Good day, ladies and gentlemen, and welcome to the Under Armour Second Quarter Earnings Webcast and Conference Call. [Operator Instructions] As a reminder, today’s conference is being recorded. I’d now like to introduce your host for today’s conference, Mr. Lance Allega, Vice President of Investor Relations. Sir, please go ahead.

Thank you, and good morning to everyone joining us on today’s call to discuss Under Armour’s second quarter 2017 results. Participants on the call will make forward-looking statements. These statements are based on current expectations and are subject to certain uncertainties that could cause actual results to differ materially. These uncertainties are detailed in this morning’s press release and documents filed regularly with the SEC, all of which can be found on our website at uabiz.com. During our call, we may reference certain non-GAAP financial information including adjusted and currency-neutral terms, which are defined in this morning’s release. We use non-GAAP amounts to lead into some of our discussions because we feel they more accurately represent the true operational performance and underlying results of our business. You may also hear us refer to amounts in accordance with U.S. GAAP, reconciliations of GAAP to non-GAAP measures can be found in the supplemental financial tables including the press release which identify and quantify all excluded items and provide management’s view of why this information is useful to investors. Joining us on today’s call will be Under Armour Chairman and CEO, Kevin Plank; President and COO, Patrik Frisk; and Chief Financial Officer, Dave Bergman. Following our prepared remarks, we’ll open the call for questions. With that, I’ll turn it over to Kevin Plank.

Thanks, Lance. Good morning, everyone, and thank you for joining us on today’s call. Before we begin, I’d like to take a moment to welcome Patrik Frisk to our team. Patrik joined Under Armour as our President and Chief Operating Officer in July. In this role, his responsibility is for our overall go-to-market strategy and will partner with myself and the rest of the executive team to ensure successful execution of our long-term growth plan. His experience working with global iconic brands meaningfully strengthens our capabilities as we enter into our next chapter of growth. Nearly a month in, from sales, strategy and supply chain to product marketing and global operations, he’s digging in. Patrik?

Thank you, and good morning, everyone. I would like to take this opportunity to thank Kevin and the board for the partnership and trust that they’ve given me in taking this role at Under Armour. While understandably I’m not yet in a position to share my initial observations in great detail, what I will underscore is the absolute single-mindedness of this team, the culture and the DNA. The relentless pursuit of innovation, the attention to detail and the outright grit that goes into making all athletes better permeates from every corner of what this company does, and driving it is an infectious, authentic and entrepreneurial energy unlike anything I’ve experienced before. So in my first few months as I travel to our offices and distribution centers, meet with our biggest partners and spend time with industry influencers, I’m learning as much as possible about our brand, our consumers, our customers and the opportunities before us, opportunities that capitalize on our strengths: product innovation, connection with our consumers and customers and our largest growth opportunities including our direct-to-consumer, our international, our footwear, women’s and lifestyle businesses. And opportunities to improve efficiency and effectiveness: our speed to market, operational processes and digital capabilities. Putting all of this into better balance will undoubtedly strengthen our ability to execute against our long-term growth strategy and create value for our shareholders. And with that, I’m greatly looking forward to the journey ahead. Kevin?

Thanks, Patrik. At the halfway point of 2017, Under Armour continues to show resilience in the face of a highly competitive retail landscape in a dynamic global environment. Consumer trendlines are accelerating quickly with consideration, preference and purchase behavior constantly evolving. In this evolution, consumers remain steadfast on their expectation for a brand’s ability to deliver innovation, performance, style and value with a strong point of view. As the world’s third-largest athletic company, we are fiercely proud of the incredibly strong brand that we’ve built, one field by industry-leading innovation and a truly unique intimacy with our athletes and consumers. Our path has included very rapid growth. In fact, over the last three years we’ve more than doubled our revenue from $2.3 billion to $4.8 billion and nearly doubled our number of teammates from 8,000 to nearly 15,000 global employees. To achieve this growth requires significant investment and resources across the organization. It’s been a fight since day one. It was a fight to get to $1 million and to $1 billion and $5 billion. There is no let up in our team, and make no mistake: we are squarely in it. We are in this fight. That said, the playbook that got us to $5 billion is only part of what will deliver our next chapter of growth. Like an athlete always striving to do better, Under Armour trains and competes and is constantly searching for ways to become stronger, faster and smarter. Balance is crucial to success. The mental and strategic plan must be aligned with the physical and tactical execution to ensure consistent, predictable performance. The landscape is evolving quickly. Therefore, we too must evolve quickly. This evolution requires a pivot, and we’re doing just that. We’re pivoting from a product company to a consumer-led and category-managed…

Thanks, Kevin. Before we get into the quarterly results and our updated outlook for 2017, I’d like to provide a bit of context around the restructuring plan that we announced this morning and the one-time items that will impact our full year P&L. In conjunction with this plan, we anticipate taking pre-tax restructuring and related charges of approximately $110 million to $130 million in fiscal 2017, including up to $70 million in cash related charges consisting of approximately $25 million in facility and lease terminations, $15 million in employee severance and benefit costs and $30 million in contract termination and other restructuring charges. And up to $60 million in non-cash charges comprised of approximately $20 million of inventory related charges and approximately $40 million of intangibles and other asset related impairments. With respect to timing, we anticipate taking the majority of these charges in the third quarter. Moving to our second quarter review. Revenue was up 9% to $1.1 billion. This was slightly stronger than our outlook due to timing shifts we cited on our last call associated with upgrading our enterprise resource planning system. To give a quick update on that effort, in early July we went live with SAP's FMS or Fashion Management Solution. This system, along with our evolving category management structure and Connected Fitness business, creates a powerful unique and data-driven connection with our consumers. One month in, we are pleased with our progress so far. Back to revenue. Let’s take a look at how the 9% increase breaks down. By product type, apparel revenue increased 11% to $681 million driven by strength in men’s training, women’s training and golf. Our premium innovation platforms led by Threadborne, combined with our focus on improved assortments and newness continue to resonate with our consumers around the world. Revenue…

[Operator Instructions] Our next question comes from the line of Bob Drbul with Guggenheim.

Hi. Good morning.

Morning, Bob.

I have two questions, I think, the first one is when you look at what’s happening with the business and some of the trends especially the top line, can you just give us an update where you think the brand health is and the vision for the business today? And I think the second question that I’d like to ask is, when you look at the Q4 assumptions, you know, the breakdown between Q3 and Q4, will you have wholesale growth ex the new distribution in that third quarter and fourth quarter?

Yeah.

Thanks, Bob. Let me take the first part, and I’ll let Dave take the second. As far as what we see for our business and what we’ve got out there, we’re incredibly proud I think of what’s been built and it’s a brand that’s basically been built on performance and authenticity has become a bit of a cliché word, and a lot of people talk about going for authenticity and there are some companies that are just authentic. And we really view that as being a strength of our business and our brand. What we know though is that being built on performance, and frankly we’re not going to apologize for our performance heritage and where and who we are, but continue to innovate while bringing more wearing occasions to our business. So we think there’s a lot more places that people can wear the Under Armour brand and it’s a matter of us getting the right product to consumer at the right place at the right time. The one thing we know though is that it is all about the product. UA is special because we’ve represented performance, and that gives us permission to go into lifestyle and we feel that there’s a lot of people that are in our space and category right now that don’t exactly have the staying power, the ability to be there. We see our performance heritage as a benefit not a hindrance. Authenticity actually is the hard part, and meanwhile we’re bringing lifestyle into our assortments across the brand. This isn’t a new division or just one line that we have coming out, but style, innovation, lifestyle, things that look like people want to wear are the things that we’re driving across our brand to make us a better business. And of course,…

Yeah. And I think, Bob, relative to the question on wholesale growth without new distribution, it’s a great question. We don’t really give that level of detail on channels, but you can assume that within North America, our wholesale expectations aside from new distribution is tempered in our forecast. However, international wholesale growth is still very strong. So, hopefully that helps you a little bit.

Great. Thank you very much.

Thanks, Bob.

Our next question comes from Matt McClintock with Barclays.

Yeah. Good morning everyone, and welcome, Patrik. Kevin, there’s a lot going on here. I was curious about the industry backdrop as you execute this restructuring. How do you think about the North American environment as it stands today, particularly given your more moderate outlook? And then maybe since you’re changing up your game, can you give us your updated thoughts on the ongoing evolution of retail as a whole and how you’re positioning yourself to address that shift? Thanks.

Yes. Thanks, Matt. 2017, it’s a unique moment in time for retail, and I think a lot of the things that we’ve seen and the lessons that we’ve learned so far this year, and really going back over the last nine months or so, have really given us pretty great perspective. And we’re using 2017 frankly as the opportunity to position ourselves for the long term. It’s the only way for us to think about our business right now, is there’s a lot of sort of short term in this, I think, that is happening, but we need to be understanding of that. And we need to be – react to it, and more importantly, we need to be proactive about what we’re doing there. In 2017 though, we’re really focused on, I used the words, stronger, faster and smarter, and we’re doing all those things to remind people, all the while adding about $0.5 billion in revenue at the same time. Now admittedly making less money, but we’re using that to invest in our business. We want to be a business that has a lot more flexibility, I think, than we’ve demonstrated in the past, is that going from being a North American business to being a global business, an apparel business to being a footwear business, a men’s business to being a women’s business, a performance business to being a lifestyle business. So all these strokes are things that we believe we have developed muscle for them. They just need to get stronger. So when we talk about being a better business as well, we’re really focused on that this year, and we’re going to focus on the executional opportunities that we have in the near term, I think, while building a bigger engine for the long term.…

Thanks for all that color, Kevin.

Our next question comes from Randy Konik with Jefferies.

Yes. Thanks a lot. So I really appreciate this added focus on the cost discipline and the efficiency. So I guess, Kevin, what I wanted to ask you is you talked about the word empower and the leadership bench that you’ve built here, and you’ve continued to build out with Patrik, et cetera. Can you give us some perspective on how you’re thinking about delineating the responsibilities of the different areas of focus? And what are like the three or four yardage markers that you’re going to be looking at on a – I don’t know, if it’s a weekly basis or monthly basis, or whether it be inventory turns or some other metric? What do we – what are you looking at to try to make sure that this – the firm is getting into a better place from an execution standpoint, so that we can and the market can get that greater confidence in what you’re building there? Thank you.

Yeah. Thanks, Randy. Well, first of all, I’m sitting with two partners that are going to help me do that, so it’s nothing I’m going to be doing by myself. I think, it’s the most important thing is reliance on the engine that’s built this company has been team all along. But when I look at where we need to go, the operational I think people would say is it’s probably some of the easier things to do. And I think what I highlighted in some of my earlier answers were more about the difficult thing is having the stable of athletes like we have that we’re so proud of. It’s having the positioning of being an authentic brand. It’s having the list of assets that we have across teams and leagues that we’ve put to place. But at the end of the day, it comes down to one very simple thing, and it just comes down to product. I mean, we think about how we’re going to grow, and what we’re looking forward as a company. There’s three real important things that matter. It’s, of course, product, the storytelling that we do, and the way and where of where we meet consumers. So, from a product standpoint, I think it’s important to understand that we have always demonstrated one of the strongest points of view in our industry and the product combining innovation with style in things like Unstoppable, a new line that we crashed this year that we’ll be rolling out exclusively with Dick’s Sporting Goods, for instance. Our Reactor, Threadborne, sleepwear, Bandit, the Curry 4 that’s coming out, and so many more in the back half of the year. And so the one thing that we need to do is ensure that we are a product engine,…

Our next question comes from Kate McShane with Citi Research.

Good morning. Thanks for taking my question. In your guidance, I was just wondering how we should think about Footwear growth in the second half, especially ex the increased distribution with your new customers. And then, just a couple of other questions in terms of better understanding what drove the acceleration in DTC from Q1 to Q2. And then, finally, with regards to inventory, how should we think about the inventory management efforts, and where you expect to be by the end of the year.

Hey, Kate. This is Kevin. Let me take the Footwear question first. And if you don’t mind, I’m going to give a bit of a broader answer, so I can just expand a little bit about where we are and how we see Footwear. So Footwear remains frankly our largest opportunity, and we talked about lifestyle being a major opportunity. Obviously, Footwear is a part of that, but having our Footwear engine intact and having it ready to run for us is where our company has been focused. And what we can tell you as we sit here and what seems like year 11, although we spent the first 6 of those introducing new categories from football cleats, baseball cleats, training shoes, running shoes, basketball shoes, et cetera is that we’re now finally in a place that we have position, we have design, we have supply chain, merchandising, style and influencers like we feel like we are in that position to do it; we just have to execute on it. We built global innovation centers around the world that we have now innovation centers where we’re making products, as well as innovation centers that we have here in Baltimore, including our new headquarters that we just opened up in Portland, which is something that we’re using to really be able to tap into the talent pool that exists there. We remain now, as we talk about positioning, very much a performance brand, and we continue to build momentum there in some of our on-field, on-court categories like running, basketball, cleated, but we’ve also learned a lot of lessons, particularly in some of those hardcore places like run specialty is we’re a business that where the majority of our distribution was focused below $100 in price points, $80 to $100, we…

And, Kate, this is Dave. Relative to your questions on DTC and inventory, DTC Q2 versus Q1, in North America some of that growth is from North America Factory House with some new doors and also I think with some more proactive pricing approaches there. And also North America e-comm did pretty well in Q2. But then there’s a big push within international. We’ve got a lot of new doors internationally, especially in Greater China that are doing phenomenal for us. So it’s really a combined effort across all of those areas. And then when you look at inventory growth, obviously in Q2 we’re pretty in line with revenue growth for the quarter. As we move forward through the year, Q3 inventory growth will be a little bit higher than revenue growth. We talked about this three months back around our strategy of taking some more returns, keeping the floors a little bit fresher and then having to process and move that inventory through brand-right channels for us. And sometimes that means holding it over from a season perspective. So some of that impact you will see in Q3. And then as we get into Q4, you’ll see a little bit of that as well but you’ll probably see inventory growth a little bit more in line with Q4 revenues as we get to the end of the year.

Thank you.

Thanks.

Our next question comes from Jonathan Komp with Robert W. Baird,

Yes, hi. Thank you. Kevin, a bigger picture question on the commentary around shifting to more of a returns-focused and disciplined financial model. I would assume even most growth companies kind of long term are at least cognizant of returns. So could you maybe just comment more specifically on what that shift means for Under Armour? And maybe beyond 2017, does that mean you’re expecting kind of a permanently slower growth rate as you prioritize returns, or how to think about that?

Jon, this is Dave. I mean, I’ll take that. I mean, high level, and we talked about this a little bit three months back as well. But again, as we look at working with our accounts and really wanting to make sure that we’re keeping the floors as clean as possible and renewing with fresh product and making sure it’s season right and whether right product, we’re just being a little bit more proactive in bringing that inventory back. And then also looking to move that more through our Factory House stores as we bring it back, and a lower percentage of that going to third-party liquidation. Again, continuing to protect the brand as much as we can and work down kind of that made-for-outlet percentage in our Factory House stores going forward. So as we move forward into future years, we’re going to continue to monitor and make sure that the stores are fresh and we’re giving them new product. But I wouldn’t think that that has any real significant impact on long-term growth rates.

Yeah. And sorry, just to clarify, I actually meant more along the lines, one of the six pivot areas you mentioned from a financial returns model, more from kind of a P&L driven focus to ROIC returns driven focus. So maybe if you could address that topic.

Yeah. I’m sorry. I apologize. From that perspective, we are definitely evolving. It is a pivot for us. Not that top line is any less important, but there’s definitely a more significant focus on profitability and on return in investment in every way we look at our business and being much more strategic from that perspective. And I think with Patrik and I working together, we’re going to continue to drive that with Kevin’s partnership, and we’re pretty excited about what that can mean. As we work through this restructuring plan this year and think about the go forward of that and how we move forward, we are pretty excited. So I think whether it’s looking at different aspects even just on our balance sheet relative to working capital improvements, relative to more strategic prioritization of CapEx and really trying to move that return on invested capital needle back up, but then also again looking at how we spend, where we spend and making sure that we have the ability to reallocate spending to the right places that are really going to support the long-term sustainable growth of the company in areas like digital, in areas like international, women’s, lifestyle, our new SAP system, et cetera. So some of it is about getting leaner and focusing on profitability, but some of it is also trying to free up as much funding as possible to reinvest in the rights areas for the longer-term growth while maintaining that improved profitability.

So that renewed focus too, Jon, it’s not likely we were running blind before. None of this was ill-intentioned or some of us being irresponsible. It was just a matter of taking a new lens on it, of taking stock of what we have today, I think the assets that we have today, the assets lists that we have today and just saying how can we run it more efficiently. So there’s a lot of good reasons as to why we got to sort of how we’ve been operating in the past. But frankly, now that you just look and saying our position is the third-largest brand, the $5 billion-plus in revenue, I think just the cost structure that we’ve built and the opportunities we have, there’s a chance for us just to be a much better company, to be able to create and drive more through the bottom line I think while delivering more to our consumers because everything for us comes back to one basic thing, and that’s the brand, the brand, the brand. So as long as we protect that, as long as we drive that, there’ll be a lot of growth in front of us, and we see I think delivering back to the kind of growth to consumer, that our shareholders would expect from us.

And, Jonathan, one thing I would also add to that is as we continue to grow extremely well internationally, that percentage of our business is increasing significantly each year. And with that scale and with that leadership, those regions are becoming much more profitable each year as well. So as that mix of business continues to help with our growth rate overall as a company, it’s also going to be helping us become more profitable as well and that’s a bigger part of the equation in the future years.

Our next question comes from Michael Binetti with UBS.

Hey, guys. Good morning. Thanks for taking my question. David, just one quick housekeeping question. Can you add some color on the wholesale revenue shifts that you mentioned that impact third quarter, please? I think you mentioned some shifted into Q2 out of 3Q and some into 4Q out of 3Q. Would you mind helping us put some context to the dollars associated with those shifts?

Yeah. I mean we won’t give the exact dollars, but as we were approaching the SAP FMS go-live, we were proactively talking with accounts and making sure everybody was comfortable with the transition. And even though the transition has gone very well as planned, some of those accounts obviously have some angst maybe from other partners that have gone through transitions, and they wanted to get some of that product early in case there would end up being delays in July or August because of the actual conversion. So that was part of what drove the Q2, Q3 conversation there. And then also as we’re ramping up processing in our distribution facilities in North America and in Europe, which have now gone live on SAP FMS, we’re trying to be prudent around processing and making sure we’re going through that in the right way with the new system. And so that’s involved as well in whether or not there’s going to be a little bit of that that ekes into Q4 from Q3. So those are a couple different factors that get into that Q3 growth rate that we discussed.

Okay. And I guess, just to focus on one thing that as we look through the numbers here, the international business has certainly been a bright spot and very resilient. You’ve talked with us a little bit through the quarter about profitability in that business. It’s moving along a little, but it’s really hard for us to assess from the outside with all the moving parts. Can you talk to us about how you think the margins in that business scale based on the plan you have in front of you today for the international side?

Yeah. I mean, in general, again, from a top line and then we’ll talk about bottom line, top line has been very, very strong for us. I mean, international has grown over 60% last three years in a row. We’re moving to over 20% of our business in 2017, exceeding $1 billion mark this year is where were heading. So growth rate has been great. I think when you break it down by region, Asia Pacific has been really strong for us. China growing very well. We’re adding in Korea. Taiwan doing very well. And it’s also one that’s becoming the most profitable for us, so the combination of that high-growth rate and the higher profitability and fairly-decent gross margins there is really giving us some momentum on the bottom line. Also, when you look at EMEA, they’ve had almost a renewed or re-accelerated growth rate as we’re going into Q3, Q4 with some of the partnerships and relationships that they have. And really also gaining a lot of traction with the right marketing investments there with the EPL teams, as well as offices in Amsterdam, Manchester, Munich and also getting France online. So we’re seeing increased brand awareness there and increased profitability. You probably didn’t see it as much with EMEA in Q1 and Q2. We had some costs that came through in Q1 relative to moving to a subsidiary in one of the countries from a distributor. And then, in Q2, with their go-live of SAP as well, they had a little bit of heavier cost of goods sold due to some airfreight and timing to be ready for that ERP system implementation. But when you think about full-year profitability for EMEA, it will be increasing significantly over 2016. And then, when you look at Latin America, which is our newest international market, it’s going to take time, but we’re going through a lot of great steps there to drive forward. They’re gaining momentum, and they are increasing from a bottom-line perspective, but it’s going to take a little bit more time there versus Europe and Asia Pacific.

Okay. Thanks for all the help, guys.

Thank you.

And that concludes today’s question-and-answer session. I’d like to turn the call back to Mr. Plank for any closing remarks.

Yeah. Thank you. To close it out, I just wanted to tell you we enjoyed hyper-growth for several years, and I want to be clear that we still believe we remain a growth company. The restructuring plan that we spoke about is a demonstrative sign that we’re not standing still, but acting quickly to evolve Under Armour to become a stronger, faster and smarter company. The decisions we’ve spoken of today support our vision of building the best athletic brand in the world. Some of the growing pains that we feel while difficult are the ones we believe necessary in securing the infrastructure, systems, processes, leadership and discipline to realize the full strength and potential of the Under Armour brand. Reinforcing and building the Under Armour brand remains a vision for our company, and we’re in this fight. We’ve got a couple of competitors in front of us, there’s a number behind us, and you’ll see us continue to separate ourselves as we move forward in building the brand that we believe is the brand of the future. Thank you all for your time today. We look forward to talking to you next time in 90 days. Bye-bye.

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the program, and you may now disconnect. Everyone, have a great day.