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 March 24, 2026

Reza Taleghani
Chief Financial Officer
Under Armour, Inc.
101 Performance Drive
Baltimore, Maryland 21230

 Re: Under Armour, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2025
 Filed May 22, 2025
 File No. 001-33202
Dear Reza Taleghani:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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 Document March 23, 2026 Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, NE Washington D.C. 20549 Attention:    Stephany Yang Melissa Gilmore Re:     Under Armour, Inc. Form 10-K for the Fiscal Year Ended March 31, 2025 Filed May 22, 2025 File No. 001-33202 Ladies and Gentlemen: Under Armour, Inc. (“we”, “our”, “Under Armour” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “SEC”) in its letter dated March 11, 2026 regarding our Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”). To assist in your review, we have included the Staff’s comment below prior to our response. Form 10-K for the Fiscal Year Ended March 31, 2025 Notes to the Consolidated Financial Statements Note 2. Summary of Significant Accounting Policies Goodwill and Indefinite-Lived Intangible Assets, page 54 Comment 1. We note your disclosure that in conducting an annual impairment test, you first review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying amount, and if factors indicate that is the case, or if you choose to bypass the qualitative assessment, you perform a quantitative impairment test. We further note that no goodwill impairments were recorded during Fiscal 2025, Fiscal 2024 or Fiscal 2023. Please revise your disclosures to ensure that you include an accounting policy addressing how you assess goodwill and intangible assets for impairment. Your disclosures should include, but not necessarily be limited to the following: • Provide a thorough discussion of your impairment testing policies, including a description of the key assumptions used to estimate the fair value of the reporting units for your goodwill impairment analysis, how the key assumptions were determined, the degree of uncertainty associated with the key assumptions, and any material changes in the key assumptions during the periods presented. • Discuss how goodwill and other intangible assets were tested during the respective periods, including whether you performed a qualitative and/or quantitative test. • Indicate how you determine your reporting units for goodwill impairment testing purposes and identify your reporting units. • State whether or not the fair values of your reporting units “substantially exceed” the respective carrying values. To the extent any reporting unit fair values are not substantially in excess of carrying values, disclose the name(s) of the reporting unit(s), the percentage by which the estimated fair value of the reporting unit(s) exceeded the carrying value, the amount of goodwill allocated to the reporting unit(s), and whether the related goodwill is at risk of impairment. Also provide a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. • Given the revenue decreases in your North America segment, ensure you specifically and comprehensively address the recoverability of respective assets. Response 1. The Company respectfully acknowledges the Staff’s comment and undertakes to revise our future filings, beginning with its Annual Report on Form 10-K for the year ending March 31, 2026, to enhance and expand its accounting policy disclosures related to goodwill and indefinite-lived intangible asset impairment in Note 2 to its Consolidated Financial Statements and within the Critical Accounting Estimates discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). For example, in any period that goodwill is impaired and considered a non-recurring fair value measurement, the Company will include the applicable ASC 820 disclosures, such as the fair value measurement, valuation techniques and information about the inputs to the fair value measurement. Further, if any reporting units are deemed “at-risk” during any period, the Company will include additional critical accounting estimates disclosure as described in Section 9510 of the Division’s Financial Reporting Manual. During Fiscal 2025, no reporting units were at-risk of impairment and the fair value of all reporting units substantially exceeded their carrying values. The revised disclosures will address the items identified by the Staff, as applicable, and are included below, with language disclosed in the Company’s Form 10-K for the year ended March 31, 2025 appearing in plain text and the additional disclosures that would have been included based on the facts applicable to that period appearing in italics. The final disclosure language may differ from that presented below based on the facts applicable at the time the Company completes its Annual Report on Form 10-K for the year ending March 31, 2026. “Goodwill and indefinite-lived intangible assets are recorded at their estimated fair values at the date of acquisition and are allocated to the reporting units that are expected to receive the related benefits. The Company’s reporting units generally align with its operating segments, however North America consists of three reporting units, each of which qualifies as a component one level below the operating segment in accordance with ASC Topic 280 “Segment Reporting”. Refer to Note 5 to these Consolidated Financial Statements for the allocation of goodwill by operating segment. Goodwill and indefinite-lived intangible assets are not amortized and, in accordance with ASC Topic 350-20 "Goodwill," are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that it is more likely than not that the fair value is less than its carrying amount. If indicators of impairment exist, the Company first performs a recoverability test on its long-lived and definite-lived assets within each reporting unit. If an impairment of a long-lived or definite-lived asset is identified the carrying value of the respective reporting unit is reduced prior to performing a goodwill impairment test. Refer to “long-lived asset and definite-lived intangible assets” elsewhere in Note 2 for additional details on the Company’s annual recoverability assessment. The Company performs its annual impairment testing in the fourth quarter of each fiscal year. In conducting an annual impairment test, the Company may review qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying amount, or it may choose to bypass the qualitative assessment and perform a quantitative impairment test. When performing a qualitative assessment, the Company considers factors including, but not limited to, historical and expected future financial performance, macroeconomic conditions, industry trends and changes in the legal and regulatory environment. If these factors indicate that it is “more likely than not” that the carrying value of a reporting unit exceeds the fair value, the Company performs a quantitative impairment test. When performing a quantitative impairment test, the Company compares the estimated fair value of the reporting unit or indefinite-lived intangible asset with its carrying amount. If the carrying amount of a reporting unit or indefinite-lived intangible asset exceeds its fair value, the goodwill of the reporting unit or the indefinite-lived intangible asset is impaired to the extent that the carrying value exceeds the fair value. The fair value of each reporting unit is estimated using a discounted cash flow model, under the income approach, which indicates the fair value of the reporting unit based on the present value of the cash flows that the Company expects the reporting unit to generate in the future. Key assumptions used in the discounted cash flow model include weighted average cost of capital, long-term growth rate and profitability of the reporting unit's business and working capital effects. The Company believes the key assumptions used in its annual impairment testing are reasonable. However, they involve estimates and require significant judgment, and therefore are inherently uncertain and subject to change in the future.” The Company also undertakes to include in its Annual Report on Form 10-K for the year ending March 31, 2026, all required information relating to its Fiscal 2026 impairment assessment, as well as the following additional information specifically relating to its impairment assessments for Fiscal 2025 and Fiscal 2024 respectively. “In Fiscal 2025, the Company elected to bypass the qualitative assessment and performed a quantitative impairment test of its goodwill for all reporting units. The Company engaged a third party valuation specialist to assist with determining the fair value of its reporting units, which was estimated using a discounted cash flow model. Based on the results of the quantitative impairment test, the Company concluded that the estimated fair value of all reporting units substantially exceeded their carrying value and that no other potential events or circumstances were identified that indicated any reporting unit was at risk of impairment. Therefore no goodwill impairments were recorded during Fiscal 2025. The Company performed a qualitative impairment assessment of its goodwill in Fiscal 2024 and concluded that it was more likely than not that the fair value of each reporting unit substantially exceeded its carrying value. Accordingly, the Company did not perform a quantitative impairment test and no goodwill impairments were recognized during Fiscal 2024. No indefinite-lived intangible impairments were recorded during Fiscal 2025. During Fiscal 2024, the Company recorded an indefinite-lived intangible asset impairment charge of $0.6 million within selling, general and administrative expenses on the Consolidated Statements of Operations and as a reduction to the related asset balances on the Consolidated Balance Sheets. The indefinite lived intangible asset impairment charge for Fiscal 2024 is included within the Company's Latin America operating segment.” The Company believes the additional disclosures outlined above will address the Staff’s Comment and enhance the Company’s transparency regarding the Company’s goodwill and indefinite-lived intangible asset impairment methodologies and related judgments. The Company respectfully advises the Staff that it will incorporate revised disclosures consistent with the language and level of detail provided above to the extent applicable in its future annual reports. In responding to the Staff’s comments, the Company acknowledges that it and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions, please do not hesitate to call me at (443) 305-3061. Sincerely, /s/ Eric Aumen Eric Aumen Chief Accounting Officer

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 March 11, 2026

Reza Taleghani
Chief Financial Officer
Under Armour, Inc.
101 Performance Drive
Baltimore, Maryland 21230

 Re: Under Armour, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2025
 Filed May 22, 2025
 File No. 001-33202
Dear Reza Taleghani:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended March 31, 2025
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Goodwill and Indefinite-Lived Intangible Assets, page 54

1. We note your disclosure that in conducting an annual impairment test,
you first
 review qualitative factors to determine whether it is more likely than
not that the fair
 value of the reporting unit or indefinite-lived intangible asset is less
than its carrying
 amount, and if factors indicate that is the case, or if you choose to
bypass the qualitative
 assessment, you perform a quantitative impairment test. We further note
that no goodwill
 impairments were recorded during Fiscal 2025, Fiscal 2024 or Fiscal
2023. Please revise
 your disclosures to ensure that you include an accounting policy
addressing how you
 assess goodwill and intangible assets for impairment. Your disclosures
should include,
 but not necessarily be limited to the following:
 Provide a thorough discussion of your impairment testing policies,
including a
 description of the key assumptions used to estimate the fair value
of the reporting
 units for your goodwill impairment analysis, how the key assumptions
were
 March 11, 2026
Page 2

 determined, the degree of uncertainty associated with the key
assumptions, and any
 material changes in the key assumptions during the periods
presented.
 Discuss how goodwill and other intangible assets were tested
during the respective
 periods, including whether you performed a qualitative and/or
quantitative test.
 Indicate how you determine your reporting units for goodwill
impairment testing
 purposes and identify your reporting units.
 State whether or not the fair values of your reporting units
substantially exceed the
 respective carrying values. To the extent any reporting unit fair
values are not
 substantially in excess of carrying values, disclose the name(s) of
the reporting
 unit(s), the percentage by which the estimated fair value of the
reporting unit(s)
 exceeded the carrying value, the amount of goodwill allocated to the
reporting
 unit(s), and whether the related goodwill is at risk of impairment.
Also provide a
 description of potential events and/or changes in circumstances that
could reasonably
 be expected to negatively affect the key assumptions.
 Given the revenue decreases in your North America segment, ensure
you specifically
 and comprehensively address the recoverability of respective assets.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Stephany Yang at 202-551-3167 or Melissa Gilmore at
202-551-3777
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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United States securities and exchange commission logo
December 15, 2022
Patrik Frisk
Chief Executive Officer and President
Under Armour, Inc.
1020 Hull St.
Baltimore, MD 21230
Re:Under Armour, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 23, 2022
File No. 001-33202
Dear Patrik Frisk:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Document

December 14, 2022

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, NE

Washington D.C. 20549

Attention:    Andrew Blume

Kevin Woody

Re:                      Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed February 23, 2022

Form 8-K Furnished November 3, 2022

File No. 001-33202

Ladies and Gentlemen:

Under Armour, Inc. (“we”, “our”, “Under Armour” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “SEC”) in its letter dated December 2, 2022 regarding our Form 10-K for the fiscal year ended December 31, 2021 (the “Form 10-K”) and Form 8-K furnished on November 3, 2022. 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, 2021

Notes to the Audited Consolidated Financial Statements

Earnings per Share, page 64

Comment 1.    We note that you do not mention your 1.50% Convertible Senior Notes in your earnings per share accounting policy disclosure and footnote. Please tell us how you treated your convertible notes for EPS purposes during the periods presented. See ASC 260-10-45-45 and -46.

Response 1.

The Company respectfully acknowledges the Staff’s comment and undertakes to disclose in Note 2 to its Consolidated Financial Statements in its future Annual Reports on Form 10-K that diluted earnings per share reflects the potential dilution from common shares issuable through its convertible notes.

With respect to the earnings per share computation and disclosure in Note 18 to the Company’s Consolidated Financial Statements in the Form 10-K, the Company submits to the Staff that it appropriately accounted for its 1.50% Convertible Senior Notes (convertible into cash, shares of the Company’s Class C Common Stock or a combination of cash and shares of Class C Common Stock, at

Page 1 of 3

the Company’s election) for each of the three fiscal years ended December 31, 2021, 2020 and 2019, respectively, in accordance with ASC 260 when computing basic and diluted earnings per share, as further discussed below:

•For the fiscal year ended December 31, 2019, the Company had not yet issued its 1.50% Convertible Senior Notes, and therefore it was not applicable to the computation of diluted earnings per share.

•For the fiscal year ended December 31, 2020, the Company was in a net loss position and therefore did not include the dilutive impact of shares of Class A, B and C Common Stock issuable through its stock options, warrants, restricted stock units, other equity awards or its 1.50% Convertible Senior Notes in the computation of diluted earnings per share, as this impact would have been anti-dilutive, and presenting anti-dilutive earnings per share is prohibited under ASC 260-10-45-19.

•For the fiscal year ended December 31, 2021, as permitted under ASC 260-10-45 and prior to the adoption of ASU 2020-06, the Company used the treasury stock method to compute basic and diluted earnings per share. Pursuant to the treasury stock method, the Company assessed its 1.50% Convertible Senior Notes on a quarterly basis to determine the potential dilutive impact of the conversion option, which resulted in the Company including an additional dilution of 104,910 shares of Class C Common Stock in its computation of diluted earnings per share for the fiscal year ended December 31, 2021. While the impact of the potential shares issuable through its 1.50% Convertible Senior Notes was included within the line “Effect of dilutive securities Class A, B and C”, the Company did not separately disclose the potential dilutive impact from its 1.50% Convertible Senior Notes in the narrative related to its computation of diluted earnings per share because it determined that the potential dilution from the 104,910 shares of Class C Common Stock issuable through its 1.50% Convertible Senior Notes was not material to the dilutive earnings per share calculation.

Form 8-K Furnished November 3, 2022

Exhibit 99.1, page 1

Comment 2.      We note that your presentation of several non-GAAP measures that remove the “impact of legal expenses relating to litigation matters.” Since legal expenses appear to represent normal, recurring, cash operating expenses necessary to operate your business, please remove the adjustment from future filings. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. If you believe the adjustment is in compliance with non-GAAP rules, please advise.

Response 2.

The Company respectfully acknowledges the Staff’s comment and reference to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, including the updates issued on December 13, 2022 (“Question 100.01”). The Company advises the Staff that the removal of “legal expenses relating to litigation matters” from certain of its non-GAAP financial measures specifically relates to the accrual of a contingency in accordance with Accounting Standards Codification Topic 450 related to ongoing legal proceedings that are specifically disclosed in the Company’s Form 10-

Page 2 of 3

K and transition and quarterly reports on Form 10-Q subsequently filed with the SEC. The Company has disclosed an ongoing securities class action lawsuit and stockholder derivative complaints related to similar matters (the “Disclosed Matters”). When considering the appropriateness of excluding the impact of this litigation reserve in the Company’s calculation of certain non-GAAP financial measures, the Company considered all relevant SEC guidance relating to non-GAAP financial measures, including the guidance in Question 100.01. The Company believes it is consistent with Question 100.01 and not misleading to exclude the cost of this litigation reserve from the Company’s calculation of certain non-GAAP measures because these amounts do not represent a normal, recurring cash operating expense. This litigation reserve is separate and distinct from normal, recurring legal expenses incurred in the ordinary course of the Company’s business operations, for which the Company does not adjust any of its financial measures. For clarity, the Company has not included any adjustment for the normal, recurring operating cash expense associated with defending the Disclosed Matters. In future filings, to better clarify its disclosures, the Company undertakes to specifically characterize these adjustments as an adjustment related to a “litigation reserve” in its presentation of non-GAAP measures.

If you have any questions, please do not hesitate to call me at (443) 326-1401.

Sincerely,

/s/ Aditya Maheshwari

Aditya Maheshwari

Senior Vice President, Chief Accounting Officer

Page 3 of 3

United States securities and exchange commission logo
December 2, 2022
Patrik Frisk
Chief Executive Officer and President
Under Armour, Inc.
1020 Hull St.
Baltimore, MD 21230
Re:Under Armour, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 23, 2022
Form 8-K Furnished November 3, 2022
File No. 001-33202
Dear Patrik Frisk:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Notes to the Audited Consolidated Financial Statements
Earnings per Share, page 64
1.We note that you do not mention your 1.50% Convertible Senior Notes in your earnings
per share accounting policy disclosures and footnote.  Please tell us how you treated your
convertible notes for EPS purposes during the periods presented.  See ASC 260-10-45-45
and -46.
Form 8-K Furnished November 3, 2022
Exhibit 99.1, page 1
2.We note your presentation of several non-GAAP measures that remove the "impact of
legal expenses relating to litigation matters."  Since legal expenses appear to represent

 FirstName LastNamePatrik Frisk
 Comapany NameUnder Armour, Inc.
 December 2, 2022 Page 2
 FirstName LastName
Patrik Frisk
Under Armour, Inc.
December 2, 2022
Page 2
normal, recurring, cash operating expenses necessary to operate your business, please
remove this adjustment from future filings.  Refer to Question 100.01 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.  If you believe
the adjustment is in compliance with non-GAAP rules, please advise.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Kevin Woody,
Accounting Branch Chief, at (202) 551-3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 21, 2022
David Bergman
Chief Financial Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230
Re:Under Armour, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 24, 2021
File No. 001-33202
Dear Mr. Bergman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 December 3, 2021

Division of Corporation Finance

 Office of Manufacturing

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington D.C. 20549

Attention:

Wei Lu

Ethan Horowitz

Re:

Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 24, 2021

File No. 001-33202

 Ladies and Gentlemen:

 Under
Armour, Inc. (“we”, “our”, “Under Armour” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “SEC”) in its letter dated November 4, 2021
regarding our Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”). 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, 2020

Risk Factors, page 12

Comment 1.
 Your response to prior comment 2 states that you are not aware of any material litigation risks related to
climate change. Please provide us with additional support for this statement and tell us how you considered providing disclosure that specifically addresses the risks associated with the possibility of litigation related to climate change and its
potential impact.

 Response 1.

The Company respectfully acknowledges the Staff’s comment and notes that for the period reported in the Form 10-K, and up to and including the date of this letter, the Company has not been involved in any litigation or other legal proceedings related to climate change, nor is the Company aware of any pending or threatened
litigation or other legal proceedings related to climate change applicable to the Company.

 Therefore, the Company believed at the time of filing the Form 10-K (and continues to believe as of the date of this letter) any litigation risks related to climate change were not material and accordingly did not warrant a separate risk factor disclosure specifically
discussing climate-related litigation risks. In this regard, the Company notes that the revisions to Item 105 of Regulation S-K issued by the SEC last year, which were intended to streamline risk factor
disclosures, applied to the Form 10-K. In particular, the revised Item 105 requires disclosure of “material” risk factors (replacing the previously used “most significant” standard) that
are tailored to each company’s circumstances and particular risk profile. Management monitors and assesses on an ongoing basis any material litigation risks, including those related to climate change. Based on that assessment, as well as the
Company’s consideration of whether the information constituted “material information … as may be necessary to make the required statements, in the light of the circumstances under which they were made, not misleading” pursuant to
Rule 12b-20 of the Securities Exchange Act of 1934, the Company respectfully submits the risk factors in the Form 10-K adequately addressed all known material litigation
risks at the time of filing, including the risks associated with the possibility of litigation related to climate change and its potential impact. The Company will continue to monitor and evaluate any potential material litigation risks related to
climate change and will disclose such matters in its future SEC filings accordingly.

 Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 31

Comment 2.
 Your response to prior comment 3 states that you have not experienced a measurable impact on the demand for
your products due to climate-related changes in consumer preferences or regulation. Provide us with additional support for this statement and tell us how you determined that climate-related trends in consumer preferences were not reasonably likely
to have a material impact on your liquidity, capital resources or results of operations. Your response should specifically address each of the items noted in our prior comment.

Response 2.

 The Company respectfully
acknowledges the Staff’s comment, and acknowledges that potential climate-related changes in consumer preferences may include decreased demand for goods that produce significant greenhouse gas emissions or are related to carbon-based energy
sources and increased demand for goods that result in lower emissions, which may lead to increased competition to develop innovative new products that result in lower emissions. As noted in the Company’s response to prior comment 3, the Company
is aware that sustainability is a growing area of consumer focus and, in the ordinary course of business, the Company regularly evaluates consumer insights, including those relating to sustainability. At the time of filing the Form 10-K, and up to and including the date of this letter, the Company’s consumer insights work indicates that generally across the marketplace a growing number of consumers, particularly those in younger
demographics, may have a preference for brands that support environmental causes and are viewed as being socially conscious. The Company plans to continue researching and learning more about emerging trends in consumer preferences and incorporating
them into the Company’s long-term strategy as appropriate.

 Although the Company anticipates increasing its offering of products that
use sustainable materials and manufacturing processes over the long-term and has publicly stated its long-term commitment to minimizing its environmental footprint, emphasizing the sustainability of the Company’s products has not been a key
area of focus in the Company’s external marketing campaigns to date and limited information has been provided to the Company’s consumers regarding the sustainability of its product offerings. For example, while the Company is working
toward decreasing its dependence on elastane by incorporating a thread texturing technique and polymer developments to make products that last longer and that will have the potential to be completely recyclable, the Company has not focused its
marketing of these products around their more environmentally responsible features. Similarly, in certain circumstances, the Company uses REPREVE® recycled polyester, which diverts plastic
bottles from landfills and oceans by reusing them in the Company’s shirts, but the Company has not promoted this innovation in its marketing campaigns for any particular products. Moreover, the Company’s product offerings that do
incorporate these types of innovations have not represented a material number of the Company’s product offerings.

 Page 2 of 6

 Furthermore, the Company notes that although it has not historically promoted sustainability
in the marketing of its products, the Company’s net revenues have still steadily increased each year over the last several years, from $4.0 billion in the fiscal year ended December 31, 2015 to $5.3 billion in the fiscal year
ended December 31, 2019. Net revenues in the fiscal year ended December 31, 2020 were $4.5 billion, but the decrease in net revenues from the prior year was primarily due to impacts relating to the
COVID-19 pandemic. At the time the Company announced its results of operations for the fiscal year ended December 31, 2020, it also provided its expected outlook for the fiscal year ending
December 31, 2021, which included an expected increase in net revenues and earnings for the fiscal year ending December 31, 2021 when compared to the fiscal year ended December 31, 2020.

Based on the Company’s insights regarding climate-related changes in consumer preferences, the fact that the Company has not
significantly focused on sustainability in the marketing of its product offerings and the Company’s steadily increasing net revenues, the Company believed that climate-related trends in consumer preferences were not reasonably likely to have a
material impact on its liquidity, capital resources or results of operations when it filed the Form 10-K. The Form 10-K identified several items that could have a
material impact on the Company’s liquidity and capital resources in the fiscal year ending December 31, 2021, including the COVID-19 pandemic, access to the Company’s credit facilities, the
Company’s credit rating, a prolonged or more severe economic recession and a slower-than-expected economic recovery. However, the Company did not believe, at that time, that climate-related trends in consumer preferences (both when considered
as a standalone item and when considered in comparison to the aforementioned items) were reasonably likely to have a material impact on its results of operations given the limited number of products that the Company produces and markets as using
sustainable materials—either as a result of the sustainable products the Company intended to sell during the fiscal year ending December 31, 2021 or the decisions the Company made not to increase significantly the focus on sustainability
in its marketing of such products during the fiscal year ending December 31, 2021. As these trends continue to develop, the Company will continue to evaluate and disclose, as required, whether such trends are reasonably likely to have a
material impact on the Company’s liquidity, capital resources or results of operations in future SEC filings.

Comment 3.
 We note from your response to prior comment 4 that to date, you have not experienced any material physical
effects or operational disruptions related to severe weather or climate change. Provide us with additional detail supporting this statement, including information quantifying weather-related damages incurred for the periods covered in your
response.

 Response 3.

The Company respectfully acknowledges the Staff’s comment and notes that at the time of filing the Form
10-K, the Company had not experienced any material weather or climate-related damages to its physical properties. For each of the fiscal years ended December 31, 2020, 2019 and 2018, weather or
climate-related damages to the Company’s physical properties were estimated to be less than 1% of the Company’s total selling, general and administrative expense for such periods. As a result, the Company did not consider weather or
climate-related damages to its physical properties to be material for the periods reported in the Form 10-K.

 Page 3 of 6

 In addition, to date, the Company has not experienced any material operational disruptions
related to severe weather or climate change. For example, no significant properties were affected and no significant downtime or closures resulted from any weather or climate-related events. The Company estimates that any potential lost net revenues
from weather or climate-related events amounted to less than 0.01% of net revenues for each of the fiscal years ended December 31, 2020, 2019 and 2018. This estimation was determined using the net revenues earned during the day prior to each
weather or climate-related store closure as a proxy for the net revenues that would have been earned during each day if such store closure had not occurred.

Comment 4.
 Your response to comment 4 states that you did not experience any significant weather-related impacts with
respect to the cost or availability of insurance for the periods reported in the Form 10-K. Provide us with additional detail to support this statement and your expectations for weather-related impacts on the
cost or availability of insurance, including quantitative information.

 Response 4.

The Company respectfully acknowledges the Staff’s comment and notes that total insurance expense for all lines of insurance was less than
1% of the Company’s total selling, general and administrative expenses for each of the fiscal years ended December 31, 2020, 2019 and 2018. The Company’s insurance premiums specifically relating to its flood and property policies
represent approximately one-third of the Company’s total annual insurance premiums. During the fiscal year ending December 31, 2021, the Company renewed all of its insurance policies, including its
flood and property policies, without any difficulties, although the Company experienced an increase across all of its insurance policies, including an increase of approximately 26% with respect to its flood and property policies as compared to the
fiscal year ended December 31, 2020. As previously noted in the Company’s response to prior comment 4, the Company’s insurance carriers and brokers have noted a rise in natural disasters as one of several reasons for increased
premiums throughout the marketplace, agnostic of the industry. Based on past experience, the Company currently does not anticipate any difficulty in obtaining insurance in the future and at this time continues to expect that the cost of insurance
will not be material to the Company’s results of operations.

Comment 5.
 We note from your response to prior comment 5 that you have not had any past or planned future capital
expenditures for climate-related projects that you consider to be material. Please tell us more about these type of capital expenditures and provide us with quantitative information supporting your statement regarding materiality.

 Response 5.

 The
Company respectfully acknowledges the Staff’s comment. As noted in the Company’s response to prior comment 5, many of the Company’s property-related capital expenditures incorporate sustainability within the total project design. For
example, at its headquarters in Baltimore, Maryland, the Company has installed, among other things, LED lighting, HVAC efficiency and cooling towers, highly reflective roofs and timed power outlets. Additionally, all of the Company’s retail
stores in North America are wired with energy management systems, enabling the Company to use remote control to set more efficient schedules for lighting and HVAC equipment. While these can be considered capital expenditures for climate-related
projects, the Company does not currently maintain a separate capital expenditure category for climate-related projects or initiatives, as climate-related expenditures have not been significant and are embedded in broader strategic spending aimed at
improving operations while also being an environmentally responsible company.

 Page 4 of 6

 Similarly, the Company is engaged in a number of smaller ongoing initiatives that provide
operational benefits, while also reducing the negative environmental impact of its products and processes. For example, the Company is working to replace its use of physical product samples with virtual 3D versions and to reduce its reliance on
traditional cut-and-sew processes (which result in cutting room scraps) by using
direct-to-product digital fabrication techniques. The Company has also shifted toward using virtual color approval, which reduces materials use and shipping-related
greenhouse gas emissions. For certain products, the Company and its third-party manufacturers use an innovative yarn extrusion and dyeing process that reduces the use of water, energy and chemicals. Additionally, in the development and manufacturing
of certain products, the Company and its partners leverage digital printing for printing graphics on products, which reduces water use and greenhouse gas emissions. As noted in response 2 above, the Company is continually looking for innovative ways
to use more sustainable materials in its products. Nevertheless, the aforementioned projects, individually and taken as a whole, are immaterial to the Company’s total capital expenditures. Although in connection with the aforementioned
projects, the Company purchased fixed assets, such as 3D printers, and capitalized associated software, the capital expenditure associated with the aforementioned projects accounted for approximately 4% (or $3.7 million) of the Company’s total
capital expenditure for the fiscal year ended December 31, 2020 and approximately 2% (or $2.2 million) of the Company’s total capital expenditure for the fiscal year ended December 31, 2019.

The Company will continue

CORRESP
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CORRESP

 November 17, 2021

Office of Manufacturing

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Washington D.C.
20549

Re:
 Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 24, 2021

File No. 001-33202

Ladies and Gentlemen:

 On behalf of Under Armour, Inc. (the
“Company”), we acknowledge receipt of the Securities and Exchange Commission Staff’s comment letter dated November 4, 2021, regarding the Company’s Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 2020, filed on February 24, 2021.

 The comment letter requires that the Company respond within ten business days
or inform the Staff when the Company will respond. As discussed with Wei Lu and Ethan Horowitz, we hereby request an extension to respond by no later than December 3, 2021. This additional time will enable the necessary internal review related
to the Company’s response to the comment letter.

 Thank you for your consideration of our request for an extension. If you have any questions,
please do not hesitate to call me at (443) 326-1401.

Sincerely,

 /s/ Ady Maheshwari

Ady Maheshwari

Senior Vice President, Chief Accounting Officer

United States securities and exchange commission logo
November 4, 2021
David Bergman
Chief Financial Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230
Re:Under Armour, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 24, 2021
File No. 001-33202
Dear Mr. Bergman:
            We have reviewed your October 14, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 23, 2021 letter.
Form 10-K for the Fiscal Year Ended December 31, 2020
Risk Factors, page 12
1.Your response to prior comment 2 states that you are not aware of any material litigation
risks related to climate change.  Please provide us with additional support for this
statement and tell us how you considered providing disclosure that specifically addresses
the risks associated with the possibility of litigation related to climate change and its
potential impact.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
31
2.Your response to prior comment 3 states that you have not experienced a measurable
impact on the demand for your products due to climate-related changes in consumer

 FirstName LastNameDavid Bergman
 Comapany NameUnder Armour, Inc.
 November 4, 2021 Page 2
 FirstName LastName
David Bergman
Under Armour, Inc.
November 4, 2021
Page 2
preferences or regulation.  Provide us with additional support for this statement and tell us
how you determined that climate-related trends in consumer preferences were not
reasonably likely to have a material impact on your liquidity, capital resources or results
of operations.  Your response should specifically address each of the items noted in our
prior comment.
3.We note from your response to prior comment 4 that to date, you have not experienced
any material physical effects or operational disruptions related to severe weather
or climate change.  Provide us with additional detail supporting this statement, including
information quantifying weather-related damages incurred for the periods covered in your
response.
4.Your response to prior comment 4 states that you did not experience any significant
weather-related impacts with respect to the cost or availability of insurance for the periods
reported in the Form 10-K.  Provide us with additional detail to support this statement and
your expectations for weather-related impacts on the cost or availability of insurance,
including quantitative information.
5.We note from your response to prior comment 5 that you have not had any past or planned
future capital expenditures for climate-related projects that you consider to be material.
Please tell us more about these types of capital expenditures and provide us with
quantitative information supporting your statement regarding materiality.
6.Your response to prior comment 6 states that you did not incur any material increased
compliance costs related to climate change for the periods reported in the Form 10-K.
Tell us about the compliance costs you have incurred and explain how you concluded the
related amounts were not material.
            You may contact Wei Lu, Staff Accountant at (202) 551-3725 or Ethan Horowitz,
Accounting Branch Chief at (202) 551-3311, if you have questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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CORRESP

 October 14, 2021

Division of Corporation Finance

 Office of Manufacturing

United States Securities and Exchange Commission

 100 F Street,
NE

 Washington D.C. 20549

Attention:

 Wei Lu

 Ethan Horowitz

Re:

 Under Armour, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2020

 Filed February 24, 2021

File No. 001-33202

 Ladies and Gentlemen:

 Under
Armour, Inc. (“we”, “our”, “Under Armour” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “SEC”) in its letter dated September 23,
2021 regarding our Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”). 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, 2020

General

Comment 1.

We note that you provided more expansive disclosure in your CSR report than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC
filings as you provided in your CSR report.

 Response 1.

The Company firmly believes in the importance of sustainability in becoming a stronger, more resilient company over the long term. As noted in
the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders filed with the SEC on March 16, 2021, the Company’s corporate strategy is based on responsible business practices, including a commitment to sustainability and
human rights. More information regarding the Company’s current sustainability initiatives, including climate change, is available on the Company’s website at https://about.underarmour.com/community/sustainability.

 As part of these efforts, the Company published a 2017 report titled “Sustainability at
Under Armour,” which is currently available on the Company’s website (the “2017 Report”). The Company respectfully acknowledges that the report contained more expansive climate-related disclosures than what was disclosed in the
Form 10-K. The 2017 Report was intended to communicate to investors, employees, suppliers and other stakeholders the Company’s commitment to sustainability and human rights. Accordingly, the disclosures
included in the 2017 Report address an array of matters of varying degrees of importance to a broad set of stakeholders, which matters are not necessarily material to warrant inclusion in the Form 10-K. As
noted in the 2017 Report, during the fiscal year ended December 31, 2014, the Company began a materiality assessment process aligned with the Global Reporting Initiative G4 framework (the “GRI framework”), which was a process distinct
from materiality assessments for purposes of the federal securities laws and was still ongoing at the time the Company published the 2017 Report. The 2017 Report outlined the Company’s sustainability mission and noted key areas of strategic
engagement on numerous topics, including “Energy, Emissions, Water and Waste,” which were identified as potentially material under the GRI framework. The Company provided a summary of specific initiatives to reduce emissions in connection
with its owned and leased headquarters, distribution facilities and North American brand and factory house stores. The Company also discussed efforts to reduce waste impacts related to its products.

In comparison, the disclosures in the Form 10-K were guided primarily by compliance with the
requirements of SEC rules and regulations applicable to the Company. Specifically, in evaluating whether to include the climate-related disclosures from the 2017 Report in the Form 10-K or other SEC filings,
the Company considered the disclosure requirements of Regulation S-K (including Items 101, 103, 105 and 303), as well as whether the information constituted “material information…as may be necessary
to make the required statements, in the light of the circumstances under which they were made, not misleading” pursuant to Rule 12b-20 of the Securities Exchange Act of 1934. The Company further
considered relevant Interpretive Releases, including Guidance Regarding Disclosure Related to Climate Change (Release No. 34-61469) (the “2010 Interpretive Guidance”) and Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Release No. 34-48960) (the “MD&A Interpretive Guidance”).

While the initiatives identified in the 2017 Report were strategically important to the Company’s overall sustainability program at the
time the report was published, the Company did not and currently does not believe these initiatives rise to the level of materiality under the SEC’s rules, regulations and interpretive guidance noted above, either qualitatively or
quantitatively. The initiatives identified in the 2017 Report and to date have not required material capital expenditures or operating expenses nor caused significant operational challenges or risks to the Company’s business or results of
operations. As the Company’s investments and operational efforts to address emissions and climate change continue to evolve, the Company will continue to evaluate its disclosures in its future SEC filings based on the rules, regulations and
interpretive guidance noted above, and will update its disclosures as required.

 Risk Factors, page 12

Comment 2. Disclose any material litigation risks related to climate change and the potential impact to the company.

Response 2.

 The Company respectfully
acknowledges the Staff’s comment and notes that the Company is not aware of any material litigation risks related to climate change applicable to the Company for the periods reported in the Form 10-K, or
up to and including the date of this letter. However, the Company notes the

 Page 2 of 6

following disclosures included within Item 1A. “Risk Factors” in the Form 10-K related to climate change:

•

 Page 14 – The risk factor titled “Our financial results and ability to grow our business may be
negatively impacted by global events beyond our control” identifies specific risks that could negatively impact consumer spending or the operations of the Company or its business partners including “extreme weather conditions…the
imposition of new laws and regulations…as well as rules and regulations regarding climate change.”

•

 Page 15 – The risk factor titled “If we are unable to anticipate consumer preferences, successfully
develop and introduce new, innovative and updated products or engage our consumers, or if consumer preferences shift away from performance products, our sales, net revenues and profitability may be negatively impacted” addresses the
importance of sustainability on consumer preferences and the risk that the Company may not effectively anticipate and respond to consumer preferences and the negative impact this could have on the Company’s results of operations. Specifically,
the risk factor states that “consumers are increasingly focused on the environmental and social policies of brands, including the sustainability of the products sold” and “if we are unable to effectively anticipate and respond to
consumer preferences” as a result of this or the other factors identified therein, “our brand image could be negatively impacted, and our sales, net revenues and profitability may be negatively impacted.”

The Company further notes that page 24 includes risks specifically related to litigation in the risk factor titled “We are the subject of a number of
ongoing legal proceedings that have resulted in significant expense, and adverse developments in our ongoing proceedings and/or future legal proceedings could have a material adverse effect on our business, reputation, financial condition, results
of operations or stock price.” The Company believes this risk factor appropriately addresses all known material litigation risks.

While the Company has not been involved in any significant litigation related to climate change, the Company will continue to monitor and
evaluate any potential material litigation risks related to climate change and will disclose such matters in its future SEC filings accordingly.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

Comment 3.

To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

 •  Decreased demand for goods that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;

 •  Increased demand for goods that result in lower emissions than competing
products; and

 •  Increased competition to develop innovative new products that result in
lower emissions.

 Response 3.

The Company respectfully acknowledges the Staff’s comment. The Company believes that considering sustainability in aspects such as the
development, production and distribution of apparel, footwear and accessories is important as sustainability is a growing area of consumer focus and action on climate change is an increasing area of focus for companies across the consumer-packaged
goods sector. In the ordinary course of business, the Company evaluates consumer insights gained, which may include

 Page 3 of 6

matters relating to sustainability and the use of sustainable products. The Company has publicly stated its long-term commitment to minimizing its environmental footprint and seeks to apply this
mindset in its day-to-day approach in managing the product lifecycle. The Company has also joined the Sustainable Apparel Coalition to assess and help reduce negative
environmental impacts, and positively affect the people and communities across the Company’s value chain.

 When reviewing the
Company’s business activities and considering whether the changes in consumer preferences constitute a known trend for purposes of the Company’s MD&A disclosures in the Form 10-K, consistent with
the MD&A Interpretive Guidance, the Company considered financial, operational and other information known to management, and whether these trends had, or were reasonably likely to have, a material impact on the Company’s liquidity, capital
resources or results of operations. While sustainability practices, including those related specifically to climate change, have increasingly become, and are expected to remain, an area of consumer and business focus, the Company has not experienced
a measurable impact on the demand for its products due to climate-related changes in consumer preferences or regulation and to date, such sustainability-related business activities have not had, and for the periods reported in the Form 10-K were not reasonably likely to have, a material impact on the Company’s liquidity, capital resources or results of operations. The Company expects to continue investing in innovative processes, materials
and technologies to reduce negative environmental impacts in line with its sustainability strategy and publicly made commitments, as well as in response to consumer preferences. The Company commits to disclose such matters, if material, in its
future SEC filings accordingly. However, as of the date of the Form 10-K, neither the Company’s investments related to climate change nor climate-related trends in consumer preferences were reasonably
likely to have a material impact on the Company’s liquidity, capital resources or results of operations.

 In addition, as noted in
Response 2 above, the Company disclosed in Item 1A. “Risk Factors” in the Form 10-K the importance of sustainability on consumer preferences. Consistent with the 2010 Interpretive Guidance and the
MD&A Interpretive Guidance, the Company will continue to evaluate these risks and opportunities, as well as the direct and indirect consequences of sustainability-related trends, in preparing its risk factors and MD&A disclosures for future
reporting periods.

Comment 4.

If material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include the following:

 •  Quantification of material weather-related damages to your property or
operations; and

 •  Any weather-related impacts on the cost or availability of
insurance.

 Response 4.

The Company respectfully acknowledges the Staff’s comment and notes that for the periods reported in the Form 10-K, and to date, the Company has not experienced any material physical or operational disruptions related to severe weather or climate change. The Company’s physical properties include its corporate
headquarters, distribution facilities and brand and factory house stores (see Item 2. Properties of the Form 10-K). While in the ordinary course of business, individual properties may experience severe weather
conditions, such as heavy snow or rainfall, and natural disasters, such as hurricanes and wildfires, which may interrupt or disrupt operations, no such conditions have led to material physical damages resulting in significant loss of business or
resulting in material operational

 Page 4 of 6

disruption, either individually or in the aggregate for the periods reported in the Form 10-K. In making this determination, the Company considered both
quantitative and qualitative factors, including the cost of repairing any damages, the availability of insurance and the operational significance of a particular impacted location.

For the periods reported in the Form 10-K, the Company did not experience any significant
weather-related impacts with respect to the cost or availability of insurance. During 2021, the Company’s insurance carriers and brokers have pointed out a rise in natural disasters as one of several reasons for increased premiums throughout
the marketplace, agnostic of the industry. However, insurance expense does not constitute a material portion of the Company’s selling, general and administrative expense and the Company does not expect any weather-related impacts on the cost or
availability of insurance to be material to the Company.

 The Company will continue to monitor these events and disclose any material
physical effects of climate change on its financial results and business operations in future filings with the SEC as applicable.

Comment 5.

Please revise your disclosure to identify any material past and/or future capital expenditures for climate-related projects, such as those that reduce your emissions. If material, please quantify these expenditures.

 Response 5.

The Company respectfully acknowledges the Staff’s comment and notes the Company has not had any past or planned future capital
expenditures for climate-related projects that the Company considers quantitatively or qualitatively material. The Company notes that while many of its property-related capital expenditures incorporate sustainability within the total project design,
for example targeting the use of sustainable materials in the building or repair of facilities, only a subset of these expenditures specifically relates to climate change. The Company further notes that none of these capital expenditures have been
nor, as of the date of the Form 10-K, were reasonably expected to be material. Additionally, as part of its efforts to reduce greenhouse gas emissions, the Company participates in various climate-related
programs that do not require any direct capital expenditures but may involve incurring immaterial operating expenses, such as the purchase of energy and electricity generated from renewable energy sources as part of its regular business expenses or
other similar programs initiated by landlords at various leased facilities. The Company will continue to monitor its capital expenditures for climate-related projects and, if material, quantify these expenditures in future filings with the SEC as
applicable.

 Comment 6.   Quantify any material increased compliance costs related to climate change.

Response 6.

 The Company respectfully
acknowledges the Staff’s comment and notes

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CORRESP

 September 28, 2021

Office of Manufacturing

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Washington D.C.
20549

Re:
 Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 24, 2021

File No. 001-33202

Ladies and Gentlemen:

 On behalf of Under Armour, Inc. (the
“Company”), we acknowledge receipt of the Securities and Exchange Commission Staff’s comment letter dated September 23, 2021, regarding the Company’s Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 2020, filed on February 24, 2021.

 The comment letter requires that the Company respond within ten business days
or inform the Staff when the Company will respond. As discussed with Wei Lu and Ethan Horowitz, we hereby request an extension to respond by no later than October 15, 2021. This additional time will enable the necessary internal review related
to the Company’s response to the comment letter.

 Thank you for your consideration of our request for an extension. If you have any questions,
please do not hesitate to call me at (443) 326-1401.

 Sincerely,

 /s/ Aditya Maheshwari

Aditya Maheshwari

Senior Vice President, Chief Accounting Officer

United States securities and exchange commission logo
September 23, 2021
David Bergman
Chief Financial Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230
Re:Under Armour, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 24, 2021
File No. 001-33202
Dear Mr. Bergman:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
General
1.We note that you provided more expansive disclosure in your CSR report than you
provided in your SEC filings.  Please advise us what consideration you gave to providing
the same type of climate-related disclosure in your SEC filings as you provided in your
CSR report.

Risk Factors, page 12
2.Disclose any material litigation risks related to climate change and the potential impact to
the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
31

 FirstName LastNameDavid Bergman
 Comapany NameUnder Armour, Inc.
 September 23, 2021 Page 2
 FirstName LastName
David Bergman
Under Armour, Inc.
September 23, 2021
Page 2
3.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:
•decreased demand for goods that produce significant greenhouse gas emissions or are
related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing products;
and
•increased competition to develop innovative new products that result in lower
emissions.
4.If material, discuss the significant physical effects of climate change on your operations
and results.  This disclosure may include the following:
•quantification of material weather-related damages to your property or operations;
and
•any weather-related impacts on the cost or availability of insurance.
5.Please revise your disclosure to identify any material past and/or future capital
expenditures for climate-related projects, such as those that reduce your emissions.  If
material, please quantify these expenditures.

6.Quantify any material increased compliance costs related to climate change.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Wei Lu, Staff Accountant at (202) 551-3725 or Ethan Horowitz,
Accounting Branch Chief at (202) 551-3311, if you have questions regarding the comments.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 26, 2020
David Bergman
Chief Financial Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, MD 21230
Re:Under Armour, Inc.
Form 10-K for the Year Ended December 31, 2019
Filed February 26, 2020
File No. 001-33202
Dear Mr. Bergman:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Document

June 16, 2020

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, NE

Washington D.C. 20549

Attention:         Effie Simpson

Melissa Raminpour

Re:                    Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 26, 2020

Form 10-Q for the Quarter Ended March 31, 2020

Filed May 11, 2020

File No. 001-33202

Ladies and Gentlemen:

Under Armour, Inc. (“we”, “our” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated June 3, 2020. To assist in your review, we have included the Staff’s comments below prior to our responses.

Form 10-Q for the Quarterly Period Ended March 31, 2020

Overview – COVID-19, page 27

Comment 1.      On your first quarter earnings call, you indicate that you currently anticipate second

quarter revenue to be down as much as 50% to 60% with approximately 80% of your global business having been closed since April 1, 2020. Revise your future periodic filings to disclose known trends and uncertainties related to COVID-19. For example, disclose how you expect COVID-19 to impact your future operating results and near-and-long term financial condition and how that compares to the current period. See Item 303 of Regulation S-K, SEC Release No. 33-8350, and CF Disclosure Guidance Topic No. 9.

Response

We respectfully acknowledge the Staff's comment and the guidance referenced in the comment (Item 303 of Regulation S-K, SEC Release No. 33-8350, and CF Disclosure Guidance Topic No. 9.).

Within the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) included in its Form 10-Q for the Quarterly Period Ended March 31, 2020 (the “Q1 Form 10-Q”), the Company provided the following disclosures (as specifically identified by underlining the relevant sentences below for the ease of Staff’s reference) related to COVID-19 and its expected impact on the Company’s future operating results and near-and-long term financial condition:

•Qualitative discussion providing details on a regional basis regarding store closures and openings (including timing) can be found on page 27 and the relevant excerpt is reproduced here, “… during the first quarter of 2020, we took action to close substantially all of our brand and factory house stores based on regional conditions. Specifically, our owned and partner doors in China were closed from late-January through early-March, when a slowly progressive re-opening process started, and beginning in mid-March we closed all of our stores in our North America, EMEA and Latin America operating segments. Stores in the remainder of our APAC operating segment have also been closed from time to time based on regional conditions. Many of our wholesale customers have also closed their stores or are operating at limited capacity, which has delayed the purchase of additional products from us or resulted in cancelled orders. Stores in certain of our international regions have begun to reopen, however, they continue to experience decreased traffic. For the fiscal year ended December 31, 2019, 69% of our net revenues were earned in our North America segment. In addition, while our global e-commerce business remains operational, sales in this channel have historically represented a small percentage of our total revenue. For example, in 2019 sales through our direct to consumer channel represented 34% of net revenues, with our e-commerce business representing less than half of the total direct to consumer business. In 2019, our wholesale channel represented 60% of net revenues.”

•Given the uncertainty of the current economic environment, discussion of the financial impact of the pandemic on the business can be found on  pages 27-28 and the relevant excerpt is reproduced here, “We do expect the pandemic to have a material impact on our financial condition, results of operations and cash flows from operations in future periods. Further, we could experience material impacts, in addition to those noted above, including, but not limited to, revised payment terms with certain wholesale customers, increased sales-related reserves, charges from adjustments of the carrying amount of inventory, increased cost of product, costs to alter production plans, revised lease terms with landlords, changes in the designation of our hedging instruments, and volatility in our effective tax rate. The extent of the impact of the COVID-19 pandemic on our operational and financial performance depends on future developments outside of our control, including the duration and spread of the pandemic and related actions taken by federal, state and local government officials, and international governments to prevent disease spread. Given that the current circumstances are dynamic and highly uncertain, we cannot reasonably estimate the pace and timing of store openings, and traffic patterns when the stores re-open, and the impact on overall consumer demand. For a more complete discussion of the COVID-19 related risks facing our business, refer to the “Risk Factors” section included in Part II, Item 1A.”

•Qualitative discussion on specific financial measures can be found on page 32 and the relevant excerpt is reproduced here, “The increase [to gross margin] was partially offset by an approximate 200 basis point decrease drive by COVID-19 related pricing and discounting

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impacts…. We expect gross margin decreases from pricing and discounting for the remainder of the year.”

•Discussions on the impact of the pandemic on liquidity, strategic actions initiated by the Company to sustain its current and supplement its future cash position, as well as future actions should the Company not be successful in achieving some or all of the strategic actions are included on page 36 and the relevant excerpt is reproduced here, “Due to the negative impacts of the COVID-19 pandemic, we expect to supplement our cash from operations with additional sources of liquidity during 2020. Our ability to continue to borrow amounts under our revolving credit facility is limited by continued compliance with financial covenants set forth in our credit agreement.

Given the disruption to our business caused by the COVID-19 pandemic, we are in the final    stages of amending our credit agreement, which we expect to execute shortly after the filing of this Quarterly Report on Form 10-Q. We expect this amendment to provide relief under our financial covenants for a specified period and provide us with better access to liquidity during this period. However, based on the potential impact of the COVID-19 pandemic, in the unlikely event that we are unable to amend our credit agreement, then in future quarters we would need to repay the amounts already borrowed under our credit agreement, and would not be able to access additional borrowings under that agreement. In that event, we would need to take actions to further reduce our expenditures, including reductions to our discretionary spending and changes to our investment strategies, negotiating payment terms with our customers and vendors, reductions in compensation costs, including through temporary reductions in pay and layoffs, and limiting certain marketing expenditures….

Refer to our “Risk Factors” section included in Part II, Item 1A of this Quarterly Report on Form 10-Q for a further discussion of risks related to our indebtedness. Additionally, as discussed in the "Overview", as we navigate these unprecedented circumstances, we are focused on preserving our liquidity and managing our cash flows through certain preemptive actions designed to enhance our ability to meet our short-term liquidity needs. These actions include those noted above. We are also currently evaluating benefits that may be available to us under the CARES Act and similar legislation in foreign jurisdictions.”

The long-term impacts of COVID-19 on the Company’s results of operations remain unknown and difficult to predict.  The Company believes it has provided the appropriate disclosures regarding these uncertainties in the MD&A. Further, the Company also provided a fulsome disclosure of the risk and uncertainties within the Company’s “Risk Factors” included under Part II, Item IA within the Q1 Form 10-Q.  With respect to near-term impacts, the Company commits to provide disclosures in future filings regarding reasonably known trends and uncertainties related to the impacts of COVID-19 that we reasonably expect will have a material impact on future financial condition or results of operations, such as information regarding the closure of stores as appropriate.

3 of 5

Comment 2.     Additionally, tell us and consider describing the nature of the contracts included in the

planned contract exit costs ($115 million) included within your estimate of total restructuring and related impairments charges to be incurred during the nine months ended December 31, 2020.

Response

The planned contract exit costs of $115 million currently included within the Company’s estimate of total restructuring and related impairment charges to be incurred during the nine months ending December 31, 2020 is primarily comprised of proposed lease exits of certain brand and factory house stores and office facilities, and proposed marketing and other contract exits. We have planned and undertake in future filings to provide additional qualitative disclosure regarding the nature of the contracts included within the planned contract exit costs as these exit activities are triggered and the chargers are incurred.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations - Income Tax Expense, page 33

Comment 3.       We note that your effective tax rate for the three months ended March 31, 2020 was

(3.8)% as compared to 26.8% for the same period in 2019. You indicate this was due to the proportion of earnings subject to tax in the United States as compared to foreign jurisdictions in each period, the impact of recording valuation allowances against the majority of incurred and forecasted 2020 losses in the United States, against all of the 2020 losses incurred and forecasted in China, and discrete items, including the recording of valuation allowances on certain previously recognized deferred tax assets in the United States and China. Please quantify the various items impacting the change in your income tax expense, including the amount of the deferred tax asset valuation allowance recorded.

Response

We respectfully acknowledge the Staff’s comment and request to quantify the various items impacting the change in our income tax expense, including the amount of deferred tax asset valuation allowance recorded. Each quarter the Company endeavors to qualitatively describe the significant components of the changes to its effective tax rate as compared to the prior period.

In order for the Staff to complete its review, the Company is providing percentage details of the various components that make up the change in effective tax rate, including the deferred tax asset valuation allowances, on a supplemental basis under separate cover pursuant to Rule 12b-4 (“Rule 12b-4”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and upon a request of confidential treatment pursuant to the provisions of 17 C.F.R. § 200.83 (“Rule 83”).  In accordance with Rule 12b-4, the Company has requested that the materials provided be returned promptly following the completion of the Staff’s review thereof.

The Company does not believe that the percentage details of the various components of the change in the effective tax rate provide the reader with meaningfully more information than the qualitative description provided in the Company’s disclosure.  The comparability of the year-over-year change in the effective tax rate is dependent on the Company’s actual quarterly results and the forecast for the full fiscal year.  The effective tax rate for the three months ended March 31, 2020 reflected the Company’s loss before taxes for that quarter, as well as forecasted losses and related valuation allowances on deferred tax assets for the remainder of the fiscal year.  The effective tax rate for the three months ended March 31, 2019, however, reflected income before taxes for that quarter and forecasted income for that fiscal year.  With

4 of 5

respect to fiscal year 2020, given the significant challenges COVID-19 has caused in forecasting the Company’s business, the Company believes additional quantitative disclosures regarding its effective tax rate (given that the inputs are likely to change based on assumptions through the year) would not provide the reader with additional meaningful information.  Because the effective tax rate is dependent on these forecasted assumptions, the Company believes the qualitative disclosure currently included in its disclosure provides the reader with the appropriate information regarding the critical components of the effective rate.

If you have any questions, please do not hesitate to call me at (443) 326-1401.

Sincerely,

/s/ Ady Maheshwari

Ady Maheshwari

Senior Vice President, Chief Accounting Officer

5 of 5

United States securities and exchange commission logo
June 3, 2020
David Bergman
Chief Financial Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, MD 21230
Re:Under Armour, Inc.
Form 10-K for the Year Ended December 31, 2019
Filed February 26, 2020
Form 10-Q for the Quarter Ended March 31, 2020
Filed May 11, 2020
File No. 001-33202
Dear Mr. Bergman:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended March 31, 2020
Overview - COVID-19, page 27
1.On your first quarter earnings call, you indicate that you currently anticipate second
quarter revenue to be down as much as 50% to 60% with approximately 80% of your
global business having been closed since April 1, 2020. Revise your future periodic filings
to disclose known trends and uncertainties related to COVID-19. For example, disclose
how you expect COVID-19 to impact your future operating results and near-and-long-
term financial condition and how that compares to the current period. See Item 303 of
Regulation S-K, SEC Release No. 33-8350, and CF Disclosure Guidance Topic No. 9.
2.Additionally, tell us and consider describing the nature of the contracts included in the
planned contract exit costs ($115 million) included within your estimate of total

 FirstName LastNameDavid  Bergman
 Comapany NameUnder Armour, Inc.
 June 3, 2020 Page 2
 FirstName LastName
David  Bergman
Under Armour, Inc.
June 3, 2020
Page 2
restructuring and related impairments charges to be incurred during the nine months ended
December 31, 2020.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Results of Operations - Income Tax Expense, page 33
3.We note that your effective tax rate for the three months ended March 31, 2020 was
(3.8)% as compared to 26.8% for the same period in 2019.  You indicate this was due to
the proportion of earnings subject to tax in the United States as compared to foreign
jurisdictions in each period, the impact of recording valuation allowances against the
majority of incurred and forecasted 2020 losses in the United States, against all of the
2020 losses incurred and forecasted in China, and discrete items, including the recording
of valuation allowances on certain previously recognized deferred tax assets in the United
States and China.  Please quantify the various items impacting the change in your income
tax expense, including the amount of the deferred tax asset valuation allowance recorded.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Effie Simpson at (202) 551-3346 or Melissa Raminpour at  (202) 551-
3379 if you have questions regarding comments on the financial statements and related
matters.  Please contact the undersigned with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3561
July 3 , 2018

Via E -mail
David E. Bergman
Chief Financial Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230

Re: Under Armour, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2017
Filed February 28, 2018
File No. 001 -33202

Dear Mr. Bergman :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Joel Parker

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

CORRESP
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		Document

   June 15, 2018

Mr. Joel Parker

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

United States Securities and Exchange Commission

Division of Corporation Finance

Washington D.C. 20549

Mail Stop 3561

Re:        Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed February 28, 2018

Form 8-K Filed May 1, 2018

File No. 001-33202

Dear Mr. Parker:

Under Armour, Inc. (“we”, “our” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated May 23, 2018. 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, 2017

Notes to the Audited Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Goodwill, Intangible Assets and Long-Lived Assets, page 59

Comment 1.

 You state that as of December 31, 2017, no impairment of goodwill was identified and the fair value of each reporting unit substantially exceeded its carrying value. We also note that your Latin American segment has experienced operating losses in the past three years. Please provide us with an analysis that supports your assertion for your Latin American segment.

Response

The Company performs an annual goodwill impairment test of its reporting units on October 1 of each year. In connection with the annual impairment test for the year ended December 31, 2017, no impairment of goodwill was identified and the fair value of each reporting unit substantially exceeded its carrying value, including that of the Latin America reporting unit. As of December 31, 2017, total goodwill allocated to the Latin America reporting unit was $44.7 million or 8% of the total goodwill of the consolidated business.

In accordance with ASC 350-20-35-4, the Company performed a quantitative goodwill impairment test on the Latin America reporting unit using a discounted cash flow (“DCF model”). We noted the fair value of the reporting unit exceeded its carrying amount by approximately $130.3 million (the “headroom”) as a result of management’s continued expectation of long-term profitability in the region and the relatively low carrying amount of the reporting unit. The Company notes the following assumptions were most significant in leading to its expectation of future profitability in this segment:

•

 The Latin America region continues to represent an emerging and growing market for the Company. As reflected in the historical results of operations, this region has experienced significant revenue growth over the last three years with a compound annual growth rate (“CAGR”) for revenue of 41% from 2015 to 2017. The Company’s future cash flow projections for the period 2018 to 2022 assume continued revenue growth but at a lower rate than the historical trend. Forecasted revenue growth is primarily driven by continued expansion in our wholesale channel in Mexico and continued expansion of our direct to consumer channel in both Mexico and Chile.

•

 The Company expects gross margin rates will grow and trend toward the gross margin realized by the consolidated business. The key driver of the gross margin improvements is increased proportion of higher margin direct to consumer revenue through planned opening of retail stores in both Mexico and Chile. Partially offsetting the favorable gross margin impact of our direct to consumer business, the model includes planned growth of lower margin distributor relationships.

•

 The Company’s expectation is that the investments in selling, general and administrative (“SG&A”) will begin to scale with revenue growth in this region. The Company’s entry into this region required initial infrastructure costs recorded in historical results of operations, including the build-out of our regional headquarters in Panama. The Company does not expect these historical costs to recur and the DCF model assumes the rate of SG&A spend will be reduced as a proportion of revenue over time.

•

 The weighted average cost of capital (“WACC”) was used to discount the future cash flows of the reporting unit in the DCF model. This discount factor included a risk premium for our Latin America reporting unit. From a sensitivity perspective, the WACC used in the DCF model would need to increase more than 30% to eliminate the headroom.

The Company acknowledges that the Latin America segment has experienced operating losses in the most recent three years. The Company’s internal forecasts reflected the expectation of operating losses in the Latin America reporting unit through 2017. Investments in the Latin America reporting unit were historically more extensive than planned, however, the DCF model still represents the Company’s expectations for the long-term performance of the region.

In addition, the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”), disclosed the Company’s 2017 restructuring plan. Latin America’s operating loss of $37.1 million for 2017 included $14.3 million of 2017 restructuring plan charges (inclusive of $2.8 million of amounts recorded through cost of goods sold). Excluding the impact of these charges, the operating results for the Latin America segment would have improved approximately 32.8% over 2016.

Page 2 of 3

Management continues to actively reduce SG&A in Latin America.  The Company previously disclosed a 2018 restructuring plan which includes significant contract exits, and will further reduce ongoing SG&A in the Latin America reporting unit. While these savings were not contemplated in the forecast used in connection with the 2017 annual impairment test, we believe these and other ongoing cost saving initiatives will create further excess fair value for this operating segment.

The Company confirms to the Staff to the extent its Latin America operating segment continues to experience sustained operating losses or does not meet projected targets, such that there is no longer substantial headroom, the Company will update future filings in accordance with ASC Topic 350 and S-K 303.

Additional analysis regarding the fair value of the Latin America reporting unit as of October 1, 2017 (our annual test date), used to support our impairment conclusion and disclosure in our Form 10-K, is being provided to the Staff on a supplemental basis under separate cover pursuant to Rule 12b-4 (“Rule 12b-4”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and upon a request of confidential treatment pursuant to the provisions of 17 C.F.R. § 200.83 (“Rule 83”).  In accordance with Rule 12b-4, the Company has requested that the materials provided be returned promptly following the completion of the Staff’s review thereof.

Form 8-K Filed May 1, 2018

Exhibit 99.1

Comment 2.

 You present a full non-GAAP income statement for the quarter ended March 31, 2018 when reconciling non-GAAP measures to the most directly comparable GAAP measures. Please tell us how your presentation complies with the guidance in Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.

Response

We respectfully acknowledge the Staff's comment and undertake that in future filings we will reconcile our non-GAAP measures to the most directly comparable GAAP measures without presenting a full non-GAAP income statement.

If you have any questions, please do not hesitate to call me at (667) 400-2758.

Sincerely,

/s/ Andrew Page

Andrew Page

Vice President, Corporate Controller

Page 3 of 3

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		Document

May 30, 2018

Mr. Joel Parker

Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

United States Securities and Exchange Commission

Division of Corporation Finance

Washington D.C. 20549

Mail Stop 3561

Re:       Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed February 28, 2018

Form 8-K Filed May 1, 2018

File No. 001-33202

Dear Mr. Parker:

On behalf of Under Armour, Inc. (the “Company”), we acknowledge receipt of the Securities and Exchange Commission Staff’s comment letter dated May 23, 2018, regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2017, filed on February 28, 2018, and the Company’s Current Report on Form 8-K, filed on May 1, 2018.

The comment letter requires that the Company respond within ten business days or inform the Staff when the Company will respond.  As discussed with Ms. Suying Li, we hereby request an extension to respond by no later than June 15, 2018.  This additional time will enable the necessary internal review related to the Company’s response to the comment letter.

Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to call me at (667) 400-2758.

Sincerely,

/s/ Andrew Page

Andrew Page

Vice President, Corporate Controller

Mail Stop 3561
May 23 , 2018

Via E -mail
David E. Bergman
Chief Financial Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230

Re: Under Armour, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2017
Filed February 28, 2018
Form 8 -K Filed May 1, 2018
File No. 001 -33202

Dear Mr. Bergman :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2017

Notes to the Audited Consolidated Financial Statements
2 . Summary of Significant Accounting Policies
Goodwill, Intangible Assets and Long -Lived Assets , page 59

1. You state that as of December 31, 2017, no impairment of goodwill was identified and
the fair value of each reporting unit subst antially exceeded its carrying value.  We also
note that your Latin American segment has experienced operating losses in the past three
years.  Please provide us with an analysis that supports your assertion for your Latin
American segment.

David E. Bergman
Under Armour, Inc.
May 23 , 2018
Page 2

 Form 8 -K File d May 1, 2018
Exhibit  99.1

2. You present a full non -GAAP income  statement  for the quarter ended March 31, 2018
when reconciling non -GAAP measures to the most directly comparable GAAP measures.
Please tell us how your presentation complies with the guidance in Question 102.10  of
the Non -GAAP Compliance and Disclosure Interpretations .

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, no twithstanding any review, comments, action or absence of
action by the staff.

You may contact Suying Li  at (202) 551 -3335  or me at (202) 551 -3651  with any
questions.

Sincerely,

 /s/ Joel Parker

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

Mail Stop 3561

June 7 , 2017

Via E -mail
David E. Bergman
Chief Financial  Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230

Re: Under Armour, Inc.
Form 10-K for the Fiscal Y ear Ended December  31, 2016
Filed February 23, 2017
File No. 001-33202

Dear Mr . Bergman :

 We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequ acy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

        Sincerely,

        /s/Craig Arakawa

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

CORRESP
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Response Letter

 May 30, 2017

Mr. Craig Arakawa

 Accounting Branch Chief

Office of Beverages, Apparel and Mining

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Washington D.C. 20549

 Mail Stop 3561

Re:
Under Armour, Inc.

 Form 10-K for the Fiscal Year Ended
December 31, 2016 (the “Form 10-K”)

 Filed February 23, 2017

File No. 001-33202

Dear Mr. Arakawa:

 Under Armour, Inc. (“we”,
“our” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated May 1, 2017. 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, 2016

Item 7. Management’s discussion and Analysis of Financial Condition and Results of Operations Consolidated Results of Operations

Year Ended December 31, 2016 compared to Year Ended December 31, 2015, page 30

Comment 1.

We note your comparative discussion of net revenues identifies multiple factors that contributed to the year over year increase, including unit sales growth and new offerings in various categories. However we note you do not
quantify the impacts of these factors or fully describe the specific new products lines or offerings that have caused the increase. Please expand your discussion to fully describe the specific reasons and factors contributing to the material changes
in revenue and quantify the impact that each material variable or factor referenced in your discussion had on your results of operations. Refer to Item 303(A)(3) of Regulation S-K and SEC Release No. 33-8350.

 Response

 The Company
discloses net revenue results quantitatively by segment and product category. On page 30 of the Form 10-K, we present in tabular format and include a discussion of the period over period growth of revenue by
product category. On page 33 of the Form 10-K, we present in tabular format and include a discussion of the period over period growth in revenue by segment.

To further the reader’s understanding of the drivers of our business, we also regularly provide qualitative disclosure regarding product categories and
segments. The disclosure noted by the Staff on page 30 provides qualitative disclosure regarding the growth in the apparel and footwear product categories. The

disclosure highlights increased unit sales of existing product, as well as new product offerings. New product offerings include introductions of new lines of products as well as the expansion of
existing product assortments, and therefore overlaps with the Company’s existing product offerings category. Therefore, while the Company has historically separately noted new product offerings in its disclosures to demonstrate to investors the
Company’s success in continuing to innovate and offer consumers in-demand products, the Company is not readily able to quantify the impact of unit sales growth of existing versus new product offerings.

 Furthermore, we believe attempting to separately quantify the impact of unit sales growth attributable to existing versus new product offerings would not
materially add to an investors understanding of the Company’s results of operations. We believe the quantitative presentation by product category and segment, along with the qualitative disclosure around new and existing product offerings,
provides investors with a clear understanding of the material factors that have contributed to increases in revenues.

 Item 8. Financial
Statements and Supplementary Data

 Notes to the Audited Consolidated Financial Statements, page 54

Comment 2.

We note from page 36 that you reversed $48.0 million of incentive compensation accruals as a change in estimate. Please describe the nature of the change in estimate and provide disclosures to comply with ASC 250-10-50-4 through 50-5.

 Response

 As the Staff
notes, in the fourth quarter of 2016 we reversed $48.0 million of incentive compensation accruals as a change in estimate. Of that amount, $11.6 million of this reversal related to performance-based equity awards granted during 2016 with a
2016-2017 performance period, as disclosed on page 71 of the Form 10-K in Note 11 of the Notes to the Consolidated Financial Statements. The remaining amount related to the Company’s annual cash incentive
plan for 2016, based solely on 2016 financial results. These accruals were recorded during the first, second and third quarters of 2016 based on the Company’s best estimates in those periods of the probability of achieving certain operating
income performance targets required for both the equity and cash awards. During the fourth quarter of 2016, based on the Company’s lower than expected results in the fourth quarter of 2016 as well as a revised assessment of expected 2017
operating results, management concluded that the performance targets would not be achieved and accordingly, certain incentive compensation amounts would not be earned. As this reversal had no net impact on our 2016 annual results of operations, we
do not believe that additional disclosures are required under ASC 250-10-50-4 through
50-5.

 10. Earnings per Share, page 69

Comment 3.

We note you have subtracted the $59 million settlement payment to your Class C common stockholders to arrive at net income available to all common stockholders in the calculation of your earnings per share. Please
tell us the basis for your accounting treatment of the settlement payment providing the authoritative accounting literature that supports your conclusion.

 Response

 The Company
respectfully notes that the $59 million payment referred to in the Staff’s comment represented a dividend to holders of record of the Company’s Class C common stock as of June 15, 2016,

 2

which was distributed on June 29, 2016, in the form of additional shares of Class C common stock, with cash in lieu of fractional shares. We accounted for this stock dividend in
accordance with guidance in ASC 505-20-20 as a deduction from retained earnings and an addition to common stock and additional paid in capital. While this dividend arose
in connection with the settlement of stockholder litigation, it was paid to all holders of Class C common stock several months following the settlement of the lawsuit, not to the holders of the Company’s Class A common stock, on whose
behalf the lawsuit was brought.    As this dividend was made to all holders of the Company’s Class C common stock as of a date following the settlement of the litigation, and not to any holders of the Company’s
Class A or Class B common stock, management accounted for this disbursement as a preference dividend to Class C shareholders.

 Although
there is no explicit guidance in generally accepted accounting principles for dividends to one class of common stockholders, we have considered the guidance in ASC 260-10-45-11 relating to preferred stock dividends, noting the following: Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred
stock and the dividends accumulated for the period on cumulative preferred stock from income from continuing operations and also from net income. If there is a loss from continuing operations or a net loss, the amount of the loss shall be increased
by those preferred dividends.

 Although this guidance specifically references preferred dividends, management believes the dividend to Class C
shareholders only, is analogous to a preferred dividend. As such, we believe the $59 million dividend was properly deducted from net income to calculate net income available to common stockholders.

15. Segment Data and Related Information, page 73

Comment 4.

You state that the majority of your long lived assets are located in the United States. Given your current growth in international markets, please quantify the amount of long lived assets held in geographic regions outside the
United States and provide disclosures to comply with ASC 280-10-50-41b to the extent material.

 Response

 Currently, the
Company’s long-lived assets in foreign countries total less than 10% of the Company’s consolidated long-lived assets and the Company has concluded that they are immaterial for disclosure in the notes to its consolidated financial
statements. The following table quantifies the amount of long-lived assets held in geographic regions outside the United States that, if material, would be required to be disclosed in accordance with ASC 280-10-50-41b:

Long-Lived Assets
Located Outside of the
United States

Percentage of
Total Long-Lived
Assets

 Property and equipment, net

$
75,370

8
%

 Other long term assets

$
24,382

3
%

 To the extent material, as required by ASC 280-10-50-41b the Company will disclose its long-lived assets located in geographic regions outside of the United States in future filings.

 3

Comment 5.

We note you have experienced three consecutive years of losses in your Latin America segment. We also note that for the past two years you have attributed the losses to “increased investments to support growth in the
region and the economic challenges in Brazil.” Please expand your disclosure to further describe the challenges that you have experienced in Brazil and whether you expect these challenges to continue to negatively impact your operations in this
segment.

 Response

 While the
economic challenges in Brazil have contributed to losses in our Latin America segment, our Brazil business represents less than 1% of the Company’s consolidated net revenue and is not considered material to the Company’s overall business
or results of operations. The Company has increased its investments throughout its Latin America segment over the last three years through increased selling, general and administrative expenses (“SG&A”). Specifically in Brazil,
beginning in 2015 the Company increased its SG&A in preparation for the 2015 World Cup and 2016 Olympic Games, which were hosted in Brazil. This increase in SG&A outpaced revenue growth, which was adversely impacted by currency fluctuations
and a significant reduction in consumer spending in the country. We do not currently believe that this trend will continue, as revenue has increased and we have reduced our SG&A in Brazil. If these trends continue to have a material impact on
Latin America segment results we will further describe these challenges in future disclosures.

 If you have any further questions or concerns, please do
not hesitate to call me at 410-468-2512, extension 7049.

Sincerely,

 /s/ Andrew Page

Andrew Page

Vice President, Corporate Controller

 4

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CORRESP

 May 4, 2017

Mr. Craig Arakawa

 Accounting Branch Chief

Office of Beverages, Apparel and Mining

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Washington D.C. 20549

 Mail Stop 3561

Re:
Under Armour, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 23, 2017

File No. 001-33202

 Dear Mr. Arakawa:

On behalf of Under Armour, Inc. (the “Company”), we acknowledge receipt of the Securities and Exchange Commission Staff’s comment letter dated
May 1, 2017, regarding the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2016, filed on February 23, 2017.

The comment letter requires that the Company respond within ten business days or inform the Staff when the Company will respond. As discussed with
Mr. Steve Lo, we hereby request an extension to respond by no later than May 30, 2017. This additional time will enable the necessary internal review related to the Company’s response to the comment letter.

Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to call me at 410-468-2512,
extension 7049.

Sincerely,

/s/ Andrew Page

Andrew Page

Vice President, Corporate Controller

Mail Stop 3561

May 1 , 2017

Via E -mail
David E. Bergman
Chief Financial  Officer
Under Armour, Inc.
1020 Hull Street
Baltimore, Maryland 21230

Re: Under Armour, Inc.
Form 10-K for the Fiscal Y ear Ended December  31, 2016
Filed February 23, 2017
File No. 001-33202

Dear Mr . Bergman :

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 these comments  within ten business days by prov iding the requested
information  or adv ise us as soon as possible when you will respond .  If you do not believe our
comments apply to your facts and ci rcumstances, please tell us why in your response.

After reviewing your response  to these comments , we may have additional comments .

Form 10-K for the Fiscal Year Ended December  31, 2016

Item 7. Management’s discussion and Analysis of Financial Condition and Results of Operations
Consolidated Results of Operations
Year Ended December 31, 2016 compared to Year Ended December 31, 2015, page 30

1. We note your comparative discussion of net revenues identifies multiple factors that
contributed to the y ear over year increase, including unit sales growth and new offerings
in various categories.  However we note you do not quantify the impacts of these factors
or fully describe the specific new products lines or offerings that have caused the
increase.  Pl ease expand your discussion to fully describe the specific reasons and factors
contributing to the material changes in revenue and  quantify the impact that each material

David E. Bergman
Under Armour , Inc.
May 1 , 2017
Page 2

 variable or factor referenced in your discussion had on your results of operations.  R efer
to Item 303(A)(3) of Regulation S -K and SEC Release No. 33 -8350.

Item 8.  Financial Statements and Supplementary Data
Notes to the Audited Consolidated Financial Statements, page 54

2. We note from page 36 that you reversed $48.0 million of incentive compensation
accruals as a change in estimate.  Please describe the nature of the change in estimate and
provide disclosures to comply with ASC 250 -10-50-4 through 50 -5.

10.  Earnings per Share, page 69

3. We note you have subtracted the $59 million settlem ent payment to your Class C
common stockholders  to arrive at net income available to all common stockholders in the
calculation of your earnings per share.  Please tell us the basis for your accounting
treatment of the settlement payment providing the auth oritative accounting literature that
supports your conclusion.

15.  Segment Data and Related Information, page 73

4. You state that the majority of your long lived assets are located in the United States.
Given your current growth in international marke ts, please quantify the amount of long
lived assets held in geographic regions outside the United States and provide disclosures
to comply with ASC 280 -10-50-41b to the extent material.

5. We note you have experienced three consecutive years of losses in your Latin America
segment.  We also note that for the past two years you have attributed the losses to
“increased investments to support growth in the region and the economic challenges in
Brazil.”  Please expand your disclosure to further describe the ch allenges that you have
experienced in Brazil and whether you expect these challenges to continue to negatively
impact your operations in this segment.

David E. Bergman
Under Armour , Inc.
May 1 , 2017
Page 3

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Steve Lo at (202) 551 -3394 or me at (202) 551 -3650 if you have
questions regarding these comments.

        Sincerely,

        /s/ Rufus Decker for

Craig Arakawa
Accounting Branch Chief
Office of Beverages, Apparel and
Mining

February 3, 2012
 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 Ended December 31, 2010 Filed February 24, 2011 File No. 001-33202

Dear Mr. Plank:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
/s/Tia L. Jenkins

    Tia L. Jenkins         Senior Assistant Chief Accountant
Office of Beverages, Apparel, and Mining

CORRESP
1
filename1.htm

Correspondence

 February 2, 2012

 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:

 In
response to the conference call discussion on January 30, 2012, Under Armour, Inc. (“we”, “our”, “UA” or the “Company”) is responding to the guidance of the Staff of the Securities and Exchange Commission
(the “Commission”). We are providing for the Staff’s review an example of more detailed discussion of the drivers of gross profit and trends based on our results for the three and nine months ended September 30, 2011. We believe
the proposed enhancements to our disclosure fully address the Staffs comments to provide a more robust discussion around gross margin. Please note that we will include a similar level of disclosure in future filings.

Example disclosure:

 Gross
profit increased $57.7 million to $225.1 million for the three months ended September 30, 2011 from $167.4 million for the same period in 2010. Gross profit as a percentage of net revenues, or gross margin, decreased 250 basis points to
48.4% for the three months ended September 30, 2011 compared to 50.9% during the same period in 2010. The decrease in gross margin percentage was primarily driven by the following:

•

 Approximate 140 basis point decrease driven largely by higher apparel product input costs, now including cotton, in the current year period. We expect
the higher input costs will continue to negatively impact apparel product margins through the first half of 2012. A smaller contributor to the decrease was a lower percentage mix

 Securities and Exchange Commission

 February 2, 2012

  Page
 2

of higher margin North American wholesale apparel product sales in the current year period. A significant driver to the sales mix impact included a lower percentage of higher margin baselayer and
underwear product, partially due to the significant expansion of training apparel product offerings, including fleece and the introduction of Charged Cotton.

•

 Approximate 70 basis point decrease driven by a decrease in license revenues due to bringing hats and bags sales in-house effective January 1,
2011. We do not expect this trend to continue beyond 2011 following the anniversary of this transition of our hats and bags sales in-house.

•

 Approximate 60 basis point decrease driven primarily by liquidation sales and related inventory reserve reversals. The prior year period benefited from
a reversal of inventory reserves established in earlier periods relative to certain cleated footwear and sport specific apparel. These products were sold at prices higher than the inventory reserve established in earlier periods. These products have
historically been more difficult to liquidate at these prices.

 These decreases were
partially offset by the following increase:

•

 Approximate 20 basis point increase driven by a decrease in apparel discounts and sales allowance reserves.

Gross profit increased $130.0 million to $504.9 million for the nine months ended September 30, 2011 from $374.9 million for
the same period in 2010. Gross profit as a percentage of net revenue, or gross margin, decreased 200 basis points to 47.2% for the nine months ended September 30, 2011 compared to 49.2% during the same period in 2010. The decrease in gross
margin percentage was primarily driven by the following:

•

 Approximate 130 basis point decrease driven primarily by higher apparel product input costs, now including cotton, in the current year period. We
expect the higher input costs will continue to negatively impact apparel product margins through the first half of 2012. A smaller contributor to the decrease was a lower percentage mix of higher margin North American wholesale apparel product sales
in the current year period. A significant driver to the sales mix impact included a lower percentage of higher margin baselayer, mountain and underwear product, partially due to the significant expansion of our training product offerings, including
fleece and the introduction of Charged Cotton.

•

 Approximate 60 basis point decrease driven by a decrease in license revenues due to bringing hats and bags sales in-house effective January 1,
2011. We do not expect this trend to continue beyond 2011 following the anniversary of this transition of our hats and bags sales in-house.

 Securities and Exchange Commission

 February 2, 2012

  Page
 3

 In addition, pursuant to the Staff’s letter, we hereby acknowledge the following:

•

 we are responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing; and

•

 we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Please feel free to call me at (410) 454-6653 or David Bergman, Controller, at
(410) 454-6671 with any questions concerning our responses to the Staff’s comments.

Very truly yours,

/s/ Brad Dickerson

Brad Dickerson

Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

 December 29, 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 December 14, 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

Comment 1.
We note your response to prior comments stating that the key performance metrics used by your CODM to assess performance and allocate resources are revenues, gross
margin, contribution margin and inventory. Please confirm to us, if true, that the CODM:

•

 Does not receive key performance metrics reports on any of the Company’s Business Units, orally, online, in print, or otherwise directly
or indirectly, from the Business Unit Leaders or from other corporate officers, including but not limited to the Chief Operating Officer, and Executive Vice Presidents (collectively “Segment Managers”), Chief Financial Officer or their
respective staff.

•

 Neither assesses performance of nor approves allocations of corporate resources to Business Units, but, instead, defers to the Chief
Financial Officer, Segment Managers, or others for these functions.

 Securities and Exchange Commission

 December 29, 2011

  Page
 2

 Response

 We believe we have appropriately considered the guidance set forth in ASC 280, including the consideration of the information that is regularly reviewed by the chief operating decision maker
(“CODM”) to allocate resources and assess performance, in the identification of our geographic operating segments.

 Our CODM reviews
discrete financial information, including key performance metrics on a geographic and consolidated basis. This information is also provided to the CODM for his regular review in connection with the Company’s budget process and the quarterly
review of operating results. We do not provide our CODM with discrete financial information for our Business Units, below net revenues for his regular review.

 From time to time, the CODM may receive discrete financial information, including key performance metrics, about individual Business Unit operations, orally, online, in print, or otherwise directly or
indirectly from the Business Unit Leaders, Segment Managers, the Chief Financial Officer, other corporate officers or their respective staff, generally in connection with broader strategic discussions. However, he does not receive this information
on a regular basis. Furthermore, this information is not utilized by the CODM to allocate resources or to assess performance. For further discussion, please refer to our response to the Staff Comment 1 in our letter dated November 14, 2011.
Reporting segment information on a geographic basis represents how our CODM assesses performance and allocates resources and provides our readers financial information about Under Armour as seen through the eyes of our CODM.

The CODM assesses performance and approves allocations of corporate resources at the consolidated level and by Operating Segment. The CODM is also
involved in strategic decisions for marketing investments and other major strategic decisions within the Company. The CODM has significant involvement in the allocation of corporate resources that benefit or influence the Company across all of the
Business Units primarily because the Company operates predominantly in one industry: the design, development, marketing and distribution of branded performance apparel, footwear and accessories. Our CODM does not allocate resources nor assess
performance for the Business Units. The CODM relies on the CFO, Segment Managers and Business Unit Managers to make decisions that will meet the confined resources he allocates to the Operating Segments. For further details on our budgeting and
resource allocating process, please refer to our responses to the Staff’s Comments 2 and 3 in our letter dated November 14, 2011.

Comment 2.
 We note your response to prior comment five and general disclosure in Management Discussion and Analysis in your 10K on the gross profit margin
relationship of your footwear and apparel product categories. We also note that your gross profit decreased by 2.5% and 2% during the three and nine months ended September 30, 2011 due to variability in product mix, input costs and other
factors. Additionally, we note diverging growth trends in your product categories. To help investors gain a more thorough understanding of your earnings, trends in

 Securities and Exchange Commission

 December 29, 2011

  Page
 3

profitability, and potential variability, please provide a more robust discussion that includes the gross profit percentages or amounts associated with each of your product categories for each
period presented. Please also discuss historical trends, factors causing them, and your consideration as to whether those trends are likely to continue. If you are unable to assess whether trends are likely to continue, please disclose the reasons
why. Please provide us with the text of your proposed disclosure based on your September 30, 2011 results that you plan to include in future filings. Please see SEC Release 33-8350 for guidance.

Response

 To the extent that a mix in
product category or distribution is a primary driver of a variance in the Company’s gross margins on a comparable basis, we separately disclose the impact of these drivers to the consolidated Company. As a point of clarity, in our
September 30, 2011 Form 10-Q, we noted the impact of a less favorable product mix within North American apparel, which was referring to the differences in margin of various product sub-categories (i.e., Training, Baselayer, Hunting, etc.)
within the apparel product category, as opposed to the differences in margin caused by the mix among the apparel, footwear and accessories product categories. In future filings, to the extent material, we will more clearly discuss the approximate
impact that the change in the mix of products within a category (i.e., sub-categories) has on the Company’s margins.

 In future filings,
to the extent material, we will also endeavor to provide a more robust discussion of the drivers of gross profit, including the impact of mix among product categories as well as trends. For example, in our September 30, 2011 Form 10-Q we
highlighted the one-time estimated impact on the Company’s gross profit that was caused by management’s strategic decision to bring the sale of our hats and bags in-house. This impact on gross profit was due to a change in product category
mix as these products were previously sold under a license arrangement and are now included primarily in our U.S. Wholesale Accessories Business Unit.

 Furthermore, we do not track global gross profit amounts by product category. Therefore, providing global gross profit percentage or dollars by product category would be a movement towards publicly
disclosing information that is currently not reviewed by management, which we believe is inconsistent with the provisions of SEC Release 33-8350. However, we will endeavor to provide more details on the specific drivers of gross profit to help
investors gain a more thorough understanding of our earnings, trends in profitability and potential variability.

 As requested, we are
providing for the Staff’s review an example of more detailed discussion of the drivers of gross profit and trends based on our results for the three and nine months ended September 30, 2011. The enhanced disclosures are included in
italics.

 Gross profit increased $57.7 million to $225.1 million for the three months ended September 30, 2011 from
$167.4 million for the same period in 2010. Gross profit as a percentage of net revenues, or gross margin, decreased 250 basis points to 48.4% for the three months ended September 30, 2011 compared to 50.9% during the same period in 2010. The
decrease in gross margin percentage was primarily driven by the following:

•

 increase in mix of lower margin product sales within North American apparel and higher input cost, now including cotton, accounting for
an approximate 140 basis point decrease;

 Securities and Exchange Commission

 December 29, 2011

  Page
 4

•

 decrease in license revenues due to bringing hats and bags sales in-house effective January 1, 2011, accounting for an approximate 70 basis point
decrease. We do not expect this trend to continue beyond 2011 following the anniversary of this transition of our hats and bags sales in-house; and

•

 impact of favorable inventory reserve reductions for apparel and footwear in the prior year, partially offset by improved liquidation sales
in the current year, accounting for an approximate 60 basis point decrease; partially offset by

•

 decrease in apparel discounts and sales allowance reserves accounting for an approximate 20 basis point increase.

 For the remainder of 2011, we anticipate that our gross margin will continue to face pressure from
macroeconomic factors including rising product input cost.

 Gross profit increased $130.0 million to $504.9 million
for the nine months ended September 30, 2011 from $374.9 million for the same period in 2010. Gross profit as a percentage of net revenue, or gross margin, decreased 200 basis points to 47.2% for the nine months ended September 30, 2011
compared to 49.2% during the same period in 2010. The decrease in gross margin percentage was primarily driven by the following:

•

 increase in mix of lower margin product sales within North American apparel and higher input cost, now including cotton, accounting for
an approximate 130 basis point decrease; and

•

 decrease in license revenues due to bringing hats and bags sales in-house effective January 1, 2011, accounting for an approximate 60 basis point
decrease. We do not expect this trend to continue beyond 2011 following the anniversary of this transition of our hats and bags sales in-house.

 For the remainder of 2011, we anticipate that our gross margin will continue to face pressure from macroeconomic factors including rising product input cost.

In addition, pursuant to the Staff’s letter, we hereby acknowledge the following:

•

 we are responsible for the adequacy and accuracy of the disclosure in the filing;

 Securities and Exchange Commission

 December 29, 2011

  Page
 5

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to
the filing; and

•

 we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Please feel free to call me at (410) 454-6653 or David Bergman, Controller, at
(410) 454-6671 with any questions concerning our responses to the Staff’s comments.

Very truly yours,

/s/ Brad Dickerson

Brad Dickerson

Chief Financial Officer

December 14, 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 Ended December 31, 2010 Filed February 24, 2011 Correspondence submitted November 14, 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

 1. We note your response to prior comments stati ng that the key performance metrics used
by your CODM to assess performance and allo cate resources are revenues, gross margin,
contribution margin and inve ntory.  Please confirm to us , if true, that the CODM:
 • Does not receive key performance metrics reports on any of the Company's Business
Units, orally, online, in print, or otherwis e directly or indirectly, from the Business
Unit Leaders or from other corporate offi cers, including but not limited to the Chief
Operating Officer, and Executive Vice Presid ents (collectively “Segment Managers”),
Chief Financial Officer or their respective staff.

•
Neither assesses performance of nor approve s allocations of corporate resources to
Business Units, but, instead, defers to the Chief Financial Officer, Segment

Kevin A. Plank Under Armour, Inc. December 14, 2011 Page 2

 Managers, or others for these functions.
  2. We note your response to prior comment five  and general disclosure in Management
Discussion and Analysis in your 10-K on the gross profit margin relationship of your
footwear and apparel product ca tegories.  We also note that  your gross profit decreased
by 2.5% and 2% during the three and nine months ended September 30, 2011 due to
variability in product mix, input costs and other factors.  Additionally, we note diverging growth trends in your produc t categories.  To help investors gain a more thorough
understanding of your earnings, tr ends in profitability, and potential variability, please
provide a more robust discussion that include s the gross profit percentages or amounts
associated with each of your product categorie s for each period presented.  Please also
discuss historical trends, fact ors causing them, and your consid eration as to whether those
trends are likely to continue.  If you are una ble to assess whether tr ends are likely to
continue, please disclose the reasons why.  Please provide us with the text of your
proposed disclosure based on your September 30, 2011 results that you plan to include in
future filings.  Please see SEC Release 33-8350 for guidance.    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 L. Jenkins
    Tia L. Jenkins

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

CORRESP
1
filename1.htm

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.

 Securities and Exchange Commission

 November 14, 2011

  Page
 2

 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.

 Securities and Exchange Commission

 November 14, 2011

  Page
 3

•

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

 Securities and Exchange Commission

 November 14, 2011

  Page
 4

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:

 Securities and Exchange Commission

 November 14, 2011

  Page
 5

•

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

 Securities and Exchange Commission

 November 14, 2011

  Page
 6

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

CORRESP
1
filename1.htm

SEC Correspondence

 October 17, 2011

 VIA EDGAR

 Tia Jenkins

 Senior Assistant Chief Accountant

 Securities and Exchange Commission

Division of Corporation Finance

 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
Ms. Jenkins:

 Under Armour, Inc. (“we” or “our”) is in receipt of your letter dated October 5,
2011 related to the review by the staff of the Securities and Exchange Commission of our Form 10-K for the year ended December 31, 2010. As discussed with Nasreen Mohammed, we are seeking an extension until November 11, 2011 to provide a
written response to the staff’s comments in order to allow sufficient time for our team to review and respond to the comments.

 Thank you for your consideration of this request. If you have any questions, please feel free to call me at (410) 454-6758.

Very truly yours,

 /s/ John P. Stanton

 John P. Stanton

Vice President, Corporate Governance

 and Compliance

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

CORRESP
1
filename1.htm

Correspondence

 August 26, 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 August 1, 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

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
26

Comment 1.
We note your response to comment one in our letter dated May 4, 2011 regarding operating results of each of your segments. However, you have not fully addressed
the comment. Please provide an analysis of the reasons for increase in net sales and operating income and where there is more than one reason for a change between periods, please quantify the extent to which each reason contributed to the overall
change. See Item 303(A)(3) of Regulation SK.

 Response

 We believe we have addressed the Staff’s comment in our Form 10-Q for the quarterly period ending June 30, 2011 filed with the SEC on August 4, 2011 (“second quarter Form 10-Q”).
In response to this comment, we provided additional disclosure in our Management’s Discussion & Analysis (“MD&A”) of the reasons for changes in the operating results of each of our segments, and, consistent with
Regulation S-K Item 303(A)(3), we discussed items that materially affected the operating results and we will continue to provide such disclosure in our future filings.

 Securities and Exchange Commission

 August 26, 2011

  Page
 2

 Below is an excerpt from our second quarter Form 10-Q. This discussion was included as a new section
titled “Segment Results of Operations” included at the end of the Consolidated Results of Operations sections.

 Segment Results
of Operations

 Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

Net revenues by geographic region are summarized below:

Three Months Ended June 30,

 (In thousands)

2011

2010

$ Change

% Change

 North America

$
277,442

$
196,008

$
81,434

41.5
%

 Other foreign countries

13,894

8,778

5,116

58.3

 Total net revenues

$
291,336

$
204,786

$
86,550

42.3
%

 Net revenues in North America increased $81.4 million to $277.4 million for the three months ended
June 30, 2011 from $196.0 million for the same period in 2010 primarily due to the items discussed above in the Consolidated Results of Operations. Net revenues in other foreign countries increased by $5.1 million to $13.9 million for the three
months ended June 30, 2011 from $8.8 million for the same period in 2010 primarily due to increased unit sales in our Europe, Middle East and Africa (“EMEA”) operating segment as well as unit sales growth to our distributors in our
Asia and Latin America operating segments, partially offset by decreased product distribution and associated license revenues by our licensee in Japan due to the recent earthquake and tsunami.

Operating income (loss) by geographic region is summarized below:

Three Months Ended June 30,

 (In thousands)

2011

2010

$ Change

% Change

 North America

$
12,656

$
6,211

$
6,445

103.8
%

 Other foreign countries

(1,298
)

681

(1,979
)

(290.6
)

 Total operating income

$
11,358

$
6,892

$
4,466

64.8
%

 Operating income in North America increased $6.5 million to $12.7 million for the three months ended
June 30, 2011 from $6.2 million for the same period in 2010 primarily due to the items discussed above in the Consolidated Results of Operations. Operating loss in other foreign countries was $1.3 million, a decrease of $2.0 million, for the
three months ended June 30, 2011 from operating income of $0.7 million for the same period in 2010 primarily due to decreased product distribution and associated higher margin license revenues by our licensee in Japan due to the recent
earthquake and tsunami and increased costs associated with our continued investment to support our international expansion in Asia and Latin America.

 Securities and Exchange Commission

 August 26, 2011

  Page
 3

 Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Net revenues by geographic region are summarized below:

Six Months Ended June 30,

 (In thousands)

2011

2010

$ Change

% Change

 North America

$
573,519

$
411,766

$
161,753

39.3
%

 Other foreign countries

30,516

22,427

8,089

36.1

 Total net revenues

$
604,035

$
434,193

$
169,842

39.1
%

 Net revenues in North America increased $161.7 million to $573.5 million for the six months ended
June 30, 2011 from $411.8 million for the same period in 2010 primarily due to the items discussed above in the Consolidated Results of Operations. Net revenues in other foreign countries increased by $8.1 million to $30.5 million for the six
months ended June 30, 2011 from $22.4 million for the same period in 2010 primarily due to unit sales growth in our EMEA operating segment as well as unit sales growth to our distributors in our Asia and Latin America operating segments.

 Operating income by geographic region is summarized below:

Six Months Ended June 30,

 (In thousands)

2011

2010

$ Change

% Change

 North America

$
31,211

$
18,974

$
12,237

64.5
%

 Other foreign countries

1,289

1,502

(213
)

(14.2
)

 Total operating income

$
32,500

$
20,476

$
12,024

58.7
%

 Operating income in North America increased $12.2 million to $31.2 million for the six months ended
June 30, 2011 from $19.0 million for the same period in 2010 primarily due to the items discussed above in the Consolidated Results of Operations. Operating income in other foreign countries decreased by $0.2 million to $1.3 million for the six
months ended June 30, 2011 from $1.5 million for the same period in 2010 primarily due to increased costs related to our continued investment to support our international expansion in Asia and Latin America, partially offset by increased unit
sales growth by our distributors in our Asia and EMEA operating segments and increased product distribution and associated higher margin license revenues by our licensee in Japan.

 Notes to Consolidated Financial Statements, page 49

 16. Segment Data and related
Information, page 67

Comment 2.
We note your response to prior comment four in our letter dated May 4, 2011 stating that you have ten business units which are a mix of geographies, products
and distribution channels. We also note that discreet financial information for each business units is prepared and reviewed by segment managers. Please explain whether the company analyzes the profitability of each of the business units and
compares it to the other units. If so, tell us who is responsible for evaluating the performance, how it is done and to whom is this communicated.

 Securities and Exchange Commission

 August 26, 2011

  Page
 4

 Response

 As previously discussed, discrete financial information, including revenue, profit margin and operating income, is available by business unit and is used by the segment managers and various personnel
within the business units. The Chief Operating Officer (“COO”), Executive Vice President Product (“EVP Product”), and Executive Vice President Business Development (“EVP Business Development”) (collectively the
“segment managers”) and the Chief Financial Officer (“CFO”), review the available discrete financial information and compare the information to the current version of the respective business unit’s forecast. The performance
of the business units is primarily assessed on this review. The Company does not perform comparative profitability analysis between the business units.

 As previously noted, UA’s Chief Executive Officer (“CEO”) is UA’s chief operating decision maker (“CODM”). The CODM assists in establishing the consolidated net revenue and
operating income targets for incentive plans and forecasts. The segment managers, in coordination with the CFO, develop plans with the business unit managers to achieve these consolidated targets. Each segment manager maintains periodic contact with
the CODM to discuss and report on operating activities and plans for their respective operating segment, including the activities of the business units within the segment. However, the CODM regularly reviews consolidated and geographic segment
financial data to make decisions about resources to be allocated to the segment and assess its performance.

Comment 3.
We note your response that due to the insignificance of the EMEA, Latin America and Asia operating segments, they were combined into other foreign countries for
disclosure purposes. We also note that all non-allocated shared services, which include marketing, administrative, distribution, and innovation, were included in the North American operating segment. Therefore, please discuss the method used to
allocate resources to EMEA, Latin America and Asia operating segments.

 Response

The EMEA, Latin American and Asian operating segments include directly attributable costs related to the activities of these segments. For example, the
EMEA operating segment includes marketing, administrative and distribution expenses specific to this operating segment such as regional sponsorships or the operating costs for the local distribution facility. The Latin American and Asian operating
segments include distributor and license revenues. For these two operating segments, a third party controls the activities and incurs the costs to market and distribute to third party retailers in the foreign location, and thus the Company’s
marketing, administrative, distribution and product innovation costs are minimal. The Company does not allocate any other marketing, administrative, distribution and product innovation costs to these segments. Substantially all of these remaining
costs were incurred by the North American operating segment, and thus these costs are included with the North American operating segment.

 Securities and Exchange Commission

 August 26, 2011

  Page
 5

Comment 4.
We note your response that your operating segments are North America, EMEA, Latin America and Asia. Based on the CODM package provided specifically the contribution
margin analysis, we note that revenues from EMEA are 3.3%, Latin America are 0.5% and Asia are 1.4% of total revenues. As none of these segments nor the combined other foreign countries meet the quantitative threshold of 10% in determining operating
segments, please discuss why management believes this information about the international segments is material and useful to readers of the financial statements.

 Response

 As previously discussed, beginning with the second quarter of 2010, our CODM
regularly reviews financial and operating information organized into four geographically-based operating segments due to the continued global growth and expected global expansion of the Company. In accordance with the quantitative thresholds set
forth in ASC 280-10-50-12 and ASC 280-10-50-14, the Company began separately reporting information about our North American operating segment (effective with our Form 10-Q for the quarterly period ending June 30, 2010). In addition, in
accordance with ASC 280-10-50-15 we have combined the information about the EMEA, Latin American and Asian operating segments in an “all other” category. One of our key strategic objectives is to be a global brand, and we expect the
foreign operating segments to meet the quantitative thresholds in the future. Therefore, we view these operating segments as key long-term growth components of our business. We believe this presentation is relevant to our financial statement readers
as it will exhibit the execution of our long-term growth initiatives, as well as facilitate comparisons to our competitors.

Comment 5.
We note your response that “segment managers are the combination of EVP Product and EVP Business Development for the North American operating segment and the
COO for the EMEA, Latin America and Asia operating segments.” We also note that the COO also continues his functional administrative responsibilities. The organizational structure does not appear aligned with how you report segments as you have
two segment managers for one segment (North America) and one segment manager for the three international segments. Please discuss the factors considered by the CODM in allocating human resources to the operating segments.

 Response

As previously discussed, the long term structure includes a segment manager that would be responsible for the North American operating segment, and from
July 2008 to August 2010 the Company had a President with responsibility for what is currently the North America operating segment. Since the North American segment manager’s departure, the CODM has assigned joint responsibility for the North
American operating segment to the EVP Product and EVP Business Development on an interim basis.

 Securities and Exchange Commission

 August 26, 2011

  Page
 6

 Although currently the EMEA, Latin American and Asian operating segments are quantitatively
insignificant, they represent key opportunities in the Company’s long-term growth strategy. Given the size and scope of these operating segments currently, we believe that in the interim they can be effectively managed by one individual.
Currently, the Latin American and Asian operating segments are distributor and licensing models under which a third party controls the activities and incurs the costs to market and to distribute to third party retailers in the foreign locations. As
such these segments require less dedicated management oversight, and thus the CODM has determined that separate segment managers reporting to the CODM are unnecessary. According to ASC 280-10-50-8, a single manager may be the segment manager for
more than one operating segment. As the Company continues to expand globally, it expects that each major geographic region will be structured like the North American operating segment and will have a leader and business units by product and
distribution. Management believes international expansion provides significant long term growth opportunities for the Company, which is in line with our focus on geographic segments.

Comment 6.
We reviewed the supplemental information provided in the two financial packages provided to the CODM and have the following questions.

•

 We note that the CODM receives disaggregated net revenue by business unit. In discussing drivers of revenues, you note information by
distribution channel and product categories. On page 4 of the Q4 Board Presentation you present gross margins by Apparel, Footwear, E-commerce and International. Please discuss whether the CODM received any financial performance information below
revenues for any of the periods in 2010.

•

 We note on page 13 of the Executive Financial Review-KP Edition, your CODM receives an excess inventory analysis by product categories –
Apparel and accessories, Footwear and Europe. Please discuss how this information is used in allocating resources.

•

 We note on page 11 of the Executive Financial Review-KP Edition, your CODM receives an SG&A analysis which separately presents expenses
by distribution channel and product categories, US Wholesale and US Direct to Consumer categories which are further disaggregated into US Apparel, US Footwear, eCommerce, Factory House and Specialty subcategories. We note the information provided in
the CODM package that the CODM receives SGA analysis by product category. Tell us who makes the decisions and how selling and product creation dollars are allocat

CORRESP
1
filename1.htm

Correspondence

 August 12, 2011

 VIA EDGAR

 Mr. John Reynolds

 Assistant Director

 Securities and Exchange Commission

Division of Corporation Finance

 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 or “our”) is in receipt of your letter dated August 1, 2011 related to the review by the staff of the Securities and Exchange Commission of our Form 10-K for
the year ended December 31, 2010. As discussed today with the staff, we are seeking an extension until August 29, 2011 to provide a written response to the staff’s comments in order to allow sufficient time for our team to review and
respond to the comments.

 Thank you for your consideration of this request. If you have any questions, please feel free to call
me at (410) 454-6758.

Very truly yours,

John P. Stanton

Vice President, Corporate Governance and Compliance

August 1, 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 June 1, 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

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of

 Operations, page 26

 1. We note your response to comment one in our  letter dated May 4, 2011 regarding operating
results of each of your segments.  However, you have not fully addressed the comment.  Please provide an analysis of the reasons for increase in net sales and operating income and
where there is more than one reason for a cha nge between periods, please quantify the extent
to which each reason contributed to the overall change.  See Item 303(A)(3) of Regulation S-
K.

Kevin A. Plank, President  Under Armour, Inc. August 1, 2011 Page 2

 Notes to Consolidated Financial Statements, page 49

 16. Segment Data and Related Information, page 67

 2. We note your response to prior comment four in our letter dated Ma y 4, 2011 stating that you
have ten business units which are a mix of geogr aphies, products and di stribution channels.
We also note that discreet financial inform ation for each business units is prepared and
reviewed by segment managers.  Please e xplain whether the company analyzes the
profitability of each of th e business units and compares it to the other units.  If so, tell us who
is responsible for evaluating the performan ce, how it is done and to whom is this
communicated.

3. We note your response that due to the insigni ficance of the EMEA, La tin America and Asia
operating segments, they were combined into othe r foreign countries for disclosure purposes.
We also note that all non-allocated shared se rvices, which include marketing, administrative,
distribution, and innovation, were  included in the North America operating segment.
Therefore, please discuss the method used to allocate resources to EM EA, Latin America and
Asia operating segments.

4. We note your response that your operating se gments are North America, EMEA, Latin
America and Asia.  Based on the CODM pack age provided specifically the contribution
margin analysis, we note that revenues from  EMEA are 3.3%, Latin America are 0.5% and
Asia are 1.4% of total revenues.   As none of these segments nor the combined other foreign
countries meet the quantitative threshold of 10% in determining operating segments, please
discuss why management believes this inform ation about the international segments is
material and useful to readers of  the financial statements.

5. We note your response that “segment managers are the combination of EVP Product and
EVP Business Development for the North American operating segment and the COO for the EMEA, Latin America and Asia operating segments.”  We also note that the COO also continues his functional administ rative responsibilities. The orga nizational structure does not
appear aligned with how you report segments as you have two segment managers for one
segment (North America) and one segment mana ger for the three international segments.
Please discuss the factors considered by the CODM in allocating hu man resources to the
operating segments.

6. We reviewed the supplemental information provi ded in the two financial packages provided
to the CODM and have the following questions.
 We note that the CODM receives disaggreg ated net revenue by business unit.  In
discussing drivers of revenues, you note info rmation by distribution channel and product
categories.  On page 4 of the Q4 Boar d Presentation you present gross margins by
Apparel, Footwear, E-commer ce and International.  Please discuss whether the CODM

Kevin A. Plank, President  Under Armour, Inc. August 1, 2011 Page 3

 received any financial performance informati on below revenues for any of the periods in
2010.
 We note on page 13 of the Executive Financ ial Review-KP Edition, your CODM receives
an excess inventory analysis by product categories – Appare l and accessories, Footwear
and Europe.  Please discuss how this informa tion is used in allo cating resources.

 We note on page 11 of the Executive Financ ial Review-KP Edition, your CODM receives
an SG&A analysis which separately pres ents expenses by distribution channel and
product categories, US Wholesale and US Di rect to Consumer categories which are
further disaggregated into US Apparel, US  Footwear, eCommerce, Factory House and
Specialty subcategories. We note the inform ation provided in the CODM package that
the CODM receives SGA analysis by product cat egory.  Tell us who makes the decisions
and how selling and product creation dolla rs are allocated fo r each of the product
categories.  Please clarify the CODM’s ro le in determining how SGA expenses are
incurred.

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) 551-3790 with any other questions.

Sincerely,
   /s/Tia Jenkins
    Tia Jenkins

Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Health care Services

CORRESP
1
filename1.htm

Correspondence

 June 1, 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” or the “Company”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) in its letter dated May 4, 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

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 26

Comment 1.
Please also provide a separate discussion in your Management’s Discussion and Analysis of the reasons for changes in the operating results of each of your
segments. In addition, where there is more than one reason for a change between periods, please quantify the extent to which each reason contributed to the overall change. See Item 303(A)(3) of Regulation S-K. Please provide us the text of your
proposed disclosures to be included in future filings based on the December 31, 2010 results.

 Response

 In future filings, we will provide a separate discussion in our Management’s Discussion & Analysis (“MD&A”) of
the reasons for changes in the operating results of each of our segments, and, consistent with Regulation S-K Item 303(a), we will discuss items that materially affected the operating results.

 Securities and Exchange Commission

 June 1, 2011

  Page
 2

 As requested, below is an example of this proposed separate discussion based on our MD&A in our
Annual Report on Form 10-K for the year ended December 31, 2010 (“2010 10-K”). The proposed separate discussion is a new section titled “Segment Results of Operations” included at the end of the Consolidated Results of
Operations sections.

 Segment Results of Operations

 Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

 Net revenues by geographic region are summarized below:

Year Ended December 31,

2010

2009

$ Change

% Change

 (In thousands)

 North America

$
997,816

$
808,020

$
189,796

23.5
%

 Other foreign countries

66,111

48,391

17,720

36.6

 Total net revenues

$
1,063,927

$
856,411

$
207,516

24.2
%

 Net revenues in North America increased $189.8 million to $997.8 million in 2010 from $808.0 million in 2009
primarily due to increased net sales in apparel as discussed above in Consolidated Results of Operations. Net revenues in other foreign countries increased by $17.7 million to $66.1 million in 2010 from $48.4 million in 2009 primarily due to
increased apparel sales in our Europe, Middle East and Africa (“EMEA”) operating segment and increased product distribution by our licensee in Japan.

 Operating income by geographic region is summarized below:

Year Ended December 31,

 (In thousands)

2010

2009

$ Change

% Change

 North America

$
102,806

$
83,239

$
19,567

23.5
%

 Other foreign countries

9,549

2,034

7,515

369.5

 Total operating income

$
112,355

$
85,273

$
27,082

31.8
%

 Operating income in North America increased $19.6 million to $102.8 million in 2010 from $83.2 million in
2009 primarily due to the items discussed above in Consolidated Results of Operations. Operating income in other foreign countries increased by $7.5 million to $9.5 million in 2010 from $2.0 million in 2009 primarily due to increased apparel sales
and lower selling, general and administrative expenses as a percentage of net revenues in our EMEA operating segment, along with increased product distribution by our licensee in Japan as discussed above.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Net revenues by geographic region are summarized below:

 Securities and Exchange Commission

 June 1, 2011

  Page
 3

Year Ended December 31,

2009

2008

$ Change

% Change

 (In thousands)

 North America

$
808,020

$
692,388

$
115,632

16.7
%

 Other foreign countries

48,391

32,856

15,535

47.3

 Total net revenues

$
856,411

$
725,244

$
131,167

18.1
%

 Net revenues in North America increased $115.6 million to $808.0 million in 2009 from $692.4 million in 2008
primarily due to increased net sales in apparel and footwear as discussed above in Consolidated Results of Operations. Net revenues in other foreign countries increased by $15.5 million to $48.4 million in 2009 from $32.9 million in 2008 primarily
due to increased apparel sales in our EMEA operating segment.

 Operating income by geographic region is summarized
below:

Year Ended December 31,

 (In thousands)

2009

2008

$ Change

% Change

 North America

$
83,239

$
76,326

$
6,913

9.1
%

 Other foreign countries

2,034

599

1,435

239.6

 Total operating income

$
85,273

$
76,925

$
8,348

10.9
%

 Operating income in North America increased $6.9 million to $83.2 million in 2009 from $76.3 million in 2008
primarily due to the items discussed above in Consolidated Results of Operations. Operating income in other foreign countries increased by $1.4 million to $2.0 million in 2009 from $0.6 million in 2008 primarily due to increased product distribution
by our licensee in Japan.

 Year Ended December 31, 2010 Compared to Year Ended December 31, 2009, page 29

Comment 2.
We note that your allowance for doubtful accounts decreased to 4.8% of accounts receivable as of December 31, 2010 from 6.5% of accounts receivable in 2009.
Schedule II on page 77 shows that $190,000 was charged to the expense for the allowance for doubtful accounts in the year ended December 31, 2010 compared to $1.6 million in 2009. Please explain the reasons for the decrease in the reserve and
any changes in your policy for estimating collectability of accounts receivable. Include a discussion of known trends that are having a material effect on your results and explain management’s view of the significant underlying factors causing
these trends so that readers can ascertain the likelihood that past performance is indicative of future performance. See Section III of our Release 33-8350.

 Response

 As stated in Note 2 to the Audited Consolidated Financial Statements - Summary of
Significant Accounting Policies - Allowance for Doubtful Accounts, page 49 included in our 2010 10-K,

 Securities and Exchange Commission

 June 1, 2011

  Page
 4

the Company considers historical levels of credit losses and significant economic developments within the retail environment in order to estimate its allowance for doubtful accounts. We did not
make any changes to this policy during 2008, 2009 or 2010. Due to the economic downturn and heightened credit risk environment during 2008 and 2009, we experienced customer bankruptcies and delays in receivable collections from certain customers. As
a result, we increased the allowance for doubtful accounts and incurred additional bad debt expense during those years. However, we decreased the allowance for doubtful accounts during 2010 due to the improvement in collection patterns and the
general financial health of our retail customers. In addition, we experienced recoveries of some previously reserved receivable balances and the resolution of certain customer bankruptcies which were originally filed and reserved for in 2008 and
2009. We believe the allowance for doubtful accounts as of December 31, 2010 adequately provided for our bad debt exposure at that time.

With respect to the allowance for doubtful accounts at December 31, 2010, we did not believe there were any known trends that could have a material
effect on our results of operations in future periods as our bad debt experience was significantly decreasing in 2010. Thus the 2008 and 2009 performance was not considered to be indicative of future results. In future filings, we will include a
discussion of any such known trends.

 Notes to Consolidated Financial Statements, page 49

16. Segment Data and related Information, page 67

 We believe the following summary will provide context for Comments 3 through 7 made by the Staff:

The Company develops, markets and distributes branded performance apparel, footwear and accessories for men, women and youth. The Company currently
operates primarily in the United States, but has selling operations in Europe and Canada. In addition, the Company has distribution and license agreements with third-parties located in other foreign countries.

While the Company primarily sells its products to third party retailers, the Company also sells its products directly to the consumer through its factory
house and specialty stores, website and catalog. The factory house stores primarily liquidate excess inventory. As of December 31, 2010, the Company had 54 factory house stores in the United States. The Company has 4 specialty stores in the
United States which were opened in 2007 and 2008 and sell the Company’s products at full price.

 The Company has ten business units which
are a mix of geographies, products and distribution channels: US Wholesale Apparel; US Wholesale Footwear; US Wholesale Accessories; US Wholesale Outdoor; US Retail (including specialty and factory house stores); US E-Commerce; Canada; Europe,
Middle East and Africa (“EMEA”); Latin America; and Asia. The US Wholesale Apparel, US Wholesale Footwear, US Wholesale Accessories, US Wholesale Outdoor, US Retail, US E-Commerce and Canada business units are collectively referred to as

 Securities and Exchange Commission

 June 1, 2011

  Page
 5

the North America business unit, and the business units outside of North America are referred to as the International business unit.

 According to ASC 280-10-50, operating segments are components of a public entity which has all of the following characteristics:

•

 It engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with
other components of the same public entity);

•

 Its operating results are regularly reviewed by the public entity’s Chief Operating Decision Maker (“CODM”) to make decisions about
resources to be allocated to the segment and assess its performance; and

•

 Its discrete financial information is available.

 The CODM identifies a function, not necessarily a manager with a specific title. That function is to allocate resources to and assess the performance of the segments of a public entity. As the
Company’s founder and majority stockholder, the Company’s Chief Executive Officer (“CEO”) has the overriding decision making power. It is the responsibility of the senior executives of the Company to carry out decisions made by
the CEO. Therefore, based on the decision dynamics within the Company, the CEO is considered the CODM for purposes of determining operating segments.

 Since the Company’s initial public offering and through the first quarter of 2010, the CEO considered the key indicator of performance to be gross revenues and consolidated operating income
profitability. Therefore, the CODM package revolved around this information and included disaggregated gross revenue information by product category, distribution channel and geography, and any remaining financial information beyond revenues in the
CODM package was on a consolidated basis only. Due to the continued global growth and expected global expansion of the Company, beginning in the second quarter of 2010, the CODM was provided two financial packages (actual results and current
forecast) on a quarterly basis which were expanded to include gross profit and contribution margin (which is defined by the Company as operating income less bonus and stock-based compensation expense) for the North America and each of the
International geographic regions. In general, the CODM views net revenues and contribution margin by these geographic regions as the primary indicators of performance.

 The CEO reviews and provides public comments from time to time on specific product and distribution channel revenue growth drivers. However, as stated above, he is not regularly provided with operating
results by product or distribution, and thus we do not deem these revenue categories as operating segments. Discrete financial information is not regularly available or reviewed by the CODM below the net revenue line other than the geographic
regions discussed above.

 In line with the shift to geographic focus noted above in early 2010, the Company’s organization structure was
arranged to have one direct report to the CEO which would oversee the North

 Securities and Exchange Commission

 June 1, 2011

  Page
 6

America business unit and one direct report to the CEO which would oversee the International business units. This is the planned long term structure; however, the Company has been experiencing
some transition relative to the individuals serving in these roles. David McCreight, President from July 2008 to August 2010, was given responsibility for the North America business unit, and Wayne Marino, Chief Operating Officer (“COO”),
was given responsibility for all International business units. Both reported directly to our CEO. After David McCreight’s departure in August 2010, the Company has for the time being assigned joint responsibility for the North America business
unit to Kip Fulks, the Executive Vice President of Product (“EVP Product”), and Scott Plank, the Executive Vice President of Business Development (“EVPBD”).

 Currently, the CEO’s direct reports include:

•

 EVP Product;

•

 EVPBD; and

•

 COO.

 The next levels of
management include:

•

 EVP Product

•

 Senior Vice President of Footwear;

•

 Senior Vice President of Apparel;

•

 Vice President of Accessories and Licensing; and

•

 Vice President of Outdoor.

•

 EVPBD

•

 Vice President of Retail; and

•

 Vice President and General Manager of E-Commerce.

•

 COO

•

 Managing Director/General Manager, EMEA; and

•

 Vice President/General Manager, America’s.

 Each of the individuals reporting to the EVP Product is in charge of the design of the Company’s products, as well as their respective US Wholesale business units noted above. The US Retail and US
E-Commerce business units are collectively referred to as our Direct-to-Consumer sales channel.

 In addition to salary, the major components
of our senior executives’ compensation include an annual bonus and an annual performance stock grant. For the COO, EVP Product and EVPBD, the annual bonus is based on consolidated corporate performance (as is the annual bonus for the CEO).
Corporate performance is currently measured on consolidated net revenues and consolidated operating income. For the business unit leaders below the COO, EVP Product and EVPBD, the annual bonus is first determined based on consolidated corporate
performance as described above. If the minimum thresholds for consolidated corporate performance are not achieved, the business unit leaders are not eligible for an annual bonus. If the minimum

 Securities and Exchange Commission

 June 1, 2011

  Page
 7

thresholds are achieved, then half of the annual bonus is based on corporate performance and half is based on the individual business unit performance. Similar to corporate performance, business
unit performance currently includes business unit net revenues and business unit operating income. The CEO assists in setting the consolidated revenue targets, but he is not provided with discrete financial information below the net revenue line
other than for the geographic regions previously discussed, and he is not involved in setting any business unit targets. The annual performance stock grant is currently based on combined consolidated operating income for the next two years. The
consolidated performance targets for the annual bonus and annual performance stock grant are

May 4, 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 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

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 26

1. Please also provide a separate  discussion in your Management’s Discussion and Analysis
of the reasons for changes in the operating re sults of each of your segments.  In addition,
where there is more than one reason for a change between periods, please quantify the
extent to which each reason contributed to the overall change.  See Item 303(A)(3) of
Regulation S-K.  Please provide us  the text of your proposed di sclosures to be included in
future filings based on the December 31, 2010 results.
 Year Ended December 31, 2010 Compared to Year Ended December 31, 2009, page 29

2. We note that your allowance for doubtful accounts decreased to 4.8% of accounts
receivable as of December 31, 2010 from 6.5%  of accounts receivable in 2009.  Schedule

Kevin A. Plank Under Armour, Inc. May 4, 2011 Page 2

 II on page 77 shows that $190,000 was charged to the expense for the allowance for
doubtful accounts in the year ended Decembe r 31, 2010 compared to $1.6 million in
2009.  Please explain the reasons for the decreas e in the reserve and any changes in your
policy for estimating collectabili ty of accounts receivable.  Include a discussion of known
trends that are having a materi al effect on your results and ex plain management’s view of
the significant underlying fact ors causing these trends so th at readers can ascertain the
likelihood that past performance is indicative of future performance.   See Section III of
our Release 33-8350.
 Notes to Consolidated Financial Statements, page 49

16. Segment Data and related Information, page 67

3. In 2010 your operating segments changed to reflect how the chief operating decision
maker (“CODM”) makes decisions about alloca ting resources and assessing performance.
We note that your operating segments are base d on geographic regions:  North America,
Latin America, Europe, the Middle East and Af rica.  Please explain to us your internal
reporting structure (e.g. divisi ons, business units etc.) and the manner in which you
manage your business.  Tell us if certain se gment managers are responsible for specific
product categories in addition to geographic ar eas.  Please tell us how you analyzed the
guidance of ASC 280-10-50-9 in  the identification of your  operating segments.

4. We note that 94% of your revenues are in th e North American segment.  We also note
that your discussion in your quarterly earni ngs release discussed revenues and gross
margins for the direct-to-consumer channe l and the various product category.  Please
explain whether you have discrete financial information by channel and product category.
Please discuss if you are aggreg ating any segments in your North America segment and if
so discuss how you meet the aggrega tion criteria in ASC 280-10-50-11.
 5. We note your Executive Team as disclosed on yo ur website.  Please explain the nature of
the roles of the Executive Vice President of Product, Senior Vice President of Footwear,
and Senior Vice President of A pparel as they relate to the alignment of your segments.
Please tell us whether these roles are functiona l or whether they repr esent actual divisions
within your organization.  Please also tell  us whether any of these individuals is
compensated based upon the performance of their division. Please explain to us the
relative rank of thes e positions with respect to the CODM.

6. We note that your Executive Team added an Executive Vice President of Global Brand
and President of Internationa l, effective February 1, 2011.  Please explain your internal
reporting structure on your international opera ting segments for the year ended December
31, 2010.
 7. Please identify your CODM and provide us w ith the financial information regularly
reviewed by the CODM to assess performance and allocate resources for the year ended
December 31, 2010.  If multiple levels of fi nancial information are provided to the

Kevin A. Plank Under Armour, Inc. May 4, 2011 Page 3

 CODM, please provide us with each level and explain how the CODM utilizes the
financial information.
 Exhibits

8. We note that Exhibits 10.03, 10.08, 10.12, 10.15, 10.18, and 10.24 appear to be missing
schedules, attachments and /or exhibits.  We also note that Exhibits 10.23A, 10.23B, and
10.23C to the Form 10-K filed on February  22, 2008, Exhibits 10.02, 10.03 to the Form
10-Q filed on August 6, 2008, Exhibits 10.02 and 10.03 to the Form 10-Q filed on May 7, 2009, Exhibits 10.21 and 10.22 to the Form 10-K filed on February 25, 2010, Exhibit
10.03 to the Form 10-Q filed on May 5, 2010, a nd Exhibit 10.02 to the Form 10-Q filed
on August 5, 2010,  appear to be missing e xhibits, schedules a nd/or attachments.   Please
confirm that you will file these exhibits in their entirety wi th your next periodic report.
 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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Brian McAllister at (202)  551-3341 or Nasreen Mohammed, Assistant
Chief Accountant, at (202) 551-3773 if you have questions regarding comments on the financial
statements and related matters.  Please cont act Shehzad Niazi at ( 202) 551-3121 or Pamela
Howell, Special Counsel, at (202) 551-3357 with any other questions.

Sincerely,
   /s/ Pamela Howell  for

John Reynolds Assistant Director