Under Armour 2011 Annual Report Download

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Table of contents

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    2011 UNDER ARMOUR ANNUAL REPORT UA VISION:

  • Page 4
    ... and the next, like Patriots QB Tom Brady and NFL Offensive Rookie of the Year Cam Newton. We ended the year with 80 Factory House outlet stores in the U.S. and our footwear business topped the $180 million mark. While our success started on the American football field, we recognize that the lion...

  • Page 5
    ...to bring our innovative products to the world of football (soccer). A key growth driver for us in 2011 was our Direct-to-Consumer business, consisting of our Factory House and specialty stores and our global e-commerce business. Direct-to-Consumer net revenues grew 62 percent in 2011 and represented...

  • Page 6
    UA CHARGE RC STORM By combining our signature apparelbased advantages with our latest footwear innovations, we've delivered our most technical running shoe ever. With an extremely lightweight, water-resistant upper and a super-thin layer of ultraresponsive Micro G® cushioning, the UA Charge RC ...

  • Page 7
    ... No.) 1020 Hull Street Baltimore, Maryland 21230 (Address of principal executive offices) (Zip Code) (410) 454-6428 (Registrant's 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...

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    ... Item 1. 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 ...Item...

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    ..., we opened our first store in China in 2011. 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...

  • Page 12
    ... 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...

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    ... images. Sales and Distribution The majority of our sales are generated 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. In addition, we sell...

  • Page 14
    ... for at least 10% of our net revenues in 2011. Our direct to consumer sales are generated primarily through our specialty and factory house stores and websites. As of December 31, 2011, we had 80 factory house stores, of which the majority is located at outlet centers on the East Coast of the...

  • Page 15
    ... and New Zealand where we do not have direct sales operations. During 2011, we opened our first specialty store in Shanghai, China to begin to learn about the Chinese consumer. We generally distribute our products to our retail customers in Asia through a third-party logistics provider based out...

  • Page 16
    ...that meet 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...

  • Page 17
    ... 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...

  • Page 18
    ... 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...

  • Page 19
    ...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, global business; our ability to effectively develop and launch new, innovative and updated products...

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    ... 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...

  • Page 21
    ... 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...

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    ... 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...

  • Page 23
    ... 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...

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    ... 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...

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    ... 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 15

  • Page 26
    ...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...

  • Page 27
    ... 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. 17

  • Page 28
    ...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...

  • Page 29
    ...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...

  • Page 30
    ... 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 properties as of December 31, 2011 are set forth below: Location Use Approximate Square Feet Lease End Date Baltimore, MD...

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    ...the Board of Directors Chief Financial Officer Chief Operating Officer Senior Vice President of Footwear Senior Vice President of U.S. Sales Executive Vice President of Business Development Vice President, General Manager of E-Commerce Vice President of Retail Senior Vice President of Apparel Kevin...

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    ... August 2009 focusing on domestic and international business development opportunities. Prior to that, he served as Senior Vice President of Retail from March 2006 to July 2009 with responsibility for factory house and specialty stores and e-commerce, as Chief Administrative Officer from January...

  • Page 33
    ...Capital Resources and Liquidity" within Management's Discussion and Analysis and Note 7 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...

  • Page 34
    ... to the Consolidated Financial Statements for a further discussion on the warrants. Recent Sales of Unregistered Equity Securities On January 31, 2012, we issued 10.0 thousand shares of Class A Common Stock upon the exercise of previously granted stock options to an employee at an exercise price of...

  • Page 35
    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, 2006 through December 31, 2011. The ...

  • Page 36
    ... thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Form 10-K. (In thousands, except per share amounts) 2011 Year Ended December 31, 2010 2009 2008 2007 Net revenues Cost of goods sold Gross profit Selling, general and...

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    ... 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 websites. New...

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    ... 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...

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    ... forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues: (In thousands) 2011 Year Ended December 31, 2010 2009 Net revenues Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations...

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    ... 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...

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    ... 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...

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    ... and digital campaign costs, including media campaigns for specific customers and additional personnel costs. In addition, we incurred increased expenses for our performance incentive plan as compared to the prior year. As a percentage of net revenues, marketing costs decreased to 12.0% in 2010 from...

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    ...performance incentive plan as compared to the prior year. As a percentage of net revenues, selling costs increased to 8.9% in 2010 from 8.1% in 2009 primarily due to higher personnel and other costs incurred for the continued expansion of our factory house stores. Product innovation and supply chain...

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    ... 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. Year Ended December 31, 2010 Compared to Year Ended December 31, 2009 Net revenues...

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    ... revenues in the back half of the year. Our capital investments have included expanding our in-store 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...

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    ... sales growth due to higher input costs and increased safety stock in core product offerings and seasonal products; and 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 the last six months of 2011, related...

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    ...consumer sales channel, in-store 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 7 of the consolidated financial...

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    ... included covenants, conditions and other terms similar to our new credit facility. In May 2011, we borrowed $25.0 million under the term loan facility to finance a portion of the acquisition of our corporate headquarters. The interest rate on the term loan was 1.5% during the year ended December 31...

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    ... 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 we...

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    ... year ended December 31, 2011. (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 for our apparel, footwear and accessories...

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    ... 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...

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    ... 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 stock-based...

  • Page 53
    ...stock-based compensation. Recently Issued Accounting Standards In June 2011, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update which eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders' equity...

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    ... 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...

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    ..., an independent registered public accounting firm, as stated in their report which appears herein. /s/ KEVIN A. PLANK Kevin A. Plank President, Chief Executive Officer and Chairman of the Board of Directors Chief Financial Officer /s/ BRAD DICKERSON Brad Dickerson Dated: February 24, 2012 45

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    ... 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...

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    ... Common Stock, $.0003 1/3 par value; 11,250,000 shares authorized, issued and outstanding as of December 31, 2011, 12,500,000 shares authorized, issued and outstanding as of December 31, 2010. Additional paid-in capital Retained earnings Accumulated other comprehensive income Total stockholders...

  • Page 58
    Under Armour, Inc. and Subsidiaries Consolidated Statements of Income (In thousands, except per share amounts) Year Ended December 31, 2011 2010 2009 Net revenues Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations Interest expense, net Other expense,...

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    ...Subsidiaries Consolidated Statements of Stockholders' Equity and Comprehensive Income (In thousands) Accumulated Other Class B CompreClass A Convertible Additional hensive CompreTotal Common Stock Common Stock Paid-In Retained Unearned Compen- Income hensive Stockholders' Shares Amount Shares Amount...

  • Page 60
    ... 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...

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    ... 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...

  • Page 62
    ... 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...

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    ... on the derivative financial instrument's maturity date. Currently, the Company's 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 does not...

  • Page 64
    ...'s 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...

  • Page 65
    ... account for all stock-based compensation awards at fair value, the impact to net income and earnings per share for the years ended December 31, 2010 and 2009 would not have been material to its consolidated financial position or results of operations. The Company issues new shares of Class A Common...

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    ... forward exchange rate. Recently Issued Accounting Standards In June 2011, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update which eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders' equity...

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    ...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 recognized...

  • Page 68
    ...value. Lease-related intangible assets were acquired with the purchase of the Company's 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...

  • Page 69
    ... the Company's new credit facility. In May 2011, the Company borrowed $25.0 million under the term loan facility to finance a portion of the acquisition of the Company's corporate headquarters. The interest rate on the term loan was 1.5% during the year ended December 31, 2011. The maturity date of...

  • Page 70
    ... property. The acquisition of the Company's corporate headquarters was accounted for as a business combination, and the carrying value of the loan secured by the acquired property approximates fair value. The assumed loan had an original term of approximately ten years with a scheduled maturity date...

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    ... Marketing Commitments Within the normal course of business, the Company enters into contractual commitments in order to promote the Company's brand and products. These commitments include sponsorship agreements with teams and athletes on the collegiate and professional levels, official supplier...

  • Page 72
    ... sold or purchased at the current forward exchange rate. 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...

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    ...as compared to 2010, is primarily attributable to federal and state tax credits that reduced the effective tax rate in 2010, partially offset by the 2011 reversal of a valuation allowance established in 2010 against a portion of the Company's deferred tax assets related to foreign net operating loss...

  • Page 74
    ... based on the Company's forward-looking financial information during 2010. Therefore, a valuation allowance of $1.8 million was recorded against the Company's net deferred tax assets as of December 31, 2010. Based upon updated forward-looking financial information, during September 2011, the Company...

  • Page 75
    .... For each of the years ended December 31, 2011, 2010 and 2009, the Company recorded $0.4 million, $0.3 million and $0.2 million, respectively, for the accrual of interest and penalties in its consolidated statement of income. The Company files income tax returns in the U.S. federal jurisdiction...

  • Page 76
    ... for the issuance of stock options, restricted stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. In 2009, stockholders approved amendments to the 2005 Plan, including an increase in the maximum number of shares available for issuance under...

  • Page 77
    ... shares were purchased under the ESPP, respectively. Non-Employee Director Compensation Plan and Deferred Stock Unit Plan The Company's Non-Employee Director Compensation Plan (the "Director Compensation Plan") provides for cash compensation and equity awards to non-employee directors of the Company...

  • Page 78
    ... million performance-based stock options granted to officers and key employees under the 2005 Plan during the years ended December 31, 2010 and 2009, respectively. These performance-based stock options have a weighted average exercise price of $20.75, and a term of ten years. These performance-based...

  • Page 79
    ... ended December 31, 2011, 2010 and 2009, respectively. Shares of the Company's 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...

  • Page 80
    ... Company monitors the credit quality of these financial institutions and considers the risk of counterparty default to be minimal. 16. 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...

  • Page 81
    ...geographic distribution of the Company's 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...

  • Page 82
    ... shares of Class A Common Stock on a one-for-one basis in connection with a stock sale. Stock-Based Compensation In February 2012, 0.4 million performance-based restricted stock units were awarded to certain officers and key employees under the 2005 Plan. The performance-based restricted stock units...

  • Page 83
    ... 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...

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    ... 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item regarding directors is incorporated herein by reference from the 2012 Proxy Statement, under the headings "NOMINEES FOR ELECTION AT THE ANNUAL MEETING," "CORPORATE GOVERNANCE AND RELATED MATTERS: Audit...

  • Page 85
    ... Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2011 and 2010 Consolidated Statements of Income for the Years Ended December 31, 2011, 2010 and 2009 Consolidated Statements of Stockholders' Equity and Comprehensive Income...

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    ... the Company's Form 10-Q for the quarterly period ended March 31, 2010).* Amendment to Stock Option Awards Effective August 3, 2011.* Forms of Performance-Based Restricted Stock Unit Grant Agreement under the Amended and Restated 2005 Omnibus Long-Term Incentive Plan (filed herewith and incorporated...

  • Page 87
    ...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 Company's Form 10-Q for the quarterly period ended June 30, 2011).* Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (incorporated...

  • Page 88
    ... authorized. UNDER ARMOUR, INC. By: /s/ KEVIN A. PLANK Kevin A. Plank President, Chief Executive Officer and Chairman of the Board of Directors Dated: February 24, 2012 Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of...

  • Page 89
    ... Costs and Expenses Write-Offs Net of Recoveries Balance at End of Year Allowance for doubtful accounts For the year ended December 31, 2011 For the year ended December 31, 2010 For the year ended December 31, 2009 Sales returns and allowances For the year ended December 31, 2011 For the year ended...

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    ... BRA™ Leveraging years of research and development, we've solved every female athlete's toughest problem: finding the perfect sports bra. The Armour Bra™ features an innovative fit system that creates a customized, incredibly comfortable feel and technical fabrics that stretch, support, and...

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    TOTAL PROTECTION UA Storm technology is the next generation of protection. With this Charged Cotton® Storm hoody, we've taken the heavyweight warmth of the classic cotton sweatshirt and added UA Storm water-resistance so rain rolls right off.

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    INTRODUCING...THE UA HIGHLIGHT Inspired by the boxing shoes of some of the greatest champions of all time, we designed a cleat that delivers the impossible: support of a high-top with the weight of a low. No more tape for support. It's super-high, and ridiculously light. AVAILABLE SPRING 2012

  • Page 94
    ... VP, INTERNATIONAL & YOUTH PRODUCT STEVE SOMMERS VP, BRAND MANAGEMENT JOHN STANTON VP, CORPORATE GOVERNANCE & COMPLIANCE GWYN WIADRO VP, WOMEN'S APPAREL BOARD OF DIRECTORS KEVIN A. PLANK CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER AND PRESIDENT BYRON K. ADAMS, JR. CHIEF PERFORMANCE...

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    ...TO THE FUTURE...WE CONTINUE TO SEE MAJOR GROWTH OPPORTUNITIES IN ADDRESSING THE NEEDS OF FEMALE ATHLETES, INNOVATING AND REINVENTING THE FOOTWEAR INDUSTRY, AND EXPANDING OUR BUSINESS GLOBALLY TO TRULY EMPOWER ATHLETES EVERYWHERE. UNDER ARMOUR, INC. 1020 HULL STREET BALTIMORE, MD 21230 1.888.7ARMOUR