comps US Dollar Feb-27-2013
Company Comp Set Company Name Coach, Inc. (NYSE:COH) Columbia Sportswear Company (NasdaqGS:COLM) Deckers Outdoor Corp. (NasdaqGS:DECK) Fifth & Pacific Companies, Inc. (NYSE:FNP) Gildan Activewear Inc. (TSX:GIL) Lululemon Athletica Inc. (NasdaqGS:LULU) Quiksilver Inc. (NYSE:ZQK) V.F. Corporation (NYSE:VFC) Wacoal Holdings Corp. (TSE:3591) Warnaco Group Inc. Day Close Price Latest 46.5 56.86 40.35 17.11 35.89 65.97 5.94 158.03 10.56 Shares Outstanding Latest 280.8 33.9 35.3 119.8 121.6 144.1 165.4 110.2 140.8 Market Capitalization Latest 13,056.5 1,929.9 1,422.8 2,050.2 4,365.9 9,507.4 982.4 17,415.7 1,487.4 LTM Net Debt (835.9) (335.3) 213.4 346.9 95.0 (439.4) 716.1 1,247.1 (144.4) (56.3) LTM Total Pref. Equity -
Under Armour, Inc. (NYSE:UA) Summary Statistics High Low Mean Median
47.53 Day Close Price Latest 158.03 5.94 48.58 40.35
104.8 Shares Outstanding Latest 280.8 33.9 128.0 121.6
4,979.7 Market Capitalization Latest 17,415.7 982.4 5,802.0 2,050.2
(280.0) LTM Net Debt 1,247.1 (835.9) 80.7 19.4
LTM Total Pref. Equity -
Displaying 11 Companies.
All values in millions, except per share data and ratios. Values converted at today's spot rate.
LTM Minority Interest 18.93 24.38 15.28
Total Enterprise Value Latest 12,220.5 1,594.7 1,636.1 2,397.0 4,458.1 9,068.0 1,717.4 18,662.8 1,367.4 -
LTM Tangible Book Value/ Share 6.01 32.07 12.99 ( 2.73) 8.61 5.11 1.03 1.8 10.86 14.05
LTM Filing Date, Income Statement Feb-05-2013 Feb-07-2013 Nov-08-2012 Feb-21-2013 Feb-06-2013 Dec-06-2012 Jan-10-2013 Feb-15-2013 Feb-14-2013 Nov-06-2012
LTM Total Revenue 4,929.3 1,669.6 1,401.0 1,505.1 2,065.2 1,256.4 2,013.2 10,879.9 1,908.5 2,405.7
LTM EBITDA 1,692.1 178.4 257.8 29.7 351.5 380.3 117.4 1,703.2 167.8 288.4
LTM EBIT 1,547.4 137.5 225.8 (34.5) 257.8 339.9 64.2 1,465.3 116.8 219.5
LTM Minority Interest 24.38 15.28 19.53 18.93
4,699.8 Total Enterprise Value Latest 18,662.8 1,367.4 5,902.5 2,397.0
7.76 LTM Tangible Book Value/ Share 32.07 ( 2.73) 8.98 7.31
Jan-31-2013 LTM Filing Date, Income Statement -
1,834.9 LTM Total Revenue 10,879.9 1,256.4 3,003.4 1,960.9
251.8 LTM EBITDA 1,703.2 29.7 516.7 273.1
208.7 LTM EBIT 1,547.4 (34.5) 434.0 222.7
LTM Diluted EPS Excl. Extra Items 3.63 2.93 4.06 ( 0.54) 1.88 1.62 ( 0.07) 9.7 0.51 1.84
NTM Revenue (Capital IQ) 5,319.25 1,680.08 1,452.75 1,746.02 2,157.25 1,589.44 2,105.12 11,573.2 2,049.54 2,523.5
NTM EBITDA (Capital IQ) 1,815.84 176.59 204.08 131.36 444.72 477.69 177.32 1,941.47 169.84 391.25
NTM EPS (Capital IQ) 3.94 2.86 3.22 0.02 2.72 2.11 0.19 10.8 0.67 4.4
1.21 LTM Diluted EPS Excl. Extra Items 9.7 ( 0.54) 2.56 1.86
2,229.73 NTM Revenue (Capital IQ) 11,573.2 1,452.75 3,219.62 2,077.33
312.18 NTM EBITDA (Capital IQ) 1,941.47 131.36 593.02 297.67
1.45 NTM EPS (Capital IQ) 10.8 0.02 3.09 2.79
Under Armour, Inc. (NYSE:UA) > Quick Comparable Analysis > Trading Multiples
Company Comp Set Company Name Coach, Inc. (NYSE:COH) Columbia Sportswear Company (NasdaqGS:COLM) Deckers Outdoor Corp. (NasdaqGS:DECK) Fifth & Pacific Companies, Inc. (NYSE:FNP) Gildan Activewear Inc. (TSX:GIL) Lululemon Athletica Inc. (NasdaqGS:LULU) Quiksilver Inc. (NYSE:ZQK) V.F. Corporation (NYSE:VFC) Wacoal Holdings Corp. (TSE:3591) Warnaco Group Inc. TEV/Total Revenues LTM Latest 2.5x 1.0x 1.2x 1.6x 2.2x 7.2x 0.9x 1.7x 0.7x 1.3x TEV/EBITDA LTM - Latest 7.2x 8.9x 6.3x 84.4x 13.1x 23.8x 14.6x 11.0x 7.7x 10.7x TEV/EBIT LTM - Latest 7.9x 11.6x 7.2x NM 17.8x 26.7x 26.8x 12.7x 10.9x 14.0x P/Diluted EPS Before Extra LTM - Latest 12.8x 19.4x 9.9x NM 19.6x 40.7x NM 16.3x 20.6x 40.0x P/TangBV LTM - Latest 7.7x 1.8x 3.1x NM 4.3x 12.9x 5.8x 87.6x 1.0x 5.2x
2.6x TEV/Total Revenues LTM Latest 7.2x 0.7x 2.0x 1.4x
18.7x TEV/EBITDA LTM - Latest 84.4x 6.3x 18.8x 10.8x
22.5x TEV/EBIT LTM - Latest 26.8x 7.2x 15.1x 12.7x
39.3x P/Diluted EPS Before Extra LTM - Latest 40.7x 9.9x 22.4x 19.5x
6.1x P/TangBV LTM - Latest 87.6x 1.0x 14.4x 5.2x
NTM TEV/Forward Total Revenue (Capital IQ) 2.30x 0.95x 1.13x 1.36x 2.06x 5.71x 0.82x 1.61x 0.67x -
NTM TEV/Forward EBITDA (Capital 6.7x IQ) 9.0x 8.0x 18.0x 10.0x 19.0x 9.7x 9.6x 8.1x -
NTM Forward P/E (Capital IQ) 11.79x 19.90x 12.53x NM 13.14x 31.30x 30.94x 14.64x 15.85x -
2.11x NTM TEV/Forward Total Revenue (Capital IQ) 5.71x 0.67x 1.84x 1.36x
15.1x NTM TEV/Forward EBITDA (Capital IQ) 19.0x 6.7x 10.9x 9.6x
32.73x NTM Forward P/E (Capital IQ) 31.30x 11.79x 18.76x 15.24x
Under Armour, Inc. (NYSE:UA) > Quick Comparable Analysis > Operating Statistics
Company Comp Set Company Name Coach, Inc. (NYSE:COH) Columbia Sportswear Company (NasdaqGS:COLM) Deckers Outdoor Corp. (NasdaqGS:DECK) Fifth & Pacific Companies, Inc. (NYSE:FNP) Gildan Activewear Inc. (TSX:GIL) Lululemon Athletica Inc. (NasdaqGS:LULU) Quiksilver Inc. (NYSE:ZQK) V.F. Corporation (NYSE:VFC) Wacoal Holdings Corp. (TSE:3591) Warnaco Group Inc. LTM Gross Margin % 72.8% 42.9% 46.7% 56.0% 24.3% 55.5% 48.7% 46.5% 52.6% 43.5% LTM EBITDA Margin % 34.3% 10.7% 18.4% 2.0% 17.0% 30.3% 5.8% 15.7% 8.8% 12.0% LTM EBIT Margin % 31.4% 8.2% 16.1% (2.3%) 12.5% 27.1% 3.2% 13.5% 6.1% 9.1% LTM Net Income Margin % 21.31% 5.98% 11.10% (4.95%) 11.13% 18.68% (0.53%) 9.98% 3.78% 3.32% LTM Total Revenues, 1 Yr Growth % 9.99% (1.44%) 16.40% (0.90%) 21.61% 43.63% 3.08% 15.02% 3.42% (3.39%)
47.9% LTM Gross Margin % 72.8% 24.3% 49.0% 47.7%
13.7% LTM EBITDA Margin % 34.3% 2.0% 15.5% 13.8%
11.4% LTM EBIT Margin % 31.4% (2.3%) 12.5% 10.8%
7.02% LTM Net Income Margin % 21.31% (4.95%) 7.98% 7.98%
24.60% LTM Total Revenues, 1 Yr Growth % 43.63% (3.39%) 10.74% 6.71%
LTM EBITDA, 1 Yr Growth % 11.65% (4.17%) (5.26%) 40.30% 54.58% 40.20% (35.88%) 17.99% 31.63% (9.58%)
LTM EBIT, 1 Yr Growth % 11.42% (3.57%) (9.23%) 67.11% 39.23% (49.80%) 17.71% 50.96% (14.72%)
LTM Net Income, 1 Yr Growth % 10.47% (3.50%) (4.90%) 51.00% 41.97% 22.28% 24.63% (47.84%)
LTM Total Debt/Capital % 1.08% 0.01% 28.74% 145.44% 10.88% 55.72% 26.46% 8.61% 19.61%
LTM Total Debt/EBITDA 0.0x 0.0x 1.1x 13.7x 0.5x 6.5x 1.1x 1.1x 0.9x
NTM LT EPS Growth Rate (Capital IQ) 13.95% 12.83% 11.02% 10.00% 13.50% 26.96% 11.67% 12.41% -
5 Year Beta 1.6 1.06 1.3 2.55 0.93 2.21 2.71 0.92 0.18 -
26.48% LTM EBITDA, 1 Yr Growth % 54.58% (35.88%) 14.15% 14.82%
28.22% LTM EBIT, 1 Yr Growth % 67.11% (49.80%) 12.12% 11.42%
32.87% LTM Net Income, 1 Yr Growth % 51.00% (47.84%) 11.76% 16.38%
7.04% LTM Total Debt/Capital % 145.44% 0.01% 32.95% 19.61%
0.2x LTM Total Debt/EBITDA 13.7x 0.0x 2.8x 1.1x
22.07% NTM LT EPS Growth Rate (Capital IQ) 26.96% 10.00% 14.04% 12.62%
1.53 5 Year Beta 2.71 0.18 1.5 1.3
Under Armour, Inc. (NYSE:UA) > Quick Comparable Analysis > Business Description
Company Comp Set Company Name Business Description Coach, Inc. engages in the design, marketing,Sportswear Company, Columbia and distribution of handbags, accessories, wearables, together with its subsidiaries, Deckers Outdoor Corporation footwear, jewelry, sunwear, travel engages in theCompanies, Inc. (NasdaqGS:DECK) manufacture, Fifth & Pacific Companies, Inc. Fifth & Pacific design, development, bags, watches, and fragrances sourcing, in the of footwear and for and marketing design engages in (NYSE:FNP) engages marketing, and distribution Gildan Activewear Inc. and marketing Gildan Activewear Inc. (TSX:GIL) women and for outdoorUnited in the activities of outdoor apparel, footwear, States accessories men and sale of apparel of amanufacture inc., together the range athletica and lululemon of apparel company Lululemon Athletica Inc. and internationally. The for men, accessories, and company provides and casual lifestyle use United accessories. The equipment in the products primarily in designs, with its subsidiaries, the develops, (NasdaqGS:LULU) Quiksilver, Inc.Latin America, theas Quiksilver Inc. (NYSE:ZQK) offers States, designs, company Unitedwomen handbags, as well women,Canada, and Europe. It sells luxurious, casual, and The women's States, and children. fun manufactures, and distributes markets, cases, computer bags, distributes and V.F. Corporation designs Middle business andEurope, thebranded V.F. Corporation (NYSE:VFC) Asia Pacific, footwear, handbags, offers luxury and girl'sfleece, forjewelry,shirts to apparel, women, T-shirts,apparel and sport watches, athletic footwear, accessories, for apparel,Holdings Canada. from manufactures, or weather men, messenger-style Corp. designs, Wacoal Wacoal Holdings Corp. East, Africa, and bags, and totes apparel, and cold sources It the sleepwear,distributors under wholesale sunglasses,companys and female youth. The swimwear, related products primarily and independent underaccessories, small men. Its accessories comprisefor manufactures, and and various (TSE:3591) provides apparel, theInc., together The baby products; markets Warnaco accessories contractorsmen's and Warnaco Group Inc. and of apparelGroup, UGG brand Gildan brand name. The company line women, and children. money and accessories men, goods consisting of Itand in apparel and footwear products leather subsidiaries,women, also womens denim, woven and knit equipment for men, designs, with itsopen and activewear outdoor name; intimate apparel primarily women's also provides its closed-toe tops, include wristlets, andequipment. fitness United States offers underthe pants, cosmetic snowboarding shorts, primarilyfootwear, States, China, in Columbia and Mountain pieces, the United multi-sport and Japan, youth sources, for work sweaters, lifestyle markets, and schooland tops, dresses and licenses, and products forprovides lifestyle and jackets company offers The company healthy Asia. It Europe. Thehiking as well cases for women, used its asapparel, Europe, tees.line intimate and Hardwear brandsofshoes, products distributes a athletic team wear, shoes, Armour, also engages in the graphiclight southeast during uniforms and It as yoga, running, Under footwear, offers gear, activities, such Inc.outdoor men; Under Armour, Inc. (NYSE:UA) for various activities,garments, apparel, activities, such for rugged wallets and footwear,including provides outdoor foundation travel sportswear, card swimwear bags, and cases as amphibiousbriefcases,and skiing, and handbags,purposes to marketing, and other outdoor lifestyle design,and fitness. Itsconvey general fitnesscasual development, climbing, time skateboard-inspired under the novelty accessories and surf- for including brassieres snowboarding,shoescomprisingTeva products. group, goods; and offers sportswear outdoor travel hiking, girdles; and small It of apparel,team identity. individual, leather and footwear, distribution related accessories comprise bags, associated with surfing, hunting, inspired footwear, electronic backpacks, management and juniors, including and lingerie, and sport bra-slips, mountaineering, camping,footwear men, name; such as footwear, brandwomen,action apparel, which fashion accessories, slips, In addition, it offersyoga mats, BMX and accessories for men, women, socks, underwear, andand charms; skateboarding, snowboarding, luggage, handbags woven sports, accessories, key brand name; highDisplaying 11 Companies. and womens briefs. The company fishing, trail running, fragrances, jeanswear, knit and water shirts, under the Sanuk rings, optics, cosmetics and Theand water includes socks, underwear,board and youth worldwide. and and instructional yoga DVDs, company and motocross,travel. apparel, travel beachThe accessories, outdoor intimateand and belts. outerwear; for men and also adventure companys company tops,designs, manufactures, to and The end casual productsthree fitand tabletopThefootwear primarily activewear company sells other offers sports, and in its apparel legwear bottles. products,womens active ridingnightwear, childrens its accessories, rally car, and types: wearables consist TSUBO brand ofproducts, scarves, sells offers footwearbras, panties, also apparel comprisingathletic, casual, women under fitted, and bedding socks, electronicsacases,loose that U.S. retailers; and chain offers its compression, the productsgloves, and hats; of activities.through Quiksilver, the wear primarily under Inc. jewelry jackets, lightweight hiking boots, underwear, loungewear, Vans, The outerwear, including products, and stationery sleepwear,socks for U.S. retailers. name; outdoor and designed be worn in hot, All values in millions, except per share data and ratios. toperformance and dress are bath primarilyand franchise corporate-owned under SmartWool, products North Face, hosiery, and necklaces, covers bangle bracelets, theAhnu sportswear, and The company trail paper goods.under the shoes, rugged shapewear, Timberland, for lifestyle footweardaywearother and running company holdscold Its Further, the to Roxy, Hawk, Lib eValues converted at today's spot rate. cold, and changing temperatures. stores; direct consumerwith through Quiksilver,Eastpak,products. casual JanSport, DC, as Kipling, rings, and earrings underwear and apparel andwellsandals, and In weatherproducts to made Napapijri, women, as licensing relationships brand name;textile department and sells its boots, a work footwear contractual and network football, a footwear products include of brands; commerce; Creek, brands through Technologies, Gnu women under Reef, Eagle men; and lucy sterling silver andbrand name. 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As 1998brands.based in of stores, and kids GT, and team uniforms, baby is mens founded in Coach brand products, Beach, California. of products Harley-Davidson and December brands; distribute the as well as through garments 285 specialty retail and consumers. Asvarious stores customersand formerly known as through outlet stores, lingerie customoperatedeyewear, and company was apparel, Vancouver, Canada.denim bottoms, fashion sportswear,eyewear, In includinginitthe and Wing outlet retail under Wacoal stores including 31, 2011, footwear, 43 the United operated distribution channels, States. retailersmouth United inas well as its and 119 outlet Inc. and brand Textiles molded Gildanguards, changed sleepwear, and underwear, storesits watches, thestores, independentsells and fragrances. Corp.well names. and companyretail markets Holdings It as stores and 822 specialty retail stores department branded distributes addition, Gildan Under Armour, Inc.in States; Wacoal Activewear Inc. in name to bags. hats and as products directly to consumers its apparel States;independent thehandbags, luggage,membership United products outlet retail retailers, through 7 primarily to Inc. products chain stores, backpacks, and its products primarily under Marchoutlet stores primarily in the sells3 1995. Gildan Activewear and accessoriesretailers in stores in through retailers, principally Europe, a general andand as well as underthe stores andnetwork of The company branded retail clubs, mass merchandisers,through distributors 3Canada. companyEurope UNDER1984 and isbrands wasand founded in ARMOUR and UA Nautica and Kipling brands; and the operatedas well in specialty, offa networkstores e-commerce and of specialty retail various Australia, western stores, Internet,locationsas Asia, America, Canada,wholesale North and Latin also engages in inchannels, which headquartered in Montreal, Canada. through denim and casual bottoms, premiumand Kong, andand through Japan, Hong 2 outletMacau, mainland mail order othera joint venture with Europe; Itcatalogs, retail stores in price, and America. has stores; the to its licensing operations relating Internet. include independent and specialty Coach, Inc. (NYSE:COH) Columbia Sportswear Company (NasdaqGS:COLM) Deckers Outdoor Corp. Headquarters 516 West 34th Street, New York, New York, 10001, United Drive, 14375 NW Science Park States Portland, Oregon, 97229-5418, 495-A South Fairview Avenue, United California, 93117, United Goleta,States 1441 Broadway, New York, New States MaisonneuveStates York, 10018, United Boulevard 600 de West, 33rd Floor, Montreal, Quebec, 1818 Cornwall Avenue, Suite 400, H3A 3J2, Canada Vancouver, British Columbia, V6J 15202 Graham Street, Huntington 1C7,Corporate Center Boulevard, Beach, California, 92649, United 105 Canada States Greensboro, North Carolina,Minami29 Nakajima-cho, Kisshoin, 27408, United States ku, Kyoto 601-8530, Japan New 501 7th Avenue, New York, York, 10018, United States 1020 Hull Street, Baltimore, Maryland, 21230, United States
Under Armour, Inc. (NYSE:UA) > Quick Comparable Analysis > Implied Valuation
Company Comp Set Company Name Under Armour, Inc. (NYSE:UA) Total Revenue 1,834.9 EBITDA 251.8 EBIT 208.7 Revenue (Capital IQ) 2,229.73 Total Enterprise Value Multiples TEV/Total Revenues High Low Mean Median Implied Enterprise Value High Low Mean Median + Total Cash & ST Investments - Total Debt - Total Pref. Equity - Minority Interest = Implied Equity Value High Low Mean Median / Shares Outstanding = Implied Price per Share High Low Mean 129.1 15.2 38.0 205.4 17.9 47.8 56.0 17.1 32.7 124.09 16.87 41.9 59.24 22.73 35.15 13,523.5 1,594.6 3,986.4 2,914.2 104.77 21,519.5 1,877.8 5,007.1 3,002.0 104.77 5,862.6 1,791.9 3,424.0 2,938.1 104.77 13,000.91 1,767.5 4,389.62 3,301.64 104.77 6,206.17 2,380.92 3,683.15 3,280.88 104.77 13,243.6 1,314.6 3,706.5 2,634.2 341.8 61.9 21,239.5 1,597.8 4,727.1 2,722.1 341.8 61.9 5,582.7 1,512.0 3,144.0 2,658.1 341.8 61.9 12,720.96 1,487.55 4,109.67 3,021.68 341.8 61.9 5,926.22 2,100.97 3,403.2 3,000.93 341.8 61.9 7.2x 0.7x 2.0x 1.4x TEV/EBITDA 84.4x 6.3x 18.8x 10.8x TEV/EBIT 26.8x 7.2x 15.1x 12.7x TEV/Forward Total Revenue 5.71x 0.67x 1.84x 1.36x TEV/Forward EBITDA 19.0x 6.7x 10.9x 9.6x EBITDA (Capital IQ) 312.18
Median Mean Equity Value Across Multiples High Low Mean Median
27.8 Equity Value 17,670.98 1,660.26 4,741.59 3,066.64
28.7 Price Per Share 168.66 15.85 45.26 29.27
28.0
31.51
31.32
Basic EPS 1.23 Pricing Multiples P/Diluted EPS Before Extra 40.7x 9.9x 22.4x 19.5x
EPS (Capital IQ) 1.45
Tangible Book Value/Share 7.76
Forward P/E 31.30x 11.79x 18.76x 15.24x
P/TangBV 87.6x 1.0x 14.4x 5.2x
5,267.17 1,284.22 2,900.94 2,522.89 104.77
4,762.34 1,794.37 2,854.09 2,319.11 104.77
71,225.65 790.81 11,687.48 4,254.33 104.77
50.27 12.26 27.69
45.46 17.13 27.24
679.83 7.55 111.55
24.08
22.14
40.61
Under Armour, Inc. (NYSE:UA) > Quick Comparable Analysis > Valuation Chart
Company Comp Set
Under Armour, Inc. (NYSE:UA) > Competitors

Customize View Named by Company Named by Competitor Named by Third Party Recently disclosed competitors only (within the last two years) Include Competitors for:Current subsidiaries
Competitors Competitor's Name LTM Revenue ($mm) LTM Date Source Abercrombie & Fitch Co. 4,371.04 Feb-02-2013 J. Crew Group, Inc. 2012 Form 10(NYSE:ANF) K Business Description: Abercrombie & Fitch Co., through its subsidiaries, operates as a specialty retailer of casual apparel for men, women, and kids. The company sells various products, including casual sportswear apparel comprising knit and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters, and outerwear; personal care products; and accessories for men, women, and kids under the Abercrombie & Fitch, abercrombie kids, and Hollister brands. It also offers bras, underwear, sleepwear, and at-home products for girls under the Gilly Hicks brand. Abercrombie & Fitch Co. sells its products through its stores; direct-to-consumer sales; and Websites, such as abercrombie.com, abercrombiekids.com, hollisterco.com, and gillyhicks.com. As of February 29, 2012, the company operated 1,045 stores, including 280 Abercrombie & Fitch stores, 154 abercrombie kids stores, 494 Hollister Co. stores, and 18 Gilly Hicks stores in the United States; and 14 Abercrombie & Fitch stores, 5 abercrombie kids stores, 77 Hollister Co. stores, and 3 Gilly Hicks stores internationally. Abercrombie & Fitch Co. was founded in 1892 and is headquartered in New Albany, Ohio. Under Armour, Inc. (NYSE:UA) Form Business Description: adidas AG and its subsidiaries engage in designing, developing, producing, and marketing a range of athletic and sports lifestyle products worldwide. It offers footwear, apparel, and hardware, such as bags and balls primarily under the adidas and Reebok brands. The company operates in six segments: Wholesale, Retail, TaylorMade-adidas Golf, Rockport, Reebok-CCM Hockey, and Other Centrally Managed Brands. The Wholesale segment is involved in various business activities related to the distribution of adidas and Reebok products to retail customers. The Retail segment engages in various business activities related to the sale of adidas and Reebok products directly to consumers through its retail and e-commerce platforms. As of December 31, 2011, this segment operated 2,401 stores, including 1,804 stores under the addidas brand and 597 stores under the Reebok name. The TaylorMade-adidas Golf segment provides three brands comprising TaylorMade that designs, develops, and assembles golf clubs, balls, and accessories; adidas Golf consisting of foot wear, apparel, and accessories; and Ashworth brand, which designs and distributes mens and womens lifestyle sports wear. The Rockport segment primarily designs and markets leather footwear for men and women. The Reebok-CCM Hockey segment designs, produces, and markets hockey equipment, such as sticks and skates, as well as apparel primarily under the Reebok Hockey and CCM brands. The Other Centrally Managed Brands segment designs and distributes footwear and apparel. The company was formerly known as adidas-Salomon AG and changed its name to adidas AG in May 2006. adidas AG was founded in 1920 and is headquartered in Herzogenaurach, Germany. J. Crew Group, Inc. 2012 Form 10K Business Description: Aropostale, Inc., together with its subsidiaries, operates as a mall-based specialty retailer of casual apparel and accessories. It provides a collection of apparel, including graphic t-shirts, tops, bottoms, sweaters, jeans, outerwear, and accessories for 14 to 17 year-old young women and men. The company also offers casual clothing and accessories focusing on elementary school children between the ages of 4 and 12. As of June 14, 2012, it operated 916 Aeropostale stores in 50 states and Puerto Rico, 70 Aeropostale stores in Canada, and 87 P.S. from Aeropostale stores in 21 states. The company also markets its products through its Websites, aeropostale.com and ps4u.com. The company was formerly known as MSS-Delaware, Inc. and changed its name to Aropostale, Inc. in February 2000. Aropostale, Inc. was founded in 1987 and is headquartered in New York, New York. American Eagle Outfitters, Inc. 3,426.94 Oct-27-2012 J. Crew Group, Inc. 2012 Form 10(NYSE:AEO) K Business Description: American Eagle Outfitters, Inc., together with its subsidiaries, operates as an apparel and accessories retailer in the United States and Canada. It operates a network of retail stores that offer denims, sweaters, graphic T-shirts, fleece, outerwear, and accessories for 15 to 25year old men and women under the American Eagle Outfitters brand name; a collection of Dormwear, intimates, and personal care products for girls under the aerie brand name; and clothing and accessories for kids aged between 2 to 14 under the 77kids brand name. As of January 28, 2013, the company operated 1,000 stores in North America, as well as 50 franchise stores in 13 countries. It also sells and ships merchandise via its ecommerce Websites, including ae.com, aerie.com, and 77kids.com to 77 countries worldwide. American Eagle Outfitters, Inc. was founded in 1977 and is headquartered in Pittsburgh, Pennsylvania. J. Crew Group, Inc. 2012 Form 10K Business Description: ANN Inc., together with its subsidiaries, operates as a retailer of womens apparel, shoes, and accessories in the United States. The company offers a range of career and casual separates, dresses, tops, weekend wear, shoes, and accessories under the Ann Taylor and LOFT brands. It sells its products through traditional retail stores and on the Internet at anntaylor.com and LOFT.com, as well as through phone. The company also offers updated past season best sellers from the Ann Taylor and LOFT merchandise collections at its Ann Taylor Factory and LOFT Outlet stores. As of August 17, 2012, it operated 962 stores, including 277 Ann Taylor stores, 100 Ann Taylor Factory stores, 505 LOFT stores, and 80 Date Created: Feb-27-2013 Page 1 of 8 ANN INC (NYSE:ANN) 2,334.49 Oct-27-2012 Aropostale, Inc. (NYSE:ARO) 2,396.85 Oct-27-2012 Adidas AG (DB:ADS) 21,358.68 Sep-30-2012

Competitors LOFT Outlet stores. The company was formerly known as AnnTaylor Stores Corporation and changed its name to ANN Inc. in March 2011. ANN Inc. was founded in 1986 and is headquartered in New York, New York. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: Carter's, Inc., together with its subsidiaries, designs, sources, and markets branded childrens wear. The company provides products under the Carters, Child of Mine, Just One You, Precious Firsts, OshKosh, and related brand names. Its Carters brand baby products include bodysuits, pants, undershirts, towels, washcloths, receiving blankets, layette gowns, bibs, caps, and booties; playclothes products consist of knit and woven cotton apparel; sleepwear products comprise pajamas and blanket sleepers; and other products consist of bedding, outerwear, swimwear, shoes, socks, diaper bags, gift sets, toys, and hair accessories. The company also provides playclothes products, including denim apparel products, overalls, woven bottoms, knit tops, and playclothes products for sizes newborn to 12 under the OshKosh brand. In addition, it offers baby, sleepwear, outerwear, shoes, hosiery, and accessories under the OshKosh brand. The company sells its products in department stores, national chains, and specialty retailers, as well as through its Carters and OshKosh retail stores; and online at carters.com and oshkoshbgosh.com. As of June 30, 2012, it operated 385 Carters and 166 OshKosh outlet and brand retail stores in the United States; and 73 retail stores in Canada. The company was founded in 1865 and is headquartered in Atlanta, Georgia. J. Crew Group, Inc. 2012 Form 10K Business Description: Chico's FAS, Inc., together with its subsidiaries, operates as a specialty retailer of private branded, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing items in the United States. The company provides its products under the Chico's, White House|Black Market (WH|BM), Soma Intimates (Soma), and Boston Proper brand names. The Chico's and the WH|BM brands sell designed private branded clothing, and accessories, such as handbags, belts, shoes, scarves, earrings, necklaces, and bracelets for women 30 and over. The Soma brand sells designed private branded lingerie, loungewear, and beauty products focusing on women who are 35 years old and over. It provides bras, panties, shape wear, sleepwear, relaxed tops, bottoms, dresses, fragrance perfumes, and lotions. The Boston Proper brand sells women's high end apparel and accessories focusing on women between 35-55 years old through catalogs and online. The company sells its products through retail stores and catalog, as well as through the Internet at www.chicos.com, www.whbm.com, www.soma.com, and www.bostonproper.com. As of January 28, 2012, it operated 1,256 stores in the United States, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Chico's FAS, Inc. was founded in 1983 and is based in Fort Myers, Florida. J. Crew Group, Inc. 2012 Form 10K Business Description: Coach, Inc. engages in the design, marketing, and distribution of handbags, accessories, wearables, footwear, jewelry, sunwear, travel bags, watches, and fragrances for women and men in the United States and internationally. The company offers women handbags, as well as business cases, computer bags, messenger-style bags, and totes for men. Its accessories comprise small leather goods consisting of money pieces, wristlets, and cosmetic cases for women, as well as wallets and card cases for men; novelty accessories comprising time management and electronic accessories, key rings, and charms; and belts. The companys wearables consist of scarves, jackets, gloves, and hats; jewelry covers bangle bracelets, necklaces, rings, and earrings made with sterling silver and non-precious metals; travel bags comprise luggage, travel kits, and valet trays; and womens fragrance collections consist of eau de perfume spray, eau de toilette spray, purse spray, body lotion, and body splashes. It manufactures its products through independent manufacturers. The company also licenses rights to distribute the Coach brand products, including footwear, eyewear, watches, and fragrances. It markets its products directly to consumers through a network of company-operated stores in North America, Japan, Hong Kong, Macau, mainland China, Taiwan, and Singapore, as well as the Internet; and through department stores, specialty stores, and other online retailers. As of June, 30, 2012, the company operated 354 retail and 169 factory leased stores in North America; 180 Coachoperated department store shop-in-shops, retail stores, and factory stores in Japan; 96 Coach-operated department store shop-in-shops, retail stores, and factory stores in Hong Kong, Macau, and mainland China; and 34 Coach-operated department store shop-in-shops, retail stores, and factory stores in Taiwan and Singapore. Coach, Inc. was founded in 1941 and is headquartered in New York, New York. Easton-Bell Sports, Inc. 2012 Form 10-K Business Description: Easton-Bell Sports, Inc., together with its subsidiaries, designs, develops, and markets branded sports equipment, protective products, and related accessories for athletes and enthusiasts. It offers various baseball and softball equipment and accessories, including bats, gloves, protective equipment, and apparel; ice hockey equipment and accessories, such as sticks, blades, skates, protective equipment, and apparel; football helmets; and reconditioning services for football helmets and shoulder pads, baseball and lacrosse helmets, catchers equipment, baseball gloves, and hockey helmets and shoulder pads. The company also provides practice wear, apparel, footwear, and game uniforms for use on and off the field by football, baseball, softball, and ice hockey athletes; and has license agreements with third parties to manufacture and market products under the Riddell, Easton, and MacGregor brand names. In addition, it offers helmets for cycling and action sports; cycling components, including handlebars, tubing, and wheels; and cycling accessories, such as lights, mirrors, reflectors, locks, pumps, pedals, tires, protective pads, gloves, and bags for use in cycling and extreme sports. Further, the company provides snow sports helmets and accessories for snowboarding and skiing; power sports helmets and accessories for street and motocross, and snowmobiles; and fitness accessories, including mats, resistance bands, and weights for strength training, yoga, and pilates. It sells its products through specialty retailers; full-line sporting goods retailers and distributors; institutional buyers, such as educational institutions and athletic leagues; and mass retailers under the Easton, Bell, Giro, Riddell, MacGregor, Blackburn, CoPilot, Barbie, Hot Wheels, Sesame Street, X Games, and Savasa brand names worldwide. The company was incorporated in 2003 and is headquartered in Van Nuys, California. Easton-Bell Sports, Inc. operates as a subsidiary of RBG Holdings Corp. Fifth & Pacific Companies, Inc. 1,505.09 Dec-29-2012 V.F. Corporation (NYSE:VFC) (NYSE:FNP) 2012 Form 10-K Business Description: Fifth & Pacific Companies, Inc. engages in the design and marketing of a range of apparel and accessories. The company provides luxurious, casual, and fun women's and girl's apparel, jewelry, watches, sleepwear, sunglasses, swimwear, and baby products; and men's and women's denim, woven and knit tops, dresses and sweaters, and graphic tees. It also offers handbags, briefcases, travel bags, and small leather goods; and fashion accessories, footwear, optics, cosmetics and fragrances, tabletop products, legwear and socks, electronics cases, bedding and bath products, and stationery and paper goods. The company sells its products to department store chains and specialty retail store customers under Date Created: Feb-27-2013 Page 2 of 8 Easton-Bell Sports, Inc. 850.81 Sep-29-2012 Coach, Inc. (NYSE:COH) 4,929.30 Dec-29-2012 Chico's FAS Inc. (NYSE:CHS) 2,498.41 Oct-27-2012 Carter's, Inc. (NYSE:CRI) 2,299.11 Sep-29-2012

Competitors the AXCESS, BIRD BY JUICY COUTURE, COUTURE COUTURE, DIRTY ENGLISH, JACK SPADE, JUICY COUTURE, KATE SPADE, LUCKY BRAND, LUCKY YOU LUCKY BRAND, MARVELLA, MONET, SIGRID OLSEN, and TRIFARI brand names. As of December 31, 2011, it operated 285 specialty retail stores and 119 outlet stores in the United States; and 22 specialty retail stores and 3 outlet stores primarily in Europe and Canada. The company also engages in e-commerce and licensing operations relating to its various retail brands. The company was formerly known as Liz Claiborne, Inc. and changed its name to Fifth & Pacific Companies, Inc. in May, 2012. Fifth & Pacific Companies, Inc. was founded in 1976 and is based in New York, New York. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: Fossil, Inc. designs, develops, markets, and distributes consumer fashion accessories worldwide. It offers watches under its proprietary brands, such as FOSSIL, MICHELE, RELIC, and ZODIAC; and under the licensed brand names, including ADIDAS, ARMANI EXCHANGE, BURBERRY, DIESEL, DKNY, EMPORIO ARMANI, MARC BY MARC JACOBS, and MICHAEL KORS. The company designs, markets, and arranges for the manufacture of watches and accessories on behalf of mass market retailers, companies, and organizations as private label products or as premium and incentive items for use in various corporate events. It also provides various fashion accessories for men and women, including handbags, belts, small leather goods, jewelry, and sunglasses through department stores and specialty retail stores, as well as through its own retail stores, e-commerce sites, and catalogs; and soft accessories, such as hats, gloves, and scarves. The company offers jewelry under EMPORIO ARMANI, DIESEL, DKNY, and MICHAEL KORS brands; and other fashion accessories under FOSSIL and RELIC brands. In addition, it provides clothing, such as jeans, outerwear, fashion tops and bottoms, and tee shirts for men and women; shoes, including sport court sneakers, authentic casuals, dress classics, and boots for men, as well as flats, heels, wedges, and boots for women; and optical frames under the FOSSIL and RELIC brands. The company offers its products through its retail stores, e-commerce sites, and catalogs, as well as through distributors, department stores, specialty retail stores, specialty watch and jewelry stores, and mass market stores. As of December 31, 2011, it owned and operated 123 retail stores and 74 outlet stores in the United States; and 156 accessory retail stores, 11 multi-brand stores, 4 clothing stores, and 30 outlet stores internationally. The company was founded in 1984 and is headquartered in Richardson, Texas. J. Crew Group, Inc. 2012 Form 10K Business Description: The Gap, Inc. operates as a specialty retailer. The company offers apparel, accessories, and personal care products for men, women, children, and babies under the Gap, Old Navy, Banana Republic, Piperlime, and Athleta brand names. Its products include assortments, such as denim, khakis, outerwear, tees, and accessories; maternity apparel; womens loungewear, sleepwear, intimates, and sports and active apparel; and handbags, shoes, jewelry, personal care products, and eyewear. The company also has franchise agreements with unaffiliated franchisees to operate stores in Asia, Australia, eastern Europe, Latin America, the Middle East, and Africa under the Gap and Banana Republic brand names. As of December 18, 2012, it had approximately 3,000 company-operated stores and 300 franchised stores in 90 countries worldwide. In addition, the company offers its products through catalogs, as well as through company-owned Websites. The Gap, Inc. was founded in 1969 and is headquartered in San Francisco, California. Hanesbrands Inc. (NYSE:HBI) 2013 Form 10-K Business Description: Gildan Activewear Inc. engages in the manufacture and sale of apparel products primarily in the United States, Canada, and Europe. It sells T-shirts, fleece, and sport shirts to wholesale distributors under the Gildan brand name. The company also provides its activewear products for work and school uniforms and athletic team wear, and other purposes to convey individual, group, and team identity. In addition, it offers apparel, which includes socks, underwear, and activewear products primarily to U.S. retailers; and athletic, casual, and dress socks for U.S. retailers. Further, the company holds contractual licensing relationships for the Under Armour and New Balance brands for socks; and manufactures and distributes activewear products for consumer brands, including T-shirts and sport shirts under the Anvil brand. It markets its sock products under the various brands, including Gold Toe, PowerSox, SilverToe, Auro, All Pro, GT, and Gildan brands. The company was formerly known as Textiles Gildan Inc. and changed its name to Gildan Activewear Inc. in March 1995. Gildan Activewear Inc. was founded in 1984 and is headquartered in Montreal, Canada. J. Crew Group, Inc. 2012 Form 10K Business Description: Guess?, Inc. designs, markets, distributes, and licenses lifestyle collections of contemporary apparel and accessories for men, women, and children that reflect the American lifestyle and European fashion sensibilities. The companys clothing collection includes jeans, pants, skirts, dresses, shorts, blouses, shirts, jackets, knitwear, and intimate apparel. Guess?, Inc. also grants licenses to manufacture and distribute a range of products that complement its apparel lines, including eyewear, watches, handbags, footwear, kids' and infants' apparel, leather apparel, swimwear, fragrance, jewelry, and other fashion accessories. The company markets its products under various trademarks, including GUESS, GUESS?, GUESS U.S.A., GUESS Jeans, GUESS? and Triangle Design, MARCIANO, Question Mark and Triangle Design, a stylized G and a stylized M, GUESS Kids, Baby GUESS, YES, G by GUESS, GUESS by MARCIANO, and Gc. It sells products through retail, wholesale, e-commerce, and licensing distribution channels. As of January 28, 2012, the company directly operated 504 stores in the United States and Canada; 251 stores outside of the United States and Canada; an additional 230 smaller-sized concessions in Asia and Europe; and retail Websites in the United States, Canada, Europe, and South Korea. Its international licensees and distributors operated 804 stores outside the United States and Canada; and 119 smaller-sized licensee operated concessions in Asia. The company was founded in 1981 and is headquartered in Los Angeles, California. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: Hanesbrands Inc., a consumer goods company, engages in designing, manufacturing, sourcing, and selling a range of basic apparel in the United States and internationally. The company operates in four segments: Innerwear, Outerwear, Direct to Consumer, and International. It offers T-shirts, bras, panties, mens and kids underwear, casualwear, activewear, shapewear, socks, and hosiery products primarily under the Hanes, Champion, C9 by Champion, Bali, Playtex, Just My Size, Leggs, barely there, Wonderbra, Gear for Sports, Zorba, Sol y Oro, Rinbros, Duofold, Kendall, Polo Ralph Lauren, Track N Field, Ritmo, Donna Karan, and DKNY brands. The company sells its products through various distribution channels, including retailers, wholesalers, and third party embellishers, as well as directly to consumers. Hanesbrands Inc. also licenses its Champion name for footwear and sports accessories. As of December 29, 2012, it operated 201 direct outlet stores. The company is headquartered in Date Created: Feb-27-2013 Page 3 of 8 Hanesbrands Inc. (NYSE:HBI) 4,525.72 Dec-29-2012 Guess? Inc. (NYSE:GES) 2,619.33 Oct-27-2012 Gildan Activewear Inc. (TSX:GIL) 2,065.23 Dec-30-2012 Gap Inc. (NYSE:GPS) 15,209.00 Oct-27-2012 Fossil, Inc. (NasdaqGS:FOSL) 2,857.50 Dec-29-2012

Competitors Winston-Salem, North Carolina. Iconix Brand Group, Inc. 353.82 Dec-31-2012 V.F. Corporation (NYSE:VFC) (NasdaqGS:ICON) 2012 Form 10-K Business Description: Iconix Brand Group, Inc., through its subsidiaries, engages in licensing, marketing, and providing trend direction for a portfolio of consumer brands primarily in the United States, Canada, Japan, and Europe. It owns various consumer brands, including Candie's, Bongo, Badgley Mischka, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Zoo York, and Sharper Image, as well as Ed Hardy, Ecko, and Peanuts brands. The company licenses its brands through approximately 1,000 direct-to-retail and wholesale licenses for use in a range of product categories comprising apparel, footwear, fashion accessories, sportswear, home products and dcor, beauty and fragrance, consumer electronics, and novelty products. Iconix Brand Group, Inc. was founded in 1978 and is headquartered in New York, New York. J. Crew Group, Inc. 2012 Form 10K Business Description: J.Crew Group, Inc. operates as a multichannel specialty retailer of womens, mens, and childrens apparel, shoes, and accessories primarily in the United States and Canada. It offers an assortment of womens and mens apparel and accessories, including outerwear, loungewear, wedding attire, swimwear, shoes, bags, belts, hair accessories, and jewelry under the J.Crew brand. The company also provides casual T-shirts and broken-in chinos; Italian cashmere and leather items; and hand-beaded skirts and double-faced cashmere jackets under the J.Crew brand. In addition, it offers a product assortment for children aged between 2 and 14 under the crewcuts brand; and products for women, including jeans; tees, cardigans, and blazers; boots; and jewelry under the Madewell brand. The company markets its products through retail and factory stores, catalogs, and the Internet. As of August 29, 2012, it operated 285 retail stores, including 236 J.Crew retail stores, 8 crewcuts stores, and 41 Madewell stores; jcrew.com, the J.Crew catalog business; madewell.com, the Madewell catalog business; and 99 factory stores. The company was founded in 1983 and is headquartered in New York, New York. As of March 7, 2011, J. Crew Group, Inc. was taken private. J. Crew Group, Inc. 2012 Form 10K Business Description: Limited Brands, Inc. operates as a specialty retailer of womens intimate and other apparel, beauty, and personal care products and accessories primarily in the United States and Canada. It offers lingerie, fragrances, cosmetics, shower gels, lotions, antibacterial soaps, and accessories under the Victorias Secret, Victorias Secret Pink, Bath & Body Works, C.O. Bigelow, White Barn Candle Company, La Senza, and Henri Bendel brand names. The company sells its merchandise through company-owned specialty retail stores, Websites, and catalogues, as well as through franchise, license, and wholesale partners. As of March 12, 2012, it operated 2,620 specialty stores in the United States; and approximately 700 company-operated and franchised additional locations world-wide. The company, formerly known as The Limited, Inc., was founded in 1963 and is headquartered in Columbus, Ohio. Lululemon Athletica Inc. 1,256.39 Oct-28-2012 Under Armour, Inc. (NYSE:UA) (NasdaqGS:LULU) Form Business Description: lululemon athletica inc., together with its subsidiaries, designs, manufactures, and distributes athletic apparel for women, men, and female youth. The companys line of apparel and accessories include fitness pants, shorts, tops, and jackets for healthy lifestyle activities, such as yoga, running, and general fitness. Its fitness-related accessories comprise bags, socks, underwear, yoga mats, instructional yoga DVDs, and water bottles. The company sells its products through a chain of corporate-owned and franchise stores; direct to consumer through e-commerce; and a network of wholesale channel, such as yoga studios, health clubs, and fitness centers. As of January 29, 2012, it had 47 stores in Canada, 108 stores in the United States, 18 stores in Australia, and 1 store in New Zealand under the lululemon athletica and ivivva athletica brand names. lululemon athletica inc. was founded in 1998 and is based in Vancouver, Canada. Maidenform Brands, Inc. 589.67 Sep-29-2012 V.F. Corporation (NYSE:VFC) (NYSE:MFB) 2012 Form 10-K Business Description: Maidenform Brands, Inc. designs, sources, and markets a range of intimate apparel products for women in the United States and internationally. The company primarily sells bras, panties, and shapewear under various brands, including Maidenform, Bodymates, Control It!, Custom Lift, Fat Free Dressing, Flexees, Inspirations, Lilyette, Luleh, Maidenform's Charmed, Self Expressions, and Sweet Nothings. Its shapewear products include thigh slimmers, waist nipper briefs, waist nippers, body briefers, control slips, and control camisoles. The company also sells sleepwear, bra accessories, and girl bras under the Maidenform label purchased from its licensees and other third-party vendors. In addition, it produces private label bras and shapewear; and designs, sources, and markets a collection of Donna Karan and DKNY women's intimate apparel products under a license agreement. Further, the company grants licenses to other parties to manufacture and sell specified products under its trademarks. It sells its products through various distribution channels, including department stores, national chain stores, mass merchants, specialty retailers, off-price retailers, and licensees, as well as through company-operated outlet stores and Websites. As of December 31, 2011, the company operated 74 outlet stores in 27 states and Puerto Rico. Maidenform Brands, Inc. is headquartered in Iselin, New Jersey. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: Movado Group, Inc. designs, sources, markets, and distributes fine watches. It offers its watches under the Movado, Ebel, Concord, ESQ by Movado, Coach, HUGO BOSS, Juicy Couture, Tommy Hilfiger, Lacoste, and Ferrari brands. The company is also involved in the after-sales service activities and shipping. Its customers include jewelry store chains, department stores, independent regional jewelers, licensed partner retail stores, and a network of independent distributors. In addition, Movado Group, Inc. operates retail outlet stores. As of February 14, 2012, the company operated 33 outlet stores. It has operations principally in the United States, Europe, Asia, Canada, the Middle East, South America, and the Caribbean. The company was formerly known as North American Watch Corporation and changed its name to Movado Group, Inc. in 1996. Movado Group, Inc. was founded in 1961 and is headquartered in Paramus, New Jersey. New York & Company Inc. 946.51 Oct-27-2012 J. Crew Group, Inc. 2012 Form 10(NYSE:NWY) K Business Description: New York & Company, Inc., together with its subsidiaries, operates as a specialty retailer of women's fashion apparel and accessories in the United States. It provides wear-to-work, and casual apparel and accessories, including pants, dresses, jackets, knit tops, blouses, sweaters, denim, T-shirts, activewear, handbags, and jewelry. The company markets its products through a network of retail stores, as well as through Date Created: Feb-27-2013 Page 4 of 8 Movado Group, Inc. (NYSE:MOV) 504.29 Oct-31-2012 Limited Brands, Inc. (NYSE:LTD) 10,118.00 Oct-27-2012 J. Crew Group, Inc. 2,115.76 Oct-27-2012

Competitors nyandcompany.com, an eCommerce store under the New York & Company, Lerner, Lerner New York, New York Style, City Stretch, City Style, and NY&C brand names. As of November 28, 2012, it operated 536 retail stores in 43 states. The company, formerly known as NY & Co. Group, Inc., was founded in 1918 and is headquartered in New York, New York. Under Armour, Inc. (NYSE:UA) Form Business Description: NIKE, Inc., together with its subsidiaries, engages in the design, development, marketing, and sale of footwear, apparel, equipment, and accessories for men, women, and children worldwide. The company offers products in seven categories, including running, basketball, football, mens training, womens training, NIKE sportswear, and action sports. It also markets products designed for kids, as well as for other athletic and recreational uses, such as baseball, cricket, golf, lacrosse, outdoor activities, football, tennis, volleyball, walking, and wrestling. In addition, the company sells sports apparel and accessories, and athletic bags and accessory items, as well as markets apparel with licensed college and professional team and league logos. Further, it sells a range of performance equipment, including bags, socks, sport balls, eyewear, timepieces, digital devices, bats, gloves, protective equipment, golf clubs, and other equipment for sports activities under the NIKE Brand name; and various plastic products to other manufacturers. Additionally, the company has license agreements that enable unaffiliated parties to manufacture and sell apparel, digital devices, and applications and other equipment designed for sports activities. It also designs, distributes, and licenses athletic and casual footwear, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron, and Jack Purcell trademarks; and designs and distributes various action sports and youth lifestyle apparel and accessories under the Hurley trademark. The company sells its products to through its retail stores and Internet sales, as well as independent distributors, licensees, and sales representatives NIKE, Inc. was founded in 1964 and is headquartered in Beaverton, Oregon. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: Oxford Industries Inc. designs, sources, and markets apparel products under the company-owned lifestyle brands, and licensed and private label brands. It offers sportswear, dresses, and related products for girls, women, and men. The company-owned brands include Tommy Bahama, Lilly Pulitzer, and Ben Sherman, as well as Billy London and Arnold Brant brands. It distributes the company-owned lifestyle branded products through company-owned retail stores and e-commerce sites, as well as through department stores, specialty stores, national chains, specialty catalogs, mass merchants, and Internet retailers. As of January 28, 2012, it operated 96 Tommy Bahama, 16 Lilly Pulitzer, and 16 Ben Sherman retail locations. The company also licenses its owned lifestyle brands for various products categories, including watches, eyewear, belts and socks, headwear, luggage, ceiling fans, rugs, Wallcoverings, fabrics, leather goods and gifts, shampoo, soap and bath amenities, indoor and outdoor furniture, linens, table top accessories, sleepwear, bedding and home fashions, stationery and gift products, footwear, jewelry, apparel, and accessories. In addition, it designs, sources, and markets men's tailored clothing, including suits, sport coats, suit separates, and dress slacks, as well as other product categories under the licensed brands, including Kenneth Cole, Dockers, Geoffrey Beene, and Ike Behar. Further, the company produces tailored clothing for private label brands, such as Lands' End, Stafford, Alfani, Structure, and Kenneth Roberts. Additionally, it operates 13 Tommy Bahama restaurants adjacent to its Tommy Bahama retail stores. The company sells its products primarily in the United States, as well as in the United Kingdom and other parts of Europe. Oxford Industries, Inc. was founded in 1942 and is based in Atlanta, Georgia. Perry Ellis International Inc. 940.66 Oct-27-2012 V.F. Corporation (NYSE:VFC) (NasdaqGS:PERY) 2012 Form 10-K Business Description: Perry Ellis International, Inc. engages in designing, sourcing, marketing, and licensing apparel products in the United States and internationally. It offers mens wear, including career and casual sportswear, bottoms, dress shirts and pants, jeans wear, golf apparel, sweaters, sports apparel, swimwear and accessories, active wear, outerwear, and leather accessories; and womens wear comprising dresses, sportswear, swimwear, and swim accessories. The company offers its products under various brands, including Perry Ellis, Axis, Tricots St. Raphael, Jantzen, John Henry, Cubavera, the Havanera Co., Centro, Solero, Chispa, Natural Issue, Munsingwear, Grand Slam, Original Penguin by Munsingwear, Mondo di Marco, Redsand, Pro Player, Manhattan, Axist, Savane, Farah, Gotcha, Girl Star, MCD, Laundry by Shelli Segal, C&C California, Rafaella, and Ben Hogan. It also licenses the Nike brand for swimwear and swimwear accessories; the JAG brand for mens and womens swimwear and cover-ups; the Callaway Golf and Top-Flite brands for golf apparel; the PGA TOUR brand, including Champions Tour for golf apparel; and Pierre Cardin for mens sportswear. The company distributes its products to wholesale customers, including department stores, national and regional chain stores, mass merchants, specialty stores, sporting goods stores, the corporate wear market, and e-commerce, as well as clubs and independent retailers. As of March 5, 2012, it operated 40 Perry Ellis and 5 Original Penguin retail outlet stores primarily in upscale retail outlet malls across the United States, the United Kingdom, and Puerto Rico; 2 Perry Ellis, 1 Cubavera, and 17 Original Penguin full price retail stores in upscale demographic markets in the United States and the United Kingdom. The company was formerly known as Supreme International Corporation and changed its name to Perry Ellis International, Inc. in June 1999. Perry Ellis International, Inc. was founded in 1967 and is headquartered in Miami, Florida. Under Armour, Inc. (NYSE:UA) Form Business Description: PUMA SE, together with its subsidiaries, engages in the development and sale of sports and sports lifestyle footwear, apparel, and accessories for men, women, and kids worldwide. It offers collections in various categories for athletes, including team sports, running, training and fitness, golf, outdoor, swimming, sailing, motor sports, sport heritage, and modern lifestyle. The company offers its products primarily under the PUMA, Cobra Golf, and Tretorn brand names. It also issues licenses authorizing independent partners to design, develop, and sell watches, fragrances, and eyewear. PUMA sells its products through its stores and factory outlets, as well as online. The company was formerly known as PUMA AG and changed its name to PUMA SE in July 2011. PUMA SE was founded in 1924 and is headquartered in Herzogenaurach, Germany. PUMA SE is a subsidiary of SAPARDIS S.E. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: PVH Corp. operates as an apparel company in the United States, Canada, Europe, and internationally. The company designs, sources, and markets sportswear, footwear, athletic apparel, underwear, robes, sleepwear, eyewear, sunwear, watches, handbags, mens tailored clothing, mens dress furnishings, socks, small leather goods, fragrances, home and bedding products, bathroom accessories, and luggage; and jeanswear, bags, accessories, jewelry, watches, home furnishings, hosiery, womens performance apparel, dress shirts, and neckwear. Its brand portfolio includes owned brands comprising designer lifestyle brands, such as Calvin Klein and Tommy Hilfiger brands, as well as Van Heusen, IZOD, Date Created: Feb-27-2013 Page 5 of 8 PVH Corp. (NYSE:PVH) 5,939.64 Oct-28-2012 PUMA SE (DB:PUM) 4,727.47 Dec-31-2012 Oxford Industries Inc. (NYSE:OXM) 818.98 Oct-27-2012 Nike Inc. (NYSE:NKE) 25,118.00 Nov-30-2012

Competitors Bass, ARROW, and Eagle; and licensed brands consisting of Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, Sean John, JOE Joseph Abboud, MICHAEL Michael Kors, Michael Kors Collection, CHAPS, Donald J. Trump Signature Collection, DKNY, Elie Tahari, Nautica, Ted Baker, J. Garcia, Claiborne, Robert Graham, U.S. POLO ASSN., Axcess, and Jones New York, as well as various other licensed and private label brands. The company is also involved in licensing its owned brands over a range of products. PVH Corp. markets its products through wholesale to national and regional department, mid-tier department, mass market, and specialty and independent stores; and retail stores, as well as through ecommerce Website. It leases and operates approximately 1,000 retail locations. The company was formerly known as Phillips-Van Heusen Corporation and changed its name to PVH Corp. in June 2011. PVH Corp. was founded in 1881 and is based in New York, New York. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: Quiksilver, Inc. designs, develops, markets, and distributes branded apparel, footwear, accessories, and related products primarily for men, women, and children. It also offers snowboarding equipment. The company provides its products for various activities, including casual and outdoor lifestyle associated with surfing, skateboarding, snowboarding, BMX and motocross, beach and board riding sports, rally car, and other activities. Quiksilver, Inc. offers its products primarily under the Quiksilver, DC, Roxy, Hawk, Lib Technologies, Gnu brands through a range of distribution points, including wholesale accounts, such as surf shops, skate shops, snow shops, specialty stores, and select department stores; 829 owned or licensed company retail stores; and e-commerce Websites worldwide. The company was founded in 1976 and is headquartered in Huntington Beach, California. Ralph Lauren Corporation 6,924.40 Dec-29-2012 J. Crew Group, Inc. 2012 Form 10(NYSE:RL) K Business Description: Ralph Lauren Corporation engages in the design, marketing, and distribution of lifestyle products. It offers apparel products, including a range of mens, womens, and childrens clothing; accessories comprising footwear, eyewear, watches, fine jewelry, hats, belts, and leather goods, such as handbags and luggage; home products consisting of bedding and bath products, furniture, fabric and wallpaper, paint, tabletop and giftware; and fragrance products. The company sells its products primarily under Polo Ralph Lauren, Purple Label, Ralph Lauren Womens Collection, Black Label, Blue Label, Lauren by Ralph Lauren, RRL, RLX Ralph Lauren, Denim & Supply Ralph Lauren, Rugby, Ralph Lauren, Ralph Lauren Childrenswear, American Living, Chaps, and Club Monaco brand names. Ralph Lauren Corporation sells its products through department stores, specialty stores, golf and pro shops, as well as company owned and licensed retail stores, and concessions-based shop-within-shops, and ecommerce Websites. The company also sells its apparel, home, and other products through licensing alliances. As of March 31, 2012, the company operated 379 retail stores, 474 concessions-based shop-within-shops, and 6 e-commerce Websites. It has operations in the Americas, Europe, and Asia. The company was formerly known as Polo Ralph Lauren Corporation and changed its name to Ralph Lauren Corporation in August 2011. Ralph Lauren Corporation was founded in 1967 and is based in New York, New York. Under Armour, Inc. (NYSE:UA) Form Business Description: Reebok International, Ltd. engages in the design, marketing, and distribution of sports, fitness and casual footwear, apparel, and equipment. Its product line includes footwear and apparel products for football, baseball, soccer, track and field, and other sports, as well as womens category products. The company offers its products to a range of customers from professional athletes to recreational runners and kids on the playground. It serves customers through its retail stores and other sports retailers in the United States and internationally. Reebok International, Ltd. was formerly known as Reebok USA Limited, Inc. and changed its name to Reebok International, Ltd. in June 1985. The company was founded in 1979 and is headquartered in Canton, Massachusetts with regional offices in Amsterdam, the Netherlands; Montreal, Canada; Hong Kong; and Mexico City, Mexico. As of January 31, 2006, Reebok International, Ltd. operates as a subsidiary of Adidas AG. Easton-Bell Sports, Inc. 2012 Form 10-K Business Description: Russell Brands, LLC operates as an athletic and sporting goods company that engages in the manufacture and marketing of athletic uniforms, apparel, athletic footwear, sporting goods, athletic equipment, and accessories for a various sports, outdoor, and fitness activities in North America and internationally. It operates through two segments, Sporting Goods and Activewear. The Sporting Goods segment provides sports apparel, sports equipment, and athletic footwear under the names of Russell Athletic, Spalding, Brooks, American Athletic, Huffy Sports, Mossy Oak, Moving Comfort, Bike, Dudley, and Sherrin. It markets and distributes its products primarily through sporting goods dealers, specialty running stores, department and sports specialty stores, and college stores. The Activewear segment offers basic, performance, and careerwear apparel products, such as t-shirts, sweatshirts and sweatpants, knit shirts, socks, and career wear under the JERZEES and Cross Creek brands through mass merchandisers, distributors, screen printers, and embroiderers. Russell Brands, LLC was formerly known as Russell Corporation and changed the name to Russell Brands, LLC in 2009. The company was founded in 1902 and is headquartered in Bowling Green, Kentucky. As of August 2, 2006, Russell Brands, LLC operates as a subsidiary of Fruit of The Loom, Inc. J. Crew Group, Inc. 2012 Form 10K Business Description: The Gymboree Corporation operates as a childrens apparel retailer primarily in North America. It offers apparel and accessories for boys and girls. As of July 28, 2012, the company operated 1,228 retail stores, including 634 Gymboree stores comprising 586 in the United States, 41 in Canada, 1 in Puerto Rico, and 6 in Australia; and 156 Gymboree Outlet stores, 130 Janie and Jack shops, and 308 Crazy 8 stores in the United States. It also operated online stores at gymboree.com, janieandjack.com, and crazy8.com; and offered directed parent-child developmental play programs at 714 franchised and company-operated Gymboree Play & Music centers in the United States and 39 other countries. The company was founded in 1979 and is headquartered in San Francisco, California. The Gymboree Corporation is a subsidiary of Giraffe Holding, Inc. J. Crew Group, Inc. 2012 Form 10K Business Description: The Talbots, Inc., together with its subsidiaries, operates as a specialty retailer and direct marketer of womens apparel, accessories, and shoes in the United States and Canada. The company offers its merchandise under misses, petites, woman, and woman petite sizes, as well as provides accessories, such as jewelry, scarves, handbags, and footwear. It operates retail stores, upscale outlets, and surplus outlets under the Talbots name. As of January 28, 2012, the company operated 517 stores, including 503 stores in the United States and 14 stores in Date Created: Feb-27-2013 Page 6 of 8 The Talbots Inc. 1,115.86 Apr-28-2012 The Gymboree Corporation 1,233.87 Oct-27-2012 Russell Brands, LLC 1,431.55 Apr-02-2006 Reebok International, Ltd. 3,817.61 Sep-30-2005 Quiksilver Inc. (NYSE:ZQK) 2,013.24 Oct-31-2012

Competitors Canada. The Talbots, Inc. also markets its products through its Website, talbots.com, as well as through catalogs. The company was founded in 1947 and is headquartered in Hingham, Massachusetts. True Religion Apparel Inc. 467.29 Dec-31-2012 V.F. Corporation (NYSE:VFC) (NasdaqGS:TRLG) 2012 Form 10-K Business Description: True Religion Apparel, Inc. designs, develops, manufactures, markets, distributes, and sells apparel in North America, Europe, Asia, Australia, Africa, and South America. It offers fashion jeans and related sportswear apparel. The company provides various products for men, women, and children, including denim jeans; corduroy pants and jackets; cotton, twill, linen, and velvet pants and jackets; fleece sweat suits and hooded sweatshirts; sweaters; skirts; knit shirts; T-shirts; shorts; and sportswear. It sells apparel under the True Religion Brand Jeans brand name. The company sells its products through retail stores, wholesale sales teams, distributors, sales agents, boutiques, department stores, and specialty retailers, as well as through its Web site, truereligionbrandjeans.com. It also licenses its trademarks to third parties for manufacturing, marketing, and distributing various products. As of March 31, 2012, the company operated 109 branded retail stores in the United States; 4 retail stores in Canada; 4 retail stores in Japan; 5 retail stores in the United Kingdom; 4 retail stores in Germany; and 1 retail store in the Netherlands. True Religion Apparel, Inc. was founded in 2002 and is headquartered in Vernon, California. Urban Outfitters Inc. 2,668.74 Oct-31-2012 J. Crew Group, Inc. 2012 Form 10(NasdaqGS:URBN) K Business Description: Urban Outfitters Inc. operates lifestyle specialty retail stores under the Urban Outfitters, Anthropologie, Free People, Terrain, and BHLDN brand names in the United States, Canada, and Europe. Its Urban Outfitters stores sell womens and mens fashion apparel, footwear, accessories, and gifts, as well as apartment wares, such as rugs, pillows, shower curtains, books, candles, and novelties to young adults aged 18 to 28; and Anthropologie stores provide womens casual apparel and accessories, shoes, gifts, and decorative items, as well as home furnishings, including furniture, rugs, lighting, antiques, table top items, and bedding to women aged 28 to 45. The companys Free People stores primarily offer Free People branded merchandise mix of casual womens apparel, intimates, shoes, accessories, and gifts to young contemporary women aged 25 to 30; Terrain store provides lifestyle home and garden products, antiques, live plants, flowers, wellness products, and accessories, as well as landscape and design service solutions; and BHLDN store offers a range of wedding collections consisting of wedding gowns, bridesmaid frocks, party dresses, assorted jewelry, headpieces, footwear, lingerie, and decorations. As of January 31, 2012, it operated 197 Urban Outfitters stores, 168 Anthropologie stores, 62 Free People stores, 1 Terrain garden center, and 1 BHLDN store. The company also operates a wholesale business under the Free People brand name that distributes apparel to other retailers and department stores in the United States. In addition, it markets its brands directly to consumers through its e-commerce Websites, including urbanoutfitters.com, anthropologie.com, freepeople.com, urbanoutfitters.co.uk, urbanoutfitters.de, urbanoutfitters.fr, anthropologie.eu, shopterrain.com, and bhldn.com, as well as through its Urban Outfitters, Anthropologie, and Free People catalogs. The company was founded in 1970 and is based in Philadelphia, Pennsylvania. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: V.F. Corporation designs and manufactures, or sources from independent contractors various apparel and footwear products primarily in the United States and Europe. The company offers apparel, footwear, outdoor gear, skateboard-inspired and surf-inspired footwear, backpacks, luggage, handbags and accessories, outdoor apparel, travel accessories, and womens active wear primarily under the Vans, The North Face, Timberland, SmartWool, JanSport, Eastpak, Kipling, Napapijri, Reef, Eagle Creek, and lucy brands; and denim and casual bottoms, and tops principally under the Wrangler, Lee, Riders, Rustler, and Timber Creek by Wrangler brands. It also provides occupational, protective occupational, athletic, licensed athletic, and licensed apparel primarily under the Red Kap, Bulwark, Majestic, MLB, NFL, and Harley-Davidson brands; mens fashion sportswear, denim bottoms, sleepwear, and underwear, as well as handbags, luggage, backpacks, and accessories principally under the Nautica and Kipling brands; and premium denim and casual bottoms, sportswear, accessories, luxury mens apparel and footwear, premium womens sportswear, and accessories primarily under the 7 For All Mankind, John Varvatos, Splendid, and Ella Moss brands. The company sells its products to specialty stores, department stores, national chains, and mass merchants primarily through its sales force, independent sales agents, and distributors. V.F. Corporation was founded in 1899 and is headquartered in Greensboro, North Carolina. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: VOLCOM, Inc. designs, markets, and distributes clothing, footwear, accessories, and related products for young men and women primarily under the Volcom brand name. Its products include T-shirts, fleece, bottoms, tops, jackets, boardshorts, denim, outerwear, sandals, girls swimwear, and a collection of kids and boys clothing. The company also offers various accessories, such as hats, wallets, socks, belts, and bags; footwear for men, boys, and girls; and a line of sunglasses and goggles under the Electric brand name, as well as produces and sells music and films. It serves specialty boardsports retailers and other retail chains through its sales personnel, independent sales representatives, and distributors primarily in the United States, Canada, Europe, and the Asia Pacific. The company also sells its products over the Internet through authorized online retailers. It operates 13 Volcom branded retail stores and licensed an additional 11 full-price stores. The company was formerly known as Stone Boardwear, Inc. and changed its name to Volcom, Inc. in April 2005. VOLCOM, Inc. was founded in 1991 and is headquartered in Costa Mesa, California. As of June 22, 2011, VOLCOM, Inc. operates as a subsidiary of PPR SA. V.F. Corporation (NYSE:VFC) 2012 Form 10-K Business Description: The Warnaco Group, Inc., together with its subsidiaries, designs, sources, markets, licenses, and distributes a line of intimate apparel, sportswear, and swimwear products. It offers sportswear for men, women, and juniors, including jeanswear, knit and woven shirts, tops, and outerwear; intimate apparel comprising bras, panties, sleepwear, loungewear, shapewear, and daywear for women, as well as underwear and sleepwear for men; and swimwear for men, women, juniors, and children, including swim accessories, and fitness and active apparel. The company offers its products primarily under the Calvin Klein, Speedo, Chaps, Warners, and Olga brand names. The Warnaco Group, Inc. distributes its products primarily to wholesale customers through various distribution channels, including department stores, independent retailers, chain stores, membership clubs, mass merchandisers, and the Internet, as well as specialty, off-price, and other stores; and through dedicated retail stores. As of December 31, 2011, the company operated 1,759 Calvin Klein retail stores worldwide, including 263 full price free-standing stores, 118 outlet freestanding stores, and 1,376 shop-in-shop/concession stores, as well as operated 2 online stores and 1 online swimwear store in the United States. It also had 615 Calvin Klein retail stores operated by third parties under retail licenses or franchise, and distributor agreements. The companys online Date Created: Feb-27-2013 Page 7 of 8 Warnaco Group Inc. 2,405.71 Sep-29-2012 VOLCOM, Inc. 332.90 Mar-31-2011 V.F. Corporation (NYSE:VFC) 10,879.86 Dec-31-2012

Competitors stores include SpeedoUSA.com, Calvinkleinjeans.com, and CKU.com. The Warnaco Group, Inc. was founded in 1874 and is based in New York, New York. As of February 13, 2013, Warnaco Group Inc. operates as a subsidiary of PVH Corp. *denotes proprietary relationship
Page 8 of 8
Under Armour, Inc. (NYSE:UA) > Financials > Key Stats

In Millions of USD, except per share items. Currency: Order: Decimals: USDollar LatestonRight CapitalIQ(Default) Conversion: Units: Historical S&PCapitalIQ(Default)
Key Financials For the Fiscal Period Ending Currency Total Revenue Growth Over Prior Year Gross Profit Margin % EBITDA Margin % EBIT Margin % Earnings from Cont. Ops. Margin % Net Income Margin % Diluted EPS Excl. Extra Items Growth Over Prior Year Currency ExchangeRate ConversionMethod
12 months Dec-31-2008A USD 725.2 19.6% 353.0 48.7% 98.3 13.6% 76.9 10.6% 38.2 5.3% 38.2 5.3% 0.38 (27.6%) USD 1.0 H
12 months Dec-31-2009A USD 856.4 18.1% 410.1 47.9% 113.5 13.3% 85.3 10.0% 46.8 5.5% 46.8 5.5% 0.46 21.1% USD 1.0 H
12 months Dec-31-2010A USD 1,063.9 24.2% 530.5 49.9% 143.7 13.5% 112.4 10.6% 68.5 6.4% 68.5 6.4% 0.67 45.7% USD 1.0 H
Press Release 12 months USD Dec-31-2012A 1,834.9 24.6% 879.3 47.9% 251.8 13.7% 208.7 11.4% 128.8 7.0% 128.8 7.0% 1.21 30.8% USD 1.0 H
12 months Dec-31-2013E USD 2,229.7 21.52% 312.2 14.0% 1.45 20.00%
USD 1.0 S
Allresultsaretakenfromthemostrecentlyfiledstatementforeachperiod.Whentherehasbeenmorethanone,earlierfilingscanbeviewedontheindividualstatementpages. Allforwardperiodfiguresareconsensusmeanestimatesprovidedbythebrokersandmaynotbeonacomparablebasisasfinancials. GrowthratesforforwardperiodsarecalculatedagainstpriorperiodestimatesoractualproformaresultsasdisclosedontheEstimatesConsensuspage. GrowthRatesarecalculatedinoriginallyreportedcurrencyonlyandwillnotreflectanycurrencyconversionselectedabove.
Current Capitalization (Millions of USD) Currency SharePriceasofFeb-26-2013 SharesOut. Market Capitalization** -Cash&ShortTermInvestments +TotalDebt +Pref.Equity +TotalMinorityInterest = Total Enterprise Value (TEV) BookValueofCommonEquity +Pref.Equity +TotalMinorityInterest +TotalDebt = Total Capital **Forcompaniesthathavemultipleshareclassesthatpublicly trade,weareincorporatingthedifferentpricestocalculateour companylevelmarketcapitalization.Pleaseclickonthevalueto seethedetailedcalculation.Pricesshownonthispagearethe closepriceofthecompanysprimarystockclass.Sharesshown onthispagearetotalcompanyas-reportedsharevalues. USD $47.53 104.8 4,979.7 341.8 61.9 4,699.8 816.9 61.9 878.8
Note:StripedarearepresentstheimpactofnegativeNetLiabilityonMarketCap. TotalLiabilityincludesTotalDebt,MinorityInterestandPref.Equity. NetLiabilityincludesTotalLiability,netofCashandShortTermInvestments. TEVincludesMarketCapandNetLiability. TotalCapitalincludesCommonEquityandTotalLiability. Valuation Multiples based on Current Capitalization For the Fiscal Period Ending
12 months Dec-31-2011A
Press Release 12 months Dec-31-2012A
12 months Dec-31-2013E
TEV/Total Revenue TEV/EBITDA TEV/EBIT P/Diluted EPS Before Extra P/BV Price/Tang BV
3.2x 23.6x 28.9x 51.4x 7.7x 7.8x
2.6x 18.7x 22.5x 39.3x 6.1x 6.1x
2.1x 15.1x 32.7x -
1.8x 12.1x 26.1x -
1.5x 9.8x 20.5x -
Financialdataprovidedby
Estimatedataprovidedby
12 months Dec-31-2014E USD 2,667.6 19.64% 386.9 14.5% 1.82 25.38% USD 1.0 S
12 months Dec-31-2015E USD 3,206.6 20.20% 477.7 14.9% 2.31 27.12%
USD 1.0 S
Under Armour, Inc. (NYSE:UA) > Financials > Income Statement

In Millions of USD, except per share items. Template: Period Type: Currency: Units: Standard Annual USDollar Restatement: Order: Conversion: Decimals: LatestFilings LatestonRight Historical CapitalIQ(Default)
S&PCapitalIQ(Default)
Income Statement For the Fiscal Period Ending Currency Revenue OtherRevenue Total Revenue CostOfGoodsSold Gross Profit SellingGeneral&AdminExp. R&DExp. Depreciation&Amort. OtherOperatingExpense/(Income) Other Operating Exp., Total Operating Income InterestExpense InterestandInvest.Income Net Interest Exp. CurrencyExchangeGains(Loss) OtherNon-OperatingInc.(Exp.) EBT Excl. Unusual Items ImpairmentofGoodwill OtherUnusualItems EBT Incl. Unusual Items IncomeTaxExpense Earnings from Cont. Ops.
Restated 12 months USD Dec-31-2007 606.6 606.6 301.5 305.0 169.2 49.6 218.8 86.3 (0.8) 1.5 0.7 2.0 89.0 89.0 36.5 52.6
Restated 12 months USD Dec-31-2008 725.2 725.2 372.2 353.0 217.7 58.4 276.1 76.9 (1.5) 0.6 (0.9) (6.2) 0.0 69.9 69.9 31.7 38.2
Reclassified 12 months USD Dec-31-2009 856.4 856.4 446.3 410.1 253.1 71.8 0 324.9 85.3 (2.4) 0.1 (2.3) (0.5) 82.4 82.4 35.6 46.8
12 months Dec-31-2010 USD 1,063.9 1,063.9 533.4 530.5 321.4 96.8 0 418.2 112.4 (2.3) 0.0 (2.3) (1.2) 108.9 108.9 40.4 68.5
12 months Dec-31-2011 USD 1,472.7 1,472.7 759.8 712.8 421.0 129.1 0 550.1 162.8 (3.9) 0.0 (3.8) (2.1) 156.9 156.9 59.9 96.9
Press Release 12 months USD Dec-31-2012 1,834.9 1,834.9 955.6 879.3 670.6 670.6 208.7 (5.2) (5.2) (0.1) 203.4 203.4 74.7 128.8
EarningsofDiscontinuedOps. Extraord.Item&Account.Change Net Income to Company MinorityInt.inEarnings Net Income Pref.DividendsandOtherAdj. NI to Common Incl Extra Items NI to Common Excl. Extra Items Per Share Items BasicEPS BasicEPSExcl.ExtraItems WeightedAvg.BasicSharesOut. DilutedEPS DilutedEPSExcl.ExtraItems WeightedAvg.DilutedSharesOut. NormalizedBasicEPS NormalizedDilutedEPS DividendsperShare Supplemental Items EBITDA EBITA EBIT EBITDAR EffectiveTaxRate% CurrentDomesticTaxes CurrentForeignTaxes TotalCurrentTaxes DeferredDomesticTaxes DeferredForeignTaxes TotalDeferredTaxes NormalizedNetIncome NIperSFAS123(afterOptions) InterestonLongTermDebt
52.6 52.6 0.4 52.2 52.2
38.2 38.2 0.4 37.8 37.8
46.8 46.8 0.5 46.3 46.3
68.5 68.5 0.5 67.9 67.9
96.9 96.9 0.6 96.3 96.3
128.8 128.8 128.8 128.8
$0.54 0.54 96.0 $0.53 0.53 99.6 $0.58 0.56 NA
$0.39 0.39 97.1 $0.38 0.38 99.7 $0.45 0.44 NA
$0.47 0.47 98.7 $0.46 0.46 100.3 $0.52 0.51 NA
$0.67 0.67 100.8 $0.67 0.67 101.7 $0.68 0.67 NA
$0.94 0.94 102.5 $0.93 0.93 104.4 $0.96 0.94 NA
$1.23 1.23 104.3 $1.21 1.21 106.4 $1.22 1.2 NA
100.9 87.8 86.3 109.4 41.0% 40.8 0.6 41.4 (4.0) (0.9) (4.9) 55.7 52.0 NA
98.3 78.5 76.9 111.2 45.3% 33.2 1.2 34.5 1.9 (4.7) (2.8) 43.7 37.6 NA
113.5 87.2 85.3 127.6 43.2% 39.5 1.3 40.8 (2.2) (3.0) (5.2) 51.5 NA 2.4
143.7 114.4 112.4 165.0 37.1% 47.2 3.6 50.8 (10.1) (0.2) (10.3) 68.1 NA 2.3
199.1 165.7 162.8 225.8 38.2% 49.0 7.3 56.3 6.2 (2.5) 3.6 98.0 NA 3.9
251.8 208.7 208.7 NA 36.7% NA NA NA NA 127.1 NA NA
FilingDate RestatementType CalculationType Supplemental Operating Expense Items MarketingExp. SellingandMarketingExp. GeneralandAdministrativeExp. R&DExp. NetRentalExp. ImputedOper.LeaseInterestExp. ImputedOper.LeaseDepreciation Stock-BasedComp.,SG&AExp. Stock-BasedComp.,Unallocated Stock-Based Comp., Total Currency ExchangeRate ConversionMethod
Feb-25-2010 RS REP
Feb-24-2011 RS REP
Feb-27-2012 RC REP
Feb-27-2012 NC REP
Feb-27-2012 O REP
Jan-31-2013 P REP
71.2 114.2 50.8 49.6 8.5 5.0 3.5 4.2 4.2 USD 1.0 H
96.1 152.2 57.0 58.4 12.9 5.1 7.8 8.5 8.5 USD 1.0 H
108.9 178.5 74.6 71.8 14.1 8.4 5.7 12.9 12.9 USD 1.0 H
128.2 222.8 98.6 96.8 21.3 21.7 (0.4) 16.2 16.2 USD 1.0 H
167.9 306.7 114.3 129.1 26.7 17.7 9.0 18.1 18.1 USD 1.0 H
NA NA NA NA NA 19.8 19.8
USD 1.0 H
Note:Formultipleclasscompanies,pershareitemsareprimaryclassequivalent,andforforeigncompanieslistedasprimaryADRs,pershareitemsareADR-equivalent.
Under Armour, Inc. (NYSE:UA) > Financials > Balance Sheet

Balance Sheet Balance Sheet as of: Currency ASSETS CashAndEquivalents Total Cash & ST Investments AccountsReceivable Total Receivables Inventory PrepaidExp. DeferredTaxAssets,Curr. RestrictedCash OtherCurrentAssets Total Current Assets GrossProperty,Plant&Equipment AccumulatedDepreciation Net Property, Plant & Equipment Long-termInvestments OtherIntangibles DeferredTaxAssets,LT OtherLong-TermAssets Total Assets LIABILITIES AccountsPayable AccruedExp. Short-termBorrowings Curr.Port.ofLTDebt Curr.Port.ofCap.Leases Def.TaxLiability,Curr.
Dec-31-2007 USD 40.6 40.6 93.5 93.5 166.1 11.6 10.4 322.2 83.7 (31.4) 52.3 6.5 8.2 1.4 390.6
Dec-31-2008 USD 102.0 102.0 81.3 81.3 182.2 16.8 12.8 1.2 396.4 120.1 (46.6) 73.5 5.5 8.7 3.4 487.6
Dec-31-2009 USD 187.3 187.3 79.4 79.4 148.5 19.7 12.9 0.3 448.0 142.6 (69.7) 72.9 5.7 13.9 5.1 545.6
Dec-31-2010 USD 203.9 203.9 102.0 102.0 215.4 19.3 15.3 555.9 162.9 (86.8) 76.1 3.9 21.3 18.2 675.4
Dec-31-2011 USD 175.4 175.4 134.0 134.0 324.4 37.6 16.2 2.0 689.7 273.8 (114.7) 159.1 14.4 5.5 15.9 34.6 919.2
Press Release Dec-31-2012 USD 341.8 341.8 175.5 175.5 319.3 43.9 23.1 903.6 180.9 4.5 22.6 45.5 1,157.1
55.0 36.1 4.1 0.5 -
72.4 25.9 25.0 7.1 0.4 0.3
68.7 40.9 9.2 0.1 -
84.7 54.5 6.9 -
100.5 68.6 6.9 -
143.7 85.1 9.1 -
OtherCurrentLiabilities Total Current Liabilities Long-TermDebt CapitalLeases Def.TaxLiability,Non-Curr. OtherNon-CurrentLiabilities Total Liabilities CommonStock AdditionalPaidInCapital RetainedEarnings TreasuryStock ComprehensiveInc.andOther Total Common Equity Total Equity Total Liabilities And Equity Supplemental Items TotalSharesOut.onFilingDate TotalSharesOut.onBalanceSheetDate BookValue/Share TangibleBookValue TangibleBookValue/Share TotalDebt NetDebt DebtEquivalentOper.Leases InventoryMethod RawMaterialsInventory WorkinProgressInventory FinishedGoodsInventory Land Buildings Machinery ConstructioninProgress LeaseholdImprovements FullTimeEmployees Part-TimeEmployees AssetsunderCap.Lease,Gross AssetsunderCap.Lease,Accum.Depr. Accum.AllowanceforDoubtfulAccts
95.7 9.3 0.5 4.7 110.1 0.0 162.4 117.8 0.3 280.5 280.5 390.6
2.1 133.1 13.1 0.1 0.0 10.2 156.5 0.0 174.7 156.0 0.3 331.1 331.1 487.6
1.3 120.2 10.9 14.5 145.6 0.0 197.3 202.2 0.5 400.0 400.0 545.6
3.1 149.1 9.1 20.2 178.4 0.0 224.9 270.0 2.0 497.0 497.0 675.4
7.6 183.6 70.8 28.3 282.8 0.0 268.2 366.2 2.0 636.4 636.4 919.2
14.3 252.2 52.8 35.2 340.2 816.9 816.9 816.9 1,157.1
97.5 97.4 $2.88 274.0 $2.81 14.3 (26.3) 68.0 FIFO 1.2 0.2 169.6 NA NA 49.2 10.4 11.2 1,400 NA 2.2 (1.1) 1.1
98.7 98.6 $3.36 325.6 $3.3 45.6 (56.5) 103.2 FIFO 0.7 0.0 187.1 NA NA 65.7 11.9 18.2 2,200 NA 2.0 (1.3) 4.2
100.6 100.5 $3.98 394.3 $3.92 20.2 (167.1) 112.8 FIFO 0.8 0.1 147.6 NA NA 78.0 12.5 24.3 3,000 NA NA NA 5.2
102.3 102.3 $4.86 493.1 $4.82 15.9 (187.9) 170.4 FIFO 0.8 NA 214.5 NA NA 84.8 7.2 38.7 2,000 1,900 NA NA 4.9
103.5 103.5 $6.15 630.9 $6.1 77.7 (97.7) 213.6 NA 0.8 NA 323.6 17.6 42.1 106.9 9.2 60.2 1,800 3,600 NA NA 4.1
104.7 104.7 $7.8 812.4 $7.76 61.9 (280.0) NA NA NA NA NA NA NA NA NA NA NA NA NA
FilingDate RestatementType CalculationType Currency ExchangeRate ConversionMethod
Feb-25-2010 NC RUP USD 1.0 H
Feb-27-2012 NC REP USD 1.0 H
Feb-27-2012 O REP USD 1.0 H
Jan-31-2013 P REP
USD 1.0 H
Note:Formultipleclasscompanies,totalsharecountsareprimaryclassequivalent,andforforeigncompanieslistedasprimaryADRs,totalsharecountsareADR-equivalent.
Under Armour, Inc. (NYSE:UA) > Financials > Cash Flow

Cash Flow For the Fiscal Period Ending Currency Net Income Depreciation&Amort. Amort.ofGoodwillandIntangibles Depreciation & Amort., Total (Gain)LossFromSaleOfAssets AssetWritedown&RestructuringCosts Stock-BasedCompensation Provision&Write-offofBaddebts OtherOperatingActivities ChangeinAcc.Receivable ChangeInInventories ChangeinAcc.Payable ChangeinInc.Taxes ChangeinOtherNetOperatingAssets Cash from Ops. CapitalExpenditure SaleofProperty,Plant,andEquipment CashAcquisitions Divestitures Sale(Purchase)ofIntangibleassets Invest.inMarketable&EquitySecurt. Net(Inc.)Dec.inLoansOriginated/Sold OtherInvestingActivities Cash from Investing ShortTermDebtIssued Long-TermDebtIssued Total Debt Issued
12 months Dec-31-2007 USD 52.6 13.1 1.5 14.6 4.2 4.6 (7.5) (24.2) (84.0) 11.9 3.5 9.8 (14.6) (34.0) (0.1) 0 (34.1) 14.0 11.8 25.8
12 months Dec-31-2008 USD 38.2 19.7 1.6 21.3 0.0 8.5 11.4 2.6 (19.5) 17.0 2.5 (12.5) 69.5 (38.6) 0.0 (0.6) (2.9) (42.1) 40.0 13.2 53.2
12 months Dec-31-2009 USD 46.8 26.3 1.9 28.2 0.0 12.9 (8.8) 3.8 33.0 (4.4) (6.1) 13.5 119.0 (19.8) 0 (19.9) 7.6 7.6
12 months Dec-31-2010 USD 68.5 29.3 2.0 31.3 0.0 16.2 (6.7) (32.3) (65.2) 16.2 5.0 17.2 50.1 (30.2) (11.1) (0.5) (41.8) 5.3 5.3
12 months Dec-31-2011 USD 96.9 33.4 2.9 36.3 0.0 (3.3) 18.1 13.2 (33.9) (114.6) 17.2 4.6 (19.2) 15.2 (79.4) (3.9) (6.2) (89.4) 30.0 30.6 60.6
Press Release 12 months USD Dec-31-2012 128.8 43.1 43.1 0.5 19.8 (1.5) (53.4) 4.7 35.4 4.5 17.9 199.8 (50.7) 3.7 (46.9) 50.0 50.0
ShortTermDebtRepaid Long-TermDebtRepaid Total Debt Repaid IssuanceofCommonStock Total Dividends Paid SpecialDividendPaid OtherFinancingActivities Cash from Financing ForeignExchangeRateAdj. Net Change in Cash Supplemental Items CashInterestPaid CashTaxesPaid LeveredFreeCashFlow UnleveredFreeCashFlow ChangeinNetWorkingCapital NetDebtIssued FilingDate RestatementType CalculationType Currency ExchangeRate ConversionMethod
(14.0) (3.8) (17.8) 3.2 6.9 18.1 0.5 (30.1)
(15.0) (7.0) (22.0) 2.0 2.1 35.4 (1.4) 61.5
(25.0) (8.0) (33.0) 5.1 3.8 (16.5) 2.6 85.3 (9.5)
(9.5)
(30.0) (7.4) (37.4) 14.6 7.9 45.8 (0.1) (28.5) (69.3)
(69.3)
7.3 4.2 7.2 1.0 16.6
14.8 16.9 12.3 1.3 166.5
0.5 30.5 (46.2) (45.7) 84.4 8.1 Feb-25-2010 NC REP USD 1.0 H
1.4 29.6 34.6 35.5 3.2 31.3 Feb-24-2011 NC REP USD 1.0 H
1.3 40.8 117.0 118.5 (43.9) (25.4) Feb-27-2012 NC REP USD 1.0 H
1.0 38.8 26.3 27.7 59.9 (4.3) Feb-27-2012 NC REP USD 1.0 H
2.3 56.9 (53.6) (51.2) 127.9 23.2 Feb-27-2012 O REP USD 1.0 H
NA NA 158.4 161.6 (18.9) (19.3) Jan-31-2013 P REP
USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Multiples

View: Order: Data LatestonRight Frequency: Decimals: Quarterly CapitalIQ(Default)
Multiples Detail For Quarter Ending TEV/LTM Total Revenue Average High Low Close TEV/NTM Total Revenues Average High Low Close TEV/LTM EBITDA Average High Low Close TEV/NTM EBITDA Average High Low Close TEV/LTM EBIT Average High Low Close P/LTM EPS Average High Low Close P/NTM EPS Average High Low Mar-30-2012 2.99x 3.43x 2.51x 3.25x 2.42x 2.81x 2.12x 2.67x 22.40x 25.37x 18.58x 24.08x 17.55x 20.22x 15.45x 19.19x 27.49x 31.03x 22.72x 29.45x 46.95x 53.49x 39.68x 50.81x 37.06x 42.63x 32.87x Jun-29-2012 3.29x 3.57x 2.98x 3.17x 2.69x 2.93x 2.43x 2.58x 24.77x 27.01x 22.56x 23.96x 19.54x 21.21x 17.76x 18.67x 30.44x 33.23x 27.76x 29.48x 51.65x 56.11x 46.92x 49.80x 40.31x 43.72x 36.43x Sep-28-2012 3.51x 3.82x 3.05x 3.55x 2.85x 3.09x 2.48x 2.87x 27.34x 30.01x 23.05x 27.88x 20.76x 22.50x 17.97x 20.91x 33.90x 37.27x 28.37x 34.64x 57.88x 63.78x 47.94x 59.32x 42.85x 46.64x 36.99x Dec-31-2012 3.19x 3.77x 2.82x 2.88x 2.59x 3.05x 2.30x 2.36x 24.78x 29.62x 21.73x 22.25x 18.81x 22.10x 16.73x 17.13x 30.59x 36.80x 26.74x 27.38x 51.70x 62.97x 44.94x 45.99x 38.29x 45.86x 33.84x Feb-26-2013 2.75x 2.95x 2.51x 2.56x 2.26x 2.41x 2.07x 2.11x 20.71x 22.77x 18.30x 18.67x 16.31x 17.54x 14.76x 15.05x 25.26x 28.03x 22.07x 22.52x 43.13x 47.06x 38.59x 39.28x 34.09x 36.34x 32.15x
Close P/LTM Normalized EPS Average High Low Close P/BV Average High Low Close P/Tangible BV Average High Low Close TEV/LTM Unlevered FCF Average High Low Close Market Cap/LTM Levered FCF Average High Low Close
40.50x 46.65x 52.67x 39.33x 50.03x 7.01x 8.05x 5.96x 7.64x 7.07x 8.12x 6.02x 7.71x NM NM NM NM NM NM NM NM
34.63x 51.52x 62.22x 44.98x 46.03x 7.47x 8.98x 6.54x 6.70x 7.53x 9.05x 6.59x 6.74x 61.98x 66.58x 57.54x 58.91x 65.60x 70.39x 60.98x 62.41x
Averagemultiplesarecalculatedusingpositiveclosevaluesoneachtradingdaywithinthefrequencyperiodsselected.Negativevaluesareexcludedfromthecalculation.WhentheMultiplesarenotmeaningful,duetonegativevalues,thenthe Whenamismatchexistsbetweenthecurrencyoftheequitylistingandthereportedfinancialresultssuchresultsaretranslatedintothecurrencyofthelistingattheexchangerateapplicableonthefinancialperiodenddate.
HistoricalEquityPricingDatasuppliedby
Under Armour, Inc. (NYSE:UA) > Financials > Historical Capitalization

In Millions of USD, except per share items. Frequency: Currency: Units: Quarterly USDollar Order: Conversion: Decimals: LatestonRight Historical CapitalIQ(Default)
Historical Capitalization Balance Sheet as of: Pricing as of* Currency Capitalization Detail SharePrice SharesOut. Market Capitalization -Cash&ShortTermInvestments +TotalDebt +Pref.Equity +TotalMinorityInterest = Total Enterprise Value (TEV) BookValueofCommonEquity +Pref.Equity +TotalMinorityInterest +TotalDebt = Total Capital Currency ExchangeRate ConversionMethod *Pricingasofthefilingdateofthebalancesheetperiodend date.ForTEVcalculationpurposesonthispageCapitalIQonly **Forcompaniesthathavemultipleshareclassesthatpublicly usesbalancesheetcomponentsfromtheoriginalfilingthatis trade,weareincorporatingthedifferentpricestocalculateour publiclyavailableasofagivenpricingdateanddoesnotuse companylevelmarketcapitalization.Pleaseclickonthevalueto restatedbalancesheetdatafromalaterfiling.Inthecases seethedetailedcalculation.Pricesshownonthispagearethe whereacompanydidnotdisclosebalancesheetvaluesfora closepriceofthecompanysprimarystockclass.Sharesshown Financialdataprovidedby particularperiod,TEViscalculatedusingbalancesheet onthispagearetotalcompanyas-reportedsharevalues. componentsfromthelastreportedbalancesheetasofthisdate. Thetableaboveisorganizedalongperiodenddates.
Jun-30-2011 Aug-05-2011 USD $31.32 103.1 3,229.4 119.7 36.9 3,146.6 538.5 36.9 575.3 USD 1.0 H
Sep-30-2011 Nov-04-2011 USD $42.15 103.4 4,359.4 67.9 109.5 4,401.1 592.1 109.5 701.6 USD 1.0 H
Dec-31-2011 Feb-27-2012 USD $43.58 103.5 4,511.9 175.4 77.7 4,414.2 636.4 77.7 714.2 USD 1.0 H
Mar-31-2012 May-04-2012 USD $48.27 104.3 5,032.4 107.1 75.8 5,001.1 674.1 75.8 749.9 USD 1.0 H
Jun-30-2012 Aug-06-2012 USD $57.67 104.5 6,024.4 142.9 73.9 5,955.3 689.1 73.9 763.0 USD 1.0 H
Sep-30-2012 Nov-08-2012 USD $50.51 104.7 5,286.0 157.0 72.2 5,201.2 758.4 72.2 830.6
USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Capital Structure Summary
In Millions of USD, except ratios and % of Total values. Restatement: Currency: Units: Order: LatestFilings USDollar LatestonRight Period Type: Conversion: Decimals: Annual Historical CapitalIQ(Default)
Capital Structure Data For the Fiscal Period Ending Currency Units TotalDebt TotalCommonEquity Total Capital Currency ExchangeRate ConversionMethod
12 months Dec-31-2009 USD Millions 20.2 400.0 420.2 % of Total 4.8% 95.2% 100.0% USD 1.0 H
12 months Dec-31-2011 USD Millions 77.7 636.4 714.2 % of Total 10.9% 89.1% 100.0%
USD 1.0 H
Debt Summary Data For the Fiscal Period Ending Currency Units TotalRevolvingCredit TotalTermLoans TotalCapitalLeases Total Principal Due TotalAdjustments Total Debt Outstanding Available Credit UndrawnRevolvingCredit Total Undrawn Credit Additional Totals TotalCash&STInvestments
12 months Dec-31-2009 USD Millions 0 20.1 0.1 20.2 20.2 % of Total 0.0% 99.5% 0.5% 100.0% 100.0%
12 months Dec-31-2010 USD Millions 0 15.9 15.9 15.9 % of Total 0.0% 100.0% 100.0% 100.0%
300.0 300.0
187.3
203.9
175.4
NetDebt TotalSeniorDebt Curr.Port.ofLTDebt/Cap.Leases Long-TermDebt(Incl.Cap.Leases) TotalBankDebt TotalSecuredDebt SeniorSecuredLoans TotalSeniorSecuredDebt TotalNon-RecourseDebt FixedRateDebt VariableRateDebt Credit Ratios NetDebt/EBITDA TotalDebt/EBITDA TotalSeniorDebt/EBITDA TotalSeniorSecured/EBITDA NetDebt/(EBITDA-CAPEX) TotalDebt/(EBITDA-CAPEX) TotalSeniorDebt/(EBITDA-CAPEX) TotalSeniorSecured/(EBITDA-CAPEX) Fixed Payment Schedule LTDebt(Incl.Cap.Leases)Due+1 LTDebt(Incl.Cap.Leases)Due+2 LTDebt(Incl.Cap.Leases)Due+3 LTDebt(Incl.Cap.Leases)Due+4 LTDebt(Incl.Cap.Leases)Due+5 LTDebt(Incl.Cap.Leases)Due,Next5Yrs Cap.LeasePaymentDue+1 Cap.LeasePaymentDue,Next5Yrs OperatingLeaseCommitmentDue+1 OperatingLeaseCommitmentDue+2 OperatingLeaseCommitmentDue+3 OperatingLeaseCommitmentDue+4 OperatingLeaseCommitmentDue+5 OperatingLeaseCommitmentDue,Next5Yrs OperatingLeaseCommitmentDue,After5Yrs ContractualObligationsDue+1 ContractualObligationsDue+2
(167.1) 20.2 9.3 10.9 20.1 20.2 20.1 20.2 20.1 0
100.0% 45.9% 54.1% 99.5% 100.0% 99.5% 100.0% 99.5% 0.0%
(187.9) 15.9 6.9 9.1 15.9 15.9 15.9 15.9 15.9 0
100.0% 43.1% 56.9% 100.0% 100.0% 100.0% 100.0% 100.0% 0.0%
(97.7) 77.7 6.9 70.8 77.7 77.7 77.7 77.7 38.2 77.7 0
100.0% 8.9% 91.1% 100.0% 100.0% 100.0% 100.0% 49.1% 100.0% 0.0%
NM 0.2x 0.2x 0.2x NM 0.2x 0.2x 0.2x
NM 0.1x 0.1x 0.1x NM 0.1x 0.1x 0.1x
NM 0.4x 0.4x 0.4x NM 0.6x 0.6x 0.6x
9.3 5.8 3.6 1.0 0.6 20.2 0.1 0.1 16.6 17.0 13.7 12.0 10.5 69.8 23.7 214.8 23.3
45.9% 28.5% 17.9% 4.8% 2.9% 100.0% -
6.9 4.8 2.1 1.5 0.7 15.9 19.5 16.6 14.8 13.4 11.3 75.6 20.1 400.4 39.3
43.1% 29.8% 12.9% 9.6% 4.5% 100.0% -
6.9 65.9 3.0 2.0 77.7 22.9 23.5 26.0 25.0 18.7 116.1 69.0 341.6 44.7
8.9% 84.8% 3.8% 2.5% 100.0% -
ContractualObligationsDue+3 ContractualObligationsDue+4 ContractualObligationsDue+5 ContractualObligationsDue,Next5Yrs ContractualObligationsDue,After5Yrs TotalContractualObligations Interest Rate Data W/Avg.InterestRate-Long-termDebt FilingDate Currency ExchangeRate ConversionMethod
10.5 6.6 4.1 259.3 4.2 263.5
32.8 29.7 18.9 521.1 3.5 524.6
44.7 13.1 13.1 457.3 1.0 458.2
5.9% Feb-27-2012 USD 1.0 H
5.3% Feb-27-2012 USD 1.0 H
3.5% Feb-27-2012 USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Capital Structure Details
Principal Due in Millions of USD. Period Type: Currency: Units: Annual USDollar Source: Conversion: Decimals: A2011filedFeb-27-2012 Historical CapitalIQ(Default)
FY 2011 (Dec-31-2011) Capital Structure As Reported Details Description LongTermLoanAgreements withVariousLenders NonrecourseLoanSecured byaMortgage RevolvingCreditFacility TermLoan Type TermLoans TermLoans RevolvingCredit TermLoans PrincipalDue(USD) 14.5 38.2 25.0 Coupon/Base Rate 3.800% 6.730% 1.500% 1.600% FloatingRate NA NA VariousBenchmarks NA Maturity 2015 Mar-01-2013 Mar-01-2015 Mar-01-2015 Seniority Senior Senior Senior Senior Secured Yes Yes Yes Yes
*PrincipalDuevaluestranslatedintoUSDatanexchangerateof1.000USD/USDonDec-31-2011.
FY 2010 (Dec-31-2010) Capital Structure As Reported Details Description LongTermLoanAgreements withVariousLenders RevolvingCreditFacility Type TermLoans RevolvingCredit PrincipalDue(USD) 15.9 Coupon/Base Rate 3.800% 5.900% FloatingRate NA VariousBenchmarks Maturity 2015 Jan-01-2012 Seniority Senior Senior Secured Yes Yes
*PrincipalDuevaluestranslatedintoUSDatanexchangerateof1.000USD/USDonDec-31-2010. Financialdataprovidedby
Convertible No No No No
Repaym entUSD Currenc USD y USD USD
Convertible No No
Repaym entUSD Currenc USD y
Under Armour, Inc. (NYSE:UA) > Financials > Ratios

Restatement: Order: LatestFilings LatestonRight Period Type: Decimals: Annual CapitalIQ(Default)
Ratios For the Fiscal Period Ending Profitability ReturnonAssets% ReturnonCapital% ReturnonEquity% ReturnonCommonEquity% Margin Analysis GrossMargin% SG&AMargin% EBITDAMargin% EBITAMargin% EBITMargin% EarningsfromCont.OpsMargin% NetIncomeMargin% NetIncomeAvail.forCommonMargin% NormalizedNetIncomeMargin% LeveredFreeCashFlowMargin% UnleveredFreeCashFlowMargin% Asset Turnover TotalAssetTurnover FixedAssetTurnover AccountsReceivableTurnover InventoryTurnover Short Term Liquidity CurrentRatio QuickRatio CashfromOps.toCurr.Liab. Avg.DaysSalesOut. Avg.DaysInventoryOut. Avg.DaysPayableOut. Avg.CashConversionCycle
12 months Dec-31-2007 15.9% 20.9% 21.2% 21.1%
12 months Dec-31-2008 10.9% 14.3% 12.5% 12.4%
12 months Dec-31-2009 10.3% 13.4% 12.8% 12.7%
12 months Dec-31-2010 11.5% 15.1% 15.3% 15.1%
12 months Dec-31-2011 12.8% 16.6% 17.1% 17.0%
Press Release 12 months Dec-31-2012 12.6% 16.4% 17.7% 17.7%
50.3% 27.9% 16.6% 14.5% 14.2% 8.7% 8.7% 8.6% 9.2% (7.6%) (7.5%)
48.7% 30.0% 13.6% 10.8% 10.6% 5.3% 5.3% 5.2% 6.0% 4.8% 4.9%
47.9% 29.6% 13.3% 10.2% 10.0% 5.5% 5.5% 5.4% 6.0% 13.7% 13.8%
49.9% 30.2% 13.5% 10.7% 10.6% 6.4% 6.4% 6.4% 6.4% 2.5% 2.6%
48.4% 28.6% 13.5% 11.2% 11.1% 6.6% 6.6% 6.5% 6.7% (3.6%) (3.5%)
47.9% 36.5% 13.7% 11.4% 11.4% 7.0% 7.0% 7.0% 6.9% 8.6% 8.8%
1.8x 14.7x 7.3x 2.4x
1.7x 11.5x 8.3x 2.1x
1.7x 11.7x 10.7x 2.7x
1.7x 14.3x 11.7x 2.9x
1.8x 12.5x 12.5x 2.8x
1.8x 10.8x 11.9x 3.0x
3.4x 1.4x NM 49.8 149.6 46.1 153.2
3.0x 1.4x 0.5x 44.1 171.3 60.1 155.3
3.7x 2.2x 1.0x 34.2 135.2 62.4 107.0
3.7x 2.1x 0.3x 31.1 124.5 46.6 109.0
3.8x 1.7x 0.1x 29.3 129.6 38.9 120.0
3.6x 2.1x 0.8x 30.9 123.3 47.0 107.1
Long Term Solvency TotalDebt/Equity TotalDebt/Capital LTDebt/Equity LTDebt/Capital TotalLiabilities/TotalAssets EBIT/InterestExp. EBITDA/InterestExp. (EBITDA-CAPEX)/InterestExp. TotalDebt/EBITDA NetDebt/EBITDA TotalDebt/(EBITDA-CAPEX) NetDebt/(EBITDA-CAPEX) AltmanZScore Growth Over Prior Year TotalRevenue GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow UnleveredFreeCashFlow DividendperShare Compound Annual Growth Rate Over Two Years TotalRevenue 46.9% 29.8% 18.8% 21.1% 31.1% 31.3% 40.8% 41.5% 51.2% 52.6% 51.6% 34.8% 34.8% 50.7% 32.9% 30.1% 105.0% 74.9% 35.0% 32.7% 30.8% NM 124.7% NM NM NA 19.6% 15.7% (2.6%) (10.5%) (10.8%) (27.3%) (27.3%) (21.5%) (27.6%) (13.1%) 9.7% 40.5% 24.8% 18.8% 18.0% NM 13.6% NM NM NA 18.1% 16.2% 15.5% 11.0% 10.9% 22.4% 22.4% 17.9% 21.1% (2.4%) (18.5%) (0.8%) 11.9% 21.1% 20.8% 71.2% (48.6%) 238.1% 233.5% NA 24.2% 29.4% 26.6% 31.2% 31.8% 46.4% 46.4% 32.2% 45.7% 28.6% 45.0% 4.4% 23.8% 25.0% 24.2% (57.9%) 52.1% (77.5%) (76.6%) NA 38.4% 34.4% 38.6% 44.9% 44.9% 41.5% 41.5% 44.0% 38.1% 31.4% 50.6% 109.0% 36.1% 28.0% 28.1% (69.6%) 163.0% NM NM NA 24.6% 23.4% 26.5% 26.0% 28.2% 32.9% 32.9% 29.7% 30.8% 30.9% (1.6%) 13.6% 25.9% 28.8% 28.4% 1,212.7% (36.2%) NM NM NA 5.1% 4.9% 3.5% 3.3% 28.2% 114.9x 134.3x 89.1x 0.1x NM 0.2x NM 17.05 13.8% 12.1% 4.0% 3.5% 32.1% 51.7x 66.1x 40.1x 0.5x NM 0.8x NM 9.13 5.1% 4.8% 2.7% 2.6% 26.7% 34.9x 46.4x 38.3x 0.2x NM 0.2x NM 8.05 3.2% 3.1% 1.8% 1.8% 26.4% 48.7x 62.3x 49.2x 0.1x NM 0.1x NM 9.86 12.2% 10.9% 11.1% 9.9% 30.8% 42.0x 51.4x 30.9x 0.4x NM 0.6x NM 11.09 7.6% 7.0% 6.5% 6.0% 29.4% 40.3x 48.6x 38.8x 0.2x NM 0.3x NM NA
GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow UnleveredFreeCashFlow DividendperShare Compound Annual Growth Rate Over Three Years TotalRevenue GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow
49.8% 54.3% 56.6% 55.2% 63.3% 63.3% 64.3% 70.8% 32.7% 76.0% 58.4% 38.5% 34.8% 36.4% NM 76.6% NM NM NA
28.0% 21.3% 16.8% 16.3% (1.0%) (1.0%) 8.8% (1.9%) 6.4% 50.0% 56.8% 29.8% 25.6% 24.3% 154.9% 59.8% 676.8% 485.1% NA
16.0% 6.1% (0.3%) (0.6%) (5.7%) (5.7%) (3.8%) (6.4%) (7.9%) (5.4%) 18.0% 18.2% 20.0% 19.4% NM (23.6%) NM NM NA
22.6% 20.9% 20.7% 20.9% 33.8% 33.8% 24.8% 32.8% 12.0% 8.7% 1.7% 17.7% 23.1% 22.5% (15.1%) (11.6%) (12.9%) (11.7%) NA
31.8% 32.4% 37.9% 38.2% 43.9% 43.9% 38.0% 41.8% 30.0% 47.8% 47.7% 29.8% 26.5% 26.1% (64.2%) 100.0% NM NM NA
28.7% 32.4% 35.1% 36.3% 37.1% 37.1% 36.7% 34.4% 31.2% 21.8% 54.1% 30.9% 28.4% 28.2% 99.7% 29.5% 145.6% 141.5% NA
43.5% 47.3% 52.3% 51.2% 50.4% 47.7% 47.7% 54.6% 39.1% 34.4% 51.2% 54.4% 52.1% 134.5% 136.4% NM 57.3% NM
37.2% 37.5% 32.4% 29.9% 29.0% 24.7% 24.7% 28.5% 28.3% 15.2% 50.4% 52.2% 33.8% 29.2% 30.0% 63.9% 52.5% 435.1%
25.7% 23.9% 19.4% 14.9% 14.4% 6.3% 6.3% 11.7% 5.2% 3.4% 22.4% 34.6% 23.5% 24.1% 23.1% 123.2% 9.5% 488.7%
20.6% 20.3% 12.5% 9.2% 9.2% 9.2% 9.2% 6.9% 8.5% 2.9% 9.0% 13.3% 20.0% 21.6% 21.0% NM (3.9%) NM
26.6% 26.4% 26.5% 28.3% 28.4% 36.4% 36.4% 30.9% 34.5% 18.1% 21.2% 29.3% 23.5% 24.7% 24.3% (39.7%) 27.2% NM
28.9% 28.9% 30.4% 33.8% 34.8% 40.1% 40.1% 35.1% 38.0% 30.3% 29.1% 35.4% 28.5% 27.2% 26.9% 18.8% 36.7% 10.6%
UnleveredFreeCashFlow DividendperShare Compound Annual Growth Rate Over Five Years TotalRevenue GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow UnleveredFreeCashFlow DividendperShare
NM NA
152.1% NA
385.1% NA
NM NA
NM NA
10.9% NA
65.0% 67.4% 85.1% 82.1% 82.1% 80.2% 80.2% 91.9% 67.3% NA NA NA NA NA NA NM 159.1% NA NA NA
44.4% 47.4% 54.6% 50.7% 50.5% 46.1% 46.1% 55.3% 38.3% 28.4% 52.8% 77.9% 54.9% 94.0% 94.6% NM 76.0% NA NA NA
33.1% 33.9% 31.8% 28.0% 27.4% 23.4% 23.4% 27.9% 18.7% 15.6% 25.3% 38.7% 37.5% 79.4% 79.9% NM 17.9% NM NM NA
30.5% 31.3% 27.7% 26.1% 25.7% 28.3% 28.3% 27.0% 30.1% 13.9% 32.1% 29.5% 27.1% 26.7% 26.9% 26.0% 22.6% 158.9% 65.7% NA
27.9% 27.0% 24.4% 23.6% 23.4% 20.0% 20.0% 21.6% 18.6% 13.3% 32.0% 39.7% 26.0% 25.0% 24.3% 7.3% 39.3% NM NM NA
24.8% 23.6% 20.1% 18.9% 19.3% 19.6% 19.6% 18.0% 18.2% 13.4% 14.0% 28.1% 24.3% 24.3% 23.8% NM 8.3% NM NM NA
Under Armour, Inc. (NYSE:UA) > Financials > Supplemental

In Millions of USD, except per share items. Restatement: Currency: Order: Decimals: LatestFilings USDollar LatestonRight CapitalIQ(Default) Period Type: Conversion: Units: Annual Historical S&PCapitalIQ(Default)
Supplemental For the Fiscal Period Ending Currency Options Outstanding - Class A OptionsOut.attheBeginningofthePeriod OptionsGrantedDuringthePeriod OptionsExercisedDuringthePeriod OptionsCancelledDuringthePeriod OptionsOut.attheEndofthePeriod W/Avg.StrikePriceofOut.attheEndofthePeriod W/Avg.StrikePriceofGranted Options Outstanding - All Classes OptionsOut.attheBeginningofthePeriod OptionsGrantedDuringthePeriod OptionsExercisedDuringthePeriod OptionsCancelledDuringthePeriod OptionsOut.attheEndofthePeriod Warrants Outstanding - Class A WarrantsOut.attheEndofthePeriod Warrants Outstanding - All Classes WarrantsOut.attheEndofthePeriod Stock Based Compensation StockOptionsComp.Exp.,BeforeTax StockBasedComp.Exp.,BeforeTax StockBasedComp.Exp.,AfterTax Loss Carry Forward Related Items TaxBenefitC/F,AfterFiveYears TotalTaxBenefitC/F
12 months Dec-31-2007 USD 5.5 0.1 1.3 0.1 4.3 $4.12 $22.56
12 months Dec-31-2008 USD 4.3 1.2 0.5 0.1 4.9 $7.96 $18.98
12 months Dec-31-2009 USD 4.9 2.7 1.7 0.3 5.7 $9.01 $7.27
12 months Dec-31-2010 USD 5.7 2.9 1.6 1.0 5.9 $12.66 $14.66
12 months Dec-31-2011 USD 5.9 0.2 1.1 0.2 4.8 $14.0 $36.05
Press Release 12 months USD Dec-31-2012 -
5.5 0.1 1.3 0.1 4.3
4.3 1.2 0.5 0.1 4.9
4.9 2.7 1.7 0.3 5.7
5.7 2.9 1.6 1.0 5.9
5.9 0.2 1.1 0.2 4.8
1.0
1.0
4.2 2.5
8.5 4.6
12.9 -
6.2 16.2 -
7.5 18.1 -
19.8 -
4.5 4.5
1.4 1.4
1.8 1.8
1.8 1.8
Max.YearforTaxBenefitC/F Adoption of FIN 48 Related Items ImpactonRetainedEarnings UnrecognizedTaxBenefits-BeginningofPeriod IncreaseinUnrecog.TaxBenefits-CurrentYr. SettlementswithTaxAuthorities LapseofStatuteofLimitations Unrecognized Tax Benefits - End of Period InterestandPenaltiesRecog.onIS-BeforeTax InterestandPenaltiesRecog.onBS-BeforeTax Unrecog.TaxBenefitImpactingEffectiveTaxRate Capitalized Interest Data InterestCapitalized,Beg.OfPeriod InterestCapitalized,EndOfPeriod Fair Value Measurements Level2Assets-ObservablePrices FairValueofAssets Level2Liabilities-ObservablePrices FairValueofLiabilities FilingDate Currency ExchangeRate ConversionMethod
2021
(1.2) 1.5 0.3 1.8 0.2 0.8 -
1.8 0.3 (0.4) 1.7 0.2 0.8 -
1.7 1.2 0 (0.2) 2.6 0.2 0.9 -
2.6 2.6 (0.1) 5.2 0.3 1.3 -
5.2 5.0 (0.3) 9.8 0.4 1.4 8.9
0.7
0.7 0.7
Feb-25-2010 USD 1.0 H
Feb-24-2011 USD 1.0 H
Feb-27-2012 USD 1.0 H
Feb-27-2012 USD 1.0 H
3.9 3.9 4.1 4.1 Feb-27-2012 USD 1.0 H
Jan-31-2013 USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Industry Specific

Industry Specific For the Fiscal Period Ending Currency Retail Specific Data StoresOpened TotalStores GrossMargin OperatingMargin RetailRevenues TotalRetailSq.Ft.(Gross) Owned / Operated Store Data Owned/OperatedStoresOpened TotalOwned/OperatedStores FilingDate Currency ExchangeRate ConversionMethod
12 months Dec-31-2007 USD 1 50.3% 14.2% 582.5 -
12 months Dec-31-2008 USD 48.7% 10.6% 695.3 -
12 months Dec-31-2009 USD 47.9% 10.0% 823.1 -
12 months Dec-31-2010 USD 49.9% 10.6% 1,024.6 -
12 months Dec-31-2011 USD 86 48.4% 11.1% 1,436.1 435,000
Press Release 12 months USD Dec-31-2012 47.9% 11.4% 1,790.1 -
1 Feb-25-2010 USD 1.0 H
Feb-24-2011 USD 1.0 H
Feb-27-2012 USD 1.0 H
Feb-27-2012 USD 1.0 H
86 Feb-27-2012 USD 1.0 H
Jan-31-2013 USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Pension/OPEB

Pension/OPEB For the Fiscal Period Ending Currency Pension Information - Total Defined Benefit Net Periodic Cost Def.ContributionPlanCost Total Pension Expense Currency ExchangeRate ConversionMethod
12 months Dec-31-2007 USD
Press Release 12 months USD Dec-31-2012
0.9 0.9 USD 1.0 H
1.1 1.1 USD 1.0 H
1.3 1.3 USD 1.0 H
1.2 1.2 USD 1.0 H
1.8 1.8 USD 1.0 H
USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Segments

In Millions of USD. View By: Period Type: Currency: Units: LineItems Annual USDollar Restatement: Order: Conversion: Decimals: LatestFilings LatestonRight Historical CapitalIQ(Default)
Business Segments For the Fiscal Period Ending Currency Revenues Total Revenues Gross Profit Before Tax
Restated 12 months USD Dec-31-2007
Restated 12 months USD Dec-31-2008 725.2 725.2
Reclassified 12 months USD Dec-31-2009 856.4 856.4
12 months Dec-31-2010 USD 1,063.9 1,063.9
12 months Dec-31-2011 USD 1,472.7 1,472.7
Press Release 12 months USD Dec-31-2012 1,834.9 1,834.9
Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 606.6 606.6
Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 305.0 Total Gross Profit Before Tax Operating Profit Before Tax Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 86.3 Total Operating Profit Before Tax Interest Expense Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories (0.8) Total Interest Expense Net Profit Before Tax Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 89.0 Total Net Profit Before Tax Tax Expense Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 36.5 Total Tax Expense Net Profit After Tax Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 52.6 Total Net Profit After Tax Assets Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 390.6 Total Assets 390.6 52.6 36.5 89.0 (0.8) 86.3 305.0
353.0 353.0
410.1 410.1
530.5 530.5
712.8 712.8
879.3 879.3
76.9 76.9
85.3 85.3
112.4 112.4
162.8 162.8
208.7 208.7
(1.5) (1.5)
(2.4) (2.4)
(2.3) (2.3)
(3.9) (3.9)
(5.2) (5.2)
69.9 69.9
82.4 82.4
108.9 108.9
156.9 156.9
203.4 203.4
31.7 31.7
35.6 35.6
40.4 40.4
59.9 59.9
74.7 74.7
38.2 38.2
46.8 46.8
68.5 68.5
96.9 96.9
128.8 128.8
487.6 487.6
545.6 545.6
675.4 675.4
919.2 919.2
1,157.1 1,157.1
Depreciation & Amortization Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 14.6 Total Depreciation & Amortization Capital Expenditure Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories (34.1) Total Capital Expenditure FilingDate Currency ExchangeRate ConversionMethod USD 1.0 H Feb-25-2010 USD 1.0 H (34.1) Feb-24-2011 USD 1.0 H (39.2) (39.2) Feb-27-2012 USD 1.0 H (19.8) (19.8) Feb-27-2012 USD 1.0 H (30.2) (30.2) Feb-27-2012 USD 1.0 H (79.4) (79.4) Jan-31-2013 (50.7) (50.7) 14.6 21.3 21.3 28.2 28.2 31.3 31.3 36.3 36.3 43.1 43.1
Geographic Segments For the Fiscal Period Ending Currency Revenues NorthAmerica OtherForeignCountries UnitedStates Canada Total Revenues Operating Profit Before Tax NorthAmerica OtherForeignCountries Total Operating Profit Before Tax Assets NorthAmerica OtherForeignCountries UnitedStates Total Assets FilingDate Currency ExchangeRate
Restated 12 months USD Dec-31-2007 20.8 562.4 23.4 606.6
Restated 12 months USD Dec-31-2008 692.4 32.9 725.2
Reclassified 12 months USD Dec-31-2009 808.0 48.4 856.4
12 months Dec-31-2010 USD 997.8 66.1 1,063.9
12 months Dec-31-2011 USD 1,383.3 89.3 1,472.7
Press Release 12 months USD Dec-31-2012 1,726.7 108.2 1,834.9
76.3 0.6 76.9
83.2 2.0 85.3
102.8 9.5 112.4
150.6 12.2 162.8
390.6 390.6 Feb-25-2010 USD 1.0
487.6 487.6 Feb-24-2011 USD 1.0
493.7 51.9 545.6 Feb-27-2012 USD 1.0
613.5 61.9 675.4 Feb-27-2012 USD 1.0
842.1 77.1 919.2 Feb-27-2012 USD 1.0
Jan-31-2013 USD 1.0
ConversionMethod
Under Armour, Inc. (NYSE:UA) > Financials > Key Stats

In Millions of USD, except per share items. Currency: Order: Decimals: USDollar LatestonRight CapitalIQ(Default) Conversion: Units: Historical S&PCapitalIQ(Default)
Key Financials For the Fiscal Period Ending Currency Total Revenue Growth Over Prior Year Gross Profit Margin % EBITDA Margin % EBIT Margin % Earnings from Cont. Ops. Margin % Net Income Margin % Diluted EPS Excl. Extra Items Growth Over Prior Year Currency ExchangeRate ConversionMethod
12 months Dec-31-2008A USD 725.2 19.6% 353.0 48.7% 98.3 13.6% 76.9 10.6% 38.2 5.3% 38.2 5.3% 0.38 (27.6%) USD 1.0 H
12 months Dec-31-2009A USD 856.4 18.1% 410.1 47.9% 113.5 13.3% 85.3 10.0% 46.8 5.5% 46.8 5.5% 0.46 21.1% USD 1.0 H
Press Release 12 months USD Dec-31-2012A 1,834.9 24.6% 879.3 47.9% 251.8 13.7% 208.7 11.4% 128.8 7.0% 128.8 7.0% 1.21 30.8% USD 1.0 H
12 months Dec-31-2013E USD 2,229.7 21.52% 312.2 14.0% 1.45 20.00%
USD 1.0 S
Allresultsaretakenfromthemostrecentlyfiledstatementforeachperiod.Whentherehasbeenmorethanone,earlierfilingscanbeviewedontheindividualstatementpages. Allforwardperiodfiguresareconsensusmeanestimatesprovidedbythebrokersandmaynotbeonacomparablebasisasfinancials. GrowthratesforforwardperiodsarecalculatedagainstpriorperiodestimatesoractualproformaresultsasdisclosedontheEstimatesConsensuspage. GrowthRatesarecalculatedinoriginallyreportedcurrencyonlyandwillnotreflectanycurrencyconversionselectedabove.
Current Capitalization (Millions of USD) Currency SharePriceasofFeb-26-2013 SharesOut. Market Capitalization** -Cash&ShortTermInvestments +TotalDebt +Pref.Equity +TotalMinorityInterest = Total Enterprise Value (TEV) BookValueofCommonEquity +Pref.Equity +TotalMinorityInterest +TotalDebt = Total Capital **Forcompaniesthathavemultipleshareclassesthatpublicly trade,weareincorporatingthedifferentpricestocalculateour companylevelmarketcapitalization.Pleaseclickonthevalueto seethedetailedcalculation.Pricesshownonthispagearethe closepriceofthecompanysprimarystockclass.Sharesshown onthispagearetotalcompanyas-reportedsharevalues. USD $47.53 104.8 4,979.7 341.8 61.9 4,699.8 816.9 61.9 878.8
Note:StripedarearepresentstheimpactofnegativeNetLiabilityonMarketCap. TotalLiabilityincludesTotalDebt,MinorityInterestandPref.Equity. NetLiabilityincludesTotalLiability,netofCashandShortTermInvestments. TEVincludesMarketCapandNetLiability. TotalCapitalincludesCommonEquityandTotalLiability. Valuation Multiples based on Current Capitalization For the Fiscal Period Ending
12 months Dec-31-2011A
Press Release 12 months Dec-31-2012A
TEV/Total Revenue TEV/EBITDA TEV/EBIT P/Diluted EPS Before Extra P/BV Price/Tang BV
3.2x 23.6x 28.9x 51.4x 7.7x 7.8x
2.6x 18.7x 22.5x 39.3x 6.1x 6.1x
2.1x 15.1x 32.7x -
1.8x 12.1x 26.1x -
1.5x 9.8x 20.5x -
12 months Dec-31-2014E USD 2,667.6 19.64% 386.9 14.5% 1.82 25.38% USD 1.0 S
12 months Dec-31-2015E USD 3,206.6 20.20% 477.7 14.9% 2.31 27.12%
USD 1.0 S
Under Armour, Inc. (NYSE:UA) > Financials > Income Statement

Income Statement For the Fiscal Period Ending Currency Revenue OtherRevenue Total Revenue CostOfGoodsSold Gross Profit SellingGeneral&AdminExp. R&DExp. Depreciation&Amort. OtherOperatingExpense/(Income) Other Operating Exp., Total Operating Income InterestExpense InterestandInvest.Income Net Interest Exp. CurrencyExchangeGains(Loss) OtherNon-OperatingInc.(Exp.) EBT Excl. Unusual Items ImpairmentofGoodwill OtherUnusualItems EBT Incl. Unusual Items IncomeTaxExpense Earnings from Cont. Ops.
Restated 12 months USD Dec-31-2007 606.6 606.6 301.5 305.0 169.2 49.6 218.8 86.3 (0.8) 1.5 0.7 2.0 89.0 89.0 36.5 52.6
Restated 12 months USD Dec-31-2008 725.2 725.2 372.2 353.0 217.7 58.4 276.1 76.9 (1.5) 0.6 (0.9) (6.2) 0.0 69.9 69.9 31.7 38.2
Reclassified 12 months USD Dec-31-2009 856.4 856.4 446.3 410.1 253.1 71.8 0 324.9 85.3 (2.4) 0.1 (2.3) (0.5) 82.4 82.4 35.6 46.8
12 months Dec-31-2010 USD 1,063.9 1,063.9 533.4 530.5 321.4 96.8 0 418.2 112.4 (2.3) 0.0 (2.3) (1.2) 108.9 108.9 40.4 68.5
12 months Dec-31-2011 USD 1,472.7 1,472.7 759.8 712.8 421.0 129.1 0 550.1 162.8 (3.9) 0.0 (3.8) (2.1) 156.9 156.9 59.9 96.9
Press Release 12 months USD Dec-31-2012 1,834.9 1,834.9 955.6 879.3 670.6 670.6 208.7 (5.2) (5.2) (0.1) 203.4 203.4 74.7 128.8
EarningsofDiscontinuedOps. Extraord.Item&Account.Change Net Income to Company MinorityInt.inEarnings Net Income Pref.DividendsandOtherAdj. NI to Common Incl Extra Items NI to Common Excl. Extra Items Per Share Items BasicEPS BasicEPSExcl.ExtraItems WeightedAvg.BasicSharesOut. DilutedEPS DilutedEPSExcl.ExtraItems WeightedAvg.DilutedSharesOut. NormalizedBasicEPS NormalizedDilutedEPS DividendsperShare Supplemental Items EBITDA EBITA EBIT EBITDAR EffectiveTaxRate% CurrentDomesticTaxes CurrentForeignTaxes TotalCurrentTaxes DeferredDomesticTaxes DeferredForeignTaxes TotalDeferredTaxes NormalizedNetIncome NIperSFAS123(afterOptions) InterestonLongTermDebt
52.6 52.6 0.4 52.2 52.2
38.2 38.2 0.4 37.8 37.8
46.8 46.8 0.5 46.3 46.3
68.5 68.5 0.5 67.9 67.9
96.9 96.9 0.6 96.3 96.3
128.8 128.8 128.8 128.8
$0.54 0.54 96.0 $0.53 0.53 99.6 $0.58 0.56 NA
$0.39 0.39 97.1 $0.38 0.38 99.7 $0.45 0.44 NA
$0.47 0.47 98.7 $0.46 0.46 100.3 $0.52 0.51 NA
$0.67 0.67 100.8 $0.67 0.67 101.7 $0.68 0.67 NA
$0.94 0.94 102.5 $0.93 0.93 104.4 $0.96 0.94 NA
$1.23 1.23 104.3 $1.21 1.21 106.4 $1.22 1.2 NA
100.9 87.8 86.3 109.4 41.0% 40.8 0.6 41.4 (4.0) (0.9) (4.9) 55.7 52.0 NA
98.3 78.5 76.9 111.2 45.3% 33.2 1.2 34.5 1.9 (4.7) (2.8) 43.7 37.6 NA
113.5 87.2 85.3 127.6 43.2% 39.5 1.3 40.8 (2.2) (3.0) (5.2) 51.5 NA 2.4
143.7 114.4 112.4 165.0 37.1% 47.2 3.6 50.8 (10.1) (0.2) (10.3) 68.1 NA 2.3
199.1 165.7 162.8 225.8 38.2% 49.0 7.3 56.3 6.2 (2.5) 3.6 98.0 NA 3.9
251.8 208.7 208.7 NA 36.7% NA NA NA NA 127.1 NA NA
FilingDate RestatementType CalculationType Supplemental Operating Expense Items MarketingExp. SellingandMarketingExp. GeneralandAdministrativeExp. R&DExp. NetRentalExp. ImputedOper.LeaseInterestExp. ImputedOper.LeaseDepreciation Stock-BasedComp.,SG&AExp. Stock-BasedComp.,Unallocated Stock-Based Comp., Total Currency ExchangeRate ConversionMethod
Feb-25-2010 RS REP
Feb-24-2011 RS REP
Feb-27-2012 RC REP
Feb-27-2012 NC REP
Feb-27-2012 O REP
Jan-31-2013 P REP
71.2 114.2 50.8 49.6 8.5 5.0 3.5 4.2 4.2 USD 1.0 H
96.1 152.2 57.0 58.4 12.9 5.1 7.8 8.5 8.5 USD 1.0 H
108.9 178.5 74.6 71.8 14.1 8.4 5.7 12.9 12.9 USD 1.0 H
128.2 222.8 98.6 96.8 21.3 21.7 (0.4) 16.2 16.2 USD 1.0 H
167.9 306.7 114.3 129.1 26.7 17.7 9.0 18.1 18.1 USD 1.0 H
NA NA NA NA NA 19.8 19.8
USD 1.0 H
Note:Formultipleclasscompanies,pershareitemsareprimaryclassequivalent,andforforeigncompanieslistedasprimaryADRs,pershareitemsareADR-equivalent.
Under Armour, Inc. (NYSE:UA) > Financials > Balance Sheet

Balance Sheet Balance Sheet as of: Currency ASSETS CashAndEquivalents Total Cash & ST Investments AccountsReceivable Total Receivables Inventory PrepaidExp. DeferredTaxAssets,Curr. RestrictedCash OtherCurrentAssets Total Current Assets GrossProperty,Plant&Equipment AccumulatedDepreciation Net Property, Plant & Equipment Long-termInvestments OtherIntangibles DeferredTaxAssets,LT OtherLong-TermAssets Total Assets LIABILITIES AccountsPayable AccruedExp. Short-termBorrowings Curr.Port.ofLTDebt Curr.Port.ofCap.Leases Def.TaxLiability,Curr.
Dec-31-2007 USD 40.6 40.6 93.5 93.5 166.1 11.6 10.4 322.2 83.7 (31.4) 52.3 6.5 8.2 1.4 390.6
Dec-31-2008 USD 102.0 102.0 81.3 81.3 182.2 16.8 12.8 1.2 396.4 120.1 (46.6) 73.5 5.5 8.7 3.4 487.6
Dec-31-2009 USD 187.3 187.3 79.4 79.4 148.5 19.7 12.9 0.3 448.0 142.6 (69.7) 72.9 5.7 13.9 5.1 545.6
Dec-31-2010 USD 203.9 203.9 102.0 102.0 215.4 19.3 15.3 555.9 162.9 (86.8) 76.1 3.9 21.3 18.2 675.4
Dec-31-2011 USD 175.4 175.4 134.0 134.0 324.4 37.6 16.2 2.0 689.7 273.8 (114.7) 159.1 14.4 5.5 15.9 34.6 919.2
Press Release Dec-31-2012 USD 341.8 341.8 175.5 175.5 319.3 43.9 23.1 903.6 180.9 4.5 22.6 45.5 1,157.1
55.0 36.1 4.1 0.5 -
72.4 25.9 25.0 7.1 0.4 0.3
68.7 40.9 9.2 0.1 -
84.7 54.5 6.9 -
100.5 68.6 6.9 -
143.7 85.1 9.1 -
OtherCurrentLiabilities Total Current Liabilities Long-TermDebt CapitalLeases Def.TaxLiability,Non-Curr. OtherNon-CurrentLiabilities Total Liabilities CommonStock AdditionalPaidInCapital RetainedEarnings TreasuryStock ComprehensiveInc.andOther Total Common Equity Total Equity Total Liabilities And Equity Supplemental Items TotalSharesOut.onFilingDate TotalSharesOut.onBalanceSheetDate BookValue/Share TangibleBookValue TangibleBookValue/Share TotalDebt NetDebt DebtEquivalentOper.Leases InventoryMethod RawMaterialsInventory WorkinProgressInventory FinishedGoodsInventory Land Buildings Machinery ConstructioninProgress LeaseholdImprovements FullTimeEmployees Part-TimeEmployees AssetsunderCap.Lease,Gross AssetsunderCap.Lease,Accum.Depr. Accum.AllowanceforDoubtfulAccts
95.7 9.3 0.5 4.7 110.1 0.0 162.4 117.8 0.3 280.5 280.5 390.6
2.1 133.1 13.1 0.1 0.0 10.2 156.5 0.0 174.7 156.0 0.3 331.1 331.1 487.6
1.3 120.2 10.9 14.5 145.6 0.0 197.3 202.2 0.5 400.0 400.0 545.6
3.1 149.1 9.1 20.2 178.4 0.0 224.9 270.0 2.0 497.0 497.0 675.4
7.6 183.6 70.8 28.3 282.8 0.0 268.2 366.2 2.0 636.4 636.4 919.2
14.3 252.2 52.8 35.2 340.2 816.9 816.9 816.9 1,157.1
97.5 97.4 $2.88 274.0 $2.81 14.3 (26.3) 68.0 FIFO 1.2 0.2 169.6 NA NA 49.2 10.4 11.2 1,400 NA 2.2 (1.1) 1.1
98.7 98.6 $3.36 325.6 $3.3 45.6 (56.5) 103.2 FIFO 0.7 0.0 187.1 NA NA 65.7 11.9 18.2 2,200 NA 2.0 (1.3) 4.2
100.6 100.5 $3.98 394.3 $3.92 20.2 (167.1) 112.8 FIFO 0.8 0.1 147.6 NA NA 78.0 12.5 24.3 3,000 NA NA NA 5.2
102.3 102.3 $4.86 493.1 $4.82 15.9 (187.9) 170.4 FIFO 0.8 NA 214.5 NA NA 84.8 7.2 38.7 2,000 1,900 NA NA 4.9
103.5 103.5 $6.15 630.9 $6.1 77.7 (97.7) 213.6 NA 0.8 NA 323.6 17.6 42.1 106.9 9.2 60.2 1,800 3,600 NA NA 4.1
104.7 104.7 $7.8 812.4 $7.76 61.9 (280.0) NA NA NA NA NA NA NA NA NA NA NA NA NA
FilingDate RestatementType CalculationType Currency ExchangeRate ConversionMethod
Feb-27-2012 NC REP USD 1.0 H
Feb-27-2012 O REP USD 1.0 H
Jan-31-2013 P REP
USD 1.0 H
Note:Formultipleclasscompanies,totalsharecountsareprimaryclassequivalent,andforforeigncompanieslistedasprimaryADRs,totalsharecountsareADR-equivalent.
Under Armour, Inc. (NYSE:UA) > Financials > Cash Flow

Cash Flow For the Fiscal Period Ending Currency Net Income Depreciation&Amort. Amort.ofGoodwillandIntangibles Depreciation & Amort., Total (Gain)LossFromSaleOfAssets AssetWritedown&RestructuringCosts Stock-BasedCompensation Provision&Write-offofBaddebts OtherOperatingActivities ChangeinAcc.Receivable ChangeInInventories ChangeinAcc.Payable ChangeinInc.Taxes ChangeinOtherNetOperatingAssets Cash from Ops. CapitalExpenditure SaleofProperty,Plant,andEquipment CashAcquisitions Divestitures Sale(Purchase)ofIntangibleassets Invest.inMarketable&EquitySecurt. Net(Inc.)Dec.inLoansOriginated/Sold OtherInvestingActivities Cash from Investing ShortTermDebtIssued Long-TermDebtIssued Total Debt Issued
12 months Dec-31-2007 USD 52.6 13.1 1.5 14.6 4.2 4.6 (7.5) (24.2) (84.0) 11.9 3.5 9.8 (14.6) (34.0) (0.1) 0 (34.1) 14.0 11.8 25.8
12 months Dec-31-2008 USD 38.2 19.7 1.6 21.3 0.0 8.5 11.4 2.6 (19.5) 17.0 2.5 (12.5) 69.5 (38.6) 0.0 (0.6) (2.9) (42.1) 40.0 13.2 53.2
12 months Dec-31-2009 USD 46.8 26.3 1.9 28.2 0.0 12.9 (8.8) 3.8 33.0 (4.4) (6.1) 13.5 119.0 (19.8) 0 (19.9) 7.6 7.6
12 months Dec-31-2010 USD 68.5 29.3 2.0 31.3 0.0 16.2 (6.7) (32.3) (65.2) 16.2 5.0 17.2 50.1 (30.2) (11.1) (0.5) (41.8) 5.3 5.3
12 months Dec-31-2011 USD 96.9 33.4 2.9 36.3 0.0 (3.3) 18.1 13.2 (33.9) (114.6) 17.2 4.6 (19.2) 15.2 (79.4) (3.9) (6.2) (89.4) 30.0 30.6 60.6
Press Release 12 months USD Dec-31-2012 128.8 43.1 43.1 0.5 19.8 (1.5) (53.4) 4.7 35.4 4.5 17.9 199.8 (50.7) 3.7 (46.9) 50.0 50.0
ShortTermDebtRepaid Long-TermDebtRepaid Total Debt Repaid IssuanceofCommonStock Total Dividends Paid SpecialDividendPaid OtherFinancingActivities Cash from Financing ForeignExchangeRateAdj. Net Change in Cash Supplemental Items CashInterestPaid CashTaxesPaid LeveredFreeCashFlow UnleveredFreeCashFlow ChangeinNetWorkingCapital NetDebtIssued FilingDate RestatementType CalculationType Currency ExchangeRate ConversionMethod
(14.0) (3.8) (17.8) 3.2 6.9 18.1 0.5 (30.1)
(15.0) (7.0) (22.0) 2.0 2.1 35.4 (1.4) 61.5
(25.0) (8.0) (33.0) 5.1 3.8 (16.5) 2.6 85.3 (9.5)
(9.5)
(30.0) (7.4) (37.4) 14.6 7.9 45.8 (0.1) (28.5) (69.3)
(69.3)
7.3 4.2 7.2 1.0 16.6
14.8 16.9 12.3 1.3 166.5
0.5 30.5 (46.2) (45.7) 84.4 8.1 Feb-25-2010 NC REP USD 1.0 H
1.4 29.6 34.6 35.5 3.2 31.3 Feb-24-2011 NC REP USD 1.0 H
1.3 40.8 117.0 118.5 (43.9) (25.4) Feb-27-2012 NC REP USD 1.0 H
1.0 38.8 26.3 27.7 59.9 (4.3) Feb-27-2012 NC REP USD 1.0 H
2.3 56.9 (53.6) (51.2) 127.9 23.2 Feb-27-2012 O REP USD 1.0 H
NA NA 158.4 161.6 (18.9) (19.3) Jan-31-2013 P REP
USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Multiples

View: Order: Data LatestonRight Frequency: Decimals: Quarterly CapitalIQ(Default)
Multiples Detail For Quarter Ending TEV/LTM Total Revenue Average High Low Close TEV/NTM Total Revenues Average High Low Close TEV/LTM EBITDA Average High Low Close TEV/NTM EBITDA Average High Low Close TEV/LTM EBIT Average High Low Close P/LTM EPS Average High Low Close P/NTM EPS Average High Low Mar-30-2012 2.99x 3.43x 2.51x 3.25x 2.42x 2.81x 2.12x 2.67x 22.40x 25.37x 18.58x 24.08x 17.55x 20.22x 15.45x 19.19x 27.49x 31.03x 22.72x 29.45x 46.95x 53.49x 39.68x 50.81x 37.06x 42.63x 32.87x Jun-29-2012 3.29x 3.57x 2.98x 3.17x 2.69x 2.93x 2.43x 2.58x 24.77x 27.01x 22.56x 23.96x 19.54x 21.21x 17.76x 18.67x 30.44x 33.23x 27.76x 29.48x 51.65x 56.11x 46.92x 49.80x 40.31x 43.72x 36.43x Sep-28-2012 3.51x 3.82x 3.05x 3.55x 2.85x 3.09x 2.48x 2.87x 27.34x 30.01x 23.05x 27.88x 20.76x 22.50x 17.97x 20.91x 33.90x 37.27x 28.37x 34.64x 57.88x 63.78x 47.94x 59.32x 42.85x 46.64x 36.99x Dec-31-2012 3.19x 3.77x 2.82x 2.88x 2.59x 3.05x 2.30x 2.36x 24.78x 29.62x 21.73x 22.25x 18.81x 22.10x 16.73x 17.13x 30.59x 36.80x 26.74x 27.38x 51.70x 62.97x 44.94x 45.99x 38.29x 45.86x 33.84x Feb-26-2013 2.75x 2.95x 2.51x 2.56x 2.26x 2.41x 2.07x 2.11x 20.71x 22.77x 18.30x 18.67x 16.31x 17.54x 14.76x 15.05x 25.26x 28.03x 22.07x 22.52x 43.13x 47.06x 38.59x 39.28x 34.09x 36.34x 32.15x
Close P/LTM Normalized EPS Average High Low Close P/BV Average High Low Close P/Tangible BV Average High Low Close TEV/LTM Unlevered FCF Average High Low Close Market Cap/LTM Levered FCF Average High Low Close
Averagemultiplesarecalculatedusingpositiveclosevaluesoneachtradingdaywithinthefrequencyperiodsselected.Negativevaluesareexcludedfromthecalculation.WhentheMultiplesarenotmeaningful,duetonegativevalues,thenthe Whenamismatchexistsbetweenthecurrencyoftheequitylistingandthereportedfinancialresultssuchresultsaretranslatedintothecurrencyofthelistingattheexchangerateapplicableonthefinancialperiodenddate.
Under Armour, Inc. (NYSE:UA) > Financials > Historical Capitalization

In Millions of USD, except per share items. Frequency: Currency: Units: Quarterly USDollar Order: Conversion: Decimals: LatestonRight Historical CapitalIQ(Default)
Historical Capitalization Balance Sheet as of: Pricing as of* Currency Capitalization Detail SharePrice SharesOut. Market Capitalization -Cash&ShortTermInvestments +TotalDebt +Pref.Equity +TotalMinorityInterest = Total Enterprise Value (TEV) BookValueofCommonEquity +Pref.Equity +TotalMinorityInterest +TotalDebt = Total Capital Currency ExchangeRate ConversionMethod *Pricingasofthefilingdateofthebalancesheetperiodend date.ForTEVcalculationpurposesonthispageCapitalIQonly **Forcompaniesthathavemultipleshareclassesthatpublicly usesbalancesheetcomponentsfromtheoriginalfilingthatis trade,weareincorporatingthedifferentpricestocalculateour publiclyavailableasofagivenpricingdateanddoesnotuse companylevelmarketcapitalization.Pleaseclickonthevalueto restatedbalancesheetdatafromalaterfiling.Inthecases seethedetailedcalculation.Pricesshownonthispagearethe whereacompanydidnotdisclosebalancesheetvaluesfora closepriceofthecompanysprimarystockclass.Sharesshown Financialdataprovidedby particularperiod,TEViscalculatedusingbalancesheet onthispagearetotalcompanyas-reportedsharevalues. componentsfromthelastreportedbalancesheetasofthisdate. Thetableaboveisorganizedalongperiodenddates.
Jun-30-2011 Aug-05-2011 USD $31.32 103.1 3,229.4 119.7 36.9 3,146.6 538.5 36.9 575.3 USD 1.0 H
Sep-30-2011 Nov-04-2011 USD $42.15 103.4 4,359.4 67.9 109.5 4,401.1 592.1 109.5 701.6 USD 1.0 H
Dec-31-2011 Feb-27-2012 USD $43.58 103.5 4,511.9 175.4 77.7 4,414.2 636.4 77.7 714.2 USD 1.0 H
Mar-31-2012 May-04-2012 USD $48.27 104.3 5,032.4 107.1 75.8 5,001.1 674.1 75.8 749.9 USD 1.0 H
Jun-30-2012 Aug-06-2012 USD $57.67 104.5 6,024.4 142.9 73.9 5,955.3 689.1 73.9 763.0 USD 1.0 H
Sep-30-2012 Nov-08-2012 USD $50.51 104.7 5,286.0 157.0 72.2 5,201.2 758.4 72.2 830.6
USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Capital Structure Summary
In Millions of USD, except ratios and % of Total values. Restatement: Currency: Units: Order: LatestFilings USDollar LatestonRight Period Type: Conversion: Decimals: Annual Historical CapitalIQ(Default)
Capital Structure Data For the Fiscal Period Ending Currency Units TotalDebt TotalCommonEquity Total Capital Currency ExchangeRate ConversionMethod
12 months Dec-31-2011 USD Millions 77.7 636.4 714.2 % of Total 10.9% 89.1% 100.0%
USD 1.0 H
Debt Summary Data For the Fiscal Period Ending Currency Units TotalRevolvingCredit TotalTermLoans TotalCapitalLeases Total Principal Due TotalAdjustments Total Debt Outstanding Available Credit UndrawnRevolvingCredit Total Undrawn Credit Additional Totals TotalCash&STInvestments
12 months Dec-31-2010 USD Millions 0 15.9 15.9 15.9 % of Total 0.0% 100.0% 100.0% 100.0%
300.0 300.0
187.3
203.9
175.4
NetDebt TotalSeniorDebt Curr.Port.ofLTDebt/Cap.Leases Long-TermDebt(Incl.Cap.Leases) TotalBankDebt TotalSecuredDebt SeniorSecuredLoans TotalSeniorSecuredDebt TotalNon-RecourseDebt FixedRateDebt VariableRateDebt Credit Ratios NetDebt/EBITDA TotalDebt/EBITDA TotalSeniorDebt/EBITDA TotalSeniorSecured/EBITDA NetDebt/(EBITDA-CAPEX) TotalDebt/(EBITDA-CAPEX) TotalSeniorDebt/(EBITDA-CAPEX) TotalSeniorSecured/(EBITDA-CAPEX) Fixed Payment Schedule LTDebt(Incl.Cap.Leases)Due+1 LTDebt(Incl.Cap.Leases)Due+2 LTDebt(Incl.Cap.Leases)Due+3 LTDebt(Incl.Cap.Leases)Due+4 LTDebt(Incl.Cap.Leases)Due+5 LTDebt(Incl.Cap.Leases)Due,Next5Yrs Cap.LeasePaymentDue+1 Cap.LeasePaymentDue,Next5Yrs OperatingLeaseCommitmentDue+1 OperatingLeaseCommitmentDue+2 OperatingLeaseCommitmentDue+3 OperatingLeaseCommitmentDue+4 OperatingLeaseCommitmentDue+5 OperatingLeaseCommitmentDue,Next5Yrs OperatingLeaseCommitmentDue,After5Yrs ContractualObligationsDue+1 ContractualObligationsDue+2
(167.1) 20.2 9.3 10.9 20.1 20.2 20.1 20.2 20.1 0
100.0% 45.9% 54.1% 99.5% 100.0% 99.5% 100.0% 99.5% 0.0%
(187.9) 15.9 6.9 9.1 15.9 15.9 15.9 15.9 15.9 0
100.0% 43.1% 56.9% 100.0% 100.0% 100.0% 100.0% 100.0% 0.0%
(97.7) 77.7 6.9 70.8 77.7 77.7 77.7 77.7 38.2 77.7 0
100.0% 8.9% 91.1% 100.0% 100.0% 100.0% 100.0% 49.1% 100.0% 0.0%
NM 0.2x 0.2x 0.2x NM 0.2x 0.2x 0.2x
NM 0.1x 0.1x 0.1x NM 0.1x 0.1x 0.1x
NM 0.4x 0.4x 0.4x NM 0.6x 0.6x 0.6x
9.3 5.8 3.6 1.0 0.6 20.2 0.1 0.1 16.6 17.0 13.7 12.0 10.5 69.8 23.7 214.8 23.3
45.9% 28.5% 17.9% 4.8% 2.9% 100.0% -
6.9 4.8 2.1 1.5 0.7 15.9 19.5 16.6 14.8 13.4 11.3 75.6 20.1 400.4 39.3
43.1% 29.8% 12.9% 9.6% 4.5% 100.0% -
6.9 65.9 3.0 2.0 77.7 22.9 23.5 26.0 25.0 18.7 116.1 69.0 341.6 44.7
8.9% 84.8% 3.8% 2.5% 100.0% -
ContractualObligationsDue+3 ContractualObligationsDue+4 ContractualObligationsDue+5 ContractualObligationsDue,Next5Yrs ContractualObligationsDue,After5Yrs TotalContractualObligations Interest Rate Data W/Avg.InterestRate-Long-termDebt FilingDate Currency ExchangeRate ConversionMethod
10.5 6.6 4.1 259.3 4.2 263.5
32.8 29.7 18.9 521.1 3.5 524.6
44.7 13.1 13.1 457.3 1.0 458.2
5.9% Feb-27-2012 USD 1.0 H
5.3% Feb-27-2012 USD 1.0 H
3.5% Feb-27-2012 USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Capital Structure Details
Principal Due in Millions of USD. Period Type: Currency: Units: Annual USDollar Source: Conversion: Decimals: A2011filedFeb-27-2012 Historical CapitalIQ(Default)
FY 2011 (Dec-31-2011) Capital Structure As Reported Details Description LongTermLoanAgreements withVariousLenders NonrecourseLoanSecured byaMortgage RevolvingCreditFacility TermLoan Type TermLoans TermLoans RevolvingCredit TermLoans PrincipalDue(USD) 14.5 38.2 25.0 Coupon/Base Rate 3.800% 6.730% 1.500% 1.600% FloatingRate NA NA VariousBenchmarks NA Maturity 2015 Mar-01-2013 Mar-01-2015 Mar-01-2015 Seniority Senior Senior Senior Senior Secured Yes Yes Yes Yes
*PrincipalDuevaluestranslatedintoUSDatanexchangerateof1.000USD/USDonDec-31-2011.
FY 2010 (Dec-31-2010) Capital Structure As Reported Details Description LongTermLoanAgreements withVariousLenders RevolvingCreditFacility Type TermLoans RevolvingCredit PrincipalDue(USD) 15.9 Coupon/Base Rate 3.800% 5.900% FloatingRate NA VariousBenchmarks Maturity 2015 Jan-01-2012 Seniority Senior Senior Secured Yes Yes
*PrincipalDuevaluestranslatedintoUSDatanexchangerateof1.000USD/USDonDec-31-2010. Financialdataprovidedby
Convertible No No No No
Repaym entUSD Currenc USD y USD USD
Convertible No No
Repaym entUSD Currenc USD y
Under Armour, Inc. (NYSE:UA) > Financials > Ratios

Restatement: Order: LatestFilings LatestonRight Period Type: Decimals: Annual CapitalIQ(Default)
Ratios For the Fiscal Period Ending Profitability ReturnonAssets% ReturnonCapital% ReturnonEquity% ReturnonCommonEquity% Margin Analysis GrossMargin% SG&AMargin% EBITDAMargin% EBITAMargin% EBITMargin% EarningsfromCont.OpsMargin% NetIncomeMargin% NetIncomeAvail.forCommonMargin% NormalizedNetIncomeMargin% LeveredFreeCashFlowMargin% UnleveredFreeCashFlowMargin% Asset Turnover TotalAssetTurnover FixedAssetTurnover AccountsReceivableTurnover InventoryTurnover Short Term Liquidity CurrentRatio QuickRatio CashfromOps.toCurr.Liab. Avg.DaysSalesOut. Avg.DaysInventoryOut. Avg.DaysPayableOut. Avg.CashConversionCycle
12 months Dec-31-2007 15.9% 20.9% 21.2% 21.1%
12 months Dec-31-2008 10.9% 14.3% 12.5% 12.4%
12 months Dec-31-2009 10.3% 13.4% 12.8% 12.7%
12 months Dec-31-2010 11.5% 15.1% 15.3% 15.1%
12 months Dec-31-2011 12.8% 16.6% 17.1% 17.0%
Press Release 12 months Dec-31-2012 12.6% 16.4% 17.7% 17.7%
50.3% 27.9% 16.6% 14.5% 14.2% 8.7% 8.7% 8.6% 9.2% (7.6%) (7.5%)
48.7% 30.0% 13.6% 10.8% 10.6% 5.3% 5.3% 5.2% 6.0% 4.8% 4.9%
47.9% 29.6% 13.3% 10.2% 10.0% 5.5% 5.5% 5.4% 6.0% 13.7% 13.8%
49.9% 30.2% 13.5% 10.7% 10.6% 6.4% 6.4% 6.4% 6.4% 2.5% 2.6%
48.4% 28.6% 13.5% 11.2% 11.1% 6.6% 6.6% 6.5% 6.7% (3.6%) (3.5%)
47.9% 36.5% 13.7% 11.4% 11.4% 7.0% 7.0% 7.0% 6.9% 8.6% 8.8%
1.8x 14.7x 7.3x 2.4x
1.7x 11.5x 8.3x 2.1x
1.7x 11.7x 10.7x 2.7x
1.7x 14.3x 11.7x 2.9x
1.8x 12.5x 12.5x 2.8x
1.8x 10.8x 11.9x 3.0x
3.4x 1.4x NM 49.8 149.6 46.1 153.2
3.0x 1.4x 0.5x 44.1 171.3 60.1 155.3
3.7x 2.2x 1.0x 34.2 135.2 62.4 107.0
3.7x 2.1x 0.3x 31.1 124.5 46.6 109.0
3.8x 1.7x 0.1x 29.3 129.6 38.9 120.0
3.6x 2.1x 0.8x 30.9 123.3 47.0 107.1
Long Term Solvency TotalDebt/Equity TotalDebt/Capital LTDebt/Equity LTDebt/Capital TotalLiabilities/TotalAssets EBIT/InterestExp. EBITDA/InterestExp. (EBITDA-CAPEX)/InterestExp. TotalDebt/EBITDA NetDebt/EBITDA TotalDebt/(EBITDA-CAPEX) NetDebt/(EBITDA-CAPEX) AltmanZScore Growth Over Prior Year TotalRevenue GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow UnleveredFreeCashFlow DividendperShare Compound Annual Growth Rate Over Two Years TotalRevenue 46.9% 29.8% 18.8% 21.1% 31.1% 31.3% 40.8% 41.5% 51.2% 52.6% 51.6% 34.8% 34.8% 50.7% 32.9% 30.1% 105.0% 74.9% 35.0% 32.7% 30.8% NM 124.7% NM NM NA 19.6% 15.7% (2.6%) (10.5%) (10.8%) (27.3%) (27.3%) (21.5%) (27.6%) (13.1%) 9.7% 40.5% 24.8% 18.8% 18.0% NM 13.6% NM NM NA 18.1% 16.2% 15.5% 11.0% 10.9% 22.4% 22.4% 17.9% 21.1% (2.4%) (18.5%) (0.8%) 11.9% 21.1% 20.8% 71.2% (48.6%) 238.1% 233.5% NA 24.2% 29.4% 26.6% 31.2% 31.8% 46.4% 46.4% 32.2% 45.7% 28.6% 45.0% 4.4% 23.8% 25.0% 24.2% (57.9%) 52.1% (77.5%) (76.6%) NA 38.4% 34.4% 38.6% 44.9% 44.9% 41.5% 41.5% 44.0% 38.1% 31.4% 50.6% 109.0% 36.1% 28.0% 28.1% (69.6%) 163.0% NM NM NA 24.6% 23.4% 26.5% 26.0% 28.2% 32.9% 32.9% 29.7% 30.8% 30.9% (1.6%) 13.6% 25.9% 28.8% 28.4% 1,212.7% (36.2%) NM NM NA 5.1% 4.9% 3.5% 3.3% 28.2% 114.9x 134.3x 89.1x 0.1x NM 0.2x NM 17.05 13.8% 12.1% 4.0% 3.5% 32.1% 51.7x 66.1x 40.1x 0.5x NM 0.8x NM 9.13 5.1% 4.8% 2.7% 2.6% 26.7% 34.9x 46.4x 38.3x 0.2x NM 0.2x NM 8.05 3.2% 3.1% 1.8% 1.8% 26.4% 48.7x 62.3x 49.2x 0.1x NM 0.1x NM 9.86 12.2% 10.9% 11.1% 9.9% 30.8% 42.0x 51.4x 30.9x 0.4x NM 0.6x NM 11.09 7.6% 7.0% 6.5% 6.0% 29.4% 40.3x 48.6x 38.8x 0.2x NM 0.3x NM NA
GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow UnleveredFreeCashFlow DividendperShare Compound Annual Growth Rate Over Three Years TotalRevenue GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow
49.8% 54.3% 56.6% 55.2% 63.3% 63.3% 64.3% 70.8% 32.7% 76.0% 58.4% 38.5% 34.8% 36.4% NM 76.6% NM NM NA
28.0% 21.3% 16.8% 16.3% (1.0%) (1.0%) 8.8% (1.9%) 6.4% 50.0% 56.8% 29.8% 25.6% 24.3% 154.9% 59.8% 676.8% 485.1% NA
16.0% 6.1% (0.3%) (0.6%) (5.7%) (5.7%) (3.8%) (6.4%) (7.9%) (5.4%) 18.0% 18.2% 20.0% 19.4% NM (23.6%) NM NM NA
22.6% 20.9% 20.7% 20.9% 33.8% 33.8% 24.8% 32.8% 12.0% 8.7% 1.7% 17.7% 23.1% 22.5% (15.1%) (11.6%) (12.9%) (11.7%) NA
31.8% 32.4% 37.9% 38.2% 43.9% 43.9% 38.0% 41.8% 30.0% 47.8% 47.7% 29.8% 26.5% 26.1% (64.2%) 100.0% NM NM NA
28.7% 32.4% 35.1% 36.3% 37.1% 37.1% 36.7% 34.4% 31.2% 21.8% 54.1% 30.9% 28.4% 28.2% 99.7% 29.5% 145.6% 141.5% NA
43.5% 47.3% 52.3% 51.2% 50.4% 47.7% 47.7% 54.6% 39.1% 34.4% 51.2% 54.4% 52.1% 134.5% 136.4% NM 57.3% NM
37.2% 37.5% 32.4% 29.9% 29.0% 24.7% 24.7% 28.5% 28.3% 15.2% 50.4% 52.2% 33.8% 29.2% 30.0% 63.9% 52.5% 435.1%
25.7% 23.9% 19.4% 14.9% 14.4% 6.3% 6.3% 11.7% 5.2% 3.4% 22.4% 34.6% 23.5% 24.1% 23.1% 123.2% 9.5% 488.7%
20.6% 20.3% 12.5% 9.2% 9.2% 9.2% 9.2% 6.9% 8.5% 2.9% 9.0% 13.3% 20.0% 21.6% 21.0% NM (3.9%) NM
26.6% 26.4% 26.5% 28.3% 28.4% 36.4% 36.4% 30.9% 34.5% 18.1% 21.2% 29.3% 23.5% 24.7% 24.3% (39.7%) 27.2% NM
28.9% 28.9% 30.4% 33.8% 34.8% 40.1% 40.1% 35.1% 38.0% 30.3% 29.1% 35.4% 28.5% 27.2% 26.9% 18.8% 36.7% 10.6%
UnleveredFreeCashFlow DividendperShare Compound Annual Growth Rate Over Five Years TotalRevenue GrossProfit EBITDA EBITA EBIT EarningsfromCont.Ops. NetIncome NormalizedNetIncome DilutedEPSbeforeExtra AccountsReceivable Inventory NetPP&E TotalAssets TangibleBookValue CommonEquity CashfromOps. CapitalExpenditures LeveredFreeCashFlow UnleveredFreeCashFlow DividendperShare
NM NA
152.1% NA
385.1% NA
NM NA
NM NA
10.9% NA
65.0% 67.4% 85.1% 82.1% 82.1% 80.2% 80.2% 91.9% 67.3% NA NA NA NA NA NA NM 159.1% NA NA NA
44.4% 47.4% 54.6% 50.7% 50.5% 46.1% 46.1% 55.3% 38.3% 28.4% 52.8% 77.9% 54.9% 94.0% 94.6% NM 76.0% NA NA NA
33.1% 33.9% 31.8% 28.0% 27.4% 23.4% 23.4% 27.9% 18.7% 15.6% 25.3% 38.7% 37.5% 79.4% 79.9% NM 17.9% NM NM NA
30.5% 31.3% 27.7% 26.1% 25.7% 28.3% 28.3% 27.0% 30.1% 13.9% 32.1% 29.5% 27.1% 26.7% 26.9% 26.0% 22.6% 158.9% 65.7% NA
27.9% 27.0% 24.4% 23.6% 23.4% 20.0% 20.0% 21.6% 18.6% 13.3% 32.0% 39.7% 26.0% 25.0% 24.3% 7.3% 39.3% NM NM NA
24.8% 23.6% 20.1% 18.9% 19.3% 19.6% 19.6% 18.0% 18.2% 13.4% 14.0% 28.1% 24.3% 24.3% 23.8% NM 8.3% NM NM NA
Under Armour, Inc. (NYSE:UA) > Financials > Supplemental

Supplemental For the Fiscal Period Ending Currency Options Outstanding - Class A OptionsOut.attheBeginningofthePeriod OptionsGrantedDuringthePeriod OptionsExercisedDuringthePeriod OptionsCancelledDuringthePeriod OptionsOut.attheEndofthePeriod W/Avg.StrikePriceofOut.attheEndofthePeriod W/Avg.StrikePriceofGranted Options Outstanding - All Classes OptionsOut.attheBeginningofthePeriod OptionsGrantedDuringthePeriod OptionsExercisedDuringthePeriod OptionsCancelledDuringthePeriod OptionsOut.attheEndofthePeriod Warrants Outstanding - Class A WarrantsOut.attheEndofthePeriod Warrants Outstanding - All Classes WarrantsOut.attheEndofthePeriod Stock Based Compensation StockOptionsComp.Exp.,BeforeTax StockBasedComp.Exp.,BeforeTax StockBasedComp.Exp.,AfterTax Loss Carry Forward Related Items TaxBenefitC/F,AfterFiveYears TotalTaxBenefitC/F
12 months Dec-31-2007 USD 5.5 0.1 1.3 0.1 4.3 $4.12 $22.56
12 months Dec-31-2008 USD 4.3 1.2 0.5 0.1 4.9 $7.96 $18.98
12 months Dec-31-2009 USD 4.9 2.7 1.7 0.3 5.7 $9.01 $7.27
12 months Dec-31-2010 USD 5.7 2.9 1.6 1.0 5.9 $12.66 $14.66
12 months Dec-31-2011 USD 5.9 0.2 1.1 0.2 4.8 $14.0 $36.05
Press Release 12 months USD Dec-31-2012 -
5.5 0.1 1.3 0.1 4.3
4.3 1.2 0.5 0.1 4.9
4.9 2.7 1.7 0.3 5.7
5.7 2.9 1.6 1.0 5.9
5.9 0.2 1.1 0.2 4.8
1.0
1.0
4.2 2.5
8.5 4.6
12.9 -
6.2 16.2 -
7.5 18.1 -
19.8 -
4.5 4.5
1.4 1.4
1.8 1.8
1.8 1.8
Max.YearforTaxBenefitC/F Adoption of FIN 48 Related Items ImpactonRetainedEarnings UnrecognizedTaxBenefits-BeginningofPeriod IncreaseinUnrecog.TaxBenefits-CurrentYr. SettlementswithTaxAuthorities LapseofStatuteofLimitations Unrecognized Tax Benefits - End of Period InterestandPenaltiesRecog.onIS-BeforeTax InterestandPenaltiesRecog.onBS-BeforeTax Unrecog.TaxBenefitImpactingEffectiveTaxRate Capitalized Interest Data InterestCapitalized,Beg.OfPeriod InterestCapitalized,EndOfPeriod Fair Value Measurements Level2Assets-ObservablePrices FairValueofAssets Level2Liabilities-ObservablePrices FairValueofLiabilities FilingDate Currency ExchangeRate ConversionMethod
2021
(1.2) 1.5 0.3 1.8 0.2 0.8 -
1.8 0.3 (0.4) 1.7 0.2 0.8 -
1.7 1.2 0 (0.2) 2.6 0.2 0.9 -
2.6 2.6 (0.1) 5.2 0.3 1.3 -
5.2 5.0 (0.3) 9.8 0.4 1.4 8.9
0.7
0.7 0.7
Feb-25-2010 USD 1.0 H
Feb-24-2011 USD 1.0 H
Feb-27-2012 USD 1.0 H
Feb-27-2012 USD 1.0 H
3.9 3.9 4.1 4.1 Feb-27-2012 USD 1.0 H
Jan-31-2013 USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Industry Specific

Industry Specific For the Fiscal Period Ending Currency Retail Specific Data StoresOpened TotalStores GrossMargin OperatingMargin RetailRevenues TotalRetailSq.Ft.(Gross) Owned / Operated Store Data Owned/OperatedStoresOpened TotalOwned/OperatedStores FilingDate Currency ExchangeRate ConversionMethod
12 months Dec-31-2007 USD 1 50.3% 14.2% 582.5 -
12 months Dec-31-2008 USD 48.7% 10.6% 695.3 -
12 months Dec-31-2009 USD 47.9% 10.0% 823.1 -
12 months Dec-31-2010 USD 49.9% 10.6% 1,024.6 -
12 months Dec-31-2011 USD 86 48.4% 11.1% 1,436.1 435,000
Press Release 12 months USD Dec-31-2012 47.9% 11.4% 1,790.1 -
1 Feb-25-2010 USD 1.0 H
Feb-24-2011 USD 1.0 H
Feb-27-2012 USD 1.0 H
Feb-27-2012 USD 1.0 H
86 Feb-27-2012 USD 1.0 H
Jan-31-2013 USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Pension/OPEB

Pension/OPEB For the Fiscal Period Ending Currency Pension Information - Total Defined Benefit Net Periodic Cost Def.ContributionPlanCost Total Pension Expense Currency ExchangeRate ConversionMethod
Press Release 12 months USD Dec-31-2012
0.9 0.9 USD 1.0 H
1.1 1.1 USD 1.0 H
1.3 1.3 USD 1.0 H
1.2 1.2 USD 1.0 H
1.8 1.8 USD 1.0 H
USD 1.0 H
Under Armour, Inc. (NYSE:UA) > Financials > Segments

In Millions of USD. View By: Period Type: Currency: Units: LineItems Annual USDollar Restatement: Order: Conversion: Decimals: LatestFilings LatestonRight Historical CapitalIQ(Default)
Business Segments For the Fiscal Period Ending Currency Revenues Total Revenues Gross Profit Before Tax
Restated 12 months USD Dec-31-2007
Restated 12 months USD Dec-31-2008 725.2 725.2
Reclassified 12 months USD Dec-31-2009 856.4 856.4
12 months Dec-31-2010 USD 1,063.9 1,063.9
12 months Dec-31-2011 USD 1,472.7 1,472.7
Press Release 12 months USD Dec-31-2012 1,834.9 1,834.9
Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 606.6 606.6
Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 305.0 Total Gross Profit Before Tax Operating Profit Before Tax Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 86.3 Total Operating Profit Before Tax Interest Expense Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories (0.8) Total Interest Expense Net Profit Before Tax Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 89.0 Total Net Profit Before Tax Tax Expense Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 36.5 Total Tax Expense Net Profit After Tax Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 52.6 Total Net Profit After Tax Assets Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 390.6 Total Assets 390.6 52.6 36.5 89.0 (0.8) 86.3 305.0
353.0 353.0
410.1 410.1
530.5 530.5
712.8 712.8
879.3 879.3
76.9 76.9
85.3 85.3
112.4 112.4
162.8 162.8
208.7 208.7
(1.5) (1.5)
(2.4) (2.4)
(2.3) (2.3)
(3.9) (3.9)
(5.2) (5.2)
69.9 69.9
82.4 82.4
108.9 108.9
156.9 156.9
203.4 203.4
31.7 31.7
35.6 35.6
40.4 40.4
59.9 59.9
74.7 74.7
38.2 38.2
46.8 46.8
68.5 68.5
96.9 96.9
128.8 128.8
487.6 487.6
545.6 545.6
675.4 675.4
919.2 919.2
1,157.1 1,157.1
Depreciation & Amortization Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories 14.6 Total Depreciation & Amortization Capital Expenditure Development,MarketingandDistributionofBrandedPerformanceApparel,FootwearandAccessories (34.1) Total Capital Expenditure FilingDate Currency ExchangeRate ConversionMethod USD 1.0 H Feb-25-2010 USD 1.0 H (34.1) Feb-24-2011 USD 1.0 H (39.2) (39.2) Feb-27-2012 USD 1.0 H (19.8) (19.8) Feb-27-2012 USD 1.0 H (30.2) (30.2) Feb-27-2012 USD 1.0 H (79.4) (79.4) Jan-31-2013 (50.7) (50.7) 14.6 21.3 21.3 28.2 28.2 31.3 31.3 36.3 36.3 43.1 43.1
Geographic Segments For the Fiscal Period Ending Currency Revenues NorthAmerica OtherForeignCountries UnitedStates Canada Total Revenues Operating Profit Before Tax NorthAmerica OtherForeignCountries Total Operating Profit Before Tax Assets NorthAmerica OtherForeignCountries UnitedStates Total Assets FilingDate Currency ExchangeRate
Restated 12 months USD Dec-31-2007 20.8 562.4 23.4 606.6
Restated 12 months USD Dec-31-2008 692.4 32.9 725.2
Reclassified 12 months USD Dec-31-2009 808.0 48.4 856.4
12 months Dec-31-2010 USD 997.8 66.1 1,063.9
12 months Dec-31-2011 USD 1,383.3 89.3 1,472.7
Press Release 12 months USD Dec-31-2012 1,726.7 108.2 1,834.9
76.3 0.6 76.9
83.2 2.0 85.3
102.8 9.5 112.4
150.6 12.2 162.8
390.6 390.6 Feb-25-2010 USD 1.0
487.6 487.6 Feb-24-2011 USD 1.0
493.7 51.9 545.6 Feb-27-2012 USD 1.0
613.5 61.9 675.4 Feb-27-2012 USD 1.0
842.1 77.1 919.2 Feb-27-2012 USD 1.0
Jan-31-2013 USD 1.0
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Under Armour, Inc.

(NYSE:UA) > Public Company Profile

Primary Industry Classification Apparel, Accessories and Luxury Goods

NYSE:UA - Common Stock

4,979.7 TEV/Total Revenue

Under Armour, Inc. (NYSE:UA) > Public Company Profile

Company Notes No Company Notes exist.

Under Armour, Inc. (NYSE:UA) > Public Company Profile

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA) > Public Company Profile

Primary Industry Classification Apparel, Accessories and Luxury Goods

NYSE:UA - Common Stock

4,979.7 TEV/Total Revenue

Under Armour, Inc. (NYSE:UA) > Public Company Profile

Company Notes No Company Notes exist.

Under Armour, Inc. (NYSE:UA) > Public Company Profile

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA)

Business Description / Color Notes

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA)

Public Ownership Summary

Valuation Multiples based on Current Capitalization

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA)

% of CSO 20.330 3.462 0.108 0.099 0.086

Top 25 Holders (Institutions)

Coltharp, Douglas E. Krongard J.D., Alvin B. Stafford, Henry B. Maurath, Karl-Heinz

64,707 61,731 53,760 50,000

0.062 0.059 0.051 0.048

3.1 2.9 2.6 2.4

Top 25 Holders (By Funds)

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA)

Franklin Advisers, Inc. T. Rowe Price Associates, Inc. Rosewood Capital

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA)

Summary Public Offerings/Shelf Registrations

Under Armour, Inc. (NYSE:UA)

Under Armour, Inc. (NYSE:UA)

Synopsis: Pre-Deal Situation: Deal Resolution: -

Under Armour, Inc. (NYSE:UA)

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA)

Transaction Dates: May-09-2006 (Under Armour, Inc.) 1 246.95 May-09-2006

Date Created: Feb-27-2013

Under Armour, Inc. (NYSE:UA)

AND1 Ready For Legendary Comeback [Forbes] Forbes Feb-27-2013 07:02 PM

Under Armour, Inc. (NYSE:UA)

Under Armour, Inc. (NYSE:UA)

Under Armour, Inc. (NYSE:UA)

Under Armour, Inc. (NYSE:UA)

Under Armour, Inc. (NYSE:UA)

Under Armour, Inc. (NYSE:UA)

Under Armour, Inc. (NYSE:UA)

* denotes proprietary relationship information.

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Date Created: Feb-27-2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10- K/A