Obligation UnderArmour Inc. 3.25% ( US904311AA54 ) en USD

UnderArmour Inc.

100 % ▲

Etats-unis

US904311AA54 ( en USD )

3.25% par an ( paiement semestriel )

15/06/2026

Prospectus brochure de l'obligation Under Armour Inc US904311AA54 en USD 3.25%, échéance 15/06/2026

2 000 USD

600 000 000 USD

904311AA5

BB ( Spéculatif )

B1 ( Très spéculatif )

15/06/2026 ( Dans 75 jours )

Under Armour, Inc. est une société américaine de vêtements de sport qui conçoit, développe et commercialise des chaussures, des vêtements et des accessoires de performance.

L'Obligation émise par UnderArmour Inc. ( Etats-unis ) , en USD, avec le code ISIN US904311AA54, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2026

L'Obligation émise par UnderArmour Inc. ( Etats-unis ) , en USD, avec le code ISIN US904311AA54, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par UnderArmour Inc. ( Etats-unis ) , en USD, avec le code ISIN US904311AA54, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d197397d424b2.htm 424B2
Table of Contents

Proposed
Proposed
Amount
Max
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
3.250% Senior Notes due 2026

$600,000,000

99.577%

$597,462,000.00

$60,164.43

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-211850

Prospectus Supplement
(To Prospectus dated June 6, 2016)

Under Armour, Inc.
$600,000,000
3.250% Senior Notes due 2026

We are offering $600,000,000 aggregate principal amount of our 3.250% Senior Notes due 2026 (the "notes"). We will pay interest on the
notes semi-annually on June 15 and December 15 of each year, beginning on December 15, 2016. The notes will mature on June 15, 2026.
Prior to March 15, 2026 (three months prior to the maturity date of the notes), we may redeem some or all of the notes at any time or from
time to time at the applicable redemption price based on a formula set forth in this prospectus supplement. In addition, on or after March 15, 2026
(three months prior to the maturity date of the notes), we may redeem some or all of the notes at a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The redemption prices are
discussed under the caption "Description of the Notes--Optional Redemption."
Upon the occurrence of a "change of control triggering event," we will be required to make an offer to repurchase the notes at a price equal
to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, as described under "Description of
the Notes--Offer to Repurchase Upon Change of Control Triggering Event."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future unsecured and
unsubordinated obligations from time to time outstanding.
The notes are a new issue of securities with no established trading market. We do not intend to apply for the notes to be listed on any
securities exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 and in Item 1A of our most
recent Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of certain risks that
you should consider in connection with an investment in the notes.

Public offering
Underwriting
Proceeds, before

price(1)

discount

expenses, to us
Per Note

99.577%

0.650%

98.927%
Total

$597,462,000
$ 3,900,000
$ 593,562,000

(1)
Plus accrued interest, if any, from June 13, 2016.
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form only through The Depository Trust Company for the
benefit of its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme, on or about June 13,
2016.

Joint Book-Running Managers

J.P. Morgan

BofA Merrill Lynch

Wells Fargo Securities
HSBC

PNC Capital Markets LLC
Senior Co-Managers

BB&T Capital Markets

SunTrust Robinson Humphrey
Co-Managers

Citigroup
Goldman, Sachs & Co.

Regions Securities LLC

SMBC Nikko
June 8, 2016
Table of Contents
We and the underwriters have not authorized any person to provide you with information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any related free writing prospectus filed by us with the Securities and
Exchange Commission (the "SEC"). We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any
information that others may give you. We are not, and the underwriters are not, making an offer to sell these notes in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement,
the accompanying prospectus or in any such free writing prospectus is accurate as of any date other than their respective dates. Our business,
financial condition, results of operations and prospects may have changed since the date of this prospectus supplement, accompanying prospectus,
free writing prospectus or document incorporated by reference.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-8
CAPITALIZATION
S-9
DESCRIPTION OF THE NOTES
S-10
CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES
S-25
UNDERWRITING (CONFLICTS OF INTEREST)
S-30
LEGAL OPINIONS
S-34
EXPERTS
S-34
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-34
WHERE YOU CAN FIND MORE INFORMATION
S-35
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1
UNDER ARMOUR

2
RISK FACTORS

2
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
FORWARD-LOOKING STATEMENTS

2
USE OF PROCEEDS

3
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

4
SELECTED FINANCIAL DATA

5
DESCRIPTION OF DEBT SECURITIES

6
PLAN OF DISTRIBUTION

7
LEGAL OPINIONS

9
EXPERTS

9
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

9
WHERE YOU CAN FIND MORE INFORMATION

10
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The
second part is the accompanying prospectus which describes more general information, some of which may not apply to this offering. You should
carefully read both this prospectus supplement and the accompanying prospectus together with the additional information described below under
the headings "Incorporation of Certain Information by Reference" and "Where You Can Find More Information" in this prospectus supplement.
To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the
accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely
on the information in this prospectus supplement. Information incorporated by reference after the date of this prospectus supplement is considered a
part of this prospectus supplement and may add, update or change information contained in this prospectus supplement. To the extent any statement
made in a document incorporated by reference herein after the date hereof is inconsistent with the statements made in this prospectus supplement,
the statements made in this prospectus supplement will be deemed modified or superseded by those made in the incorporated document.
This prospectus supplement and the accompanying prospectus and the documents incorporated herein and therein by reference include
registered trademarks, trade names and service marks of Under Armour, Inc. and its subsidiaries.
In both this prospectus supplement and the accompanying prospectus, unless we otherwise specify or the context otherwise requires,
references to "Under Armour," the "Company," "we," "us," and "our" are to Under Armour, Inc. and its subsidiaries. However, in the sections
captioned "Summary--The Offering" and "Description of the Notes" of this prospectus supplement, references to "Under Armour," the
"Company," "we," "us," and "our" are to Under Armour, Inc. only and not to any of its subsidiaries.

S-i
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference. This summary does not contain all of the information that you may wish to consider before investing in
the notes. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference
carefully, especially the risks of investing in our notes discussed under "Risk Factors."
Under Armour, Inc.
We are a leading developer, marketer and distributor of branded performance apparel, footwear and accessories. The brand's moisture-
wicking fabrications are engineered in many different designs and styles for wear in nearly every climate to provide a performance alternative
to traditional products. 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. The Under Armour Connected FitnessTM platform powers the world's largest digital
health and fitness community and our strategy is focused on engaging with these consumers and increasing awareness and sales of our
products. We plan to grow this community by developing innovative applications, services and other digital solutions to impact how athletes
and fitness-minded individuals train, perform and live.
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
Our net revenues are generated primarily from the wholesale sales of our products to national, regional, independent and specialty
retailers. We also generate net revenue from the sale of our products through our direct to consumer sales channel, which includes our brand
and factory house stores and websites, from product licensing and from digital platform licensing and subscriptions and digital advertising
through our Connected Fitness business. 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.
We were incorporated as a Maryland corporation in 1996. Our principal executive offices are located at 1020 Hull Street, Baltimore,
Maryland 21230, and our telephone number is (410) 454-6428.
Recent Developments
On May 31, 2016, we announced that during the second quarter of 2016 we expect to recognize an impairment charge of approximately
$23 million related to the planned liquidation of The Sports Authority, one of our wholesale customers.
We have previously announced our intention to relocate our corporate headquarters to new facilities to be constructed over the course of
the next several years along the Port Covington waterfront in Baltimore, Maryland. In the coming weeks, we expect to enter into an agreement
with entities affiliated with Kevin A. Plank, our founder, Chairman and Chief Executive Officer, to purchase the property on which the new
facilities will be constructed for a purchase price of approximately $70 million. Approval of the transaction is subject to Audit Committee
approval pursuant to the terms of our policy on transactions with related persons.

S-1
Table of Contents
THE OFFERING
This summary is not a complete description of the notes. For a more detailed description of the notes, see "Description of the Notes" in
this prospectus supplement.

Issuer
Under Armour, Inc.

Securities Offered
$600,000,000 aggregate principal amount of 3.250% Senior Notes due 2026.

Maturity
The notes will mature on June 15, 2026.

Interest Rate
The notes will bear interest from June 13, 2016 at the rate of 3.250% per annum.

Interest Payment Dates
Interest on the notes is payable semi-annually on June 15 and December 15 of each year,
beginning December 15, 2016.

Ranking of Notes
The notes will be our senior unsecured obligations and will rank equally in right of
payment with all of our existing and future unsecured and unsubordinated obligations
from time to time outstanding.

The notes will be effectively junior to any of our future secured indebtedness, to the
extent of the value of any assets securing such indebtedness and will be structurally
subordinated to preferred stock, indebtedness or other liabilities of our subsidiaries. The
indenture does not restrict the ability of our subsidiaries to incur indebtedness or issue
preferred stock.

Sinking Fund
None.

http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
Optional Redemption
Prior to March 15, 2026 (three months prior to the maturity date of the notes), we may
redeem some or all of the notes at any time or from time to time at the applicable
redemption price based on a formula set forth in this prospectus supplement. In addition,
on or after March 15, 2026 (three months prior to the maturity date of the notes), we
may redeem some or all of the notes at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon
to, but excluding, the redemption date. The redemption prices are discussed under the
caption "Description of the Notes--Optional Redemption."

Change of Control Triggering Event
Upon the occurrence of a "change of control triggering event," as defined under
"Description of the Notes--Offer to Repurchase Upon Change of Control Triggering
Event," we will be required to make an offer to repurchase the notes at a price equal to
101% of their principal amount, plus accrued and unpaid interest to, but not including,
the date of repurchase.

S-2
Table of Contents
Certain Covenants
The indenture governing the notes will contain covenants limiting our ability and certain
of our subsidiaries' ability to:

· create liens;

· enter into sale and leaseback transactions; and

· consolidate or merge with, or sell, lease or convey all or substantially all of our or

their properties or assets to, another person.

However, each of these covenants is subject to a number of significant exceptions. You

should read "Description of the Notes--Certain Covenants" for a description of these
covenants.

Form and Denominations
We will issue the notes in registered form in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The notes will be represented by one or
more global securities registered in the name of a nominee of The Depository Trust
Company ("DTC").

You will hold beneficial interests in the notes through DTC, and DTC and its direct and
indirect participants will record your beneficial interest in their books. Except under
limited circumstances, we will not issue certificated notes.

Further Issuances
We may, without consent of the holders of the notes, create and issue additional notes
identical to the notes in all respects (other than with respect to the date of issuance, issue
price and in certain circumstances the first interest payment date). These additional notes
will be consolidated and form a single series with the notes.

Use of Proceeds
We estimate that we will receive net proceeds from this offering of approximately
$592.1 million, after deducting underwriting discounts and our estimated offering
expenses. We intend to use the net proceeds of this offering to repay indebtedness
outstanding under our revolving credit facility. See "Use of Proceeds."

Conflicts of Interest
Affiliates of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wells Fargo Securities, LLC, HSBC Securities (USA) Inc., PNC Capital
Markets LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, SunTrust
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
Robinson Humphrey, Inc., Citigroup Global Markets Inc., Regions Securities LLC, and
SMBC Nikko Securities America, Inc. will receive 5% or more of the net proceeds of
this offering by reason of the repayment of amounts due under our revolving credit
facility. See "Use of Proceeds." To the extent that any one underwriter, together with its
affiliates, receives 5% or more of the net proceeds, such underwriter would be deemed
to have a "conflict of interest" within the meaning of Rule 5121 of the Financial
Industry Regulatory Authority. Accordingly, this offering will be conducted in
accordance with Rule 5121. See "Underwriting (Conflicts of Interest)--Conflicts of
Interest."

S-3
Table of Contents
Absence of Public Market for the Notes
The notes are a new issue of securities with no established trading market. We do not
intend to apply for the notes to be listed on any securities exchange. The underwriters
have advised us that they intend to make a market in the notes, but they are not
obligated to do so, and any market-making in the notes may be discontinued at any time
in their sole discretion. Accordingly, there can be no assurance as to the development or
liquidity of any markets for the notes. For more information, see "Underwriting
(Conflicts of Interest)."

Governing Law
New York.

Trustee
Wilmington Trust, National Association.

Risk Factors
An investment in the notes involves risk. You should carefully consider all of the
information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus before deciding whether to invest in the notes. In
particular, we urge you to carefully consider the information set forth in the section
titled "Risk Factors" beginning on page S-5 of this prospectus supplement and in Item
1A of our most recent Annual Report on Form 10-K for the year ended December 31,
2015 (which is incorporated by reference herein), for a description of certain risks you
should consider before investing in the notes.

S-4
Table of Contents
RISK FACTORS
Investing in the notes offered hereby involves risks. Prior to deciding to purchase any notes, prospective investors should consider carefully
all of the information set forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus. In particular, you should carefully consider the risk factors set forth below related to the
issuance of the notes and the risk factors in Item 1A of our most recent Annual Report on Form 10-K for the year ended December 31, 2015 and
the other documents incorporated by reference herein, where we identify other factors that could affect our business. See "Incorporation of
Certain Information by Reference" and "Where You Can Find More Information" in this prospectus supplement. Some risk factors may be
"forward-looking statements." For a discussion of those statements and of other factors for investors to consider, see "Forward-Looking
Statements" in the accompanying prospectus and documents incorporated by reference herein.
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
Risks Related to the Notes and Our Other Indebtedness
Our credit facility 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 our credit facility that provides for both
revolving credit facility borrowings and term loan borrowings. As of March 31, 2016 after giving effect to this offering and the use of proceeds
contemplated hereby, we would have had $205 million of term loan borrowings and $97.9 million outstanding under our revolving credit facility.
The credit facility contains negative covenants that, subject to significant exceptions limit our ability, among other things, to incur additional
indebtedness, make restricted payments, pledge assets as security, make investments, loans, advances, guarantees and acquisitions, undergo
fundamental changes and enter into transactions with affiliates. In addition, we must maintain a certain leverage ratio and interest coverage ratio as
defined in the credit facility. 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 facility could result in a default. In addition, the credit facility
includes a cross default provision whereby an event of default under certain other debt obligations (including the notes offered hereby) will be
considered an event of default under the credit facility. If an event of default occurs, the commitments of the lenders under the credit facility may
be terminated and the maturity of amounts owed may be accelerated which could cause an event of default and acceleration of the notes offered
hereby.
The notes will be effectively subordinated to any of our debt that is secured.
The notes will be our unsecured, unguaranteed obligations and will be effectively junior to any of our current or future secured debt
obligations, to the extent of the value of any assets securing such debt. As of March 31, 2016, we had approximately $43.5 million in aggregate
principal amount of secured indebtedness outstanding. The effect of this subordination is that if we are involved in a bankruptcy, liquidation,
dissolution, reorganization or similar proceeding, or upon a default in payment on, or the acceleration of, any of our secured debt, if any, our assets
that secure debt will be available to pay obligations on the notes only after all debt under our secured debt, if any, has been paid in full from those
assets. Holders of the notes will participate in any remaining assets ratably with all of our other unsecured and unsubordinated creditors, including
trade creditors. We may not have sufficient assets remaining to pay amounts due on any or all of the notes then outstanding.
The notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The notes will not be obligations of any of our subsidiaries and will be effectively subordinated to the liabilities, including trade payables, of
our subsidiaries. The incurrence of other indebtedness or other liabilities

S-5
Table of Contents
by any of our subsidiaries is not prohibited in connection with the notes and could adversely affect our ability to pay our obligations on the notes.
A significant portion of our operations is conducted through our subsidiaries and our cash flow and consequent ability to service our debt,
including the notes, depends in part on our subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due
under the notes or to make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with
recognized claims against our subsidiaries, all claims of creditors, including trade creditors, of our subsidiaries will have priority with respect to the
assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will
be structurally subordinated to all liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
The indenture governing the notes does not contain financial covenants and only provides limited protection against significant corporate
events and other actions we may take that could adversely impact your investment in the notes.
While the indenture governing the notes contains terms intended to provide protection to the holders of the notes upon the occurrence of
certain events involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes.
The indenture for the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly,

does not protect holders of the notes in the event we experience significant adverse changes in our financial condition;

·
restrict us or our subsidiaries from incurring additional unsecured debt or other liabilities, including additional unsecured senior debt

and, accordingly, does not protect holders of the notes in the event we incur additional debt or liabilities and our ability to pay our
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
obligations on the notes is adversely affected;

·
restrict our ability to repurchase or prepay any other of our securities or other indebtedness;

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or

other securities ranking junior to the notes; or

·
restrict our ability to enter into highly leveraged transactions.
Furthermore, the indenture governing the notes contains only limited protections in the event of a change in control. As a result of the
foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict our ability to
engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your
investment in the notes.
We may not be able to repurchase all of the notes upon a change of control triggering event.
As described under "Description of the Notes--Offer to Repurchase Upon Change of Control Triggering Event," we will be required to offer
to repurchase the notes upon the occurrence of events constituting a change of control triggering event. We may not have sufficient funds to
repurchase the notes in cash at such time or have the ability to arrange necessary financing on acceptable terms. Our failure to repurchase the notes
as required under the indenture would result in a default under the indenture and credit facility, each of which could have material adverse
consequences for us and the holders of the notes. In addition, our ability to repurchase the notes for cash may be limited by law or the terms of
other agreements relating to our indebtedness outstanding at the time.

S-6
Table of Contents
You may not be able to determine when a change of control triggering event has occurred.
The definition of change of control, which is a condition precedent to a change of control triggering event, includes a phrase relating to the
sale, transfer, or conveyance of "all or substantially all" of Under Armour, Inc.'s assets and the assets of its subsidiaries taken as a whole. There is
no precisely established definition of the phrase "substantially all" under applicable law. Accordingly, your ability to require the Company to
repurchase your notes as a result of a sale, transfer, or conveyance of less than all of its assets to another individual, group or entity may be
uncertain.
There is no existing market for the notes. If any develops, it may not be liquid.
The notes are a new issue of securities and there is currently no established market for the notes. We do not intend to list the notes on any
national securities exchange or to seek their quotation on any automated dealer quotation system. The underwriters have advised us that they
currently intend to make a market in the notes following the offering, as permitted by applicable laws or regulations. However, the underwriters
have no obligation to make a market in the notes and they may cease market-making activities at any time without notice. Further, there can be no
assurance as to the liquidity of any markets that may develop for the notes, your ability to sell your notes or the prices at which you will be able to
sell your notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates, the market for similar securities,
our operating performance and financial condition, general economic conditions and other factors. Any trading market that develops would be
affected by many factors independent of and in addition to the foregoing, including:

·
the time remaining to the maturity of the notes;

·
the outstanding amount of the notes;

·
our financial performance;

·
our credit ratings with nationally recognized credit rating agencies; and

·
the level, direction and volatility of market interest rates generally.
Ratings of the notes may change after issuance and affect the market price and marketability of the notes.
We currently expect that, upon issuance, the notes will be rated by one or more rating agencies. Such ratings are limited in scope, and do not
address all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating is
issued. There is no assurance that such credit ratings will be issued or remain in effect for any given period of time or that such ratings will not be
lowered, suspended or withdrawn entirely by the rating agencies. It is also possible that such ratings may be lowered in connection with future
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
events, such as future acquisitions. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market price or
marketability of the notes. In addition, any decline in the ratings of the notes may make it more difficult for us to raise capital on acceptable terms.

S-7
Table of Contents
USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of $592.1 million, after deducting estimated underwriting discounts and our
estimated offering expenses. We intend to use the net proceeds of this offering to repay $592.1 million outstanding under our revolving credit
facility. Borrowings under our revolving credit facility currently bear interest at the rate of LIBOR plus 1.125%, and our revolving credit facility
matures on January 22, 2021. Affiliates of each of the underwriters are lenders under our revolving credit facility and accordingly will receive a
portion of the proceeds from this offering. See "Underwriting (Conflicts of Interest)--Conflicts of Interest." Pending the application of the net
proceeds, we may temporarily invest the net proceeds in cash equivalents or short-term investments.

S-8
Table of Contents
CAPITALIZATION
The following table sets forth our cash position and capitalization as of March 31, 2016, on an actual basis and on an as adjusted basis after
giving effect to this offering and the application of the net proceeds from this offering as described in "Use of Proceeds."
You should read this information in conjunction with "Use of Proceeds" included elsewhere in this prospectus supplement and
"Management's Discussion and Analysis of Results of Operations and Financial Condition" and our historical financial statements and related
notes in our most recent Annual Report on Form 10-K for the year ended December 31, 2015 and our most recent Quarterly Report on Form 10-Q
for the quarter ended March 31, 2016, both of which are incorporated by reference into this prospectus supplement.

March 31, 2016

Actual
As Adjusted
(in millions, except share

and per share data)

Cash and cash equivalents

$ 157.0
$
157.0

Long term debt:

Term loan

$ 205.0
$
205.0
Revolving credit facility(1)

690.0

97.9
Notes offered hereby(2)

--

600.0
Other long term debt

43.5

43.5

Total long term debt

938.5

946.4
Stockholders' equity:

Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized; 183,141,109 shares issued
and outstanding

0.1

0.1
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares authorized, issued and
outstanding

0.0

0.0
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized; 217,591,109 shares issued
and outstanding(3)

0.1

0.1
Additional paid-in-capital

703.0

703.0
Retained earnings

1,082.0

1,082.0
Accumulated other comprehensive loss

(44.0)

(44.0)

Total stockholders' equity

1,741.3

1,741.3

Total capitalization

$2,679.8
$
2,687.7

(1)
We have $1,250 million of total availability under our revolving credit facility and borrow thereunder from time to time for working capital
and other needs. Accordingly, the outstanding balance fluctuates throughout the year.
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

424B2
(2)
Reflects the principal amount of the notes offered hereby.
(3)
Shares of Class C common stock were distributed on April 7, 2016, to stockholders of record of Class A common stock and Class B
convertible common stock as of March 28, 2016. Stockholders' equity and all references to share amounts appearing in this prospectus
supplement have been retroactively adjusted to reflect this distribution for all periods presented.

S-9
Table of Contents
DESCRIPTION OF THE NOTES
General
Under Armour, Inc. will issue $600,000,000 aggregate principal amount of 3.250% Senior Notes due 2026 (the "Notes") under a base
indenture to be dated June 13, 2016, as supplemented by a supplemental indenture to be dated June 13, 2016, in each case between Under Armour,
Inc. and Wilmington Trust, National Association, as trustee (the "trustee"), referred to herein together as the "indenture."
The indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The following
description of the provisions of the indenture is only a summary. You should read the entire indenture carefully before investing in the Notes. You
can obtain a copy of the indenture by following the directions under the caption "Where You Can Find More Information" in this prospectus
supplement.
Unless otherwise indicated, capitalized terms used in the following summary that are defined in the indenture have the meanings used in the
indenture. As used in this "Description of the Notes," references to "Under Armour," "we," us" and "our" refer to Under Armour, Inc., a Maryland
corporation, and do not, unless the context otherwise indicates, include any of our subsidiaries.
The amount of debt securities that we may issue under the indenture is unlimited. After completion of this offering, we may from time to
time, without your consent and without notifying you, create and issue notes under the base indenture, by way of supplemental indenture, in one or
more series, which may have terms and conditions that differ from those that are set forth herein. In addition, we may, without your consent and
without notifying you, issue additional notes that may be consolidated and form a single series with, and have the same ranking, interest rate,
maturity date, redemption rights and other terms as, the Notes offered hereby; provided that, if such additional notes are not fungible for U.S.
federal income tax purposes with any Notes previously issued, such additional notes will be issued under a separate CUSIP, ISIN and/or any other
identifying number. Unless the context otherwise requires, references to the "Notes" for all purposes of the indenture and this "Description of the
Notes" include any additional notes that are actually issued under the indenture.
The Notes will be issued in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes will not have the benefit of a sinking fund.
We do not intend to apply for the Notes to be listed on any securities exchange.
We and our subsidiaries and affiliates may, subject to compliance with applicable law, at any time and from time to time purchase Notes
through tender offers, privately negotiated purchases, in the open market or otherwise.
Principal, Maturity and Interest
The Notes will mature on June 15, 2026 and will bear interest at the rate of 3.250% per annum. Interest on the Notes will be payable semi-
annually, in cash, in arrears on June 15 and December 15 of each year, commencing on December 15, 2016, to the registered holders of record
thereof at the close of business on the immediately preceding June 1 and December 1 of each year (whether or not such record date is a business
day).
Interest on the Notes will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from
and including the date of issuance of the Notes. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day
months. If any interest payment date falls on a day that is not a business day, the payment of the interest payable on such date will be made on the
next business day, and no interest shall accrue on the amount of interest due on that interest payment date for the

S-10
http://www.sec.gov/Archives/edgar/data/1336917/000119312516617961/d197397d424b2.htm[6/10/2016 9:03:41 AM]

Document Outline

#1">
- #1">