SecProbe.io

October 5, 2011
 Via E-mail

Mr. Kevin A. Plank President Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230

Re:  Under Armour, Inc.
Form 10-K for Fiscal Year End December 31, 2010 Filed February 24, 2011 Correspondence submitted August 29, 2011  File No. 001-33202

Dear Mr. Plank:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Notes to Consolidated Financial Statements, page 49

 16. Segment Data and Related Information, page 67

1. We note your response to prior comment two and our telephone discussion on September 15,
2011.  You state that segment managers maintain periodic contact with the CODM to discuss
and report on operating activitie s including the activities of th e business units, (BU) within
the segment.  Please further describe this pro cess and describe the cont ent of reports and or
verbal discussions in which information is  exchanged.  Please e xplain whether specific
financial metrics such as gross margins, cont ribution margin and inve ntory at BU level are
discussed for any of the BUs and disc uss the frequency of these contacts.

Kevin A. Plank, President  Under Armour, Inc. October 5, 2011 Page 2

 2. To help us better understand how you manage your  operations; please describe the entire
process of determining the annual revenue and operating income targets for incentive plans
and forecasts.

 Explain each person’s involvement in the forecast/budget process from the BU leader
level and up.
 Tell us each person that approves each leve l of the forecast (i.e. BU, Segment, North
America/International and Consolidated) a nd the level of detail provided to that
individual when s/he approves the forecast at that level.
 Describe what levels of the forecast does the CODM review and approve.
 Discuss any BU level information that is pr ovided to the CODM when he reviews and
approves the forecast at the level(s) he does.
 Please explain under what circumstances th e CODM provides forecast guidance related
to a group of BUs or a given BU.
 Provide us with the 2011 forecast that is regularly reviewed by the CODM to assess
performance.  Also, provide any additiona l operating results p ackage that may be
reviewed by the CODM.
 3. We note your response to prior comment six on the level of detailed  selling, general and
administrative expenses communicated to the CODM by product and channel.  To help us
better understand the basis of your segment pr esentation, please provi de an analysis on
resource allocation of your sel ling and marketing expenditures:

 Explain how resources are allocated and expl ain each person’s i nvolvement in that
process from the BU leader level and up.
 Discuss how the COO or EVP Product and EVP Business Development (collectively
“segment managers”) of North America allo cate resources to each  of the BUs.
 Please discuss whether the segment managers  can make the alloca tion decision without
approval from the CODM.
 Explain whether these segment managers have  later reallocate resources between BU’s
under their own supervision during the year without seeking approval from the CODM.
 Discuss when approval of the CEO is needed and when it is not needed for resource
allocation decisions.

4. We note that your response to prior comment six did not address our comment on page 4 of
the Q4 Board presentation in which you presen t gross margins for Apparel, Footwear, E-
commerce and Canada/International.  Please ex plain what this sche dule is presenting and
how this information reconciles with your st atements that the CODM does not receive
financial metrics below revenues for any of the product categories or di stribution channels.

5. We note your discussions during quarterly earnings calls a nd investor conferences.
Specifically we note the remarks made by your CODM on September 7, 2011 at Goldman
Sachs Global Retailing Conferen ce regarding the pressure on gross margins.  The CODM
explained the impact of your gr owing apparel business will offset with direct to consumer

Kevin A. Plank, President  Under Armour, Inc. October 5, 2011 Page 3

 and footwear business.  Therefore, it appear s to us that your CODM has gross margin
information by product categories and or channels.  Identify for us the financial information
utilized by the CODM to prepare for such earni ngs and investor calls.  Please explain to us
how you have considered this information in your determination of operating segments, particularly as it relates to the characteris tic of assessing performance function under ASC
280-10-50-1(b).
 6. We note that your form of organization may cont ain certain overlapping sets of components
for which managers are held re sponsible, similar to a matrix  form of organization.  For
example if certain managers are responsible fo r different product lines while other managers
are responsible for specific geographic areas.  Considering that the C ODM regularly receives
and reviews the operating results of both sets of  components, tell us how you considered the
guidance that components based upon products  and services would determine operating
segments and not geographic areas .  See FASB ASC 280-10-50-9.
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Brian McAllister at (202)  551-3341 or Nasreen Mohammed at (202)
551-3773 if you have questions regarding comments  on the financial statements and related
matters.  Please contact me at ( 202) 551-3871 with any other questions.

Sincerely,
   /s/Tia Jenkins
    Tia Jenkins

Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining