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Correspondence

 November 14, 2011

 VIA EDGAR

 Mr. John Reynolds

 Assistant Director

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:

Under Armour, Inc.

Form 10-K for Fiscal Year End December 31, 2010

Filed February 24, 2011

File No. 001-33202

 Dear Mr. Reynolds:

   Under Armour, Inc. (“we”, “our”, “UA” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the
“Commission”) in its letter dated October 5, 2011. To assist in your review, we have included the Staff’s comments below prior to our responses.

 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

Comment 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 activities including the activities of the business units, (BU) within the segment. Please further describe this process and describe the content of reports and or verbal discussions in which information is exchanged.
Please explain whether specific financial metrics such as gross margins, contribution margin and inventory at BU level are discussed for any of the BUs and discuss the frequency of these contacts.

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 Response

 We noted in our prior response that the Segment Managers maintain periodic contact with the CODM to discuss and report on business activities and operational plans for their respective Operating Segment,
including the activities of the Business Units within the Operating Segment. We have expanded our response to provide further details of these meetings. On a weekly basis, the CODM holds a meeting with the CFO, Segment Managers and select other
executives, to discuss strategic business issues which are generally operational in nature, including, for example, key open positions, new products, marketing initiatives, and business processes and systems. These meetings do not include a regular
agenda item for the discussion of financial performance. When financial metrics are reviewed or discussed, they revolve around consolidated results, revenues of the Operating Segment or revenues of the Business Units within the Operating Segment,
and the main drivers of these results. For example, when discussing revenues for the U.S. E-Commerce Business Unit, website visitor conversion and visitor growth may be discussed.

 As previously noted, the CODM’s primary focus is net revenue growth on a consolidated, Operating Segment and Business Unit basis. Financial metrics such as gross margins, contribution margin and
inventory turns and levels are not discussed for any Business Unit during these meetings. As requested in Comment 2 of this letter, we have included the “Q3 Board Presentation – KP Edition” dated November 2nd -3rd, 2011 and the “Executive Financial Review” for September 2011. These documents include the financial data
that is regularly reviewed by the CODM. We request, pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended, that the Commission Staff return this supplemental information to us following its review.

Comment 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 level of the forecast (i.e. BU, Segment, North America/International and Consolidated) and 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 provided to the CODM when he reviews and approves the forecast at the level(s) he does.

•

Please explain under what circumstances the CODM provides forecast guidance related to a group of BUs or a given BU.

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•

Provide us with the 2011 forecast that is regularly reviewed by the CODM to assess performance. Also, provide any additional operating results package that may be reviewed by
the CODM.

 Response

Under Armour Inc. is a growth company. The strategic vision of the Company is highly correlated to the Company’s ability to achieve its long term
revenue growth targets on a consolidated basis, geographically and at the Business Unit level. The CODM takes an active role in determining how each of the Business Units will contribute to achieving the overall consolidated revenue target. For
example, the CODM may stipulate that the Company needs a certain percent of revenues to come from the combined international Operating Segments by a certain year, or may direct a different strategy for U.S. Direct to Consumer revenues.

The forecasting process starts with the CODM setting the consolidated revenue targets, gross margin targets, operating income targets and inventory turn
targets for the Company. The CODM then determines the level of investment the Company is willing to make in each of the three growing international Operating Segments, which leads to the revenue and operating income targets for the international
Operating Segments. The CFO and Financial Planning & Analysis (“FP&A”) Team calculate target revenue and operating income for the North American Operating Segment based on the consolidated targets less the international
Operating Segments targets, which is then approved by the CODM.

 The CODM, the CFO and the Segment Managers also work together to determine
revenue targets for each Business Unit necessary to achieve the consolidated Company and Operating Segment revenue targets. Based on these Business Unit revenue targets and knowledge about the Business Unit, the CFO and the FP&A Team determine
the Business Unit operating income targets that are required to achieve the geographic Operating Segment and consolidated Company operating income targets approved by the CODM.

 Revenue, gross margin and operating income targets are then communicated to the Business Unit Managers by the FP&A Team. The Business Unit Managers work with the FP&A Team to develop a detailed
and supported forecast for the Business Unit, including revenues, gross margin and operating income. If the forecast does not achieve the revenue and operating income targets, then discussion occurs between the Business Unit Managers and the
FP&A Team until an agreement is reached. If the combined forecast for the Business Units within an Operating Segment create a shortage compared to the approved operating segment forecast, then CODM approval is required if a reallocation between
Operating Segments is necessary. The CODM also becomes involved in material changes to revenue targets for each Business Unit.

 In summary:

•

The CODM reviews and approves 1) revenues, gross margin, operating income and inventory turns on a consolidated basis, 2) revenues and

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operating income for each of the four Operating Segments, and 3) revenue for each of the Business Units within the Operating Segments. The information reviewed with the CODM
during this process includes revenues, gross margin, total SG&A and operating income for the four Operating Segments and the consolidated total, along with revenues by Business Unit.

•

The CFO and Segment Managers review and approve revenues for each of the Business Units within the North American Operating Segment, and based on the approved revenues by
Business Unit, the CFO and FP&A Team determine appropriate operating income by Business Unit. The information reviewed by the CFO and Segment Managers during this process includes revenues, gross margin, SG&A and operating income for each of
the four Operating Segments and for each of the related Business Units.

•

The Business Unit Managers work with the FP&A Team to develop a detailed and supported forecast for the Business Unit that aligns with the consolidated and Operating Segment
revenues, gross margins and operating income targets.

 The North American Operating Segment includes seven Business Units. The CODM provides forecast guidance related to a
group of Business Units in connection with his review and approval of the total North American Operating Segment revenue. During this review, the forecasts for line items other than revenue of the individual Business Units within the North American
Operating Segment are not provided to the CODM. Currently, each of the International Operating Segments has a single Business Unit. The CODM sets the revenue targets for the Business Units, which further ensures that the Business Unit initiatives
are aligned with the Company’s overall strategic initiatives.

 The forecast process described above is also used to establish the targets
for the Company’s annual incentive plan. Please refer to our letter dated June 1, 2011 for further details on our incentive plans.

Please refer to the attached “Q3 Board Presentation – KP Edition” dated November 2nd – 3rd which provides the 2011 forecast as
reviewed with the CODM. In addition to the Board Presentation package which is reviewed on a quarterly basis, the CODM also receives the “Executive Financial Review” on a quarterly basis. We have attached the most recent September 2011
version for your review. We request, pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended, that the Commission Staff return this supplemental information to us following its review.

Comment 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 presentation, please provide an analysis on resource allocation of your selling and marketing expenditures:

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•

Explain how resources are allocated and explain each person’s involvement 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 allocate resources to each of the
BUs.

•

Please discuss whether the segment managers can make the allocation decision without approval from the CODM.

•

Explain whether these segment managers [can] 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.

 Response

Our marketing decisions are integral to increase customer and potential customer awareness. As such, our marketing expenditures are planned and managed
on a consolidated basis. While marketing expenses are recorded within each geographic segment, the expenses are generally not allocated to the Business Units within the segment. The CODM allocates consolidated resources to marketing expenditures by
approving marketing investments that he believes will provide greater brand awareness and contribute toward the achievement of the current and future consolidated revenue target. The CODM has significant involvement in deciding which marketing
initiatives should be allocated resources to drive the achievement of the overall strategic plan. These include the approval of multi-year spending commitments such as team, professional athlete, or event sponsorships, brand campaigns, and
investments in the overall presentation at retailers. These initiatives generally require significant financial investment, are key to exposing the brand, and have perceived benefit across each of our Business Units. The remaining marketing
expenditures that are allocated to the Business Units within the North American Operating Segment are primarily to support marketing campaigns with our retail partners based on a percentage of sales with the specific partner. In summary, the CODM
has input into the overall marketing spend for the Company, but he is not involved with how marketing expenditures are allocated within the Business Units.

 While selling expenses are managed within the Business Units, these expenses are correlated to the Business Unit revenue targets set by the CODM. For example, the US Retail Business Unit selling expenses
are set and managed by the CFO, Segment Manager and Business Unit Manager as a percentage of revenues. As noted above, the CODM sets all business unit revenue targets. The CODM relies on the Business Unit Managers and Segment Managers to allocate
adequate resources to achieve the revenue targets and stay within the segment operating income targets.

 As noted above, most of the planned
marketing expenditures within the Operating Segment are not allocated to the Business Units. The CODM does not receive information on the remaining resources that are allocated to selling and marketing in the Business Units. However, when reviewing
operating income on a consolidated basis, a particular Business Unit may be

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highlighted in order to explain the major drivers of SG&A fluctuations for purposes of giving context to the consolidated results.

 Segment Managers can allocate resources during the planning process and later reallocate resources between Business Units during the year without seeking approval from the CODM, provided the reallocation
does not impact the consolidated and Operating Segment targets set, reviewed and approved by the CODM. If allocations between Business Units cause results to not meet the operating income targets set by the CODM, additional guidance from the CODM
will be necessary for updates to forecasted Operating Segment or consolidated operating income. The guidance provided ensures that strategic goals are maintained and it is the responsibility of the Business Unit Managers, Segment Managers and CFO to
reallocate between business units. The need to reallocate resources from one Operating Segment to another requires the approval of the CODM. The CODM’s approvals are not needed on resource allocations within the Operating Segments, as long as
the operating segments are expected to meet the operating income (loss) targets set by the CODM. Also, as discussed above the CODM is typically involved in reviewing and approving material spending commitments and other specific strategic
transactions.

Comment 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 present gross margins for Apparel, Footwear,
Ecommerce and Canada/International. Please explain what this schedule is presenting and how this information reconciles with your statements that the CODM does not receive financial metrics below revenues for any of the product categories or
distribution channels.

 Response

We apologize for our oversight in not directly responding to your previous question. Page 4 of the Q4 Board Presentation is a “Downside Risk
Analysis” schedule. This schedule was developed to help identify the consolidated dollar impact of certain risks and opportunities. The estimated gross margin percentages were included to highlight the impact to consolidated operating results
if strategic initiatives were not successful, and not to highlight a Business Unit gross margin. The gross margin percentages for Apparel, Footwear, E-commerce and International on this schedule for 2012 and 2013 are not utilized by the CODM to
allocate resources or to assess performance since, as