Columbia Sportswear Company

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______to_______
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Commission file number 000-23939
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COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter) 
Oregon
93-0498284
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
14375 Northwest Science Park Drive, Portland Oregon 97229
(Address of principal executive offices and zip code)
(503) 985-4000
(Registrant's telephone number, including area
code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
COLM
The NASDAQ Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes
☒
No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☒
Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, based upon the closing price of the common stock on
the last business day of the registrant's most recently completed second fiscal quarter, was $2,334,761,479.
The number of shares outstanding of the registrant's common stock on February 14, 2025 was 55,342,827.
Portions of the registrant's proxy statement related to its 2025 Annual Shareholders' Meeting to be filed subsequently are incorporated by reference into Part III of this Annual Report on
Form 10-K. Except as expressly incorporated by reference, the registrant's proxy statement related to its 2025 Annual Shareholders' Meeting shall not be deemed to be part of this report.

TABLE OF CONTENTS
Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
Item 1.
Business
1
Information About Our Executive Officers
6
Item 1A.
Risk Factors
7
Item 1B.
Unresolved Staff Comments
17
Item 1C.
Cybersecurity
17
Item 2.
Properties
18
Item 3.
Legal Proceedings
19
Item 4.
Mine Safety Disclosures
19
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
20
Item 6.
[Reserved]
21
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
22
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
34
Item 8.
Financial Statements and Supplementary Data
35
Report of Independent Registered Public Accounting Firm  (PCAOB 34)
36
Consolidated Balance Sheets
39
Consolidated Statements of Operations
40
Consolidated Statements of Comprehensive Income
41
Consolidated Statements of Cash Flows
42
Consolidated Statements of Equity
43
Notes to Consolidated Financial Statements
44
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
74
Item 9A.
Controls and Procedures
74
Item 9B.
Other Information
75
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
75
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
76
Item 11.
Executive Compensation
76
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
76
Item 13.
Certain Relationships and Related Transactions, and Director Independence
76
Item 14.
Principal Accountant Fees and Services
76
PART IV
Item 15.
Exhibits, Financial Statement Schedules
77
Item 16.
Form 10-K Summary
80
Signatures
81
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K

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SPECIAL NOTE REGARDING 
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements often use
words such as "will", "anticipate", "estimate", "expect", "should", "may", "believe" and other words and terms of similar meaning or reference future dates.
Forward-looking statements include any statements related to our expectations regarding the effectiveness of our investments, future performance or market
position, the promotional environment, our utilization of temporary clearance locations, storage and processing capacity, future manufacturing locations of our
inventory, inventory levels and timing of inventory receipt, inventory carrying costs, shipment timing, the continued licensing of certain of our proprietary rights,
consumer and customer spending and preferences, the performance of our various sales channels, freight charges, scale efficiencies, inflationary pressures,
foreign currency translation, the performance of our international businesses, the geopolitical environment, consumer and customer behaviors and expectations
and our ability to retain existing, value-oriented consumers while attracting new consumers, the regulatory environment, the impact of seasonal trends,
materiality of legal matters, risk management strategies, the performance of our profit improvement program and the Columbia brand ACCELERATE Growth
Strategy, capital expenditures, our short and long-term cash needs and our ability to meet those needs, amortization expenses, and maturities of liabilities.
These forward-looking statements, and others we make from time to time expressed in good faith, are believed to have a reasonable basis; however, each
forward-looking statement involves risks and uncertainties. Many factors may cause actual results to differ materially from projected results in forward-looking
statements, including the risks described in Item 1A of this Annual Report on Form 10-K. Forward-looking statements are inherently less reliable than historical
information. Except as required by law, we do not undertake any duty to update forward-looking statements after the date they are made or to conform them to
actual results or to changes in circumstances or to reflect changes in events, circumstances or expectations. New factors emerge from time to time and it is not
possible for us to predict or assess the effects of all such factors or the extent to which any factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statement.
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PART I
ITEM 1.
BUSINESS
GENERAL
Founded in 1938 in Portland, Oregon, as a small, family-owned, regional hat distributor and incorporated in Oregon in 1961, Columbia Sportswear Company
has grown to become a global leader in designing, developing, marketing, and distributing outdoor, active and lifestyle products, including apparel, footwear,
accessories, and equipment.
Unless the context indicates otherwise, the terms "we," "us," "our," "the Company," and "Columbia" refer to Columbia Sportswear Company, together with its
wholly owned subsidiaries and entities in which it maintains a controlling financial interest.
BRANDS AND PRODUCTS
We connect active people with their passions by providing them with the products they need to seek inspiration and adventure. We meet the diverse needs of
our customers and consumers through our four brands by designing, developing, marketing, and distributing our outdoor, active and lifestyle products, including
apparel, footwear, accessories and equipment.
Columbia® | Founded in 1938, our Columbia brand's mission is to unlock the outdoors for everyone. Our Columbia brand offers authentic, high-value
outdoor apparel, footwear, accessories and equipment products suited for hiking, trail running, snow, and fishing and hunting activities, as well as everyday
outdoor activities.
SOREL® | Acquired in 2000, our SOREL brand has evolved from a men's utility boot brand into a contemporary lifestyle brand bringing style to the outdoors.
Our SOREL brand leverages its rich heritage, innovation and style to offer distinct, compelling, and unexpected footwear to consumers around the world.
Mountain Hardwear® | Acquired in 2003, our Mountain Hardwear brand's mission is to encourage and equip people to seek a wilder path in life. With over
30 years of wild wisdom, our Mountain Hardwear brand continues to offer essential, premium apparel, accessories and equipment products for climbers,
mountaineers, skiers, snowboarders, and trail athletes.
prAna® | Acquired in 2014, our prAna brand's mission is to celebrate the spirit of adventure and discovery, encouraging individuals to pursue their passions
inspired by an active California lifestyle. Our prAna brand offers apparel and accessories that blend style and versatility for individuals who embrace
movement and have a deep reverence for nature.
Across our diverse portfolio of brands, our products have gained recognition for their innovation, quality, value, and performance. Our products incorporate the
cumulative design, fabrication, fit, and construction technologies that we have pioneered over several decades and continue to innovate. Our apparel,
accessories and equipment products are designed to be used for all seasons, activities and locations. Our footwear products include durable, lightweight hiking
boots, trail running shoes, rugged cold weather boots, sandals, shoes for use in water activities, and footwear for lifestyle wear.
SEASONALITY AND VARIABILITY OF BUSINESS
Our business is affected by the general seasonal trends common to the industry, including seasonal weather and discretionary consumer shopping and
spending patterns. Our products are marketed on a seasonal basis, and our sales are weighted substantially toward the third and fourth quarters, while our
operating costs are more equally distributed throughout the year.
PRODUCT DESIGN AND INNOVATION
We are committed to designing innovative and functional products for consumers who participate in a wide range of outdoor, active and lifestyle activities,
enabling them to enjoy those activities longer and in greater comfort. We distinguish our products in the marketplace by placing significant value in the design
and fit, including the overall appearance and image, and technical performance features of our products.
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Our team of specialists leads both our internal research and development efforts and works closely with independent suppliers to conceive, develop and
commercialize innovative technologies and products to provide the unique performance benefits desired by consumers. We utilize our working relationships with
specialists in the fields of chemistry, biochemistry, engineering, industrial design, materials research, graphic design, and other related fields, along with
consumer insights and feedback, to develop and test innovative performance products, processes, packaging, and displays. These efforts, coupled with our
drive for continuous improvement, represent key factors in the ongoing success of our products.
MANUFACTURING AND SOURCING
We seek to substantially limit our invested capital and avoid the costs and risks associated with large production facilities and the associated labor forces;
therefore, we do not own, operate or manage manufacturing facilities. The majority of our finished goods are produced by contract manufacturers located
outside the United States ("U.S."). We establish and maintain long-term relationships with key finished good manufacturing partners, but generally do not
maintain formal long-term manufacturing volume commitments. The use of contract manufacturers for our finished goods maximizes our flexibility and
historically has benefited our product costs.
We value legal, ethical and fair treatment of people involved in manufacturing our products. Independent contractors manufacturing our products are subject to
our standards of manufacturing practices to facilitate safe and humane working conditions, as well as to promote ethical business practices. We have programs
in place to monitor manufacturer practices and assess alignment with these standards.
We maintain manufacturing liaison offices in seven Asia Pacific countries. Our personnel in these offices monitor production at our contract manufacturers'
facilities to ensure our products are manufactured to our specifications.
In 2024, our apparel, accessories and equipment products for our wholesale and direct-to-consumer ("DTC") businesses were manufactured into finished goods
in 14 countries. In 2024, finished goods manufacturers in Vietnam, Bangladesh, Indonesia, and India produced approximately 40%, 25%, 10% and 10%,
respectively, of these products. Five of the largest contract finished goods manufacturers account for approximately 30% of our apparel, accessories and
equipment production, with the largest manufacturer accounting for approximately 10%.
In 2024, our footwear products for our wholesale and DTC businesses were manufactured into finished goods in four countries. In 2024, finished goods
manufacturers in Vietnam and China produced approximately 80% and 15%, respectively, of these products. Five of the largest contract finished goods
manufacturers account for approximately 80% of our footwear production, with the two largest manufacturers accounting for approximately 20% each and three
manufacturers accounting for approximately 15%, 15% and 10% individually.
Raw materials for the finished goods manufacturing of our apparel, accessories, equipment, and footwear products are primarily sourced from Asia and are
purchased directly by our contract manufacturers. In addition, our trademark licensees directly contract for the manufacture of their products.
MARKETING
Our portfolio of brands enables us to target a wide range of consumers with differentiated products. Our marketing supports and enhances our competitive
position in the marketplace, drives alignment through seasonal initiatives, builds brand equity, raises brand relevance and awareness, infuses our brands with
excitement, and, most important, stimulates consumer demand for our products.
Our integrated marketing efforts deliver messages about the performance benefits, features and styles of our products within each of our brands to their target
consumers. We utilize a variety of means to deliver our marketing messages, including digital marketing, branded e-commerce and marketing sites, social
media interactions, television and print publications, experiential events, brand ambassadors, branded and enhanced product store displays, and consumer-
focused public relations efforts. In addition, we reinforce our brands' marketing messages with our key wholesale customers by utilizing digital platforms,
television, print and advertising campaigns, as well as in-store branded visual merchandising display tools and favorable product presentation. We also
authorize and encourage our international distributors to connect with consumers by operating e-commerce and marketing sites and maintaining a presence on
social media platforms.
SALES AND DISTRIBUTION
We sell our products in more than 110 countries and operate in four reportable segments: U.S., Latin America and Asia Pacific ("LAAP"), Europe, Middle East
and Africa ("EMEA"), and Canada. These reportable segments are organized by geographic location. Each reportable
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segment operates predominantly in one industry: the design, development, marketing, and distribution of outdoor, active and lifestyle products, including
apparel, footwear, accessories, and equipment.
We sell our products through a mix of distribution channels. Our wholesale distribution channel consists of small, independently operated specialty outdoor and
sporting goods stores, regional, national and international sporting goods chains, large regional, national and international department store chains, internet
retailers, international distributors where we generally do not have our own direct operations, and certain other retailers. Our DTC distribution channel includes a
network of branded, outlet, temporary clearance and employee retail stores, brand-specific e-commerce sites and shop-in-shop retail locations. In addition, we
earn revenue through licensing certain of our trademarks across a range of apparel, accessories, equipment, and home products.
U.S.
U.S. is our largest segment and provides apparel, accessories and equipment products through our Columbia, Mountain Hardwear and prAna brands and
footwear products through our Columbia and SOREL brands. These products are sold by our U.S. wholesale and DTC businesses. We have over 1,850
wholesale customers in the U.S. In 2024, our five largest U.S. wholesale customers accounted for approximately 20% of U.S. net sales and less than 10%
individually. As of December 31, 2024, our U.S. DTC distribution channel sold our products in over 170 retail stores, including 28 temporary clearance locations.
We distribute the majority of our U.S. products from distribution centers that we own and operate in Portland, Oregon and Robards, Kentucky, as well as through
a third-party logistics company that operates a distribution center in Cincinnati, Ohio and other facilities located near U.S. receiving ports. We also arrange to
have products directly shipped from contract manufacturers to wholesale customer-designated facilities in the U.S.
LAAP
LAAP provides apparel, accessories and equipment products through our Columbia, Mountain Hardwear and prAna brands and footwear products through our
Columbia and SOREL brands. These products are sold by our wholly owned subsidiaries in Japan, Korea and China, and through distributors in other LAAP
markets. We have over 350 wholesale customers, including distributors, in LAAP. In 2024, our five largest LAAP wholesale customers accounted for
approximately 10% of LAAP net sales. As of December 31, 2024, our LAAP DTC distribution channel sold our products in nearly 310 retail stores.
We distribute LAAP products through third-party logistics companies that operate distribution centers near Tokyo, Seoul, and Shanghai for our Japan, Korea and
China businesses, respectively, as well as through third-party logistics companies that operate facilities located near receiving ports for our China business. The
vast majority of our products sold to LAAP distributors are shipped directly to the distributors from the contract manufacturers from which we source our
products.
EMEA
EMEA provides apparel, accessories and equipment products through our Columbia, Mountain Hardwear and prAna brands and footwear products through our
Columbia and SOREL brands. These products are sold by our Europe-direct and EMEA distributor businesses. We have nearly 3,350 wholesale customers,
including distributors, in EMEA. In 2024, our three largest EMEA wholesale customers accounted for approximately 20% of EMEA net sales and less than 10%
individually. As of December 31, 2024, our Europe-direct distribution channel sold our products in over 60 retail stores.
We distribute the majority of our EMEA products from a distribution center that we own and operate in France for our Europe-direct business, as well as through
third-party logistics companies that operate facilities located near receiving ports. The vast majority of our products sold to EMEA distributors are shipped
directly to the distributors from the contract manufacturers from which we source our products.
CANADA
Canada provides apparel, accessories and equipment products through our Columbia, Mountain Hardwear and prAna brands and footwear products through our
Columbia and SOREL brands. These products are sold by our Canada wholesale and DTC businesses. We have nearly 450 wholesale customers in Canada. In
2024, our two largest Canada wholesale customers accounted for approximately 25% of Canada net sales; approximately 18% and 7%, respectively. As of
December 31, 2024, our Canada DTC distribution channel sold our products in over 10 retail stores.
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We distribute the majority of Canada products from a distribution center that we own and operate in the province of Ontario in Canada, as well as through third-
party logistics companies that operate facilities located near receiving ports.
See Part II, Item 7 and Item 8 in this Annual Report on Form 10-K for further discussion regarding our reportable segments.
INTELLECTUAL PROPERTY
Our trademarks create a market for our products, identify our company and differentiate our products from competitors' products. We own many trademarks,
including Columbia Sportswear Company®, Columbia®, SOREL®, Mountain Hardwear®, prAna®, the Columbia diamond shaped logo, the Mountain Hardwear
nut logo, the SOREL polar bear logo, and the prAna sitting pose and horn design logos, as well as many other trademarks relating to our brands, products,
styles, and technologies. We also place significant importance on trade dress (the overall appearance and image of our products) which, as much as
trademarks, distinguishes Columbia’s products in the marketplace.
Our design and utility patents describe the technologies, processes and designs incorporated into many of our most important products. We file applications for
U.S. and foreign patents to protect inventions, designs and enhancements that we deem to have commercial value. We have design and utility patents, which
expire at various times, as well as pending patent applications in the U.S. and other countries.
We vigorously protect these proprietary rights against counterfeit reproductions and other infringing activities.
COMPETITION
The markets for outdoor, active and lifestyle apparel, footwear, accessories, and equipment products are highly competitive and we face significant competition
from numerous companies. Our competition includes large companies with significant financial, marketing and operational resources, small companies with
limited resources but deep entrenchment in their local markets, emerging brands with a large DTC presence, non-traditional outdoor brands, and other branded
competitors. We also face competition from our wholesale customers who, under their own private brand names, produce and distribute similar products to our
target consumers through their own retail stores and e-commerce businesses. We identify our primary competitive factors in the markets for outdoor, active and
lifestyle products to be brand strength, product innovation, design, versatility, functionality, performance, durability, and price, as well as effective marketing and
delivery of product in alignment with consumer expectations.
GOVERNMENT REGULATION
As a company with global operations, we are, and our products are, subject to the laws of the U.S. and multiple foreign jurisdictions in which we operate and the
rules and regulations of various governing bodies, which may differ among jurisdictions, including, but not limited to, laws and regulations concerning product
safety, environmental standards, trade, information security, privacy, labor and employment, health, marketing, competition, and safety.
See Item 1A of this Annual Report on Form 10-K for more information of risks relating to these laws, rules, and regulations.
HUMAN CAPITAL
We believe that attracting and retaining talent strengthens our enterprise. As part of these efforts, we strive to offer a competitive compensation and benefits
program and promote employee well-being.
As of December 31, 2024, our employee workforce of approximately 9,780 employees consisted of approximately 5,630 full-time and part-time retail employees,
1,080 distribution center employees and 3,070 corporate and/or office employees. From December 31, 2023 to December 31, 2024, we had an overall
employee turnover rate of approximately 56%, impacted by approximately 79% and 54% turnover rates in our retail and distribution employee base, respectively.
Approximately 32% of our workforce was located outside of the U.S. as of December 31, 2024.
As of December 31, 2024, our global workforce was self-disclosed as 55% female, 42% male, less than 1% non-binary, and 2% undisclosed or chose not to
identify. In the U.S., the self-disclosed ethnicity of our workforce, including retail and distribution employees, was 55% White, 24% Hispanic or Latino, 7% Asian,
7% Black, less than 1% American Indian or Alaskan Native, less than 1% Native Hawaiian or other Pacific Islander, 3% two or more races, and 2% undisclosed
or chose not to identify.
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Compensation and Benefits
Our compensation plans aim to reward performance. We offer competitive wages and, to align the interest of our management with those of our shareholders,
shares of our common stock through a stock incentive plan. Globally, we offer employees affordable, competitive and comprehensive benefit programs. In the
U.S., for our largest employee base, we sponsor comprehensive medical, dental, vision, and health savings or flexible spending account plans. We also provide
401(k) plan matching of employee contributions, paid time off, an employee assistance plan, life insurance, and short-term and long-term disability insurance.
AVAILABLE INFORMATION
We make available free of charge on or through the investor relations section on our website at http://investor.columbia.com/sec-filings our proxy statements,
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we file these materials with the Securities and Exchange Commission
("SEC").
Detailed information regarding our (and our brands’) corporate responsibility priorities and progress can be found in our latest "Impact Report" at
http://columbia.com/corporate-responsibility. The content of such report is not incorporated by reference in this Annual Report on Form 10-K.
The content contained on or accessible through any website referred to in this Annual Report on Form 10-K, including those mentioned above, is not
incorporated by reference in this annual report unless expressly noted.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following table sets forth information about our executive officers. All information is as of the date of the filing of this report.
Name
Age
Position
Timothy P. Boyle
75
Chairman, President and Chief Executive Officer
Joseph P. Boyle
44
Executive Vice President, Columbia Brand President
Peter J. Bragdon
62
Executive Vice President, Chief Administrative Officer and General Counsel
Lisa A. Kulok
59
Executive Vice President, Chief Supply Chain Officer
Richelle T. Luther
56
Executive Vice President, Corporate Affairs and Chief Human Resources Officer
Jim A. Swanson
50
Executive Vice President, Chief Financial Officer
Craig Zanon
65
Executive Vice President, Emerging Brands, EMEA and Asia Direct
Timothy P. Boyle joined the Company in 1971 as General Manager, served as the Company's President from 1988 to 2015 and reassumed the role in 2017. Mr.
Boyle has served as Chief Executive Officer since 1988. He has served as a member of the Board of Directors since 1978, and as Interim Chairman of the
Board of Directors from November 2019 until his appointment as Chairman of the Board of Directors in January 2020. Mr. Boyle is also a member of the Board
of Directors of Northwest Natural Holding Company (NYSE: NWN), and its subsidiary, Northwest Natural Gas Company. Mr. Boyle is a third-generation member
of the Company's founding Boyle family, the father of Joseph P. Boyle, and the son of Gertrude Boyle, who served as the Chairman of the Board of Directors
from 1970 until her death in 2019.
Joseph P. Boyle joined the Company in 2005 and has served in numerous roles of increasing leadership and responsibility, including General Merchandising
Manager of Outerwear, Accessories, Equipment, Collegiate and Licensing, Vice President of Apparel Merchandising, and Senior Vice President of Columbia
Brand Merchandising & Design. He was promoted to Executive Vice President, Columbia Brand President in 2017. Prior to joining the Company, Mr. Boyle
served in a business development role for Robert Trent Jones II Golf Course Architects. Mr. Boyle is a fourth-generation member of the Company's founding
Boyle family, and the son of Timothy P. Boyle.
Peter J. Bragdon joined the Company in 1999 and served as Senior Counsel and Director of Intellectual Property until January 2003. From 2003 to 2004, Mr.
Bragdon served as Chief of Staff in the Oregon Governor's office. Mr. Bragdon returned to Columbia in 2004 as Vice President, General Counsel and Secretary,
was named Senior Vice President of Legal and Corporate Affairs, General Counsel and Secretary in 2010 and Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary in 2015. In 2017, he assumed oversight of the Company's international distributor business. Prior to joining the
Company, Mr. Bragdon served as an attorney in the corporate securities and finance group at Stoel Rives LLP, and Special Assistant Attorney General for the
Oregon Department of Justice.
Lisa A. Kulok joined the Company in 2008 as Senior Director of Global Planning. She was promoted to Senior Vice President of Global Supply Chain Operations
in 2015, was named Senior Vice President of Global Supply Chain Operations and Manufacturing in July 2020 and Executive Vice President, Chief Supply
Chain Officer in November 2020. Prior to joining the Company, Ms. Kulok held various leadership positions at NIKE, Inc., including USA Apparel Marketplace
Planning Director and Director of Regional Planning.
Richelle T. Luther joined the Company in 2008 as Deputy General Counsel. She was appointed Senior Vice President & Chief Human Resources Officer in
September 2015 and named Executive Vice President, Corporate Affairs and Chief Human Resources Officer in January 2023. Prior to joining the Company,
she served at Northwest Natural Gas from 2002 to 2008, most recently as Corporate Secretary and Chief Governance Officer, and was an attorney at Stoel
Rives LLP from 1997 to 2002.
Jim A. Swanson joined the Company in 2003 and has served in numerous roles of increasing responsibility during his tenure, being named Vice President of
Finance in 2015 and promoted to Senior Vice President, Chief Financial Officer in 2017 and to Executive Vice President and Chief Financial Officer in 2020.
Prior to joining the Company, Mr. Swanson served in a variety of financial planning and analysis, tax, and accounting roles, including senior financial analyst at
Freightliner Corporation and at Tality Corporation, and as a senior tax and business advisory associate at Arthur Andersen.
Craig Zanon joined the Company in 2021 as Senior Vice President, Emerging Brands and was elevated to Executive Vice President, Emerging Brands, EMEA
and Asia Direct in February 2024. Prior to joining the Company, Mr. Zanon spent more than 20 years with NIKE, Inc. and held various leadership roles,
including Vice President and General Manager of Global Basketball, as well as Vice President of U.S. Footwear and General Manager for the Americas.
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Item 1A.
RISK FACTORS
In addition to the other information contained in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating our
business. Our business, financial condition, results of operations, or cash flows may be materially adversely affected by these and other risks. Please note that
additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.
CHANGES IN PRODUCT DEMAND CAN ADVERSELY AFFECT OUR FINANCIAL RESULTS
We are Subject to a Number of Risks Which May Adversely Affect Consumer and/or Wholesale Customer Demand for Our Products and
Lead to a Decline in Sales and/or Earnings.
These risks include, but are not limited to:
•
Volatile Economic Conditions. We are a consumer products company and are highly dependent on consumer discretionary spending. Consumer
discretionary spending behavior is inherently unpredictable. Consumer demand, and related wholesale customer demand, for our products may not
support our sales targets, or may decline, especially during periods of heightened economic uncertainty in our key markets.
•
Highly Competitive Markets. In each of our geographic markets, we face significant competition from global and regional branded apparel, footwear,
accessories, and equipment companies. More recently this competition has extended to emerging brands that may not be viewed as outdoor brands but
are participating in the outdoor apparel and footwear industry. Retailers who are our wholesale customers often pose a significant competitive threat by
designing, marketing and distributing apparel, footwear, accessories, and equipment under their own private labels. We also experience direct
competition in our DTC business from retailers that are our wholesale customers. This is particularly the case in the digital marketplace, where increased
consumer expectations and competitive pressure related to various aspects of our e-commerce business, including speed of product delivery, shipping
charges, return privileges, and other evolving expectations are key factors.
•
Consumer Preferences and Fashion/Product Trends. Changes in consumer preferences, consumer interest in outdoor activities, and fashion/product
trends may have a material adverse effect on our business. We also face risks because our success depends on our and our customers' abilities to
anticipate consumer preferences and our ability to respond to changes of such preferences in a timely manner. Product development and/or production
lead times for many of our products may make it more difficult for us to respond rapidly to new or changing fashion/product trends or consumer
preferences.
•
Brand Images. Our brands have wide recognition, and our success has been due in large part to our ability to maintain, enhance and protect our brand
image and reputation and our consumers' and customers' connection to our brands. Our continued success depends in part on our ability to adapt to a
rapidly changing media environment, including our increasing reliance on social media and online dissemination of advertising campaigns. In addition,
consumer and customer sentiment could be shaped by our sustainability policies and related design, sourcing and operational decisions. Finally, demand
in certain channels may be impacted in the short term as we seek to bring additional consumer segments to our brands by proactively managing the
promotional activity of the brands in the marketplace.
•
Weather Conditions, Including Global Climate Change Trends. Our sales are affected by weather conditions. Our DTC sales are dependent in part on the
weather and our DTC sales growth is likely to be adversely impacted or may even decline in years in which weather conditions do not stimulate demand
for our products. Unseasonably warm weather also impacts future sales to our wholesale customers, who may hold inventory into subsequent seasons in
response to unseasonably warm weather. Our results may be negatively impacted if management is not able to adjust expenses in a timely manner in
response to unfavorable weather conditions and the resulting impact on consumer and customer demand. The magnitude of climate change and whether
resulting weather patterns continue to trend warmer will influence the extent to which consumer and customer demand for our outerwear and cold
weather footwear products will be negatively affected.
•
Shifts in Retail Traffic Patterns. Shifts in consumer purchasing patterns in our key markets may have an adverse effect on our DTC operations and the
financial health of certain of our wholesale customers, some of whom may reduce their brick and mortar store fleet, file for protection under bankruptcy
laws, restructure, or cease operations. These related business impacts have already occurred at certain of our wholesale customers. We face increased
risk of order reduction and cancellation when dealing with financially ailing wholesale customers. We also extend credit to our wholesale customers based
on an assessment of the wholesale customer's financial condition, generally without requiring collateral. We may choose (and have chosen in the past) to
limit our credit risk by reducing our level of business with wholesale customers experiencing financial difficulties and may not be able to replace those
revenues with other customers or through our DTC businesses within a reasonable period or at all.
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•
Innovation. To distinguish our products in the marketplace and achieve commercial success, we rely on product innovations, including new or exclusive
technologies, inventive and appealing design or other differentiating features. If we fail to introduce innovative products that appeal to consumers and
customers, we could suffer reputational damage to our brands and demand for our products could decline.
Our Orders from Wholesale Customers are Subject to Cancellation, Which Could Lead to a Decline in Sales or Gross Profit, Write-downs
of Excess Inventory, Increased Discounts or Extended Credit Terms to Our Wholesale Customers.
We do not have long-term contracts with any of our wholesale customers. We do have contracts with our independent international distributors; although these
contracts may have annual purchase minimums that must be met in order to retain distribution rights, the distributors are not otherwise obligated to purchase
products from us. Sales to our wholesale customers (other than our international distributors) are generally on an order-by-order basis and are subject to rights
of cancellation and rescheduling prior to shipment of orders. We place the majority of our orders for products with our contract manufacturers for our wholesale
customers based on these advance orders. We consider the timing of delivery dates in our wholesale customer orders when we forecast our sales and earnings
for future periods. If any of our major wholesale customers experience a significant downturn in business or fail to remain committed to our products or brands,
or if we are unable to deliver products to our wholesale customers in the agreed upon manner or reach mutually agreeable accommodations, these customers
could postpone, reduce, cancel, or discontinue purchases from us, including after we have begun production on any order, or seek to impose chargebacks.
Our Inability to Accurately Predict Consumer and/or Customer Demand for Our Products Could Lead to a Build-up of Inventory or a Lack
of Inventory and Affect Our Gross Margin.
We place orders for our products with our contract manufacturers in advance of the related selling season and, as a result, are vulnerable to changes in
consumer and/or customer demand for our products. Therefore, we must accurately forecast consumer and/or customer demand for our products well in
advance of the selling season. We are subject to numerous risks relating to consumer and/or customer demand (see “We are Subject to a Number of Risks
Which May Adversely Affect Consumer and/or Customer Demand for our Products and Lead to a Decline in Sales and/or Earnings” and “Our Orders from
Wholesale Customers are Subject to Cancellation, Which Could Lead to a Decline in Sales or Gross Profit, Write-downs of Excess Inventory, Increased
Discounts or Extended Credit Terms to Our Wholesale Customers” for additional information). Our ability to accurately predict consumer and/or customer
demand well in advance of the selling season for our products is impacted by these risks, as well as our reliance on manual processes and judgments that are
subject to human error. These risks are heightened during periods of macroeconomic and geopolitical volatility.
Our failure to accurately forecast consumer and/or customer demand could result in inventory levels in excess of demand, which may cause inventory write-
downs and/or the sale of excess inventory at discounted prices through our outlet stores, temporary clearance locations, or third-party liquidation channels and
could have a material adverse effect on our brand image and gross margin. In addition, we may experience additional costs and margin pressure relating to the
storage and processing of excess inventory, including through our outlet stores.
Conversely, if we underestimate consumer and/or customer demand for our products or if our contract manufacturers or third-party logistics providers are
unable to supply or deliver products when we need them, we may experience inventory shortages, which may prevent us from fulfilling product orders or having
optimal inventory assortments for our DTC channels resulting in lost sales, negatively affect our wholesale customer and consumer relationships, result in
increased costs to expedite production and delivery, or diminish our ability to build brand loyalty.
WE ARE SUBJECT TO VARIOUS RISKS IN OUR SUPPLY CHAIN
Our Reliance on Contract Manufacturers, Including Our Ability to Enter Into Purchase Order Commitments with Them and Maintain
Quality Standards of Our Products and Standards of Manufacturing Processes at Contract Manufacturers, May Result in Lost Sales and
Impact our Gross Margin and Results of Operations.
Our products are manufactured by contract manufacturers worldwide, primarily in the Asia Pacific region. Although we enter into purchase order commitments
with these contract manufacturers each season, we generally do not maintain long-term manufacturing commitments with them, and various factors could
interfere with our ability to source our products. Without long-term commitments, there is no assurance that we will be able to secure adequate or timely
production capacity and our competitors may obtain production capacities that effectively limit or eliminate the availability of our contract manufacturers. If we
are unable to obtain necessary production capacities, we may be unable to meet consumer demand, resulting in lost sales.
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In addition, contract manufacturers may fail to perform as expected. If a contract manufacturer fails to ship orders in a timely manner (as recently occurred), we
could experience supply disruptions that result in missed delivery deadlines, which may cause our customers to cancel their orders, refuse to accept deliveries
or demand a reduction in purchase price or cause us to incur additional freight costs.
Reliance on contract manufacturers also creates quality control risks. Contract manufacturers may need to use sub-contracted manufacturers to fulfill our
orders, which could result in compromised quality of our products. A failure in our quality control program, or a failure of our contract manufacturers or their
subcontractors to meet our quality control standards, may result in diminished product quality, which in turn could result in increased order cancellations, price
concessions, product returns, decreased consumer and customer demand for our products, non-compliance with our product standards or regulatory
requirements, or product recalls or other regulatory actions.
We impose standards of manufacturing practices on our contract manufacturers for the benefit of workers and require compliance with our restricted substances
list and product safety and other applicable laws, including environmental, health and safety and forced labor laws. We also require that our contract
manufacturers impose these practices, standards and laws on their subcontractors. If a contract manufacturer or subcontractor violates labor or other laws or
engages in practices that are not generally accepted as safe or ethical, we may experience production disruptions, lost sales or significant negative publicity that
could result in long-term damage to our reputation. In some circumstances, parties may assert that we are liable for our contract manufacturers' or
subcontractors' labor and operational practices, which could have a material adverse effect on our brand image, results of operations and our financial condition.
Volatility in the Availability of and Prices for Raw Materials We Use in Our Products Could Have a Material Adverse Effect on Our
Revenues, Costs, Gross Margins and Profitability.
Our products are derived from raw materials that are subject to both disruptions to supply availability and price volatility. If there are supply disruptions or price
increases for raw materials we use in our products and we are unable to obtain sufficient raw materials to meet production needs or offset rising costs by
increasing the price of our products or achieving efficiency improvements, we could experience negative impacts to our sales and profitability.
For Certain Materials We Depend on a Limited Number of Suppliers, Which May Cause Increased Costs or Production Delays.
As an innovative company, some of our materials are highly technical and/or proprietary and may be available from only one source or a very limited number of
sources. As a result, from time to time, we may have difficulty satisfying our material requirements. Although we believe that we can identify and qualify
additional contract manufacturers to produce or supply these materials or alternative materials as necessary, there are no guarantees that additional contract
manufacturers will be available. In addition, depending on the timing, any changes in sources or materials may result in increased costs or production delays.
Our Success Depends on Third-Party Logistics Providers and Our and Third-Party Distribution Facilities.
The majority of our products are manufactured outside of our principal sales markets, which requires these products to be consolidated and transported,
sometimes over large geographical distances. A small number of third-party logistics providers currently consolidate, deconsolidate and/or transload almost all
of our products. Any disruption in the operations of these providers or changes to the costs they charge, due to capacity constraints, volatile fuel prices or
otherwise, could materially impact our sales and profitability. A prolonged disruption in the operations of these providers could also require us to seek alternative
distribution arrangements, which may not be available on attractive terms and could lead to delays in distribution of products, either of which could have a
significant and material adverse effect on our business, results of operations and financial condition.
In addition, the ability to move products over larger geographical distances could be negatively affected by ocean, air and trucking cargo capacity constraints or
labor disruptions, or such constraints or disruptions at ports or borders, or geopolitical conflicts (such as is occurring currently in the Red Sea). These
constraints, conflicts and disruptions could hinder our ability to satisfy demand through our wholesale and DTC businesses, and we may miss delivery deadlines,
which may cause our customers to cancel their orders, refuse to accept deliveries or demand a reduction in purchase price. Furthermore, increases in
distribution costs, including but not limited to freight costs, could adversely affect our costs, which we may not be able to offset through price increases or
decreased promotions.
We receive our products from third-party logistics providers at our owned distribution centers in the U.S., Canada and France. The fixed costs associated with
owning, operating and maintaining such distribution centers during a period of economic weakness or declining sales can result in lower operating efficiencies,
financial deleverage and potential impairment in the recorded value of distribution assets.
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We also receive and distribute our products through third-party operated distribution facilities internationally and domestically. We depend on these third-parties
to manage the operation of their distribution facilities as necessary to meet our business needs. If the third-parties fail to manage these responsibilities, our
international and domestic distribution operations could face significant disruptions or we could incur additional expense. Transitions within our distribution
network amongst third-party distribution partners exacerbates this risk.
Our ability to meet consumer and customer expectations, manage inventory, complete sales, and achieve our objectives for operating efficiencies depends on
the proper operation of our existing distribution facilities, as well as the facilities of third-parties, the development or expansion of additional distribution
capabilities and services, and the timely performance of services by third-parties, including those involved in moving products to and from our distribution
facilities and facilities operated by third-parties. The uneven flow of inventory receipts during peak times at our distribution centers may cause us to miss delivery
deadlines, as we work through inventory, which in turn may cause our customers to cancel their orders, refuse to accept deliveries or demand a reduction in
purchase price.
OUR INVESTMENT IN STRATEGIC PRIORITIES EXPOSES US TO CERTAIN RISKS
We May Be Unable to Execute Our Strategic Priorities, Which Could Limit Our Ability to Invest in and Grow Our Business.
Our strategic priorities are to drive brand awareness and sales growth through increased, focused demand creation investments, enhance consumer
experience and digital capabilities in all of our channels and geographies, expand and improve global DTC operations with supporting processes and systems
and invest in our people and optimize our organization across our portfolio of brands.
To implement our strategic priorities, we must continue to, among other things, modify and fund various aspects of our business, effectively prioritize our
initiatives and execute effective change management. These efforts, coupled with a continuous focus on expense discipline, may place strain on internal
resources, and we may have operating difficulties as a result.
Our strategic priorities also generally involve increased expenditures, which could cause our profitability or operating margin to decline if we are unable to offset
our increased spending with increased sales or gross profit or comparable reductions in other operating costs (as is currently occurring). This could result in a
decision to delay, modify, or terminate certain initiatives related to our strategic priorities.
Initiatives to Upgrade Our Business Processes and Information Technology Systems to Optimize Our Operational and Financial
Performance Involve Many Risks Which Could Result in, Among Other Things, Business Interruptions, Higher Costs and Lost Profits.
We regularly implement business process improvement and information technology initiatives intended to optimize our operational and financial performance.
Transitioning to these new or upgraded processes and systems requires significant capital investments and personnel resources. Implementation is also highly
dependent on the coordination of numerous employees, contractors and software and system providers. The interdependence of these processes and systems
is a significant risk to the successful completion and continued refinement of these initiatives, and the failure of any aspect could have a material adverse effect
on the functionality of our overall business. We may also experience difficulties in implementing or operating our new or upgraded business processes or
information technology systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed
implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed
shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits.
We May Not Realize Returns on Our Fixed Cost Investments in Our DTC Business Operations.
We continue to make investments in our digital capabilities and our DTC operations, including new stores. (See “Initiatives to Upgrade Our Business Processes
and Information Technology Systems to Optimize Our Operational and Financial Performance Involve Many Risks Which Could Result in, Among Other Things,
Business Interruptions, Higher Costs and Lost Profits”.) Since many of the costs of our DTC operations are fixed, we may be unable to reduce expenses in order
to avoid losses or negative cash flows if we have insufficient sales. We may not be able to exit DTC brick and mortar locations and related leases at all or
without significant cost or loss, renegotiate the terms thereof, or effectively manage the profitability of our existing brick and mortar stores. In addition, obtaining
real estate and effectively renewing real estate leases for our DTC brick and mortar operations is subject to the real estate market and we may not be able to
secure adequate new locations or successfully renew leases for existing locations.
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WE ARE SUBJECT TO CERTAIN INFORMATION TECHNOLOGY RISKS
We Rely on Information Technology Systems, including Third-Party Cloud-based Solutions, and Any Failure of These Systems or
Interruption in Services Provided by the Systems May Result in Disruptions or Outages in Our E-Commerce and In-Store Retail Platforms,
Loss of Processing Capabilities, and/or Loss of Data, Any of Which May Have a Material Adverse Effect on Our Financial Condition,
Results of Operations or Cash Flow.
Our reputation and ability to attract, retain and serve consumers and customers is dependent upon the reliable performance of our underlying technology
infrastructure and external service providers, including third-party cloud-based solutions. The services these systems provide are vulnerable to interruption, in
particular during a period of transition of systems, and we have experienced interruptions in the past.
We rely on cloud-based solutions furnished by third-parties primarily to allocate resources, pay vendors, collect from customers, manage loyalty programs,
process transactions, develop demand and supply plans, manage product design, production, transportation, and distribution, forecast and report operating
results, meet regulatory requirements and administer employee payroll and benefits, among other functions. In addition, our DTC operations, both in-store and
online, rely on cloud-based solutions to process transactions. We have also designed a significant portion of our software and computer systems to utilize data
processing and storage capabilities from third-party cloud solution providers. Our existing cloud-based solution providers have broad discretion to change and
interpret their terms of service and other policies with respect to our use of their systems, and they may take actions beyond our control that could harm our
business. We also may not be able to control the quality of the systems and services we receive from our third-party cloud-based solution providers. Some
transitions of the cloud-based solutions currently provided to different cloud providers would be difficult to implement and may cause us to incur significant time
and expense, or an interruption in services.
Both our on-premises and cloud-based infrastructure may be susceptible to outages due to any number of reasons, including human error, fire, floods, power
loss, telecommunications failures, terrorist attacks and similar events. Despite the implementation of security measures that we believe to be reasonable, both
our on-premises and our cloud-based infrastructure may also be vulnerable to hacking, computer viruses, the installation of malware and similar disruptions
either by third-parties or employees, which may result in outages. We do not have redundancy for all of our systems and our disaster recovery planning may not
account for all eventualities.
If we or our existing third-party cloud-based solution providers experience interruptions in service regularly or for a prolonged basis, or other similar issues, our
business could be seriously harmed and, in some instances, our consumers and customers may not be able to purchase our products, which could significantly
and negatively affect our sales. While we maintain cyber liability insurance policies for coverage in the event of a cybersecurity incident, we cannot be certain
that our existing coverage will continue to be available on acceptable terms or will be available, and in sufficient amount, to cover the potentially significant
losses that could result from a cybersecurity incident or that the insurer will not deny coverage as to any future claims.
If we and/or our cloud-based solution providers are not successful in preventing or effectively responding to outages or cyberattacks, our financial condition,
results of operations and cash flow could be materially and adversely affected.
A Security Breach of Our or Our Third-Parties' Systems, Exposure of Personal or Confidential Information or Increased Government
Regulation Relating to Handling of Personal Data, Could, Among Other Things, Disrupt Our Operations or Cause Us to Incur Substantial
Costs or Negatively Affect Our Reputation.
We and many of our third-party vendors manage and maintain various types of proprietary information and sensitive and confidential data relating to our
business, such as personally identifiable information of our consumers, our customers, our employees, and our business partners, as well as payment
information in certain instances. Unauthorized parties may attempt to gain access to these systems or information through fraud or other means of deceiving our
employees or third-party service providers. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly
changing and evolving, and may be difficult to anticipate or detect for long periods of time. The ever-evolving threats mean we and our third-parties must
continually evaluate and adapt our systems and processes, and there is no guarantee that these efforts will be adequate to safeguard against all data security
breaches or misuses of data. Any breaches of our or our third-parties’ systems could expose us, our customers, our consumers, our suppliers, our employees, or
other individuals to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our reputation, or otherwise harm our
business.
In addition, as the regulatory environment related to information security, data collection and use and privacy becomes increasingly rigorous, with new and
constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs or liabilities. Non-U.S.
data privacy and data security laws and regulations, various U.S. federal and state laws and other information
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privacy and security standards may be and are applicable to us. Violations of these requirements could result in significant penalties, investigations or litigation.
Significant legislative, judicial or regulatory changes have been and could be issued in the future. As new requirements are issued, new processes must be
implemented to ensure compliance. In addition, previously implemented processes must be continually refined. This work is accomplished through significant
efforts by our employees. The diverted attention of these employees may impact our operations and there may be additional costs incurred by us for third-party
resources to advise on the constantly changing landscape. Limitations on the use of data may also impact our future business strategies. Additionally, our DTC
business depends on customers' willingness to entrust us with their personal information. Events that adversely affect that trust could adversely affect our brand
and reputation.
We Depend on Certain Legacy Information Technology Systems, Which May Inhibit Our Ability to Operate Efficiently.
Our legacy product development, retail and other systems, on which we continue to manage a portion of our business activities, depend on the availability of
limited internal and external resources with the expertise to maintain the systems. In addition, our legacy systems, including aged systems in our Japanese and
Korean businesses and systems associated with our retail order management process, may not support desired functionality for our operations and may inhibit
our ability to operate efficiently and cost effectively. The continued use of these legacy systems also increases the risk of service disruption and can complicate
recovery effort when issues arise. Moreover, our continued transition from these legacy systems to new ones is complex and requires significant change
management, including extensive coordination and integration with third-parties and their systems. Consequently, these transitions could result in the
interruption of our operations.
WE ARE SUBJECT TO LEGAL AND REGULATORY RISKS
Our Success Depends on the Protection of Our Intellectual Property Rights.
Our registered and common law trademarks, our patented or patent-pending designs and technologies, trade dress and the overall appearance and image of our
products have significant value and are important to our ability to differentiate our products from those of our competitors.
As we strive to achieve product innovations, extend our brands into new product categories and expand the geographic scope of our marketing, we face a
greater risk of inadvertent infringements of third-party rights or compliance issues with regulations applicable to products with technical features or components.
We may become subject to litigation based on allegations of infringement or other improper use of intellectual property rights of third-parties. In addition, failure
to successfully obtain and maintain patents on innovations could negatively affect our ability to market and sell our products.
We regularly discover products that are counterfeit reproductions of our products or that otherwise infringe on our proprietary rights. Increased instances of
counterfeit manufactured products and sales may adversely affect our sales and the reputation of our brands and result in a shift of consumer preference away
from our products. The actions we take to establish and protect trademarks and other proprietary rights may not be adequate to prevent imitation of our products
by others or to prevent others from seeking to block sales of our products as violations of proprietary rights. In markets outside of the U.S., it may be more
difficult for us to establish our proprietary rights and to successfully challenge use of those rights by other parties.
Litigation is often necessary to defend against claims of infringement or to enforce and protect our intellectual property rights. Intellectual property litigation may
be costly and may divert management's attention from the operation of our business. Adverse determinations in any litigation may result in the loss of our
proprietary rights, subject us to significant liabilities or require us to seek licenses from third-parties, which may not be available on commercially reasonable
terms, if at all.
Certain of Our Products Are Subject to Product Regulations and/or Carry Warranties, Which May Cause an Increase to Our Expenses in
the Event of Non-Compliance and/or Warranty Claims.
Our products are subject to increasingly stringent and complex domestic and foreign product labeling, performance, environmental and safety standards, laws
and other regulations, including those pertaining to perfluoroalkyl and polyfluoroalkyl substances and other environmental impacts. These requirements could
result in greater expense associated with compliance efforts, and failure to comply with these regulations could result in a delay, non-delivery, recall, or
destruction of inventory shipments during key seasons, a loss of advance orders from wholesale customers or in other financial penalties. Significant or
continuing noncompliance with these standards and laws could disrupt our business and harm our reputation.
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Our products are generally used in outdoor activities, sometimes in severe conditions. Product recalls or product liability claims resulting from the failure, or
alleged failure, of our products could have a material adverse effect on the reputation of our brands and result in additional expenses. Most of our products carry
limited warranties for defects in quality and workmanship. We maintain a warranty reserve for estimated future warranty claims, but the actual costs of servicing
future warranty claims may exceed the reserve.
We May Have Additional Tax Liabilities or Experience Increased Volatility in Our Effective Tax Rate.
As a global company, we determine our income tax liability in various tax jurisdictions and our effective tax rate based on an analysis and interpretation of local
tax laws and regulations and our financial projections. This analysis requires a significant amount of judgment and estimation and is often based on various
assumptions about the future, which, in times of economic disruptions, are highly uncertain. These determinations are the subject of periodic domestic and
foreign tax audits. Although we accrue for uncertain tax positions, our accruals may be insufficient to satisfy unfavorable findings. Unfavorable audit findings and
tax rulings may result in payment of taxes, fines and penalties for prior periods and higher tax rates in future periods.
Other changes in the tax laws of the jurisdictions where we do business, including an increase in tax rates or an adverse change in the treatment of an item of
income or expense, could result in a material increase in our tax expense. For example, changes in the tax laws of foreign jurisdictions could arise as a result of
the Base Erosion and Profit Shifting project undertaken by the Organization for Economic Co-operation and Development ("OECD"). The OECD, which
represents a coalition of member countries, has recommended changes to numerous long-standing tax principles. The OECD Pillar 2 global minimum tax rules,
which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. On February 2, 2023, the OECD issued
administrative guidance providing transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax. Under a transitional safe harbor
released July 17, 2023, the undertaxed profits rule top-up tax in the jurisdiction of a company's ultimate parent entity will be zero for each fiscal year of the
transition period if that jurisdiction has a corporate tax rate of at least 20%. The safe harbor transition period will apply to fiscal years beginning on or before
December 31, 2025 and ending before December 31, 2026. We are closely monitoring developments and evaluating the impact these new rules are anticipated
to have on our tax rate, including eligibility to qualify for these safe harbor rules. As these changes are adopted by countries, tax uncertainty could increase and
may adversely affect our provision for income taxes.
Due to the nature of the findings in the Korea 2009 through 2014 income tax audits, the Company has invoked the Mutual Agreement Procedures outlined in the
U.S.-Korean income tax treaty. The Company does not anticipate that adjustments relative to these findings will result in material changes to its financial
condition, results of operations or cash flows.
Changes to the U.S. tax laws as a result of the recent U.S. presidential administration change may impact our U.S. corporate tax rate. Although we cannot
predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law, could have an adverse impact on our
effective tax rate, income tax expense and cash flows.
WE OPERATE GLOBALLY AND ARE SUBJECT TO SIGNIFICANT RISKS IN MANY JURISDICTIONS
Global Regulation and Economic and Political Conditions, as well as Potential Changes in Regulations, Legislation and Government
Policy, May Negatively Affect Our Business.
We are subject to risks generally associated with doing business internationally. These risks include, but are not limited to, the burden of complying with, and
unexpected changes to, foreign and domestic laws and regulations, such as anti-corruption and forced labor regulations and sanctions regimes, sustainability
regulations, the effects of fiscal and political crises and political and economic disputes, changes in diverse consumer preferences, foreign currency exchange
rate fluctuations, managing a diverse and widespread workforce, political unrest, terrorist acts, military operations, disruptions or delays in shipments, disease
outbreaks, natural disasters, and changes in economic conditions in countries in which we contract to manufacture, source raw materials or sell products. Our
ability to sell products in certain markets, demand for our products in certain markets, our ability to collect accounts receivable, our contract manufacturers'
ability to procure raw materials or manufacture products, distribution and logistics providers' ability to operate, our ability to operate brick and mortar stores, our
workforce, and our cost of doing business (including the cost of freight and logistics) may be impacted by these events should they occur and laws and
regulations that are enacted in response to such events. Our exposure to these risks is heightened in Vietnam, where a significant portion of our contract
manufacturing is located, as well as in China, where a large portion of the raw materials used in our products is sourced by our contract manufacturers. Should
certain of these events occur in Vietnam or China, they could cause a substantial disruption to our business and have a material adverse effect on our financial
condition, results of operations or cash flows. In addition, goods suspected of being manufactured with forced labor could be blocked from importation into the
U.S. or other countries, which could materially impact sales.
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In addition, many of our imported products are subject to duties, tariffs or import limitations that affect the cost and quantity of various types of goods imported
into the U.S. and other markets. Proposals to implement new tariffs or other trade restrictions in the U.S. could impact the products we import into the U.S. and
also result in retaliatory measures in international markets where we sell our products. Punitive measures have been threatened against certain countries that
run trade surpluses with the U.S., such as Vietnam, Indonesia and India. We expect Vietnam, Indonesia and India to represent approximately 44 percent, 11
percent, and 10 percent, respectively, of the value of our imports to the U.S. in 2025.
Although we cannot predict whether and in what form such measures will be adopted or implemented, these proposals for tariffs or other trade restrictions could
have an adverse impact on our cost of sales, gross margin and cash flows; disrupt the U.S. marketplace; and cause an increase in our product prices, to the
extent possible, and potential adverse impacts to resulting net sales in the U.S. Changes in tariffs may also cause a change to our sourcing strategy, which we
may or may not be able to implement based on timing and availability.
In connection with the United Kingdom's exit from the European Union (commonly referred to as "Brexit"), on December 24, 2020, the European Union ("E.U.")
and the United Kingdom ("U.K.") reached an agreement, the E.U.-U.K. Trade and Cooperation Agreement, to govern aspects of the relationship of the E.U. and
U.K. following Brexit. As a result of no longer having "free circulation" between the U.K. and the E.U., we have incurred and will continue to incur additional
duties. We are investigating alternatives to mitigate these additional costs in the future.
Fluctuations in Inflation and Currency Exchange Rates Could Result in Lower Revenues, Higher Costs and/or Decreased Margins and
Earnings.
We derive a significant portion of our sales from markets outside the U.S., which consist of sales to wholesale customers and directly to consumers by our
entities in Europe, Asia, and Canada and sales to independent international distributors who operate within EMEA and LAAP. The majority of our purchases of
finished goods inventory from contract manufacturers are denominated in U.S. dollars, including purchases by our foreign entities. These purchase and sale
transactions expose us to the volatility of global economic conditions, including fluctuations in inflation and foreign currency exchange rates. Our international
revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses could be and have been
affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into U.S. dollars for consolidated financial reporting, as
weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of the Company’s foreign currency-denominated sales and
earnings.
Our exposure is increased with respect to our wholesale customers, where, in order to facilitate solicitation of advance orders for the spring and fall seasons, we
establish local-currency-denominated wholesale and retail price lists in each of our foreign entities approximately six to nine months prior to U.S. dollar-
denominated seasonal inventory purchases. As a result, our consolidated results are directly exposed to transactional foreign currency exchange risk and have
been and could be further impacted by the U.S. dollar strengthening during the six to nine months between when we establish seasonal local-currency prices
and when we purchase inventory. In addition to the direct currency exchange rate exposures described above, our wholesale business is indirectly exposed to
currency exchange rate risks. Weakening of a wholesale customer’s functional currency relative to the U.S. dollar makes it more expensive for it to purchase
finished goods inventory from us, which may cause a wholesale customer to cancel orders or increase prices for our products, which may make our products
less price-competitive in those markets. In addition, in order to make purchases and pay us on a timely basis, our international distributors must exchange
sufficient quantities of their functional currency for U.S. dollars through the financial markets and may be limited in the amount of U.S. dollars they are able to
obtain.
We employ several strategies in an effort to mitigate this transactional currency risk, but these strategies may not and, in the current environment, have not fully
mitigated the negative effects of adverse foreign currency exchange rate fluctuations on the cost of our finished goods in a given period and there is no
assurance that price increases will be accepted by our wholesale customers, international distributors or consumers. Our gross margins are adversely affected
whenever we are not able to offset the full extent of finished goods cost increases caused by adverse fluctuations in foreign currency exchange rates.
Currency exchange rate fluctuations may also create indirect risk to our business by disrupting the business of independent finished goods manufacturers from
which we purchase our products. When their functional currencies weaken in relation to other currencies, the raw materials they purchase on global
commodities markets become more expensive and more difficult to finance. Although each manufacturer bears the full risk of fluctuations in the value of its
currency against other currencies, our business can be and has been indirectly affected when adverse fluctuations cause a manufacturer to raise the prices of
goods it produces for us, disrupt the manufacturer's ability to purchase the necessary raw materials on a timely basis, or disrupt the manufacturer's ability to
function as an ongoing business.
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WE ARE SUBJECT TO NUMEROUS OPERATIONAL RISKS
Our Ability to Manage Fixed Costs Across a Business That is Affected by Seasonality May Impact Our Profits.
Our business is affected by the general seasonal trends common to the outdoor industry. Our products are marketed on a seasonal basis and our annual net
sales are weighted heavily toward the fall/winter season, while our operating expenses are more equally distributed throughout the year. As a result, often a
majority of our operating profits are generated in the second half of the year. If we are unable to manage our fixed costs in the seasons where we experience
lower net sales, our profits may be adversely impacted.
Labor Matters, Changes in Labor Laws and Our Ability to Meet Our Labor Needs May Reduce Our Revenues and Earnings.
Our business depends on our ability to source and distribute products in a timely manner. While a majority of our own operations are not subject to organized
labor agreements, certain of our operations in Europe include a formal representation of employees by a Works Council and the application of a collective
bargaining agreement. Matters that may affect our workforce at contract manufacturers where our goods are produced, shipping ports, transportation carriers,
retail stores, or distribution centers create risks for our business, particularly if these matters result in work shut-downs (with little to no notice), slowdowns,
lockouts, strikes, or other disruptions. The foregoing includes potential impacts to our business as a result of the International Longshore and Warehouse Union
and Teamsters negotiations. Labor matters may have a material adverse effect on our business, potentially resulting in canceled orders by customers, inability
to fulfill potential e-commerce demand, unanticipated inventory accumulation and reduced net sales and net income.
In addition, our ability to meet our labor needs at our distribution centers, retail stores, corporate headquarters, and regional subsidiaries, including our ability to
find qualified employees while controlling wage and related labor costs, is generally subject to numerous external factors, including the availability of a sufficient
number of qualified people in the work force of the markets in which our operations are located, unemployment levels within those markets, absenteeism,
prevailing wage rates, changing demographics, parental responsibilities, health and other insurance costs, and adoption of new or revised employment and
labor laws and regulations. Our ability to source, distribute and sell products in a timely and cost-effective manner may be negatively affected to the extent we
experience these factors. Our ability to comply with labor laws, including our ability to adapt to rapidly changing labor laws, as well as provide a safe working
environment may increase our risk of litigation and cause us to incur additional costs.
We May Incur Additional Expenses, Be Unable to Obtain Financing, or Be Unable to Meet Financial Covenants of Our Financing
Agreements as a Result of Downturns in the Global Markets.
Our vendors, wholesale customers, licensees and other participants in our supply chain may require access to credit markets in order to do business. Credit
market conditions may slow our collection efforts as our wholesale customers find it more difficult to obtain necessary financing, leading to higher than normal
accounts receivable. This could result in greater expense associated with collection efforts and increased bad debt expense. Credit conditions and/or supply
chain disruptions may impair our vendors' ability to finance the purchase of raw materials or general working capital needs to support our production
requirements, resulting in a delay or non-receipt of inventory shipments during key seasons.
Historically, we have limited our reliance on debt to finance our working capital, capital expenditures and investing activity requirements. We expect to fund our
future capital expenditures with existing cash, expected operating cash flows and credit facilities, but, if the need arises to finance additional expenditures, we
may need to seek additional funding. Our ability to obtain additional financing will depend on many factors, including prevailing market conditions, our financial
condition and our ability to negotiate favorable terms and conditions. Financing may not be available on terms that are acceptable or favorable to us, if at all.
Our credit agreements have various financial and other covenants. If an event of default were to occur, the lenders could, among other things, declare
outstanding amounts due and payable. If we were to borrow under our credit agreements, we would be subject to market interest rates and may incur additional
interest expense when borrowing in a high interest rate environment.
Acquisitions Are Subject to Many Risks.
From time to time, we may pursue growth through strategic acquisitions of assets or companies. Acquisitions are subject to many risks, including potential loss
of significant customers or key personnel of the acquired business as a result of the change in ownership, difficulty integrating the operations of the acquired
business or achieving targeted efficiencies, the incurrence of substantial costs and expenses related to the acquisition effort, and diversion of management's
attention from other aspects of our business operations.
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Acquisitions may also cause us to incur debt or result in dilutive issuances of our equity securities. Our acquisitions may cause large one-time expenses or
create goodwill or other intangible assets that could result in significant impairment charges in the future (as has recently occurred with the prAna brand). We
also make various estimates and assumptions in order to determine purchase price allocation and estimate the fair value of assets acquired and liabilities
assumed. If our estimates or assumptions used to value these assets and liabilities vary from actual or future projected results, we may be exposed to losses,
including impairment losses, that could be material.
We do not provide any assurance that we will be able to successfully integrate the operations of any acquired businesses into our operations or achieve the
expected benefits of any acquisitions. The failure to successfully integrate newly acquired businesses or achieve the expected benefits of strategic acquisitions
in the future could have an adverse effect on our financial condition, results of operations or cash flows. We may not complete a potential acquisition for a
variety of reasons, but we may nonetheless incur material costs in the preliminary stages of evaluating and pursuing such an acquisition that we cannot recover.
Extreme Weather Conditions, Climate Change, and Natural Disasters Could Negatively Impact Our Operating Results and Financial
Condition.
Extreme weather conditions in the areas in which our retail stores, suppliers, consumers, customers, distribution centers, headquarters and vendors are located
could adversely affect our operating results and financial condition. Moreover, climate change and natural disasters such as wildfires, earthquakes, hurricanes
and tsunamis, whether occurring in the U.S. or abroad, and their related consequences and effects, including energy shortages and public health issues, could
disrupt our operations, the operations of our vendors and other suppliers or result in economic instability and changes in consumer preferences and spending
that may negatively impact our operating results and financial condition.
An Outbreak of Disease or Similar Public Health Threat, Such as a Pandemic, Could Have an Adverse Impact on Our Business, Operating
Results and Financial Condition.
An outbreak of disease or similar public health threat, such a pandemic, could have an adverse impact on our business, financial condition and operating
results, including in the form of lowered net sales and the delay of inventory production and fulfillment in impacted regions.
Our Investment Securities May Be Adversely Affected by Market Conditions.
Our investment portfolio is subject to a number of risks and uncertainties. Changes in market conditions, such as those that accompany an economic downturn
or economic uncertainty, may negatively affect the value and liquidity of our investment portfolio, perhaps significantly. Our ability to find diversified investments
that are both safe and liquid and that provide a reasonable return may be impaired, potentially resulting in lower interest income, less diversification, longer
investment maturities, or other-than-temporary impairments.
We Depend on Certain Key Personnel.
Our future success will depend in part on our ability to attract, retain and develop certain key talent and to effectively manage succession. We face intense
competition for these individuals worldwide, and there is a significant concentration of well-funded apparel and footwear competitors near our headquarters in
Portland, Oregon. We may not be able to attract qualified new employees or retain existing employees, which may have a material adverse effect on our
financial condition, results of operations or cash flows.
We License our Proprietary Rights to Third-Parties and Could Suffer Reputational Damage to Our Brands if We Fail to Choose Appropriate
Licensees.
We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks or copyrighted material, to third-parties. We rely on
our licensees to help preserve the value of our brands. Although we attempt to protect our brands through approval rights, we cannot completely control the use
of our licensed brands by our licensees. The misuse of a brand by or negative publicity involving a licensee could have a material adverse effect on that brand
and on us.
In addition, from time to time we license the right to operate retail stores for our brands to third-parties, primarily to our independent international distributors. We
provide training to support these stores and set operational standards. However, these third-parties may not operate the stores in a manner consistent with our
standards, which could cause reputational damage to our brands or harm these third-parties' sales.
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RISKS RELATED TO OUR SECURITIES
Our Common Stock Price May Be Volatile.
Our common stock is traded on the NASDAQ Global Select Market. Factors such as general market conditions, actions by institutional investors to rapidly
accumulate or divest of a substantial number of our shares, fluctuations in financial results, variances from financial market expectations, changes in earnings
estimates or recommendations by analysts, or announcements by us or our competitors may cause the market price of our common stock to fluctuate, perhaps
substantially.
Certain Shareholders Have Substantial Control Over Us and Are Able to Influence Corporate Matters.
As of December 31, 2024, three related shareholders, Timothy P. Boyle, Joseph P. Boyle, and Molly E. Boyle, controlled just over 50% of our common stock
outstanding. As a result, if acting together, Timothy P. Boyle, Joseph P. Boyle, and Molly E. Boyle are able to exercise significant influence over all matters
requiring shareholder approval. These holdings could be significantly diminished (and with them the related effective control percentage) to satisfy any
applicable estate or unrealized gains tax obligations of the holders.
The Sale or Proposed Sale of a Substantial Number of Shares of Our Common Stock Could Cause the Market Price of Our Common Stock
to Decline.
Shares held by Timothy P. Boyle, Joseph P. Boyle, and Molly E. Boyle, are available for resale, subject to the requirements of, and the rules under, the
Securities Act of 1933 and the Securities Exchange Act of 1934. The sale or the prospect of the sale of a substantial number of these shares may have an
adverse effect on the market price of our common stock.
We also may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investment, or
otherwise. Any such issuance could result in substantial dilution to our existing shareholders and cause the market price of our common stock to decline.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.
CYBERSECURITY
Our management team is responsible for identifying, assessing and managing the material risks facing Columbia, supported by an enterprise risk management
program. This program includes an annual enterprise risk assessment, during which interviews are conducted with independent directors and members of
senior management seeking participants' judgement and assessment of the material risks facing Columbia. The enterprise risk management program then
monitors the risks identified and mitigation efforts underway through periodic meetings with senior management.
Our enterprise risk management program addresses risks facing Columbia from cybersecurity threats impacting our internal systems and/or systems supported
by third-party software providers.
On January 6, 2025, Skip Potter, Executive Vice President, Chief Digital Information Officer, departed the Company. Jim Swanson, Executive Vice President
and Chief Financial Officer, is overseeing the digital technology department at the Company in an interim capacity. Our Chief Information Security Officer
("CISO") reports to Mr. Swanson and is responsible for identifying, assessing and managing risks facing the Company from cybersecurity threats impacting our
internal systems and/or systems supported by third-party providers. Our CISO has served in various information technology and information security roles for
over 20 years, including management of information security programs in the Department of Defense, private and public companies, and holds multiple industry
certifications in information security. We leverage certain third-party providers and our internal Incident Response Team to alert us when a cybersecurity event
occurs. Cybersecurity events may include unauthorized access, attacks on our resources, compromised accounts, malware, or ransomware. Upon alert of an
event, we estimate the level of severity, create a response plan, and communicate to management as needed. Based on the estimated level of severity, timing
of incident communication to management may range from immediate to quarterly. Our risk assessment process related to cybersecurity threats is subject to
change in the future as threats may evolve over time.
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Our Information Security committee oversees this cybersecurity program and consists of senior management, including Mr. Swanson and our Chief
Administrative Officer and General Counsel. At least quarterly, this committee reviews updates regarding cybersecurity threats and incidents that have
occurred. Periodically, this committee approves cybersecurity strategy and initiatives proposed by our CISO.
Our Board of Directors ("Board") generally oversees Columbia's risk management practices and processes. Annually, the Board reviews the results of the
annual enterprise risk management program, including updates from our CISO related to cybersecurity matters. The Audit Committee also receives an update
on the enterprise risk management program annually. The Board has delegated primary oversight of the management of cybersecurity risk to the Audit
Committee. The Audit Committee annually reviews the strategies, investments and risks related to Columbia's information technology systems, including a
review of Columbia's cybersecurity programs, and also receives quarterly updates from our CISO. The Board is informed of cybersecurity events to the extent
they may materially impact Columbia or management otherwise believes they should be escalated to the Board.
See Item 1A of this Annual Report on Form 10-K for more information of risks relating to cybersecurity, including the risk factors "We Rely on Information
Technology Systems, including Third-Party Cloud-based Solutions, and Any Failure of These Systems or Interruption in Services Provided by the Systems May
Result in Disruptions or Outages in Our E-Commerce and In-Store Retail Platforms, Loss of Processing Capabilities, and/or Loss of Data, Any of Which May
Have a Material Adverse Effect on Our Financial Condition, Results of Operations or Cash Flow" and "A Security Breach of Our or Our Third-Parties' Systems,
Exposure of Personal or Confidential Information or Increased Government Regulation Relating to Handling of Personal Data, Could, Among Other Things,
Disrupt Our Operations or Cause Us to Incur Substantial Costs or Negatively Affect Our Reputation".
ITEM 2.
PROPERTIES
The following is a summary of principal properties owned or leased by us.
Location
Use
Ownership
Portland, Oregon
Corporate Headquarters 
Owned
Carlsbad, California
prAna Headquarters
Leased
Richmond, California
Mountain Hardwear Headquarters
Leased
Portland, Oregon
U.S. Distribution Center
Owned
Robards, Kentucky
U.S. Distribution Center
Owned
London, Ontario
Canadian Operations and Distribution Center
Owned
Geneva, Switzerland
Europe Headquarters
Leased
Strasbourg, France
Europe Administrative Operations
Owned
Cambrai, France
Europe Distribution Center
Owned
Shanghai, China
China Headquarters
Leased
Tokyo, Japan
Japan Headquarters
Leased
Seoul, Korea
Korea Headquarters
Leased
 Corporate Headquarters is an approximate 30-acre site, which includes the Columbia and SOREL brands' headquarters and centrally-managed departmental functions, including information
technology, certain supply chain functions, finance, human resources and legal.
In addition, as of December 31, 2024, we sold our products in over 550 retail stores, including 28 temporary clearance locations. The vast majority of our retail
stores are leased under a variety of arrangements, including long-term, short-term, and variable-payment leases. Our temporary clearance locations are leased
on a short-term basis. We also have several leases globally for showrooms, office space, warehouse facilities, storage space, vehicles, and equipment, among
other things. We believe that the Company's principal properties are in good condition and are suitable and adequate to support our business requirements.
Refer to Note 8 in Part II, Item 8 of this Annual Report on Form 10-K for further lease-related disclosures.
(1)
(1)
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ITEM 3.
LEGAL PROCEEDINGS
We are involved in litigation and various legal matters arising in the normal course of business, including matters related to employment, retail, intellectual
property, contractual agreements, and various regulatory compliance activities. We have considered facts related to legal and regulatory matters and opinions of
counsel handling these matters and do not believe the ultimate resolution of these proceedings will have a material adverse effect on our financial condition,
results of operations or cash flows.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
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PART II
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
Our common stock is traded on the NASDAQ Global Select Market under the symbol "COLM".
HOLDERS
As of February 14, 2025, we had 240 shareholders of record, although we have a much larger number of beneficial owners, whose shares of record are held by
banks, brokers and other financial institutions.
DIVIDENDS
Our current dividend policy is dependent on our earnings, capital requirements, financial condition, restrictions imposed by our credit agreements, and other
factors considered relevant by our Board of Directors. Quarterly dividends on our common stock, when declared by our Board of Directors, are paid in March,
May, August, and November.
Our Board of Directors approved a regular quarterly cash dividend of $0.30 per share, payable on March 21, 2025 to shareholders of record on March 10, 2025.
PERFORMANCE GRAPH
The line graph below compares the cumulative total shareholder return of our common stock with the cumulative total return of the Russell 1000 Index and
Russell 1000 Clothing and Accessories Index for the period beginning December 31, 2019 and ending December 31, 2024.
The graph and table below assume that $100 was invested on December 31, 2019, and that any dividends were reinvested. Historical stock price performance
should not be relied on as indicative of future stock price performance.
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Total Return Analysis
Year Ended December 31,
2019
2020
2021
2022
2023
2024
Columbia Sportswear Company
$
100.00 $
87.53 $
98.58 $
89.93 $
82.92 $
88.78 
Russell 1000 Index
$
100.00 $
120.96 $
152.96 $
123.71 $
156.53 $
194.89 
Russell 1000 Clothing and Accessories Index
$
100.00 $
107.95 $
119.66 $
83.51 $
107.14 $
99.47 
PURCHASES OF EQUITY SECURITIES BY THE ISSUER
Since the inception of our share repurchase program in 2004 through December 31, 2024, our Board of Directors has authorized the repurchase of $ 2.6 billion
of our common stock, excluding excise tax. Shares of our common stock may be purchased in the open market or through privately negotiated transactions,
subject to market conditions, and generally settle subsequent to the trade date. The repurchase program does not obligate us to acquire any specific number of
shares or to acquire shares over any specified period of time. Under this program as of December 31, 2024, we had repurchased 38.0 million shares at an
aggregate purchase price of $1,972.4 million, and had $627.6 million remaining available under the share repurchase program, excluding excise tax.
The following is a summary of our common stock repurchases, excluding excise tax, during the quarter ended December 31, 2024:
Period
Total Number of Shares
Purchased
Average Price Paid
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the Plans
or Programs 
(in millions)
October 1, 2024 through October 31, 2024
67,770 $
79.77 
67,770 $
709.1 
November 1, 2024 through November 30, 2024
977,800 
$
83.34 
977,800 
$
627.6 
December 1, 2024 through December 31, 2024
— 
$
— 
— 
$
627.6 
Total
1,045,570 $
83.10 
1,045,570 $
627.6 
ITEM 6.
[Reserved]
Not applicable.
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ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Special Note Regarding Forward-
Looking Statements", Item 1, Item 1A, and Item 8 of this Annual Report on Form 10-K. In addition, refer to Item 7 in our Annual Report on Form 10-K for the
year ended December 31, 2023 for our discussion and analysis comparing financial condition and results of operations from 2023 to 2022.
OVERVIEW
As a global leader in designing, developing, marketing, and distributing outdoor, active and lifestyle products, our mission is to connect active people with their
passions. We provide our products through our four brands: Columbia, SOREL, Mountain Hardwear, and prAna; and two major product categories: apparel,
accessories and equipment products and footwear products. Apparel, accessories and equipment products are provided by our Columbia, Mountain Hardwear
and prAna brands. Footwear products are provided by our Columbia and SOREL brands. We sell our products in more than 110 countries and operate in four
geographic segments: U.S., LAAP, EMEA, and Canada.
ACCELERATE Growth Strategy
As part of our strategic priorities, in October 2024, we announced the Columbia brand ("Brand") ACCELERATE Growth Strategy. At its core, the ACCELERATE
Growth Strategy is intended to elevate the Brand to target a younger and more active consumer. It is a multi-year initiative centered around several consumer-
centric shifts to the Brand, product and marketplace strategies, as well as enhanced ways of working. We believe successful execution of the ACCELERATE
Growth Strategy can elevate the Brand and drive profitable growth. Through the ACCELERATE Growth Strategy, we will focus on achieving the following
objectives:
•
steward existing consumer segments while focusing on bringing new younger and active consumers into the Brand;
•
elevate consumers' perception of the Brand;
•
create product based on a consumer-centric product construct;
•
enhance the positioning of the Brand in the U.S. marketplace; and
•
deliver integrated full-funnel marketing.
In addition, we are committed to investing in our strategic priorities with a renewed emphasis to:
•
accelerate profitable growth;
•
create iconic products that are differentiated, functional and innovative;
•
drive brand engagement through increased, focused demand creation investments;
•
enhance consumer experiences by investing in capabilities to delight and retain consumers;
•
amplify marketplace excellence, with digitally-led, omni-channel, global distribution; and
•
empower talent that is driven by our core values through a diverse and inclusive workplace.
Ultimately, we expect our investments to enable market share capture across our brand portfolio, expand gross margin, improve selling, general and
administrative expense efficiency, and drive improved operating margin over the long-term.
Profit Improvement Program
Concurrent with the ACCELERATE Growth Strategy, we continue to make progress on our multi-year Profit Improvement Program to accelerate profitable
growth and improve the efficiency of our operations. In 2024, we focused on four areas of cost reduction and realignment, including:
•
operational cost savings;
•
organizational cost savings;
•
operating model improvements; and
•
indirect, or non-inventory, spending.
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In 2024, our Profit Improvement Program delivered approximately $90 million in realized cost savings, net of approximately $3 million to $4 million of severance
and other costs.
While this program has meaningfully slowed SG&A spending growth, it has not been enough to align our cost structure with current sales levels. With this in
mind, we are expanding the review of our cost structure as we pursue additional savings and enhance profitability. As we expand the program, our objectives
include exceeding our previously stated goal of achieving $125 to $150 million in annualized savings by 2026 and positioning the Company to achieve SG&A
expense leverage and operating margin expansion in future years.
Business Environment and Trends
Heightened Geopolitical Risk | We sell our products in more than 110 countries and our ability to sell, import into and produce in certain markets may be
impacted by ongoing geopolitical tensions. We believe these tensions will remain elevated, and will continue to manifest themselves in certain regions where we
operate.
Changing U.S. Regulatory Environment | We are headquartered in the U.S. and are subject to the laws and regulations governing companies operating in the
U.S. The recent U.S. presidential administration change may impact us in several respects, including in the areas of taxes and tariffs. With respect to tariffs,
tariffs have long been built into apparel and footwear pricing and we attempt to minimize the impact felt by consumers through diversification of our source base
and product engineering. To that end, we expect less than 3 percent of our finished products imported into the U.S. in 2025, by dollar value, will be
manufactured in China. To the extent broad-based tariffs are imposed by the U.S. that impact a larger percentage of our source base, we may choose to raise
prices to offset the increase in our cost of goods sold. Tariffs can also have an impact outside of expenses incurred by the Company or prices to consumers;
they could impact the demand for our products as consumers weigh discretionary spending or even impact the availability of certain sourcing regions.
Retaliatory measures may also increase and impact our ability to compete in other regions of the world.
Increasing U.S. Competitive Environment and Evolving U.S. Consumer Trends | We believe our competition in the historical U.S. outdoor and active
apparel and footwear market has increased as many brands have shifted their strategies and new parties have entered the marketplace to capitalize on the
emergence of casual and lifestyle trends. The versatility of casual and lifestyle products provides consumers the ability to use these products in a variety of
settings, including outdoor activities. We believe the successful implementation of our strategic priorities, including the Columbia brand ACCELERATE Growth
Strategy, will enable us to better compete in this evolved U.S. marketplace in the future.
Evolving North America Omni-channel Strategy | As part of the Columbia brand ACCELERATE Growth Strategy, we are approaching the North America
marketplace with an omni-channel perspective and evaluating how, when, and where we utilize promotions across all channels to attract different consumer
segments. We intend to retain our historical value-oriented consumers while attracting younger and more active consumers to the Columbia brand.
During 2024, we shifted our marketing strategies for the Columbia brand's U.S. DTC e-commerce business to become less promotional, in order for
Columbia.com to represent the best expression of the Brand. In our DTC brick-and-mortar business, we are opening a small number of branded stores in high-
traffic shopping malls in North America. These new branded stores feature elevated product assortments that showcase Columbia’s apparel and footwear
innovations. These stores will join the hundreds of Columbia branded stores that raise the image of the Brand in important international markets. Within our U.S.
wholesale business, we implemented pricing, promotional and segmentation strategies which are also intended to elevate the positioning of the Brand in the
marketplace.
While we expand the Columbia brand's target consumer, we intend to continue serving our core consumer base that is focused primarily on value. To capture
demand associated with value-oriented consumers, we have increasingly relied on our fleet of DTC brick-and-mortar outlet stores. We believe general economic
uncertainty in the U.S. and Canada is particularly impactful to these value-oriented consumers.
Normalizing Inventory Levels in the U.S. | In 2024 we operated numerous temporary clearance locations in the U.S. to move through excess inventory in a
way that provided stronger financial returns to the Company in comparison to wholesale closeout sales channel alternatives and that had a less disruptive
impact in the marketplace. As we exited 2024, our inventories were down 7% for the year and we plan to rapidly close our temporary clearance locations now
that our inventories are in a healthier position. We also believe wholesale partners are entering 2025 with cleaner inventory levels. We expect these changes in
inventory in the market will support expansion of the Company's gross margin in 2025.
Changing International Consumer Trends | We believe consumers in many international markets have adjusted their shopping habits. In China, the outdoor
apparel and footwear market has expanded, driven, in part, by governmental efforts to stimulate outdoor recreation. In Japan, the weakness of the Japanese
Yen has contributed to an influx of international tourism which has benefited consumer demand, while
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domestic consumption has been soft due to inflationary pressures. Despite economic and geopolitical challenges in many other international markets, the
outdoor apparel and footwear industry has been resilient and demand for our products has been healthy. We expect most of our international businesses to
continue to grow in 2025, despite currency pressures.
Supply Chain Disruptions | Continuing Red Sea disruptions resulted in longer inbound transit times for Fall 2024 inventory. With pressure on key trade lanes,
we expect inbound transit times to be elevated until the resolution of this conflict, which should result in reduced transit times and more favorable transit pricing.
Seasonality | Our business is affected by the general seasonal trends common to the industry, including seasonal weather and discretionary consumer
shopping and spending patterns. Our products are marketed on a seasonal basis, and our sales are weighted substantially toward the third and fourth quarters,
while our operating costs are more equally distributed throughout the year. In 2024, over 60% of our net sales and over 90% of o ur operating income were
realized in the second half of the year.
RESULTS OF OPERATIONS
The following discussion of our results of operations and liquidity and capital resources should be read in conjunction with Part II, Item 8 of this Annual Report on
Form 10-K.
Non-GAAP Financial Measure
To supplement financial information reported in accordance with accounting principles generally accepted in the U.S. ("GAAP"), we disclose constant-currency
net sales information, which is a non-GAAP financial measure, to provide a framework to assess how the business performed excluding the effects of changes
in foreign currency exchange rates against the U.S. dollar between comparable reporting periods. We calculate constant-currency net sales by translating net
sales in foreign currencies for the current period into U.S. dollars at the exchange rates that were in effect during the comparable period of the prior year.
Management believes that this non-GAAP financial measure reflects an additional and useful way of viewing an aspect of our operations that, when viewed in
conjunction with our GAAP results, provides a more comprehensive understanding of our business and operations. In particular, investors may find the non-
GAAP measure useful by reviewing our net sales results without the volatility in foreign currency exchange rates. This non-GAAP financial measure also
facilitates management's internal comparisons to our historical net sales results and comparisons to competitors' net sales results. Constant-currency financial
measures should be viewed in addition to, and not in lieu of or superior to, our financial measures calculated in accordance with GAAP.
The following discussion includes references to constant-currency net sales, and we provide a reconciliation of this non-GAAP measure to the most directly
comparable financial measure calculated in accordance with GAAP below.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 24

Table of Contents
Results of Operations — Consolidated
The following table presents the items in our Consolidated Statements of Operations, both in dollars and as a percentage of net sales:
Year Ended December 31,
(in thousands, except for percentage of net sales and per share amounts)
2024
2023
Net sales
$
3,368,582 
100.0 % $
3,487,203 
100.0 %
Cost of sales
1,677,497 
49.8 %
1,757,271 
50.4 %
Gross profit
1,691,085 
50.2 %
1,729,932 
49.6 %
Selling, general and administrative expenses
1,443,906 
42.9 %
1,416,313 
40.6 %
Impairment of goodwill
— 
— %
25,000 
0.7 %
Net licensing income
23,562 
0.7 %
21,665 
0.6 %
Operating income
270,741 
8.0 %
310,284 
8.9 %
Interest income, net
27,703 
0.8 %
13,687 
0.4 %
Other non-operating income (expense), net
(257)
— %
2,221 
0.1 %
Income before income tax
298,187 
8.8 %
326,192 
9.4 %
Income tax expense
74,914 
2.2 %
74,792 
2.1 %
Net income
$
223,273 
6.6 % $
251,400 
7.3 %
Diluted earnings per share
$
3.82 
$
4.09 
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Table of Contents
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Net Sales. Net sales by brand, product category and channel are summarized in the following table:
Year Ended December 31,
(in thousands, except for percentages)
Reported
Net Sales
2024
Adjust for
Foreign
Currency
Translation
Constant-
currency
Net Sales
2024 
Reported
Net Sales
2023
Reported 
Net Sales
% Change
Constant-
currency
Net Sales
% Change 
Brand Net Sales:
Columbia
$
2,917,678 $
10,521 
$
2,928,199 $
2,935,145 
(1)%
—%
SOREL
238,266 
(257)
238,009 
336,688 
(29)%
(29)%
prAna
104,087 
6 
104,093 
113,623 
(8)%
(8)%
Mountain Hardwear
108,551 
477 
109,028 
101,747 
7%
7%
Total
$
3,368,582 $
10,747 
$
3,379,329 $
3,487,203 
(3)%
(3)%
Product Category Net Sales:
Apparel, Accessories and Equipment
$
2,687,174 $
8,048 
$
2,695,222 $
2,676,597 
—%
1%
Footwear
681,408 
2,699 
684,107 
810,606 
(16)%
(16)%
Total
$
3,368,582 $
10,747 
$
3,379,329 $
3,487,203 
(3)%
(3)%
Channel Net Sales:
Wholesale
$
1,734,358 $
2,062 
$
1,736,420 $
1,874,003 
(7)%
(7)%
Direct-to-consumer
1,634,224 
8,685 
1,642,909 
1,613,200 
1%
2%
Total
$
3,368,582 $
10,747 
$
3,379,329 $
3,487,203 
(3)%
(3)%
 Constant-currency net sales is a non-GAAP financial measure. See "Non-GAAP Financial Measure" above for further information.
Our global net sales decrease primarily reflected lower wholesale net sales in the U.S. and Canada, partially offset by strength in international markets, as
compared to 2023. The declines in wholesale net sales were driven by lower Spring and Fall 2024 orders, resulting from retailer cautiousness, including the
transition of products to non-PFAS chemistry and a change in promotional practices, and a difficult competitive environment throughout the year, primarily in the
U.S and Canada. Internationally, our net sales growth was broad-based across many markets within our LAAP and EMEA regions. We believe international net
sales growth was attributable to the execution of our business strategies, as well as to the benefit of certain trends and/or factors favorably impacting the
outdoor apparel and footwear sector.
DTC net sales increased, reflecting growth in our brick-and-mortar business from temporary clearance locations and new stores, partially offset by declines in
our e-commerce business, compared to 2023. The declines in e-commerce net sales have resulted from softness in the U.S. and Canada throughout the year,
which we attribute to a challenging environment and increased competition within the outdoor lifestyle category, and our decision to de-emphasize promotions
on Columbia.com as part of the Brand's ACCELERATE Growth Strategy.
Gross Profit. Gross profit is summarized in the following table:
Year Ended December 31,
(in thousands, except for percentages and basis points)
2024
2023
Change
Gross profit
$
1,691,085
$
1,729,932
$
(38,847)
(2)%
Gross margin
50.2 
%
49.6 
%
60 bps
Gross margin expanded primarily due to the following factors:
•
favorable inbound freight costs; and
•
favorable region and channel net sales mix; partially offset by
•
unfavorable decrease in channel profitability reflecting higher clearance and promotional activity.
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Selling, General and Administrative Expenses ("SG&A"). SG&A expenses are summarized in the following table:
Year Ended December 31,
(in thousands, except for percentages and basis points)
2024
2023
Change
Selling, general and administrative expenses
$
1,443,906
$
1,416,313
$
27,593 
2 %
Selling, general and administrative expenses as percent of net sales
42.9 
%
40.6 
%
230 bps
SG&A expenses increased primarily due to the following factors:
•
higher omni-channel expenses of $40.5 million, reflecting higher DTC brick-and-mortar expenses, including costs associated with new stores and
temporary clearance locations and personnel expenses;
•
higher incentive compensation, reflecting higher performance against target as compared to 2023; partially offset by
•
lower supply chain expenses of $28.7 million, reflecting decreased global distribution center expenses resulting from more normalized inventory levels
and supply chain optimization efforts; and
•
lower demand creation expenses, primarily reflecting decreased net sales.
Impairment of Goodwill. For the year ended December 31, 2024, there were no impairment charges recorded for goodwill.  For the year ended December 31,
2023, we recognized $25.0 million of impairment charges related to goodwill attributable to the prAna reporting unit resulting from our annual fourth quarter
impairment testing.
Refer to our Critical Accounting Estimates below for further information regarding impairments.
Interest Income, Net. Interest income, net is summarized in the following table:
Year Ended December 31,
(in thousands, except for percentages)
2024
2023
Change
Interest income, net
$
27,703
$
13,687
$
14,016 
102 %
Interest income, net as a percent of net sales
0.8 
%
0.4 
%
Interest income, net, increased primarily reflecting higher yields on increased levels of cash, cash equivalents and short-term investments.
Income Tax Expense. Income tax expense and the related effective income tax rate are summarized in the following table:
Year Ended December 31,
(in thousands, except for percentages)
2024
2023
Change
Income tax expense
$
74,914
$
74,792
$
122 
— %
Effective income tax rate
25.1 
%
22.9 
%
Income tax expense increased to $74.9 million for the year ended December 31, 2024 from $74.8 million for 2023. Our effective tax rate was 25.1% for the year
ended December 31, 2024 compared to 22.9% for 2023. For the year ended December 31, 2024, our effective tax rate included a non-recurring expense
related to a valuation allowance. For the year ended December 31, 2023, our effective income tax rate included a non-recurring benefit related to a foreign
currency loss resulting from an intercompany transaction and a non-recurring foreign tax benefit.
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Table of Contents
Results of Operations — Segment
Segment operating income includes net sales, cost of sales, segment SG&A expenses, and other segment items for each of our four reportable segments. For
each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as
well as net licensing income directly attributable to each of the reportable segments. Refer to Note 16 in Part II, Item 8 of this Annual Report on Form 10-K for
further information.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Net sales by reportable segment are summarized in the following table:
Year Ended December 31,
(in thousands, except for percentage
changes)
Reported
Net Sales
2024
Adjust for
Foreign
Currency
Translation
Constant-
currency
Net Sales
2024 
Reported
Net Sales
2023
Reported 
Net Sales
% Change
Constant-currency
Net Sales
% Change 
U.S.
2,068,228 
— 
2,068,228 
2,241,437 
(8)%
(8)%
LAAP
560,706 
13,715 
574,421 
519,754 
8%
11%
EMEA
511,778 
(5,300)
506,478 
469,237 
9%
8%
Canada
227,870 
2,332 
230,202 
256,775 
(11)%
(10)%
$
3,368,582 $
10,747 
$
3,379,329 $
3,487,203 
(3)%
(3)%
 Constant-currency net sales is a non-GAAP financial measure. See "Non-GAAP Financial Measure" above for further information.
Segment operating income for each reportable segment and unallocated corporate expenses are summarized in the following table:
Year Ended December 31,
(in thousands)
2024
2023
Change
U.S.
$
356,722 
$
415,731 
$
(59,009)
LAAP
77,008 
61,824 
15,184 
EMEA
103,486 
98,943 
4,543 
Canada
47,797 
55,599 
(7,802)
Total segment operating income
585,013 
632,097 
(47,084)
Unallocated corporate expenses
(314,272)
(321,813)
7,541 
Operating income
$
270,741 
$
310,284 
$
(39,543)
U.S.
U.S. segment operating income decreased $59.0 million to $356.7 million, or 17.2% of net sales, in 2024 from $415.7 million, or 18.5% of net sales, in 2023. The
decrease was driven primarily by decreased net sales and gross profit, partially offset by lower segment SG&A expenses and other segment items. U.S. net
sales decreased $173.2 million, or 8%, in 2024, compared to 2023, driven primarily by decreased net sales in our U.S. wholesale business. The declines in
wholesale net sales were driven by lower Spring and Fall 2024 orders, resulting from retailer cautiousness, including the transition of products to non-PFAS
chemistry and a change in promotional practices, and a difficult competitive environment throughout the year. DTC net sales also decreased driven by lower e-
commerce net sales, partially offset by net sales growth from our brick-and-mortar business. The declines in e-commerce net sales were attributable to a
challenging e-commerce environment for outdoor brands, increased competition within the outdoor lifestyle category, and our decision to de-emphasize
promotions on Columbia.com as part of the Brand's ACCELERATE Growth Strategy. The increases in brick-and-mortar net sales were primarily driven by
temporary clearance locations and new stores for the year ended December 31, 2024. U.S. segment SG&A expenses and other segment items increased as a
percentage of net sales to 31.9% in 2024 compared to 30.1% in 2023, primarily driven by fixed SG&A expenses and decreased net sales. In total, U.S. segment
SG&A expenses and other segment items decreased for the year ended December 31, 2024 compared to 2023, primarily driven by lower supply chain
expenses resulting from more normalized inventory levels and our Profit Improvement Program, including supply chain optimization efforts.
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LAAP
LAAP segment operating income increased $15.2 million to $77.0 million, or 13.7% of net sales, in 2024 from $61.8 million, or 11.9% of net sales, in 2023. The
increase was driven primarily by increased net sales and gross profit. LAAP net sales increased $41.0 million, or 8% (11% constant-currency), in 2024,
compared to 2023. Increased LAAP net sales were primarily driven by our China, LAAP distributor, and, to a lesser extent, our Japan businesses, partially offset
by declines in our Korea business. Increased net sales in our China business reflected continued strong consumer demand, aided by positive outdoor category
trends. Increased net sales in our LAAP distributor business reflected growth in our Fall 2024 and Spring 2025 orders as compared to the same period in the
prior year. Increased net sales in our Japan business were driven by strong demand from increased international tourism, which was largely offset by
unfavorable foreign currency translation compared to the same period in the prior year. Decreased net sales in our Korea business reflected a continued
challenging environment and increased competition within the outdoor lifestyle category. LAAP segment SG&A expenses and other segment items decreased
as a percentage of net sales to 42.1% in 2024, compared to 44.4% in 2023, primarily driven by increased net sales. In total, LAAP segment SG&A expenses
and other segment items increased for the year ended December 31, 2024 compared to 2023.
EMEA
EMEA segment operating income increased $4.5 million to $103.5 million, or 20.2% of net sales, in 2024 from $98.9 million, or 21.1% of net sales, in 2023. The
increase was driven primarily by increased net sales and gross profit. EMEA net sales increased $42.5 million, or 9% (8% constant-currency), in 2024,
compared to 2023, primarily driven by our Europe-direct business. Increased net sales in our Europe-direct business were driven by robust demand within our
DTC brick-and-mortar and e-commerce businesses for the year ended December 31, 2024. Our Europe-direct wholesale business realized a modest increase
in net sales reflecting retailer cautiousness. Increased net sales in our EMEA distributor business reflected growth in our Fall 2024 and Spring 2025 orders as
compared to the same period in 2023. EMEA segment SG&A expenses and other segment items increased in total and as a percentage of net sales to 28.1% in
2024 compared to 26.8% in 2023.
Canada
Canada segment operating income decreased $7.8 million to $47.8 million, or 21.0% of net sales, in 2024 from $55.6 million, or 21.7% of net sales, in 2023.
This decrease was primarily driven by lower net sales and gross profit. Canada net sales decreased $28.9 million, or 11% (10% constant-currency), in 2024,
compared to 2023, driven primarily by decreased net sales in our Canada wholesale business. Decreased net sales in our wholesale business primarily
reflected lower Spring and Fall 2024 orders, resulting from retailer cautiousness and a difficult competitive environment throughout the year. DTC net sales
decreased, driven by lower net sales in our Canada e-commerce business, partially offset by an increase in our Canada brick-and-mortar business. Canada
segment SG&A expenses and other segment items increased as a percentage of net sales to 29.1% in 2024 compared to 25.9% in 2023, primarily as a result of
fixed expenses and decreased net sales. In total, Canada segment SG&A expenses and other segment items were flat for the year ended December 31, 2024
compared to 2023.
Unallocated Corporate Expenses
Unallocated corporate expenses decreased by $7.5 million to $314.3 million in 2024 from $321.8 million in 2023.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity include cash, cash equivalents, short-term investments, and available committed credit lines. Our liquidity may be affected by
the general seasonal trends common to the industry. Our products are marketed on a seasonal basis and our sales are weighted substantially toward the third
and fourth quarters, while our operating costs are more equally distributed throughout the year. Our cash and cash equivalents and short-term investments
balances generally are at their lowest level just prior to the start of the U.S. holiday season and increase during the fourth quarter from collection of wholesale
business receivables and fourth quarter DTC sales. This trough cash position is impacted by the amount of product we order from our contract manufacturers in
anticipation of customer demand and is more heavily impacted in advance of periods of expected high demand.
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Table of Contents
Cash Flow Activities
Cash flows are summarized in the following table:
Year Ended December 31,
(in thousands)
2024
2023
Change
Net cash provided by (used in):
Operating activities
$
491,042 
$
636,297 
$
(145,255)
Investing activities
87,334 
(461,819)
549,153 
Financing activities
(386,239)
(254,789)
(131,450)
Net effect of exchange rate changes on cash
(10,587)
389 
(10,976)
Net increase (decrease) in cash and cash equivalents
$
181,550 
$
(79,922) $
261,472 
The change in cash flows provided by operating activities was driven by a $86.1 million decrease in cash provided by changes in assets and liabilities, as well as
a $59.2 million decrease in cash provided by net income and non-cash adjustments. The most significant comparative changes in assets and liabilities included
Inventories, Accounts receivable and Accounts payable. The $244.7 million decrease in cash provided by Inventories was primarily driven by inventory
liquidation efforts throughout 2023 and 2024. The $135.6 million decrease in cash provided by Accounts receivable reflected cash provided of $123.8 million for
the year ended December 31, 2023, primarily driven by a higher portion of fourth quarter wholesale sales collected in 2023 compared to the same period in
2022, as well as cash used of $11.8 million for the year ended December 31, 2024, primarily driven by a lower portion of fourth quarter wholesale sales
collected in 2024 as compared to the same period in 2023. These amounts were partially offset by the $241.0 million decrease in cash used in Accounts
payable, reflecting cash used of $85.9 million for the year ended December 31, 2023, primarily resulting from the earlier production of and payment for Spring
2024 and Fall 2024 inventory, as well as cash provided of $155.0 million for the year ended December 31, 2024, primarily resulting from the timing of inventory
receipts and related payments, including a reduction in the use of early payments and extension of payment terms with certain vendors.
Net cash provided by investing activities was $87.3 million for 2024, compared to $461.8 million of cash used in investing activities for 2023. For 2024, net cash
provided by investing activities consisted of $816.2 million in cash provided by sales and maturities of short-term investments, partially offset by $669.1 million in
cash used for purchases of short-term investments and $59.8 million for capital expenditures. For 2023, net cash used in investing activities consisted of $528.5
million in cash used for purchases of short-term investments and $54.6 million for capital expenditures, partially offset by $121.3 million in cash provided by
sales and maturities of short-term investments.
Net cash used in financing activities was $386.2 million for 2024 compared to $254.8 million for 2023. For 2024, net cash used in financing activities primarily
consisted of repurchases of common stock of $317.8 million and dividend payments to our shareholders of $69.7 million. For 2023, net cash used in financing
activities primarily consisted of repurchases of common stock of $184.0 million and dividend payments to our shareholders of $73.4 million.
Sources of Liquidity
Cash and cash equivalents and short-term investments
As of December 31, 2024, we had cash and cash equivalents of $531.9 million and short-term investments of $283.6 million, compared to $350.3 million and
$414.2 million, respectively, as of December 31, 2023.
Domestic Credit Facility
As of December 31, 2024, we had available an unsecured, committed revolving credit facility, which provides for borrowings up to $500.0 million. We were in
compliance with all associated covenants and there was no balance outstanding under the facility. Refer to Note 6 in Part II, Item 8 of this Annual Report on
Form 10-K for further information regarding our domestic credit facility.
International Credit Facility
As of December 31, 2024, our European subsidiary had available an unsecured, committed line of credit, which is guaranteed by the Company and provides for
borrowings up to €4.4 million (approximately US$4.6 million). There was no balance outstanding under the facility.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 30

Table of Contents
Other Sources
As of December 31, 2024, collectively, our international subsidiaries had unsecured, uncommitted lines of credit, credit facilities and overdraft facilities, providing
for borrowings up to approximately US$101.8 million. There were no balances outstanding under these facilities.
Capital Requirements
Our expected short-term and long-term cash needs are primarily for working capital and capital expenditures. We expect to meet these short-term and long-term
cash needs primarily with cash flows from operations and, if needed, borrowings from our existing credit facilities.
Our working capital management goals include maintaining an optimal level of inventory necessary to deliver goods on time to our customers and to satisfy end
consumer demand, alleviating manufacturing capacity constraints, and driving efficiencies to minimize the cycle time from the purchase of inventory from our
suppliers to the collection of accounts receivable balances from our customers. Inventory balances may be elevated in advance of periods of expected high
demand. As of December 31, 2024, our inventory balance decreased to $690.5 million, compared to $746.3 million as of December 31, 2023, driven by a
reduction in current season and carryover inventory resulting from lower inventory buys, as well as the use of our outlet stores and temporary clearance
locations to profitably sell excess merchandise. We believe older season inventories represent a manageable portion of our total inventory mix.
We have planned 2025 capital expenditures of approximately $60 to $80 million. This includes investments in our DTC operations, including new stores and
supply chain and digital capabilities to support our strategic priorities. Our actual capital expenditures may differ from the planned amounts depending on factors
such as the timing of system implementations and new store openings and related construction.
Our long-term goal is to maintain a strong balance sheet and a disciplined approach to capital allocation. Dependent upon our financial position, market
conditions and our strategic priorities, our capital allocation approach includes:
•
investing in organic growth opportunities to drive long-term profitable growth;
•
returning at least 40% of free cash flow to shareholders through dividends and share repurchases; and
•
considering opportunistic mergers and acquisitions.
Free cash flow is a non-GAAP financial measure. Free cash flow is calculated by reducing net cash flow from operating activities by capital expenditures.
Management believes free cash flow provides investors with an important perspective on the cash available for shareholders and acquisitions after making the
capital investments required to support ongoing business operations and long-term value creation. Free cash flow does not represent the residual cash flow
available for discretionary expenditures since it excludes certain mandatory expenditures. Management uses free cash flow as a measure to assess both
business performance and overall liquidity.
Other cash commitments
The following table presents our estimated significant contractual commitments that will require use of funds:
Year Ended December 31,
(in thousands)
2025
2026
2027
2028
2029
Thereafter
Total
Inventory purchase obligations
$
473,029 
$
— 
$
— 
$
— 
$
— 
$
— 
$
473,029 
Operating lease obligations 
94,523 
91,054 
79,911 
70,783 
53,899 
133,955 
524,125 
Tax Cuts and Jobs Act transition tax
obligations
13,281 
— 
— 
— 
— 
— 
13,281 
Refer to Operating Leases in Note 8 in Part II, Item 8 of this Annual Report on Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
Management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been
prepared in accordance with GAAP. The preparation of these financial statements requires us to make various estimates and judgments that affect reported
amounts of assets, liabilities, sales, cost of sales, and expenses and related disclosure of contingent assets and liabilities. Refer to Note 2 in Part II, Item 8 of
this Annual Report on Form 10-K for additional information regarding the significant accounting policies and methods used in the preparation of our consolidated
financial statements.
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Table of Contents
We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential effect on our
financial statements, so we consider these to be our critical accounting policies and estimates. Because of the uncertainty inherent in these matters, actual
results may differ from the estimates we use in applying these critical accounting policies and estimates. We base our ongoing estimates on historical
experience and other assumptions that we believe to be reasonable in the circumstances. Our critical accounting policies and estimates relate to sales reserves,
excess, close-out and slow-moving inventory, impairment of long-lived assets, intangible assets and goodwill, and income taxes.
Management regularly discusses with our Audit Committee each of our critical accounting estimates, the development and selection of these accounting
estimates, and the disclosure about each estimate in this Annual Report on Form 10-K. These discussions typically occur at our quarterly audit committee
meetings and include the basis and methodology used in developing and selecting these estimates, the trends in and amounts of these estimates, specific
matters affecting the amount of and changes in these estimates, and any other relevant matters related to these estimates, including significant issues
concerning accounting principles and financial statement presentation.
Sales Reserves
The amount of consideration we receive and recognize as Net sales across both wholesale and DTC channels varies with changes in sales returns and other
accommodations and incentives we offer to our customers. When we give our customers the right to return products or provide other accommodations such as
chargebacks and markdowns, we estimate the expected sales returns and miscellaneous claims from customers and record sales reserves to reduce Net sales.
As of December 31, 2024, our sales-related reserves were  $96.9 million compared to $103.9 million as of December 31, 2023. The most significant variable
affecting these reserve balances is sales levels. As a percentage of Net sales, the sales reserves balances were 2.9% as of December 31, 2024 compared to
3.0% as of December 31, 2023. The reserve for returns from customers or consumers is the component of our sales-related reserves most susceptible to
estimation uncertainty. These estimates are based on 1) historical rates of product returns and claims; and 2) events and circumstances that indicate changes to
such historical rates are warranted, such as our customers' inventory positions and their anticipated sell-through rates. However, actual returns and claims in any
future period are inherently uncertain and thus may differ from our estimates. As a result, we adjust our estimates of revenue at the earlier of when the most
likely amount of consideration we expect to receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims
are significantly different than the sales reserves established, we record an adjustment to Net sales in the period in which such determination was made.
Excess, Close-Out and Slow-Moving Inventory
We make ongoing estimates of potential excess, close-out or slow-moving inventory. We evaluate our inventory on hand to identify excess, close-out or slow-
moving inventory by contemplating our purchasing plans, sales forecasts, historical liquidation experience, and the level and composition of inventory from
current and prior seasons that remains unsold and establish provisions as necessary to properly reflect inventory value at the lower of cost or net realizable
value. Provisions are established when necessary in the period in which we make such a determination. As of December 31, 2024, our inventory provisions
reduced gross inventory by $20.4 million compared to $23.3 million as of December 31, 2023. The level of estimated excess inventory as of December 31, 2024
decreased, reflecting the use of our outlet stores and temporary clearance locations to profitably sell excess merchandise.
Long-Lived Assets
Long-lived assets, which include property, plant and equipment, lease right-of-use ("ROU") assets, and capitalized implementation costs for cloud computing
arrangements are evaluated for impairment only when events or circumstances indicate the carrying value may not be recoverable. Our retail store fleet long‐
lived assets are generally evaluated at the retail location level. Events that result in an impairment review of a retail location include plans to close a retail
location or a significant decrease in the operating results of the retail location. When such an indicator occurs, we evaluate the retail location long‐lived asset or
asset group for impairment by comparing the undiscounted future cash flows expected to be generated by the location to the location long‐lived asset group’s
carrying amount. If the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows, an analysis is performed to estimate
the fair value of the asset or asset group. An impairment is recorded if the fair value of the asset or asset group is less than the carrying amount.
During 2024, we tested certain long-lived assets consisting of property, plant, and equipment and lease ROU assets for impairment at certain underperforming
retail locations. For the years ended December 31, 2024 and 2023, impairment charges from underperforming retail stores were not material. Further declines
in projected future performance may adversely affect the recovery of retail location assets.
Indefinite-Lived Intangible Assets and Goodwill
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 32

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We review and test our intangible assets with indefinite lives and goodwill for impairment in the fourth quarter of each year and when events or changes in
circumstances indicate that it is more likely than not that the fair value of the asset or reporting unit is less than its carrying amount. Our intangible assets with
indefinite lives consist of trademarks and trade names (collectively, "trademarks"). Substantially all of our goodwill is recorded in the U.S. segment and
impairment testing for goodwill is performed at the reporting unit level. Key assumptions used in the discounted cash flow models are cash flow projections and
the discount rate. Cash flow projections are developed in part from our annual planning process. The discount rate is based on the estimated weighted-average
costs of capital of the reporting unit from a market-participant perspective. When we include market-based valuation methods to estimate fair value of our
reporting units as part of the goodwill impairment testing, we utilize market multiples for guideline public companies.
In the impairment tests for trademarks, we compare the estimated fair value of each asset to its carrying amount. The fair values of trademarks are estimated
using a relief from royalty method under the income approach. If the carrying amount of a trademark exceeds its estimated fair value, we calculate impairment
as the excess of carrying amount over the estimate of fair value. At December 31, 2024, the carrying value of indefinite-lived intangible assets was
$79.2 million, of which $51.8 million was attributed to prAna's trademark. In our 2024 impairment test, the fair value of prAna's trademark exceeded its carrying
value by approximately 33% as of the measurement date and, therefore, no impairment was recognized. As part of our evaluation, we performed a sensitivity
analysis on the trademark impairment model. A 300 basis point decline in the compound annual growth rate for net sales assumed over the first eight years
would reduce the excess of fair value over the carrying amount to approximately 12%. Separately, a 100 basis point increase in the assumed discount rate
would reduce the excess of the fair value over the carrying value to approximately 22%. A separate 50 basis point decline in the assumed royalty rate would
reduce the excess of fair value over the carrying amount to approximately 21%. In our 2023 impairment test, we determined that the prAna brand's trademark
was not impaired. In our 2022 impairment test, we determined that the prAna brand's trademark was impaired and we recognized a $18.7 million impairment
charge for the year ended December 31, 2022.
In the impairment test for goodwill, we compare the estimated fair value of the reporting unit with the carrying amount of that reporting unit. If the carrying
amount of the reporting unit exceeds its estimated fair value, we calculate an impairment as the excess of carrying amount over the estimate of fair value. We
estimate the fair value of our reporting units using a combination of discounted cash flow analysis and market-based valuation methods, as appropriate. At
December 31, 2024, the carrying value of goodwill was $26.7 million, of which $12.3 million was attributed to the prAna reporting unit. In our 2024 impairment
test, the fair value of the prAna reporting unit exceeded its carrying value by approximately 23% as of the measurement date and, therefore, no impairment was
recognized. As part of our evaluation, we performed a sensitivity analysis on the goodwill impairment model. A 300 basis point decline in the compound annual
growth rate for net sales assumed over the first eight years would reduce the excess of fair value over the carrying amount to approximately 8%. Separately, a
100 basis point increase in the assumed discount rate would reduce the excess of the fair value over the carrying value to approximately 15%. In our 2023 and
2022 impairment tests, we determined that prAna goodwill was impaired and we recognized a $25.0 million and $16.9 million impairment charge for the years
ended December 31, 2023 and December 31, 2022, respectively.
Our impairment tests and related fair value estimates are based on a number of factors, including assumptions and estimates for projected net sales, income,
cash flows, discount rates, market-based multiples, and other operating performance measures. Changes in estimates or the application of alternative
assumptions could produce significantly different results. These assumptions and estimates may change in the future due to changes in economic conditions,
changes in our ability to meet sales and profitability objectives or changes in our business operations or strategic direction.
Income Taxes
We make assumptions, judgments and estimates to determine our current provision for income taxes, our deferred tax assets and liabilities and our uncertain
tax positions. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of
current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation
of tax laws and the resolution of current and future tax audits could significantly affect the amounts provided for Income tax expense in our Consolidated
Statements of Operations.
Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future
taxable income. Actual operating results and the underlying amount and category of income in future years could cause our current assumptions, judgments
and estimates of recoverable net deferred tax assets to be inaccurate. Changes in any of the assumptions, judgments and estimates mentioned above could
cause our actual income tax obligations to differ from our estimates, which could materially affect our financial position, results of operations or cash flows.
Our assumptions, judgement and estimates relative to uncertain tax positions take into account whether a tax position is more likely than not to be sustained
upon examination by the relevant taxing authority based on the technical merits of the position and the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the relevant taxing authority. Changes in tax law or our
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 33

Table of Contents
interpretation of tax laws and the resolution of current and future tax audits could significantly affect the amounts provided for Income tax expense in our
Consolidated Statements of Operations.
Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into
account in the relevant period. As the calendar year progresses, we periodically refine our estimate based on actual events and earnings by jurisdiction. This
ongoing estimation process can result in changes to our expected effective tax rate for the full calendar year. When this occurs, we adjust the income tax
provision during the quarter in which the change in estimate occurs so that our year-to-date provision equals our expected annual effective tax rate.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 2 in Part II, Item 8 of this Annual Report on Form 10-K.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, our financial position, results of operations, and cash flows are subject to a variety of risks, including risks associated with
global financial and capital markets, primarily currency exchange rate risk and, to a lesser extent, interest rate risk. We regularly assess these risks and have
established policies and business practices designed to mitigate their effects. We do not engage in speculative trading in any financial or capital market.
FOREIGN EXCHANGE RISK
Our primary currency exchange rate risk management objective is to mitigate the uncertainty of anticipated cash flows attributable to changes in exchange
rates. We focus on mitigating changes in functional currency equivalent cash flows resulting from anticipated U.S. dollar denominated inventory purchases by
subsidiaries that use European euro, Canadian dollar, Japanese yen, Chinese renminbi, or Korean won as their functional currency. We also mitigate changes
in functional currency equivalent cash flows resulting from anticipated non-functional currency denominated sales for subsidiaries that use U.S. dollar and
European euro as their functional currency. We manage this risk primarily by using currency forward contracts. Additionally, we hedge net balance sheet
exposures related primarily to non-functional currency denominated monetary assets and liabilities using foreign currency forward contracts in European euro,
Japanese yen, Canadian dollar, Swiss franc, Chinese renminbi, Korean won, British pound sterling, Danish krone, Norwegian krone, Polish zloty, Swedish
krona and Czech koruna. Non-functional currency denominated monetary assets and liabilities consist of cash and cash equivalents, short-term investments,
receivables, payables, deferred income taxes, and intercompany loans and dividends.
The net fair value of our derivative contracts wa s favorable by $32.0 million as of December 31, 2024. A 10% unfavorable exchange rate change in the euro,
franc, Canadian dollar, yen, renminbi, won, pound sterling, krone, zloty, krona and koruna against the U.S. dollar would have resulted in the net fair value
declining by approximately $63.5 million as of December 31, 2024. Changes in fair value of derivative contracts resulting from foreign exchange rate fluctuations
would be substantially offset by the change in value of the underlying hedged transactions.
INTEREST RATE RISK
Our negotiated credit facilities generally charge interest based on a benchmark rate such as the secured overnight financing rate. Fluctuations in short-term
interest rates cause interest payments on drawn amounts to increase or decrease. As of December 31, 2024, no balance was outstanding under our credit
facilities.
COMMODITY PRICE RISK
We are exposed to market risk for the pricing of the raw materials used to manufacture our products. These raw materials are purchased directly by our contract
manufacturers.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 34

Table of Contents
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our management is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America ("GAAP"), which we consider appropriate in the circumstances and include some
amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.
Our accounting systems include controls designed to reasonably ensure that assets are safeguarded from unauthorized use or disposition and which provide for
the preparation of financial statements in conformity with GAAP. These systems are supplemented by the selection and training of qualified financial personnel
and an organizational structure providing for appropriate segregation of duties.
The Audit Committee is responsible for appointing the independent registered public accounting firm and reviews with the independent registered public
accounting firm and management the scope and the results of the annual examination, the effectiveness of the accounting control system and other matters
relating to our financial affairs as they deem appropriate.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Columbia Sportswear Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Columbia Sportswear Company and subsidiaries (the "Company") as of December 31, 2024
and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended
December 31, 2024, and the related notes, and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal
control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025, expressed an unqualified opinion on the
Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Intangible Assets, Net – prAna Trademark– Refer to Notes 2 and 5 to the consolidated financial statements
Critical Audit Matter Description
The Company has trademarks and trade names (“trademarks”) that are indefinite-lived intangible assets. As of December 31, 2024, the carrying value of the
Intangible assets, net was $79.2 million, of which $51.8 million was attributed to prAna’s trademark. The Company used the relief from royalty method to
estimate fair value, which requires management to make significant estimates and assumptions related to projected net sales and royalty rate.
Auditing management’s estimates and assumptions related to projected net sales and the royalty rate for prAna involved especially subjective judgement.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates and assumptions related to projected net sales and royalty rate for the prAna trademark valuation
included the following, among others:
•
We tested the effectiveness of controls over intangible assets, including those over the forecasts of future net sales and selection of the royalty rate.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 36

•
We evaluated management’s ability to accurately forecast future net sales by comparing actual results to management’s historical forecasts.
•
We evaluated the reasonableness of management’s net sales forecasts by comparing the forecasts to:
◦
Historical net sales.
◦
Forecasted information included in the Company's press release as well as in analyst and industry reports for the Company and certain of its peer
companies.
•
To evaluate the reasonableness of the royalty rate we:
◦
Developed a range of independent estimates and compared those to the royalty rate selected by management.
◦
Tested the source information underlying the determination of the royalty rate selected by management and compared to royalty agreements of
comparable companies.
/s/    DELOITTE & TOUCHE LLP
Portland, Oregon
February 27, 2025
We have served as the Company’s auditor since at least 1994; however, an earlier year could not be reliably determined.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Columbia Sportswear Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Columbia Sportswear Company and subsidiaries (the “Company”) as of December 31, 2024,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified
opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Report of Management. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/    DELOITTE & TOUCHE LLP
Portland, Oregon
February 27, 2025
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 38

Table of Contents
Notes to Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
As of December 31,
(in thousands)
2024
2023
ASSETS
Current Assets:
Cash and cash equivalents
$
531,869 
$
350,319 
Short-term investments
283,608 
414,185 
Accounts receivable, net of allowance of $ 4,789 and $5,450 respectively
417,539 
423,079 
Inventories
690,515 
746,288 
Prepaid expenses and other current assets
85,051 
80,814 
Total current assets
2,008,582 
2,014,685 
Property, plant and equipment, net
282,908 
287,281 
Operating lease right-of-use assets
399,669 
357,295 
Intangible assets, net
79,221 
79,908 
Goodwill
26,694 
26,694 
Deferred income taxes
104,203 
105,574 
Other non-current assets
73,988 
67,576 
Total assets
$
2,975,265 
$
2,939,013 
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable
$
385,695 
$
235,927 
Accrued liabilities
273,330 
272,058 
Operating lease liabilities
75,857 
71,086 
Income taxes payable
31,663 
17,556 
Total current liabilities
766,545 
596,627 
Non-current operating lease liabilities
373,328 
336,772 
Income taxes payable
13,176 
25,688 
Deferred income taxes
310 
66 
Other long-term liabilities
41,867 
41,250 
Total liabilities
1,195,226 
1,000,403 
Commitments and contingencies (Note 11)
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; none issued and outstanding
— 
— 
Common stock (no par value); 250,000 shares authorized; 56,245 and 59,996 issued outstanding,
respectively
— 
— 
Retained earnings
1,843,261 
1,984,446 
Accumulated other comprehensive loss
(63,222)
(45,836)
Total shareholders' equity
1,780,039 
1,938,610 
Total liabilities and shareholders' equity
$
2,975,265 
$
2,939,013 
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(in thousands, except per share amounts)
2024
2023
2022
Net sales
$
3,368,582 
$
3,487,203 
$
3,464,152 
Cost of sales
1,677,497 
1,757,271 
1,753,074 
Gross profit
1,691,085 
1,729,932 
1,711,078 
Selling, general and administrative expenses
1,443,906 
1,416,313 
1,304,394 
Impairment of goodwill and intangible assets
— 
25,000 
35,600 
Net licensing income
23,562 
21,665 
22,020 
Operating income
270,741 
310,284 
393,104 
Interest income, net
27,703 
13,687 
2,713 
Other non-operating income (expense), net
(257)
2,221 
1,593 
Income before income tax
298,187 
326,192 
397,410 
Income tax expense
74,914 
74,792 
85,970 
Net income
$
223,273 
$
251,400 
$
311,440 
Earnings per share:
Basic
$
3.83 
$
4.11 
$
4.96 
Diluted
$
3.82 
$
4.09 
$
4.95 
Weighted average shares outstanding:
Basic
58,333
61,232
62,754
Diluted
58,502
61,424
62,970
See accompanying notes to consolidated financial statements.
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Table of Contents
Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(in thousands)
2024
2023
2022
Net income
$
223,273 
$
251,400 
$
311,440 
Other comprehensive income (loss):
Change in available-for-sale securities (net of tax effect of $ 20, $46, and $0,
respectively)
(61)
145 
— 
Change in derivative transactions (net of tax effects of $( 5,963), $6,662, and
$(4,358), respectively)
19,705 
(18,101)
11,876 
Foreign currency translation adjustments (net of tax effects of $( 385), $285, and
$218, respectively)
(37,030)
2,757 
(38,137)
Other comprehensive loss
(17,386)
(15,199)
(26,261)
Comprehensive income
$
205,887 
$
236,201 
$
285,179 
See accompanying notes to consolidated financial statements.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 41

Table of Contents
Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
sands)
2024
2023
2022
flows from operating activities:
come
$
223,273 
$
251,400 
$
311,440 
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
preciation and amortization
55,944 
58,063 
54,752 
-cash lease expense
77,378 
68,989 
62,647 
vision for uncollectible accounts receivable
2,555 
3,142 
(2,044)
erred income taxes
(6,204)
(5,135)
(8,118)
re-based compensation
24,777 
23,051 
21,021 
s on impairment of goodwill and intangible assets
— 
25,000 
35,600 
er, net
(11,002)
1,374 
2,594 
es in operating assets and liabilities:
ounts receivable
(11,803)
123,830 
(64,495)
entories
39,131 
283,826 
(399,851)
paid expenses and other current assets
6,792 
29,840 
(25,749)
er assets
(710)
(3,148)
(2,475)
ounts payable
155,176 
(85,862)
40,429 
rued liabilities
8,815 
(62,239)
20,683 
ome taxes payable
1,991 
(8,800)
(5,871)
erating lease assets and liabilities
(78,627)
(73,718)
(62,749)
er liabilities
3,556 
6,684 
(3,055)
sh provided by (used in) operating activities
491,042 
636,297 
(25,241)
flows from investing activities:
chases of short-term investments
(669,093)
(528,491)
(44,876)
es and maturities of short-term investments
816,232 
121,279 
176,083 
pital expenditures
(59,805)
(54,607)
(58,467)
sh provided by (used in) investing activities
87,334 
(461,819)
72,740 
flows from financing activities:
ceeds from credit facilities
— 
837 
52,918 
payments on credit facilities
— 
(837)
(52,979)
ment of line of credit issuance fees
— 
— 
(604)
Proceeds from issuance of common stock related to share-based compensation
6,120 
7,354 
6,588 
payments related to share-based compensation
(4,871)
(4,681)
(4,229)
purchase of common stock
(317,756)
(184,022)
(287,443)
h dividends paid
(69,732)
(73,440)
(75,082)
sh used in financing activities
(386,239)
(254,789)
(360,831)
fect of exchange rate changes on cash
(10,587)
389 
(19,831)
crease (decrease) in cash and cash equivalents
181,550 
(79,922)
(333,163)
and cash equivalents, beginning of period
350,319 
430,241 
763,404 
and cash equivalents, end of period
$
531,869 
$
350,319 
$
430,241 
emental disclosures of cash flow information:
h paid during the period for income taxes
$
76,104 
$
90,507 
$
92,110 
emental disclosures of non-cash investing and financing activities:
perty, plant and equipment acquired through increase in liabilities
$
10,735 
$
10,125 
$
11,103 
See accompanying notes to consolidated financial statements.
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Table of Contents
Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF EQUITY
sands, except per share amounts)
Common Stock
Retained Earnings
Accumulated Other
Comprehensive Loss
Total
Shares 
Outstanding
Amount
ce, December 31, 2021
65,164 
$
— 
$
1,993,628 
$
(4,376)$
1,989,252 
come
— 
— 
311,440 
— 
311,440 
comprehensive loss
— 
— 
— 
(26,261)
(26,261)
dividends ($1.20 per share)
— 
— 
(75,082)
— 
(75,082)
Issuance of common stock related to share-based
compensation, net
210 
2,359 
— 
— 
2,359 
based compensation expense
— 
21,021 
— 
— 
21,021 
chase of common stock
(3,235)
(10,688)
(276,252)
— 
(286,940)
ce, December 31, 2022
62,139 
12,692 
1,953,734 
(30,637)
1,935,789 
come
— 
— 
251,400 
— 
251,400 
comprehensive loss
— 
— 
— 
(15,199)
(15,199)
dividends ($1.20 per share)
— 
— 
(73,440)
— 
(73,440)
Issuance of common stock related to share-based
compensation, net
235 
2,673 
— 
— 
2,673 
based compensation expense
— 
23,051 
— 
— 
23,051 
chase of common stock
(2,378)
(36,774)
(147,248)
— 
(184,022)
taxes related to repurchase of common stock
— 
(1,642)
— 
— 
(1,642)
ce, December 31, 2023
59,996 
— 
1,984,446 
(45,836)
1,938,610 
come
— 
— 
223,273 
— 
223,273 
comprehensive loss
— 
— 
— 
(17,386)
(17,386)
dividends ($1.20 per share)
— 
— 
(69,732)
— 
(69,732)
Issuance of common stock related to share-based
compensation, net
211 
1,249 
— 
— 
1,249 
based compensation expense
— 
24,777 
— 
— 
24,777 
chase of common stock
(3,962)
(23,030)
(294,726)
— 
(317,756)
taxes related to repurchase of common stock
— 
(2,996)
— 
— 
(2,996)
ce, December 31, 2024
56,245 
$
— 
$
1,843,261 
$
(63,222)$
1,780,039 
See accompanying notes to consolidated financial statements.
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Table of Contents
Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
PAGE
Note 1
Basis of Presentation and Organization
45
Note 2
Summary of Significant Accounting Policies
45
Note 3
Revenues
50
Note 4
Property, Plant and Equipment, Net
52
Note 5
Intangible Assets, Net and Goodwill
52
Note 6
Short-Term Borrowings and Credit Lines
53
Note 7
Accrued Liabilities
54
Note 8
Leases
55
Note 9
Income Taxes
56
Note 10
Retirement Savings Plans
58
Note 11
Commitments and Contingencies
59
Note 12
Shareholders' Equity
59
Note 13
Share-Based Compensation
60
Note 14
Earnings Per Share
65
Note 15
Accumulated Other Comprehensive Income (Loss)
66
Note 16
Segment Information
66
Note 17
Financial Instruments and Risk Management
69
Note 18
Fair Value Measures
71
Note 19
Supply Chain Financing
73
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Notes to Consolidated Financial Statements
NOTE 1 — BASIS OF PRESENTATION AND ORGANIZATION
NATURE OF THE BUSINESS
Columbia Sportswear Company connects active people with their passions through its four brands, Columbia, SOREL, Mountain Hardwear, and prAna, by
designing, developing, marketing, and distributing its outdoor, active and lifestyle apparel, footwear, accessories, and equipment products to meet the diverse
needs of its customers and consumers.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Columbia Sportswear Company, its wholly owned subsidiaries and entities in which it
maintains a controlling financial interest (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from
these estimates and assumptions. The Company's significant estimates relate to sales reserves, excess, close-out and slow-moving inventory, impairment of
long-lived assets, impairment of indefinite-lived intangible assets and goodwill, and income taxes.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are stated at fair value or at cost, which approximates fair value, and include short-term highly liquid investments that are both
readily convertible to known amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest rates,
with original maturities of three months or less. As of December 31, 2024 and 2023, Cash and cash equivalents consisted of cash, money market funds, United
States ("U.S.") government treasury bills, and time deposits.
INVESTMENTS
As of December 31, 2024 and 2023, Short-term investments consisted of U.S. government treasury bills, as well as money market funds and mutual fund
shares held as part of the Company's deferred compensation plan expected to be distributed in the next twelve months. The U.S. government treasury bills are
classified as available-for-sale securities and are recorded at fair value with any unrealized gains or losses reported, net of tax, in Other comprehensive income
(loss). Investments held as part of the Company's deferred compensation plan are classified as trading securities and are recorded at fair value with any gains
and losses included in Selling, general and administrative expenses  ("SG&A expenses").
As of December 31, 2024 and 2023, long-term investments included in Other non-current assets consisted of money market funds and mutual fund shares held
to offset liabilities to participants in the Company's deferred compensation plan. These investments are classified as long-term because the related deferred
compensation liabilities are not expected to be paid within the next twelve months. These investments are classified as trading securities and are recorded at fair
value with gains and losses reported as SG&A expenses.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable have been reduced by an allowance for doubtful accounts. The Company maintains an allowance for estimated credit losses resulting from
the inability of the Company's customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the
remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result
of the Company’s ongoing evaluation of collectability, customer
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Notes to Consolidated Financial Statements
creditworthiness, historical levels of credit losses, and future expectations. Write-offs of accounts receivable were $ 2.5 million and $2.8 million for the years
ended December 31, 2024 and 2023, respectively.
INVENTORIES
Inventories consist primarily of finished goods and are carried at the lower of cost or net realizable value. Cost is determined using standard cost, which
approximates the first-in, first-out method. The Company periodically reviews its inventories for excess, close-out or slow-moving items and makes provisions
as necessary to properly reflect inventory value.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the estimated
useful lives of the assets. The principal estimated useful lives are: land improvements, 15 years; buildings and building improvements, 15-30 years; furniture
and fixtures, 3-10 years; and machinery, software and equipment, 3-10 years. Leasehold improvements are depreciated over the lesser of the estimated useful
life of the improvement, which is most commonly 7 years, or the remaining term of the underlying lease.
Improvements to property, plant and equipment that substantially extend the useful life of the asset are capitalized. Repair and maintenance costs are expensed
as incurred. Internal and external costs directly related to the development of internal-use software during the application development stage, including costs
incurred for third party contractors and employee compensation, are capitalized and depreciated over a 3-10 year estimated useful life.
CLOUD COMPUTING ARRANGEMENTS
The Company’s cloud computing arrangements that are service contracts ("CCAs") primarily relate to various enterprise resource planning systems, as well as
other supporting systems. Implementation costs associated with CCAs are capitalized ("CCA assets") when incurred during the application development stage
and generally included in Other non-current assets in the Consolidated Balance Sheets. CCA assets are amortized on a straight-line basis over the lesser of
their assessed useful lives or the contractual term of the CCA contract, with amortization included in the same financial statement line item in the Consolidated
Statements of Operations as the expense for fees in the associated CCA contract. As of December 31, 2024, CCA assets in-service have useful lives which
range from approximately one year to six years. As of December 31, 2024 and 2023, CCA assets consisted of capitalized implementation costs of $ 42.4 million
and $38.6 million, respectively and associated accumulated amortization of $ 28.6 million and $19.8 million, respectively. Changes in these assets are recorded
in Other assets within operating activities in the Consolidated Statements of Cash Flows.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, which include property, plant and equipment, lease right-of-use ("ROU") assets, and CCA assets are tested for recoverability only when
events or circumstances indicate the carrying value may not be recoverable. In these cases, the Company estimates the future undiscounted cash flows to be
derived from the asset or asset group to determine whether the asset or asset group is recoverable. If the carrying value of an asset or asset group exceeds
the estimated undiscounted future cash flows, an analysis is performed to estimate the fair value of the asset or asset group. An impairment is recorded if the
fair value of the asset or asset group is less than the carrying amount.
Impairment charges of long-lived assets, if any, are classified as SG&A expenses. During 2024, we tested certain long-lived assets for impairment at certain
underperforming retail locations. For the years ended December 31, 2024 and 2023, impairment charges from underperforming retail stores were not material.
DEFINITE-LIVED INTANGIBLE ASSETS
Intangible assets that are determined to have finite lives were amortized using the straight-line method over their estimated useful lives. Intangible assets
subject to amortization were fully amortized as of December 31, 2024.
INDEFINITE-LIVED INTANGIBLE ASSETS AND GOODWILL
The Company reviews and tests its indefinite-lived intangible assets and goodwill for impairment in the fourth quarter of each year and when events or changes
in circumstances indicate that it is more likely than not that the fair value of the asset or reporting unit is less than its
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 46

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Notes to Consolidated Financial Statements
carrying amount. The Company's intangible assets with indefinite lives consist of trademarks and trade names. In the impairment tests for trademarks and trade
names indefinite-lived intangibles, the Company compares the estimated fair value of each asset to its carrying amount. In the impairment test for goodwill, the
estimated fair value of the reporting unit is compared with the carrying amount of that reporting unit. For both indefinite-lived intangible assets and goodwill, if
the carrying amount exceeds its estimated fair value, the Company recognizes an impairment loss as the excess of carrying amount over the estimate of fair
value.
Impairment charges of goodwill and indefinite-lived intangible assets, if any, are classified as Impairment of goodwill and intangible assets  in the Consolidated
Statements of Operations.
LEASES
The Company leases, among other things, retail space, office space, warehouse facilities, storage space, vehicles, and equipment. Generally, the initial lease
terms are between 5 and 10 years. Certain lease agreements contain scheduled rent escalation clauses and others include rental payments adjusted
periodically depending on an index or rate. Certain retail space lease agreements provide for additional rents based on a percentage of annual sales in excess
of stipulated minimums ("percentage rent"). Certain lease agreements require the Company to pay real estate taxes, insurance, common area maintenance,
and other costs, collectively referred to as operating costs, in addition to base rent.
Certain lease agreements also contain lease incentives, such as tenant improvement allowances and rent holidays. Most leases include one or more options to
renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is generally at the Company's
sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a lease ROU asset and a lease liability at the
lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. Key
estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the
lease term and (3) lease payments.
Unpaid lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental
borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated
residual value or the amount of the lessor's deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount
rate for the lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an
amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses market-based rates
as an input to derive an appropriate incremental borrowing rate, adjusted for the lease term and the effect on that rate of designating specific collateral with a
value equal to the unpaid lease payments for that lease.
The Company's lease contracts may include options to extend the lease following the initial term or terminate the lease prior to the end of the initial term. In
most instances, at the commencement of the leases, the Company has determined that it is not reasonably certain to exercise either of these options;
accordingly, these options are generally not considered in determining the initial lease term. In instances where the Company exercises an option it had
previously determined it was not reasonably certain to exercise, the Company reassesses any remaining options in the contract that it is reasonably certain to
exercise in its measurement of the lease term.
For most lease agreements entered into or reassessed after the adoption of Accounting Standards Codification ("ASC") 842, the Company has elected the
practical expedient to account for the lease and non-lease components as a single lease component. Therefore, for those leases, the lease payments used to
measure the lease liability include all of the fixed consideration in the contract.
Variable lease payments associated with the Company's leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement
on which those payments are assessed. Variable lease payments are presented in the Company's Consolidated Statements of Operations in the same line item
as expense arising from fixed lease payments, which is generally within SG&A expenses.
Leases with an initial term of 12 months or less are considered short-term leases and not recorded on the Consolidated Balance Sheets. The Company
recognizes lease expense for short-term leases on a straight-line basis over the lease term.
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Notes to Consolidated Financial Statements
INCOME TAXES
Income taxes are based on amounts of taxes payable or refundable in the current year and on expected future tax consequences of events that are recognized
in the financial statements in different periods than they are recognized in tax returns. As a result of timing of recognition and measurement differences between
financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial statement income and taxable income
and between reported amounts of assets and liabilities in the Consolidated Balance Sheets and their respective tax bases. Deferred income tax assets and
liabilities reported in the Consolidated Balance Sheets reflect estimated future tax effects attributable to these temporary differences and to net operating loss
and net capital loss carryforwards, based on tax rates expected to be in effect for years in which the differences are expected to be settled or realized.
Realization of deferred tax assets is dependent on future taxable income in specific jurisdictions. Valuation allowances are used to reduce deferred tax assets to
amounts considered likely to be realized.
Accrued income taxes in the Consolidated Balance Sheets include unrecognized income tax benefits relating to uncertain tax positions, including related
interest and penalties, classified as current or non-current. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that
the tax position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. The tax benefits recognized in the
financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement with the relevant tax authority. In making this determination, the Company assumes that the taxing authority will examine the position and that it will
have full knowledge of all relevant information. Changes in the Company's assessment may result in the recognition of a tax benefit or an additional charge to
the tax provision in the period the assessment changes.
DERIVATIVES
The effective portion of changes in the fair value of outstanding cash flow hedges is recorded in Accumulated other comprehensive income (loss) until earnings
are affected by the hedged transaction, and any ineffective portion is included in earnings. In most cases, amounts recorded in Accumulated other
comprehensive income (loss) will be released to earnings after maturity of the related derivative. The Consolidated Statements of Operations classification of
results from effective hedges is the same as that of the underlying exposure. Results of hedges of product costs are recorded in Cost of sales when the
underlying hedged transactions affect earnings. Results of hedges of revenue are recorded in Net sales when the underlying hedged transactions affect
earnings. Unrealized derivative gains and losses, which are recorded in assets and liabilities, respectively, are non-cash items and therefore are taken into
account in the preparation of the Consolidated Statements of Cash Flows based on their respective balance sheet classifications.
FOREIGN CURRENCY TRANSLATION
For the Company's subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities have been translated into U.S. dollars using the exchange
rates in effect at period end, and the sales and expenses have been translated into U.S. dollars using average exchange rates in effect during the period. The
foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss)  in the Consolidated Balance Sheets.
REVENUE RECOGNITION
Revenues are recognized when the Company's performance obligations are satisfied as evidenced by transfer of control of promised goods to customers or
consumers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Within the
Company's wholesale channel, control generally transfers to the customer upon shipment to, or upon receipt by, the customer depending on the terms of sale
with the customer. Within the Company's direct-to-consumer ("DTC") channel, control generally transfers to the consumer at the time of sale within retail stores
and concession-based arrangements and generally upon shipment to the consumer with respect to e-commerce transactions.
The amount of consideration the Company expects to be entitled to receive and recognize as Net sales across both wholesale and DTC channels varies with
changes in sales returns, other accommodations and incentives offered. The Company estimates expected sales returns and other accommodations, such as
chargebacks and markdowns, and records a sales reserve to reduce Net sales. These estimates are based on historical rates of product returns and claims, as
well as events and circumstances that indicate changes to such historical rates are warranted. However, actual returns and claims in any future period are
inherently uncertain and thus may differ from estimates. As a result, the Company adjusts estimates of revenue at the earlier of when the most likely amount of
consideration the Company expects to receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims are
significantly different than the sales reserves established, the Company records an adjustment to Net sales in the period in which it made such determination.
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Notes to Consolidated Financial Statements
Licensing income, which is presented separately as  Net licensing income on the Consolidated Statements of Operations and represents less than 1% of total
revenue, is recognized over time based on the greater of contractual minimum royalty guarantees and actual, or estimated, sales of licensed products by the
Company's licensees.
The Company expenses sales commissions when incurred, which is generally at the time of sale, because the amortization period would have been one year or
less. These costs are recorded within SG&A expenses.
Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing
authorities.
Shipping and Handling Costs
Fees for shipping and handling activities which are billed to customers and consumers are recorded as Net Sales. The Company has elected to account for
shipping and handling activities that occur after a customer has obtained control of a good as fulfillment costs rather than an additional performance obligation.
Freight costs associated with the shipment of goods to customers and consumers, including freight costs associated with the transfer of inventory within the
Company's distribution network and to the Company's retail stores, are recorded as Cost of sales.
Shipping and handling costs also include costs associated with the handling of inventory and warehousing costs associated with the operation of the
Company's owned distribution centers and third-party logistics providers are recorded as SG&A expenses, and were $153.9 million, $183.2 million and $155.8
million for the years ended December 31, 2024, 2023 and 2022, respectively.
COST OF SALES
Cost of sales consists of all direct costs to source and purchase inventory, including product costs, freight, duties and other importation costs, as well as specific
provisions for excess, close-out or slow-moving inventory. In addition, certain products carry life-time or limited warranty provisions for defects in quality and
workmanship. Cost of sales includes a warranty reserve established for these provisions at the time of sale to cover estimated costs based on the Company's
history of warranty repairs and replacements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses consists of personnel-related costs, advertising, depreciation and amortization, occupancy, warehousing, and other selling and general
operating expenses related to the Company's business functions.
SHARE-BASED COMPENSATION
Share-based compensation cost is estimated at the grant date based on the award's fair value. For stock options, time-based restricted stock units, and market-
based restricted stock units, share-based compensation cost is recognized over the expected requisite service period using the straight-line attribution method.
For equity-classified market-based restricted stock units, the probability of achieving the related market condition is incorporated into the grant date fair value. If
targets are not met, no compensation cost will be reversed except in the case of award forfeitures. For performance-based restricted stock units, share-based
compensation cost is recognized based on the Company's assessment of the probability of achieving the related performance targets. If such targets are not
met, no compensation cost is recognized and any previously recognized compensation cost is reversed. The Company estimates forfeitures for share-based
awards granted, but which are not expected to vest.
ADVERTISING COSTS
Advertising costs, including marketing and demand creation spending, are expensed in the period incurred and are included in SG&A expenses. The Company
may reimburse its customers for certain marketing activities at the Company's discretion. The costs for such activities are recorded as advertising costs when
the Company has determined a payment is in exchange for a distinct good or service and approximates the fair value of the good or service received. Total
advertising expense was $198.7 million, $209.4 million and $205.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
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Notes to Consolidated Financial Statements
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"),
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements,
primarily through enhanced disclosures about significant expenses. The Company adopted ASU 2023-07 on a retrospective basis within this Annual Report on
Form 10-K. The adoption resulted in enhanced disclosures which can be found within Note 16 of these Consolidated Financial Statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes
amendments that further enhance income tax disclosures, primarily through disaggregation of specific rate reconciliation categories and income taxes paid by
jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and may be applied
prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on the Company’s disclosures.
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's
expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December
15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either
prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial
statements. The Company is currently evaluating the ASU to determine the impact on the Company's disclosures.
RECLASSIFICATIONS
Certain amounts in the prior-period financial statements have been reclassified to conform to the current period presentation. Non-cash lease expense is now
presented on its own line in the Company's Consolidated Statements of Cash Flows instead of combined with depreciation and amortization. Additionally, loss
on disposal or impairment of property, plant and equipment and right-of-use assets is now included in Other, net in the Company's Consolidated Statements of
Cash Flows.
NOTE 3 — REVENUES
DISAGGREGATED REVENUE
As disclosed below in Note 16, the Company has four geographic reportable segments: U.S., Latin America and Asia Pacific ("LAAP"), Europe, Middle East and
Africa ("EMEA"), and Canada.
The following tables disaggregate the Company's reportable segment Net sales by product category and channel, which the Company believes provides a
meaningful depiction of how the nature, timing and uncertainty of Net sales are affected by economic factors:
Year Ended December 31, 2024
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Product category net sales
Apparel, Accessories and Equipment
$
1,727,076 
$
437,325 
$
355,353 
$
167,420 
$
2,687,174 
Footwear
341,152 
123,381 
156,425 
60,450 
681,408 
Total
$
2,068,228 
$
560,706 
$
511,778 
$
227,870 
$
3,368,582 
Channel net sales
Wholesale
$
926,714 
$
283,751 
$
388,545 
$
135,348 
$
1,734,358 
Direct-to-consumer
1,141,514 
276,955 
123,233 
92,522 
1,634,224 
Total
$
2,068,228 
$
560,706 
$
511,778 
$
227,870 
$
3,368,582 
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Notes to Consolidated Financial Statements
Year Ended December 31, 2023
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Product category net sales
Apparel, Accessories and Equipment
$
1,783,205 
$
392,690 
$
319,468 
$
181,234 
$
2,676,597 
Footwear
458,232 
127,064 
149,769 
75,541 
810,606 
Total
$
2,241,437 
$
519,754 
$
469,237 
$
256,775 
$
3,487,203 
Channel net sales
Wholesale
$
1,082,197 
$
256,423 
$
373,583 
$
161,800 
$
1,874,003 
Direct-to-consumer
1,159,240 
263,331 
95,654 
94,975 
1,613,200 
Total
$
2,241,437 
$
519,754 
$
469,237 
$
256,775 
$
3,487,203 
Year Ended December 31, 2022
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Product category net sales
Apparel, Accessories and Equipment
$
1,829,389 
$
354,000 
$
303,731 
$
173,911 
$
2,661,031 
Footwear
472,857 
119,866 
134,823 
75,575 
803,121 
Total
$
2,302,246 
$
473,866 
$
438,554 
$
249,486 
$
3,464,152 
Channel net sales
Wholesale
$
1,114,337 
$
225,932 
$
364,598 
$
162,773 
$
1,867,640 
Direct-to-consumer
1,187,909 
247,934 
73,956 
86,713 
1,596,512 
Total
$
2,302,246 
$
473,866 
$
438,554 
$
249,486 
$
3,464,152 
PERFORMANCE OBLIGATIONS
For the years ended December 31, 2024, 2023, and 2022 Net sales recognized from performance obligations related to prior periods were not material. Net
sales expected to be recognized in any future period related to remaining performance obligations is not material.
CONTRACT BALANCES
As of December 31, 2024 and 2023, the Company did not have any contract assets and had an immaterial amount of contract liabilities included in Accrued
liabilities on the Consolidated Balance Sheets.
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Notes to Consolidated Financial Statements
NOTE 4 — PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
As of December 31,
(in thousands)
2024
2023
Land and improvements
$
32,862 
$
33,028 
Buildings and improvements
226,336 
226,510 
Machinery, software and equipment
405,909 
397,310 
Furniture and fixtures
127,366 
115,430 
Leasehold improvements
184,800 
176,731 
Construction in progress
15,420 
10,202 
992,693 
959,211 
Less accumulated depreciation
(709,785)
(671,930)
$
282,908 
$
287,281 
Depreciation expense for Property, plant and equipment, net  was $55.3 million, $56.4 million, and $53.1 million for the years ended December 31, 2024, 2023
and 2022, respectively.
NOTE 5 — INTANGIBLE ASSETS, NET AND GOODWILL
INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
As of December 31,
(in thousands)
2024
2023
Intangible assets with definite lives:
Patents and purchased technology
$
14,198 
$
14,198 
Customer relationships
23,000 
23,000 
Gross carrying amount
37,198 
37,198 
Accumulated amortization:
Patents and purchased technology
(14,198)
(14,198)
Customer relationships
(23,000)
(22,313)
Accumulated amortization
(37,198)
(36,511)
Net carrying amount
— 
687 
Intangible assets with indefinite lives
79,221 
79,221 
Intangible assets, net
$
79,221 
$
79,908 
Intangible assets subject to amortization were fully amortized as of December 31, 2024. Amortization expense for intangible assets subject to amortization was
$0.7 million for the year ended December 31, 2024 and $ 1.7 million for the years ended December 31, 2023 and 2022.
For the years ended December 31, 2024 and 2023, there was no impairment recorded for intangible assets with indefinite lives.  For the year ended December
31, 2022, an impairment charge of $18.7 million was recorded for the impairment of prAna's trademark and trade name (collectively, "trademark"). The
impairment of the prAna trademark was determined as part of the annual impairment test. The decline in
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Notes to Consolidated Financial Statements
estimated fair value from the fourth quarter 2021 impairment test reflected a decline in forecasted revenue, a lower estimated royalty rate, and a slightly higher
discount rate.
GOODWILL
The following table sets forth the changes in Goodwill.
(in thousands)
Balance as of December 31, 2022
Goodwill
$
73,208 
Accumulated impairment losses
(21,514)
Carrying value
51,694 
Impairment losses during 2023
(25,000)
Balance as of December 31, 2023
Goodwill
73,208 
Accumulated impairment losses
(46,514)
Carrying value
26,694 
Impairment losses during 2024
— 
Balance as of December 31, 2024
Goodwill
73,208 
Accumulated impairment losses
(46,514)
Carrying value
$
26,694 
Substantially all of the Company's goodwill is recorded in the U.S. segment.
For the year ended December 31, 2024, there was no impairment recorded for goodwill. For the years ended December 31, 2023 and 2022, an impairment
charge of $25.0 million and $16.9 million was recorded for the impairment of goodwill attributable to the prAna reporting unit, respectively. The impairment of the
goodwill attributable to the prAna reporting unit was determined as part of the annual impairment test. For the year ended December 31, 2023, the decline in
estimated fair value from the fourth quarter 2022 impairment test reflected an increase in the weighted-average cost of capital used in the discounted cash flow
model and lower operating income levels. For the year ended December 31, 2022, the decline in estimated fair value from the fourth quarter 2021 impairment
test reflected lower assumed revenue and operating income levels, while the weighted-average cost of capital used in the discounted cash flow model remained
relatively unchanged.
NOTE 6 — SHORT-TERM BORROWINGS AND CREDIT LINES
DOMESTIC CREDIT FACILITY
The Company has an unsecured, committed revolving credit facility (the “Credit Facility”) that provides for up to $ 500.0 million of borrowings, which is available
for working capital and general corporate purposes, including a sublimit for the issuance of letters of credit. The Credit Facility matures on July 12, 2027.
Interest, generally payable monthly, is based on the Company's option of either the secured overnight financing rate (“SOFR”) plus an applicable margin or a
base rate. Base rate is defined as the highest of the following, plus an applicable margin:
• the administrative agent's prime rate;
• the higher of the federal funds rate or overnight bank funding rate set by the Federal Reserve Bank of New York, plus 0.50%; or
• the one-month SOFR plus 1.00%.
The applicable margin for SOFR loans will range from 1.00% to 1.50% based on the Company’s funded debt ratio. The applicable margin for base rate loans
will range from 0.00% to 0.50% based on the Company’s funded debt ratio. A commitment fee ranging from 0.10% to 0.20% based on the Company's funded
debt ratio is paid quarterly on the average daily unused commitment amount of the Credit Facility.
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The agreement for the Credit Facility requires the Company to comply with a financial covenant to maintain a certain funded debt ratio. In addition, the
agreement includes customary covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional
indebtedness and liens, engage in mergers, acquisitions and dispositions, and engage in transactions with affiliates, as well as restrict the amount of certain
payments, including dividends and share buybacks in the event the Company's funded debt ratio is greater than a set amount.
As of December 31, 2024, the Company was in compliance with all associated covenants. As of December 31, 2024 and 2023, there was no balance
outstanding.
INTERNATIONAL CREDIT FACILITY
The Company's European subsidiary has available an unsecured, committed line of credit, which is guaranteed by the Company, and provides for borrowing up
to a maximum of €4.4 million (approximately US$4.6 million) as of December 31, 2024, with borrowings to accrue interest at a base rate plus 75 basis points. As
of December 31, 2024 and 2023 there was no balance outstanding.
NOTE 7 — ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
As of December 31,
(in thousands)
2024
2023
Sales reserves
$
96,857 
$
103,907 
Accrued salaries, bonus, and other benefits
84,270 
72,726 
Accrued import duties
15,151 
18,741 
Taxes other than income taxes payable
21,662 
18,706 
Product warranties
11,267 
11,620 
Other
44,123 
46,358 
$
273,330 
$
272,058 
A reconciliation of product warranties is as follows:
Year Ended December 31,
(in thousands)
2024
2023
2022
Balance at the beginning of the year
$
11,620 
$
13,810 
$
13,645 
Provision for warranty claims
2,132 
877 
3,627 
Warranty claims
(2,215)
(3,075)
(3,163)
Other
(270)
8 
(299)
Balance at the end of the year
$
11,267 
$
11,620 
$
13,810 
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Notes to Consolidated Financial Statements
NOTE 8 — LEASES
The components of lease cost consisted of the following:
Year Ended December 31,
(in thousands)
2024
2023
2022
Operating lease cost
$
93,653 
$
83,866 
$
76,650 
Variable lease cost
67,459 
65,376 
63,537 
Short term lease cost
10,972 
10,117 
5,775 
$
172,084 
$
159,359 
$
145,962 
The following table presents supplemental cash flow information related to leases:
Year Ended December 31,
(in thousands)
2024
2023
2022
Cash paid for amounts included in the measurement of operating lease liabilities
$
98,620 
$
85,793 
$
81,130 
Operating lease liabilities arising from obtaining lease ROU assets
$
128,605 
$
83,393 
$
51,976 
 Includes amounts added to the carrying amount of lease liabilities resulting from lease modifications and reassessments.
The following table presents supplemental balance sheet information related to leases:
As of December 31,
2024
2023
Weighted average remaining lease term
5.79 years
5.45 years
Weighted average discount rate
4.89 %
4.42 %
The following table presents the future maturities of operating lease liabilities as of December 31, 2024:
(in thousands)
2025
$
94,523 
2026
91,054 
2027
79,911 
2028
70,783 
2029
53,899 
Thereafter
133,955 
Total operating lease payments
524,125 
Less: imputed interest
(74,940)
Total operating lease liabilities
449,185 
Less: current operating lease liabilities
(75,857)
Non-current operating lease liabilities
$
373,328 
As of December 31, 2024, the Company has additional commitments for operating leases that have not yet commenced of $13.6 million. These leases will
commence in 2025 with lease terms of approximately one to ten years.
(1)
(1)
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NOTE 9 — INCOME TAXES
INCOME TAX PROVISION
Consolidated income from operations before income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2024
2023
2022
U.S. operations
$
83,120 
$
125,578 
$
243,695 
Foreign operations
215,067 
200,614 
153,715 
Income before income tax
$
298,187 
$
326,192 
$
397,410 
The components of the provision for income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2024
2023
2022
Current:
Federal
$
32,073 
$
39,939 
$
52,503 
State and local
8,394 
6,879 
11,191 
Non-U.S.
40,651 
33,109 
25,615 
81,118 
79,927 
89,309 
Deferred:
Federal
(11,925)
(5,492)
(13,248)
State and local
(1,258)
(1,589)
(710)
Non-U.S.
6,979 
1,946 
10,619 
(6,204)
(5,135)
(3,339)
Income tax expense
$
74,914 
$
74,792 
$
85,970 
The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the financial statements:
Year Ended December 31,
(percent of income before tax)
2024
2023
2022
Provision for federal income taxes at the statutory rate
21.0 %
21.0 %
21.0 %
State and local income taxes, net of federal benefit
1.9 
1.2 
1.6 
Non-U.S. income taxed at different rates
(0.5)
(1.4)
(0.4)
Valuation allowance
2.1 
— 
— 
Adjustment to deferred taxes
— 
— 
0.1 
Global intangible low-taxed income
— 
0.9 
0.1 
Research credits
(0.7)
(0.7)
(0.4)
Withholding taxes
0.4 
1.0 
0.2 
Excess tax benefits from share-based compensation plans
0.2 
0.1 
— 
Other
0.7 
0.8 
(0.6)
Actual provision for income taxes
25.1 %
22.9 %
21.6 %
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DEFERRED INCOME TAX BALANCES
Significant components of the Company's deferred taxes consisted of the following:
As of December 31,
(in thousands)
2024
2023
Deferred tax assets:
Accruals and allowances
$
37,436 
$
29,585 
Lease liabilities
114,079 
103,551 
Capitalized inventory costs
17,895 
20,589 
Sales reserves
16,648 
16,559 
Share-based compensation
10,682 
9,166 
Net operating loss carryforwards
2,550 
1,720 
Depreciation and amortization
10,473 
20,335 
Capitalized research and development expenditures
23,392 
17,008 
Tax credits
153 
860 
Other
3,153 
2,471 
Gross deferred tax assets
236,461 
221,844 
Valuation allowance
(10,670)
(7,141)
Net deferred tax assets
225,791 
214,703 
Deferred tax liabilities:
Depreciation and amortization
(3,149)
(879)
Prepaid expenses
(3,216)
(3,315)
Lease ROU assets
(100,475)
(90,756)
Deferred tax liability associated with future repatriations
(7,849)
(11,657)
Foreign currency
(7,209)
(2,588)
Gross deferred tax liabilities
(121,898)
(109,195)
Total net deferred taxes
$
103,893 
$
105,508 
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized.  In making such a determination, the
Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable
income, tax-planning strategies, and results of recent operations. The Company had foreign net operating loss carryforwards of $12.1 million as of December
31, 2024, of which $11.7 million have a 15-year carryforward period and $ 0.4 million have an unlimited carryforward period. As of December 31, 2024 and 2023,
the net operating losses result in deferred tax assets of $2.6 million and $1.7 million, respectively, and were subject to a valuation allowance of $ 2.5 million and
$0, respectively.
As of December 31, 2024, the Company had a foreign deferred tax asset of $10.7 million, which is subject to a valuation allowance of $8.2 million. As of
December 31, 2023, the Company had a foreign deferred tax asset of $9.4 million, which was subject to a valuation allowance of $7.0 million.
As of December 31, 2024, the Company had accumulated undistributed earnings generated by the Company's foreign subsidiaries of $ 295.5 million. These
earnings have already been subject to U.S. tax, so any further taxes associated with such earnings would generally be limited to foreign withholding and state
taxes. The Company has recorded a deferred tax liability for these, except in the jurisdictions where the Company intends to indefinitely reinvest the earnings.
UNRECOGNIZED TAX BENEFITS
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction
and various state and foreign jurisdictions. The Company is subject to examination by taxing authorities throughout the
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Notes to Consolidated Financial Statements
world, including major jurisdictions such as Canada, China, France, Japan, South Korea, Switzerland, and the U.S.. The Company has effectively settled
France tax examinations of all years through 2016, Canadian tax examinations of all years through 2018, China tax examinations of all years through 2018, U.S.
tax examinations of all years through 2018, Japanese tax examinations of all years through 2019, and Swiss tax examinations of all years through 2019. The
Korean National Tax Service concluded an audit of the Company's 2009 through 2013 corporate income tax returns in 2014, an audit of the Company's 2014
corporate income tax return in 2016, and an audit of 2016 through 2020 corporate income tax returns in 2022. Due to the nature of the findings in the 2009
through 2014 audits, the Company has invoked the Mutual Agreement Procedures outlined in the U.S.-Korean income tax treaty. The Company does not
anticipate that adjustments relative to these findings, or any other ongoing tax audits, will result in material impacts to its financial condition, results of operations
or cash flows. Other than the findings and audits previously noted, the Company is not currently under examination in any other major jurisdiction.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Year Ended December 31,
(in thousands)
2024
2023
2022
Balance at beginning of year
$
10,318 
$
10,177 
$
13,855 
Increases related to prior year tax positions
264 
578 
234 
Decreases related to prior year tax positions
(307)
— 
(1,646)
Increases related to current year tax positions
1,247 
1,376 
1,355 
Expiration of statute of limitations
(1,458)
(1,813)
(3,621)
Balance at end of year
$
10,064 
$
10,318 
$
10,177 
Due to the potential for resolution of income tax audits currently in progress, and the expiration of various statutes of limitation, it is reasonably possible that the
unrecognized tax benefits balance may change within the twelve months following December 31, 2024 by a range of zero to $1.7 million. Open tax years,
including those previously mentioned, contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the
amount, timing, or inclusion of revenue and expenses or the sustainability of income tax credits for a given examination cycle.
Unrecognized tax benefits of $8.8 million, $9.2 million and $9.2 million would affect the effective tax rate if recognized as of December 31, 2024, 2023 and 2022,
respectively.
The Company recognizes interest expense and penalties related to income tax matters in Income tax expense. The Company recognized a net increase of
interest and penalties of $0.8 million and $2.7 million in 2024 and 2023, respectively, and a net decrease of interest and penalties of $ 0.8 million in 2022, all of
which related to uncertain tax positions. The Company had $5.3 million and $4.5 million of accrued interest and penalties related to uncertain tax positions as of
December 31, 2024 and 2023, respectively.
NOTE 10 — RETIREMENT SAVINGS PLANS
401(K) PROFIT-SHARING PLAN
The Company has a 401(k) profit-sharing plan, which covers substantially all U.S. employees. Participation begins the first day of the quarter following
completion of 30 days of service. The Company, with approval of the Board of Directors, may elect to make discretionary matching or non-matching
contributions. Costs recognized for Company contributions to the plan were $14.9 million, $15.6 million and $13.3 million for the years ended December 31,
2024, 2023 and 2022, respectively.
DEFERRED COMPENSATION PLAN
The Company sponsors a nonqualified retirement savings plan for certain senior management employees whose contributions to the tax qualified 401(k) plan
would be limited by provisions of the Internal Revenue Code. This plan allows participants to defer receipt of a portion of their salary and incentive compensation
and to receive matching contributions for a portion of the deferred amounts. Costs recognized for Company matching contributions to the plan were immaterial
for the years ended December 31, 2024, 2023 and 2022. Participants earn a return on their deferred compensation based on investment earnings of participant-
selected investments. Deferred compensation, including accumulated earnings on the participant-directed investment selections, is distributable in cash at
participant-specified dates or upon retirement, death, disability, or termination of employment of the participant.
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The Company has purchased specific money market and mutual funds in the same amounts as the participant-directed investment selections underlying the
deferred compensation liabilities. These investment securities and earnings thereon, held in an irrevocable trust, are intended to provide a source of funds to
meet the deferred compensation obligations, subject to claims of creditors in the event of the Company's insolvency. Changes in the market value of the
participants' investment selections are recorded as an adjustment to the investments and as gains and losses in SG&A expenses. A corresponding adjustment
of an equal amount is made to the deferred compensation liabilities and compensation expense, which is included in SG&A expenses.
As of December 31, 2024 and 2023, the long-term portion of the liability to participants under this plan was  $30.5 million and $26.6 million, respectively, and was
recorded in Other long-term liabilities. As of December 31, 2024 and 2023, the current portion of the participant liability was $ 2.1 million and $1.2 million,
respectively, and was recorded in Accrued liabilities. As of December 31, 2024 and 2023, the fair value of the long-term portion of the investments related to
this plan was $30.5 million and $26.6 million, respectively, and was recorded in Other non-current assets. As of December 31, 2024 and 2023, the current
portion of the investments related to this plan was $2.1 million and $1.2 million, respectively, and was recorded in Short-term investments.
NOTE 11 — COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is involved in litigation and various legal matters arising in the normal course of business, including matters related to employment, retail,
intellectual property, contractual agreements, and various regulatory compliance activities. Management has considered facts related to legal and regulatory
matters and opinions of counsel handling these matters, and does not believe the ultimate resolution of these proceedings will have a material adverse effect on
the Company's financial position, results of operations or cash flows.
INDEMNITIES AND GUARANTEES
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make
payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company's customers and licensees in connection with the
use, sale or license of Company products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease,
(iii) indemnities to customers, vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company, (iv) executive
severance arrangements, and (v) indemnities involving the accuracy of representations and warranties in certain contracts. The duration of these indemnities,
commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for
any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these
indemnities, commitments and guarantees in the accompanying Consolidated Balance Sheets.
NOTE 12 — SHAREHOLDERS' EQUITY
Since the inception of the Company's stock repurchase plan in 2004 through December 31, 2024, the Company's Board of Directors has authorized the
repurchase of $2.6 billion of the Company's common stock, excluding excise tax. Shares of the Company's common stock may be purchased in the open
market or through privately negotiated transactions, subject to market conditions, and generally settle subsequent to the trade date. The repurchase program
does not obligate the Company to acquire any specific number of shares or to acquire shares over any specified period of time.
Under this program as of December 31, 2024, the Company had repurchased 38.0 million shares at an aggregate purchase price of $ 1,972.4 million and had
$627.6 million remaining available under the share repurchase program, excluding excise tax. During the years December 31, 2024 and 2023, the Company
repurchased an aggregate of $317.8 million and $184.0 million, respectively, of common stock under this program, excluding excise tax.
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NOTE 13 — SHARE-BASED COMPENSATION
At its Annual Meeting held on June 3, 2020, the Company’s shareholders approved the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), and the 2020
Plan became effective on that date following such approval. The 2020 Plan replaced the Company’s 1997 Stock Incentive Plan (the "Prior Plan”) and no new
awards will be granted under the Prior Plan. The terms and conditions of the awards granted under the Prior Plan will remain in effect with respect to awards
granted under the Prior Plan. The Company has reserved 3.0 million shares of common stock for issuance under the 2020 Plan, plus up to an aggregate of
1.5 million shares of the Company's common stock that were previously authorized and available for issuance under the Prior Plan. As of December 31, 2024,
2,223,759 shares were available for future grants under the 2020 Plan.
The Company's Stock Incentive Plan allows for grants of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, and
other share-based or cash-based awards to officers, executives, key employees and nonemployee members of the Company’s Board of Directors. The
Company uses original issuance shares to satisfy share-based payments.
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation expense, which is primarily recorded in SG&A expenses, consisted of the following:
Year Ended December 31,
(in thousands)
2024
2023
2022
Share-based compensation expense - equity awards
$
24,777 
$
23,051 
$
21,021 
Share-based compensation expense - liability awards
390 
— 
— 
Pre-tax share-based compensation expense
25,167 
23,051 
21,021 
Income tax benefits
(5,774)
(5,365)
(4,867)
Total share-based compensation expense, net of tax
$
19,393 
$
17,686 
$
16,154 
The Company realized a tax benefit for the deduction from share-based award transactions of $ 3.7 million, $3.9 million and $3.6 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
STOCK OPTIONS
Options to purchase the Company's common stock are granted at exercise prices equal to or greater than the fair market value of the Company's common stock
on the date of grant. Options generally vest and become exercisable ratably on an annual basis over a period of four years and expire ten years from the date of
the grant.
The fair value of stock options is determined using the Black-Scholes model. Key inputs and assumptions used in the model include the exercise price of the
award, the expected option term, the expected stock price volatility of the Company's stock over the option's expected term, the risk-free interest rate over the
option's expected term, and the Company's expected annual dividend yield. The option's expected term is derived from historical option exercise behavior and
the option's terms and conditions, which the Company believes provide a reasonable basis for estimating an expected term. The expected volatility is estimated
based on observations of the Company's historical volatility over the most recent term commensurate with the expected term. The risk-free interest rate is
based on the U.S. Treasury yield approximating the expected term. The dividend yield is based on the expected cash dividend payouts.
The weighted average assumptions for stock options granted and resulting fair value is as follows:
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Notes to Consolidated Financial Statements
Year Ended December 31,
2024
2023
2022
Expected option term
4.43 years
4.39 years
4.36 years
Expected stock price volatility
26.39%
27.37%
25.38%
Risk-free interest rate
4.34%
4.03%
1.72%
Expected annual dividend yield
1.45%
1.36%
1.26%
Weighted average grant date fair value per stock option granted
$20.86
$22.61
$18.33
The following table summarizes stock option activity under the Plan:
Number of 
Options
 Weighted 
 Average 
Exercise 
Price
Weighted Average
Remaining
Contractual Life
Aggregate
Intrinsic Value
(in thousands)
Outstanding as of December 31, 2023
2,280,014 
$
87.08 
Granted
156,277 
82.55 
Exercised
(94,391)
64.84 
Forfeited or expired
(195,252)
90.24 
Outstanding as of December 31, 2024
2,146,648 
$
87.44 
6.16 $
5,925 
Vested and expected to vest as of December 31, 2024
2,104,270 
$
87.46 
6.11 $
5,886 
Exercisable as of December 31, 2024
1,434,401 
$
87.07 
5.30 $
5,475 
The aggregate intrinsic value above represents pre-tax intrinsic value that would have been realized if all options had been exercised on the last business day of the period indicated, based
on the Company's closing stock price on that day.
Stock option compensation expense net of estimated forfeitures, was $6.4 million, $8.2 million and $7.8 million for the years ended December 31, 2024, 2023
and 2022, respectively. As of December 31, 2024, unrecognized costs related to outstanding stock options was net of estimated forfeitures and totaled $8.9
million, before any related tax benefit. These unrecognized costs related to stock options are expected to be recognized over a weighted average period of 1.88
years. The aggregate intrinsic value of stock options exercised was $1.8 million, $3.0 million and $3.4 million for the years ended December 31, 2024, 2023 and
2022, respectively. The total cash received as a result of stock option exercises was $6.1 million, $7.4 million and $6.6 million for the years ended December 31,
2024, 2023 and 2022, respectively.
RESTRICTED STOCK UNITS
Time-Based Restricted Stock Units
The Company has historically disclosed its Restricted Stock Units footnote on an aggregated basis to include both time and performance-based restricted stock
units. The Company’s performance-based restricted stock units, representing 23,374 outstanding shares as of December 31, 2023, and the corresponding
weighted average grant date fair value assumptions, compensation expense recognized, and total fair value of shares vested have been disclosed separately
between time and performance-based restricted stock units for all related periods presented to conform to current year presentation.
Time-based restricted stock units (“time-based RSUs”) are granted at no cost to officers, executives, key employees, and nonemployee members of the
Company’s Board of Directors and generally vest over a period of four years. Time-based RSUs granted to nonemployee members of the Company’s Board of
Directors vest over a period of one year. Time-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation
Committee of the Board of Directors, and are based on continued service. Dividend equivalents do not accrue on time-based RSUs.
The fair value of time-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of
dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's
expected annual dividend yield.
(1)
(1) 
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The weighted average assumptions for time-based RSUs granted and resulting fair value is as follows:
Year Ended December 31,
2024
2023
2022
Vesting period
3.82 years
3.78 years
3.76 years
Expected annual dividend yield
1.45%
1.39%
1.30%
Weighted average grant date fair value per time-based RSU granted
$78.26
$82.37
$85.25
The following table summarizes the time-based RSU activity under the Plan:
Number of
Shares
Weighted Average
Grant Date Fair
Value
Outstanding as of December 31, 2023
455,641 
$
84.77 
Granted
369,353 
78.26 
Vested
(177,341)
84.25 
Forfeited
(61,637)
81.85 
Outstanding as of December 31, 2024
586,016 
$
81.13 
 The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended
December 31, 2024, the Company withheld 59,877 to satisfy $4.9 million of employees' tax obligations for time-based RSUs.
Time-based RSU compensation expense, net of estimated forfeitures, was $ 17.2 million, $14.3 million and $12.7 million for the years ended December 31,
2024, 2023 and 2022, respectively. As of December 31, 2024, unrecognized costs related to time-based RSUs was net of estimated forfeitures and totaled
$30.5 million, before any related tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average
period of 2.44 years. The total fair value of shares vested for time-based RSUs was $ 14.4 million, $13.1 million and $12.1 million during the years ended
December 31, 2024, 2023 and 2022, respectively, computed as of the date of vesting.
Performance-Based Restricted Stock Units
Performance-based restricted stock units (“performance-based RSUs”) are granted at no cost to certain members of the Company's executive team, excluding
the Chief Executive Officer, and are subject to performance and time-based vesting conditions. The number of shares earned by participants, if any, is based on
the achievement of the multi-year financial performance targets set by the Talent and Compensation Committee of the Board of Directors and, for some awards,
the Company’s financial performance relative to certain comparator companies. The number of performance-based RSUs earned may be adjusted upward or
downward, resulting in a minimum and maximum payout of 0% and 200%, respectively, based on actual performance.
Performance-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors,
and are based on continued service and Company performance over a period of approximately two to three years. Dividend equivalents do not accrue on
performance-based RSUs.
The grant date fair value of performance-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by
the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period
and the Company's expected annual dividend yield.
The weighted average assumptions for performance-based RSUs granted and resulting fair value is as follows:
(1)
(1)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 62

Table of Contents
Notes to Consolidated Financial Statements
Year Ended December 31,
2024
2023
2022
Vesting period
2.82 years
2.99 years
2.87 years
Expected annual dividend yield
1.50%
1.36%
1.35%
Weighted average grant date fair value per performance-based RSU granted
$76.54
$84.77
$85.64
The following table summarizes the performance-based RSU activity under the Plan:
Number of Shares
Weighted Average
Grant Date Fair
Value
Outstanding as of December 31, 2023
23,374 
$
85.18 
Granted
30,533 
76.54 
Vested
— 
— 
Forfeited
(2,028)
83.73 
Outstanding as of December 31, 2024
51,879 
$
80.15 
(1) Reflects activity at target level of awards and has not been adjusted for performance conditions, except for awards that vested during the period.
(2) The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended
December 31, 2024, the Company did not withhold any shares to satisfy employees' tax obligations since no awards vested.
Performance-based RSU compensation expense, net of estimated forfeitures, was $ 0.6 million, $0.5 million and $0.5 million for the years ended December 31,
2024, 2023 and 2022, respectively. As of December 31, 2024 unrecognized costs related to performance-based RSUs, which are net of estimated forfeitures
and reflect achievement of performance forecasted as of the balance sheet date, totaled $0.9 million, before any related tax benefit. These unrecognized costs
as of December 31, 2024 are expected to be recognized over a weighted average period of 1.46 years. No shares vested for performance-based RSUs during
the year ended December 31, 2024. The total fair value of shares vested for performance-based RSUs was $0.6 million and $0.3 million during the years ended
December 31, 2023 and 2022, respectively, computed as of the date of vesting.
Market-Based Restricted Stock Units
Market-based restricted stock units (“market-based RSUs”) are granted at no cost to certain members of the Company's executive team, excluding the Chief
Executive Officer, and are subject to market and time-based vesting conditions. Market-based RSUs vest in accordance with the terms and conditions
established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and relative total shareholder return of
the Company against a comparator group over a period of approximately three years. The number of market-based RSUs earned may be adjusted upward or
downward, resulting in a minimum and maximum payout of 0% and 200%, respectively, based on actual performance. Dividend equivalents do not accrue on
market-based RSUs.
The grant date fair value of market-based RSUs is determined using a Monte Carlo model that simulates a distribution of stock prices for the Company and
comparator companies throughout the performance period. Assumptions incorporated into the grant date fair value include the vesting period, expected annual
dividend yield, volatility, and correlation coefficients.
The weighted average assumptions for market-based RSUs granted and resulting fair value is as follows:
Year Ended December 31,
2024
2023
2022
Vesting period
2.82 years
0 years
0 years
Weighted average grant date fair value per market-based RSU granted
$89.25
$—
$—
The following table summarizes the market-based RSU activity under the Plan:
(1)
(2)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 63

Table of Contents
Notes to Consolidated Financial Statements
Number of Shares
Weighted Average
Grant Date Fair
Value
Outstanding as of December 31, 2023
— 
$
— 
Granted
26,613 
89.25 
Vested
— 
— 
Forfeited
(340)
89.25 
Outstanding as of December 31, 2024
26,273 
$
89.25 
(1) Reflects activity at target level of awards and has not been adjusted for market conditions, except for awards that vested during the period.
(2) The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended
December 31, 2024, the Company did not withhold any shares to satisfy employees' tax obligations since no awards vested.
Market-based RSU compensation expense, net of estimated forfeitures, was $ 0.6 million, $0 and $0 for the years ended December 31, 2024, 2023 and 2022,
respectively. As of December 31, 2024, unrecognized costs, net of estimated forfeitures, related to market-based RSUs totaled $1.5 million, before any related
tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2 years. No market-based
RSUs were outstanding during the years ended December 31, 2023 or 2022, and no shares vested for market-based RSUs during the years ended December
31, 2024, 2023 and 2022.
Market-Based Long-Term Cash Award
In 2024 the Company issued a long-term cash award to its Chief Executive Officer with a target value of $ 1.2 million that includes both a market and time-based
vesting condition. The market-based long-term cash award is liability classified and vests in accordance with the terms and conditions established by the Talent
and Compensation Committee of the Board of Directors, and is based on continued service and relative total shareholder return of the Company against a
comparator group over a period of approximately three years. The amount of the long-term cash award earned may be adjusted upward or downward, resulting
in a minimum and maximum payout of 0% and 200%, respectively, based on actual performance.
The fair value of the market-based long-term cash award was determined using a Monte Carlo model that simulates a distribution of stock prices for the
Company and comparator companies throughout the performance period. Compensation expense recognized for the year ended December 31, 2024 was $0.4
million. Fair value of the award as of December 31, 2024 was $1.3 million and the Company had unrecognized compensation costs of $ 0.9 million. These
unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2 years.
(1)
(2)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 64

Table of Contents
Notes to Consolidated Financial Statements
NOTE 14 — EARNINGS PER SHARE
Earnings per share ("EPS") is presented on both a basic and diluted basis. Basic EPS is based on the weighted average number of common shares
outstanding. Diluted EPS reflects the potential dilution that could occur if outstanding securities or other contracts to issue common stock were exercised or
converted into common stock.
A reconciliation of the common shares used in the denominator for computing basic and diluted EPS is as follows:
Year Ended December 31,
(in thousands, except per share amounts)
2024
2023
2022
Weighted average common shares outstanding, used in computing basic earnings per
share
58,333 
61,232 
62,754 
Effect of dilutive stock options and restricted stock units
169 
192 
216 
Weighted average common shares outstanding, used in computing diluted earnings per
share
58,502 
61,424 
62,970 
Earnings per share:
Basic
$
3.83 
$
4.11 
$
4.96 
Diluted
$
3.82 
$
4.09 
$
4.95 
Weighted average common shares excluded
1,932 
1,996 
1,735 
 Common stock related to stock options, time-based restricted stock units, market-based restricted stock units, and performance-based restricted stock units were outstanding but were
excluded from the computation of diluted EPS because their effect would be anti-dilutive under the treasury stock method or because the shares were subject to performance conditions that
had not been met.
 (1)
(1)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 65

Table of Contents
Notes to Consolidated Financial Statements
NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss)  on the Consolidated Balance Sheets is net of applicable taxes, and consists of unrealized gains and losses on
available-for-sale securities, unrealized gains and losses on certain derivative transactions and foreign currency translation adjustments.
The following tables set forth the changes in Accumulated other comprehensive income (loss) :
(in thousands)
Available-for-sale
securities
Derivative
transactions
Foreign currency
 translation 
adjustments
Total
Balance as of December 31, 2021
$
— 
$
9,914 
$
(14,290)
$
(4,376)
Other comprehensive income (loss) before reclassifications
(451)
20,724 
(38,137)
(17,864)
Amounts reclassified from accumulated other comprehensive income
(loss) 
451 
(8,848)
— 
(8,397)
Net other comprehensive income (loss)
— 
11,876 
(38,137)
(26,261)
Balance as of December 31, 2022
— 
21,790 
(52,427)
(30,637)
Other comprehensive income (loss) before reclassifications
145 
(849)
2,757 
2,053 
Amounts reclassified from accumulated other comprehensive income
(loss) 
— 
(17,252)
— 
(17,252)
Net other comprehensive income (loss)
145 
(18,101)
2,757 
(15,199)
Balance as of December 31, 2023
145 
3,689 
(49,670)
(45,836)
Other comprehensive income (loss) before reclassifications
84 
31,252 
(37,030)
(5,694)
Amounts reclassified from accumulated other comprehensive income
(loss) 
(145)
(11,547)
— 
(11,692)
Net other comprehensive income (loss)
(61)
19,705 
(37,030)
(17,386)
Balance as of December 31, 2024
$
84 
$
23,394 
$
(86,700)
$
(63,222)
 Amounts reclassified are recorded in Net sales, Cost of sales, or Other non-operating income (expense), net on the Consolidated Statements of Operations. Refer to Note 17 for further
information regarding reclassifications.
NOTE 16 — SEGMENT INFORMATION
The Company defines its operating segments on the basis of the way in which internally reported financial information is regularly reviewed by the chief
operating decision maker ("CODM") to analyze performance, make decisions, and allocate resources. The Company aggregates its operating segments with
similar economic and operating characteristics into four reportable segments: U.S., LAAP, EMEA, and Canada. These reportable segments are organized by
geographic location. Each geographic segment operates predominantly in one industry: the design, development, marketing, and distribution of outdoor, active
and lifestyle products, including apparel, footwear, accessories, and equipment.
The Company’s CODM is the Company’s president and chief executive officer. The Company’s CODM assesses the segments’ performance by using each
segment's operating income.
The CODM uses each segment's operating income to allocate resources predominantly in the annual budget and forecasting process. The CODM considers
plan-to-actual variances on a quarterly basis for the segment operating income profit measure when making decisions about the allocation of operating and
capital resources to each segment. The CODM also uses this profit measure to assess the performance of each segment by comparing the results of each
segment with one another, and in the overall strategic planning for each segment.
Intersegment net sales and intersegment profits, which are recorded at a negotiated mark-up and eliminated in consolidation, are not material. Unallocated
corporate expenses consist of expenses incurred by centrally-managed departmental functions, including information technology, certain supply chain functions,
finance, human resources and legal, as well as executive compensation, unallocated benefit program expense, and other miscellaneous costs.
(1)
(1)
(1)
(1)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 66

Table of Contents
Notes to Consolidated Financial Statements
The following tables present segment financial information for the Company's reportable segments for the years ended December 31, 2024, 2023, and 2022:
Year Ended December 31, 2024
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$
2,068,228 
$
560,706 
$
511,778 
$
227,870 
$
3,368,582 
Cost of sales
1,051,855 
247,506 
264,434 
113,702 
1,677,497 
Segment selling, general and administrative expenses
577,295 
207,248 
126,121 
49,187 
959,851 
Other segment items
82,356 
28,944 
17,737 
17,184 
146,221 
Segment operating income
356,722 
77,008 
103,486 
47,797 
585,013 
Reconciliation to income before income tax:
Unallocated corporate expenses
314,272 
Operating income
270,741 
Interest income, net
27,703 
Other non-operating expense
(257)
Income before income tax
$
298,187 
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing
income directly attributable to each of the reportable segments.
Year Ended December 31, 2023
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$
2,241,437 $
519,754 $
469,237 $
256,775 $
3,487,203 
Cost of sales
1,150,610 
227,304 
244,570 
134,787 
1,757,271 
Segment selling, general and administrative expenses
591,748 
200,939 
110,702 
49,050 
952,439 
Other segment items
83,348 
29,687 
15,022 
17,339 
145,396 
Segment operating income
415,731 
61,824 
98,943 
55,599 
632,097 
Reconciliation to income before income tax:
Unallocated corporate expenses
321,813 
Operating income
310,284 
nterest income, net
13,687 
Other non-operating income
2,221 
ncome before income tax
$
326,192 
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing
income directly attributable to each of the reportable segments.
(a)
(a)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 67

Table of Contents
Notes to Consolidated Financial Statements
Year Ended December 31, 2022
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$
2,302,246 
$
473,866 
$
438,554 
$
249,486 
$
3,464,152 
Cost of sales
1,165,429 
208,803 
244,747 
134,095 
1,753,074 
Segment selling, general and administrative expenses
537,044 
192,315 
98,477 
43,559 
871,395 
Other segment items
79,961 
25,723 
15,138 
18,875 
139,697 
Segment operating income
519,812 
47,025 
80,192 
52,957 
699,986 
Reconciliation to income before income tax:
Unallocated corporate expenses
306,882 
Operating income
393,104 
Interest income, net
2,713 
Other non-operating income
1,593 
Income before income tax
$
397,410 
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing
income directly attributable to each of the reportable segments.
The following table presents segment depreciation and amortization expense information for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31,
(in thousands)
2024
2023
2022
Depreciation and amortization expense:
U.S.
$
22,907 
$
21,429 
$
20,428 
LAAP
5,885 
5,440 
4,984 
EMEA
4,040 
3,545 
3,066 
Canada
2,913 
2,616 
2,461 
Unallocated corporate expense
20,199 
25,033 
23,813 
$
55,944 
$
58,063 
$
54,752 
The following table presents segment asset information, as well as long-lived asset information by geographic area as of December 31, 2024 and 2023. The
Company has historically limited its disclosure of entity-wide information about geographic areas to property, plant, and equipment, net. In connection with the
preparation of its 2024 disclosure, the Company expanded its disclosure to include lease ROU assets and CCA assets. Accordingly, the entity-wide information
about geographic areas in the table below has been revised from the amount previously reported for 2023 to include lease ROU assets and CCA assets.
(a)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 68

Table of Contents
Notes to Consolidated Financial Statements
 As of December 31,
(in thousands)
2024
2023
Inventories:
U.S.
$
450,014 
$
487,860 
LAAP
108,818 
106,785 
EMEA
79,710 
89,303 
Canada
51,973 
62,340 
Total segment assets
690,515 
746,288 
All other assets
2,284,750 
2,192,725 
Total assets
$
2,975,265 
$
2,939,013 
Long-lived assets, net:
U.S.
$
545,401 
$
540,534 
All other countries
150,995 
122,878 
$
696,396 
$
663,412 
CONCENTRATIONS
No single customer accounted for 10% or more of Net sales for any of the years ended December 31, 2024, 2023 or 2022.
NOTE 17 — FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
In the normal course of business, the Company's financial position, results of operations and cash flows are routinely subject to a variety of risks. These risks
include risks associated with financial markets, primarily currency exchange rate risk and, to a lesser extent, interest rate risk and equity market risk. The
Company regularly assesses these risks and has established policies and business practices designed to mitigate them. The Company does not engage in
speculative trading in any financial market.
The Company actively manages the risk of changes in functional currency equivalent cash flows resulting from anticipated non-functional currency denominated
purchases and sales. Subsidiaries that use European euros, Canadian dollars, Japanese yen, Chinese renminbi, or Korean won as their functional currency are
primarily exposed to changes in functional currency equivalent cash flows from anticipated U.S. dollar inventory purchases. Subsidiaries that use U.S. dollars
and euros as their functional currency also have non-functional currency denominated sales for which the Company hedges the Canadian dollar and British
pound sterling. The Company seeks to manage these risks by using currency forward contracts formally designated and effective as cash flow hedges. Hedge
effectiveness is generally determined by evaluating the ability of a hedging instrument's cumulative change in fair value to offset the cumulative change in the
present value of expected cash flows on the underlying exposures. Time value components ("forward points") for forward contracts are included in the fair value
of the cash flow hedge. These costs or benefits are included in Accumulated other comprehensive income (loss)  until the underlying hedged transaction is
recognized in either Net sales or Cost of sales, at which time, the forward points will also be recognized as a component of Net income.
The Company also uses currency forward contracts not formally designated as hedges to manage the consolidated currency exchange rate risk associated with
the remeasurement of non-functional currency denominated monetary assets and liabilities by subsidiaries that use U.S. dollars, euros, Canadian dollars, yen,
renminbi, or won as their functional currency. Non-functional currency denominated monetary assets and liabilities consists of cash and cash equivalents, short-
term investments, receivables, payables, deferred income taxes, and intercompany loans and dividends. The gains and losses generated on these currency
forward contracts not formally designated as hedges are expected to be largely offset in Other non-operating income (expense), net by the gains and losses
generated from the remeasurement of the non-functional currency denominated monetary assets and liabilities.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 69

Table of Contents
Notes to Consolidated Financial Statements
The following table presents the gross notional amount of outstanding derivative instruments:
 As of December 31,
(in thousands)
2024
2023
Derivative instruments designated as cash flow hedges:
Currency forward contracts
$
550,591 
$
634,676 
Derivative instruments not designated as hedges:
Currency forward contracts
$
263,103 
$
342,532 
As of December 31, 2024, $18.9 million of deferred net gains on both outstanding and matured derivatives recorded in Accumulated other comprehensive
income (loss) are expected to be reclassified to Net income during the next twelve months as a result of underlying hedged transactions also being recorded in
Net sales or Cost of sales in the Consolidated Statements of Operations. When outstanding derivative contracts mature, actual amounts ultimately reclassified
to Net sales or Cost of sales in the Consolidated Statements of Operations are dependent on U.S. dollar exchange rates in effect against the euro, renminbi,
Canadian dollar, won, and yen as well as the euro exchange rate in effect against the pound sterling.
As of December 31, 2024, the Company's derivative contracts had a remaining maturity of less than 3 years. The maximum net exposure to any single
counterparty, which is generally limited to the aggregate unrealized gain of all contracts with that counterparty, was $11.8 million as of December 31, 2024. All of
the Company's derivative counterparties have credit ratings that are investment grade or higher. The Company is a party to master netting arrangements that
contain features that allow counterparties to net settle amounts arising from multiple separate derivative transactions or net settle in the case of certain
triggering events such as a bankruptcy or major default of one of the counterparties to the transaction. The Company has not pledged assets or posted
collateral as a requirement for entering into or maintaining derivative positions.
The following table presents the balance sheet classification and fair value of derivative instruments:
 As of December 31,
(in thousands)
Balance Sheet Classification
2024
2023
Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts
Prepaid expenses and other current
assets
$
20,890 
$
7,367 
Currency forward contracts
Other non-current assets
$
9,137 
$
961 
Derivative instruments in liability positions:
Currency forward contracts
Accrued liabilities
$
853 
$
4,121 
Currency forward contracts
Other long-term liabilities
$
13 
$
2,629 
Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts
Prepaid expenses and other current
assets
$
3,739 
$
2,833 
Derivative instruments in liability positions:
Currency forward contracts
Accrued liabilities
$
872 
$
2,269 
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 70

The following table presents the statement of operations effect and classification of derivative  instruments:
Statement Of 
Operations 
Classification
Year Ended December 31,
(in thousands)
2024
2023
2022
Currency forward contracts:
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in other comprehensive income, net of tax
—
$
31,252 
$
(849) $
20,724 
Gain (loss) reclassified from accumulated other comprehensive
income to income for the effective portion
Net sales
$
(1,655) $
60 
$
(146)
Gain reclassified from accumulated other comprehensive income to
income for the effective portion
Cost of sales
$
17,688 
$
23,307 
$
12,100 
Gain reclassified from accumulated other comprehensive income to
income as a result of cash flow hedge discontinuance
Other non-operating income
(expense), net
$
130 
$
521 
$
320 
Derivative instruments not designated as cash flow hedges:
Gain (loss) recognized in income
Other non-operating income
(expense), net
$
5,824 
$
(1,822) $
(1,955)
NOTE 18 — FAIR VALUE MEASURES
Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount
that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants, under a three-tier fair value
hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1
—
observable inputs such as quoted prices for identical assets or liabilities in active liquid markets;
Level 2
—
inputs, other than the quoted market prices in active markets, that are observable, either directly or indirectly; or observable market
prices in markets with insufficient volume or infrequent transactions; and
Level 3
—
unobservable inputs for which there is little or no market data available, that require the reporting entity to develop its own
assumptions.
The Company's assets and liabilities measured at fair value are categorized as Level 1 or Level 2 instruments. Level 1 instrument valuations are obtained from
real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from inputs, other than
quoted market prices in active markets, that are directly or indirectly observable in the marketplace and quoted prices in markets with limited volume or
infrequent transactions.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 71

Table of Contents
Notes to Consolidated Financial Statements
Assets and liabilities measured at fair value on a recurring basis are as follows:
As of December 31, 2024
(in thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds
$
160,743 
$
— 
$
— 
$
160,743 
U.S. government treasury bills
— 
84,622 
— 
84,622 
Time deposits 
— 
22,306 
— 
22,306 
Short-term investments:
Available-for-sale short-term investments: 
U.S. government treasury bills
— 
281,499 
— 
281,499 
Other short-term investments:
Money market funds
384 
— 
— 
384 
Mutual fund shares
1,725 
— 
— 
1,725 
Prepaid expenses and other current assets:
Derivative financial instruments
— 
24,629 
— 
24,629 
Other non-current assets:
Money market funds
1,263 
— 
— 
1,263 
Mutual fund shares
29,225 
— 
— 
29,225 
Derivative financial instruments
— 
9,137 
— 
9,137 
Total assets measured at fair value
$
193,340 
$
422,193 
$
— 
$
615,533 
Liabilities:
Accrued liabilities:
Derivative financial instruments
$
— 
$
1,725 
$
— 
$
1,725 
Other long-term liabilities:
Derivative financial instruments
— 
13 
— 
13 
Total liabilities measured at fair value
$
— 
$
1,738 
$
— 
$
1,738 
Time deposits are carried at amortized cost on the Consolidated Balance Sheets, which reasonably approximates fair value.
Available-for-sale short-term investments have remaining maturities of less than one year.
(1)
(2)
(1) 
(2) 
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 72

Table of Contents
Notes to Consolidated Financial Statements
Assets and liabilities measured at fair value on a recurring basis are as follows:
As of December 31, 2023
(in thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds
$
75,758 
$
— 
$
— 
$
75,758 
U.S. government treasury bills
— 
9,977 
— 
9,977 
Time deposits 
— 
40,876 
— 
40,876 
Short-term investments:
Available-for-sale short-term investments: 
U.S. government treasury bills
— 
412,987 
— 
412,987 
Other short-term investments:
Money market funds
314 
— 
— 
314 
Mutual fund shares
884 
— 
— 
884 
Prepaid expenses and other current assets:
Derivative financial instruments
— 
10,200 
— 
10,200 
Other non-current assets:
Money market funds
1,796 
— 
— 
1,796 
Mutual fund shares
24,808 
— 
— 
24,808 
Derivative financial instruments
— 
961 
— 
961 
Total assets measured at fair value
$
103,560 
$
475,001 
$
— 
$
578,561 
Liabilities:
Accrued liabilities:
Derivative financial instruments
$
— 
$
6,390 
$
— 
$
6,390 
Other long-term liabilities:
Derivative financial instruments
— 
2,629 
— 
2,629 
Total liabilities measured at fair value
$
— 
$
9,019 
$
— 
$
9,019 
Time deposits are carried at amortized cost on the Consolidated Balance Sheets, which reasonably approximates fair value.
Available-for-sale short-term investments have remaining maturities of less than one year.
NON-RECURRING FAIR VALUE MEASUREMENTS
The Company measured the fair value of certain trademark indefinite-lived intangible assets and goodwill as part of impairment testing for the year ended
December 31, 2024 and 2023. The inputs used to measure the fair value of these assets are primarily significant unobservable inputs and, as such, considered
Level 3 fair value measurements. Refer to Note 5 in Part II, Item 8 in the Annual Report on Form 10-K for further discussion.
NOTE 19 — SUPPLY CHAIN FINANCING
In the third quarter of 2024, the Company began to offer a voluntary supply chain financing (“SCF”) program facilitated through a third-party service provider.
Under the program, participating suppliers may, at their sole discretion, elect to receive payment from a select number of third-party financial institutions for one
or more of the Company’s valid payment obligations prior to their scheduled due dates. The Company is not a party to the agreements between the participating
financial institutions and the suppliers in connection with the program. The Company’s payment terms, including the timing and amount of payments, are based
on the original supplier invoices, irrespective of whether a supplier participates in the program. The Company does not have an economic interest in a supplier’s
decision to participate in the program and has not pledged any assets as security or provided any guarantees as part of the program.
(1)
(2)
(1) 
(2) 
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 73

Table of Contents
Notes to Consolidated Financial Statements
The Company’s outstanding payables under the SCF program were recorded within Accounts payable on the Consolidated Balance Sheets. Changes in the
amount of outstanding payables under the SCF program were as follows:
Year ended December 31,
(in thousands)
2024
Confirmed obligations outstanding as of July 1
$
— 
Invoices confirmed during the year
340,143 
Confirmed invoices paid during the year
(258,855)
Confirmed obligations outstanding as of December 31
$
81,288 
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") as of the end of the period covered by this report. These disclosure controls and procedures require information to be disclosed in our Exchange Act
reports to be (1) recorded, processed, summarized, and reported in a timely manner and (2) accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer.
Based on our evaluation, we, including our Chief Executive Officer and Chief Financial Officer, have concluded that as of December 31, 2024 our disclosure
controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to
disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we have assessed the
effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) . Based on our assessment, we,
including our Chief Executive Officer and Chief Financial Officer, have concluded our internal control over financial reporting is effective as of December 31,
2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in its report, which is included in Part II, Item 8 in this Annual Report on Form 10-K.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
ITEM 9B.
Other Information
Securities Trading Plans
On November 4, 2024, Sabrina L. Simmons, a director, adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the
"Plan"). The Plan calls for the disposition of up to 968 restricted stock units (the "Award"). The Plan will expire on the earlier of (a) May 9, 2025, (b) the first date
on which all trades have been executed or all trading orders have expired, or (c) as soon as practicable following the date of any written notices resulting in plan
termination.
No other "Rule 10b5-1 trading arrangements" or “non-Rule 10b5-1 trading arrangements” (as each term is defined by Regulation S-K Item 408(a)) were entered
into or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the fourth quarter of 2024.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 75

Table of Contents
PART III
ITEM 10.
DIRECTORS, EXECUTIVES OFFICERS AND CORPORATE GOVERNANCE
The sections of our 2025 Proxy Statement entitled "PROPOSAL 1: ELECTION OF DIRECTORS," "CORPORATE GOVERNANCE - Oversight Documents -
Code of Business Conduct and Ethics," and "CORPORATE GOVERNANCE - Board Structure - Committees" are incorporated herein by reference. 
Information regarding our executive officers is included in Part I under "Information About Our Executive Officers" of this Annual Report on Form 10-K.
We have adopted insider trading policies and procedures governing the purchase, sale, and/or other distributions of securities of the Company by directors,
officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable
NASDAQ Global Select Market listing standards. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is
qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K.
ITEM 11.
EXECUTIVE COMPENSATION
The sections of our 2025 Proxy Statement entitled "EXECUTIVE COMPENSATION," "DIRECTOR COMPENSATION," "CORPORATE GOVERNANCE - Board
Structure - Committees - Talent and Compensation Committee - Compensation Committee Interlocks and Insider Participation" and "COMPENSATION
COMMITTEE REPORT" are incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The sections of our 2025 Proxy Statement entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "EQUITY
COMPENSATION PLAN INFORMATION" are incorporated herein by reference.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The sections of our 2025 Proxy Statement entitled "CORPORATE GOVERNANCE - Certain Relationships and Related Person Transaction" and "CORPORATE
GOVERNANCE - Board Structure - Independence" are incorporated herein by reference.
ITEM 14
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The sections of our 2025 Proxy Statement entitled "PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM - Principal Accountant Fees and Services" and "PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM - Pre-Approval Policy" are incorporated herein by reference.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 76

Table of Contents
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) and (a)(2) Financial Statements |  The Financial Statements of Columbia and Supplementary Data filed as part of this Annual Report on Form 10-K are
on pages 35 to 74 of this Annual Report on Form 10-K. The financial statement schedule required to be filed by Item 8 of this Annual Report on Form 10-K and
paragraph (b) of this Item 15 is included below.
(a)(3) | See Exhibit Index below for a description of the documents that are filed as Exhibits to this Annual Report on Form 10-K or incorporated herein by
reference.
Schedule II
Valuation and Qualifying Accounts
(in thousands)
Balance at
Beginning 
of Period
Charged to 
Costs and 
Expenses
Deductions
Other
Balance at 
End of 
Period
Allowance for doubtful accounts:
Year Ended December 31, 2024
$
5,450 
$
2,555 
$
(2,465)
$
(752)
$
4,789 
Year Ended December 31, 2023
$
5,443 
$
3,143 
$
(2,795)
$
(341)
$
5,450 
Year Ended December 31, 2022
$
8,893 
$
(2,044)
$
(980)
$
(426)
$
5,443 
 Charges to the accounts included in this column are for the purposes for which the reserves were created.
 Amounts included in this column primarily relate to foreign currency translation.
EXHIBIT INDEX
In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information
regarding their terms and are not intended to provide any other factual or disclosure information about Columbia or the other parties to the agreements. The
agreements may contain representations and warranties by each of the parties to the applicable agreement.
These representations and warranties have been made solely for the benefit of the other party or parties to the applicable agreement and:
•
should not in all instances be treated as categorical statements of fact, but rather as a means of allocating the risk to one of the parties if those
statements prove to be inaccurate;
•
may have been qualified by disclosures that were made to the other party or parties in connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the agreement;
•
may apply standards of materiality in a manner that is different from what may be viewed as material to you or other investors; and
•
were made only as of the date of the applicable agreement or other date or dates that may be specified in the agreement and are subject to more recent
developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional
information about Columbia may be found elsewhere in this Annual Report on Form 10-K and Columbia's other public filings, which are available without charge
through the SEC's website at http://www.sec.gov.
Exhibit No.
Exhibit Name
3.1
Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000) (File No. 000-23939).
3.1(a)
Amendment to Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2002) (File No. 000-23939).
3.1(b)
Second Amendment to Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2018) (File No. 000-23939).
3.2
2023 Amended and Restated Bylaws of Columbia Sportswear Company (incorporated by reference to exhibit 3.2 to the Company's Form 8-K filed on
February 1, 2023) (File No. 000-23939).
4.1
See Article II of Exhibit 3.1, as amended, and Article I of Exhibit 3.2.
(1)
(2)
(1)
(2)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 77

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Exhibit No.
Exhibit Name
4.2
Description of the Registrant's Securities Registered under Section 12 of the Exchange Act of 1934.
+ 10.1
Columbia Sportswear Company 1997 Stock Incentive Plan, as amended (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2017) (File No. 000-23939).
† 10.2
Subscription and Shareholders' Agreement, dated August 6, 2012, by and among CSMM Hong Kong Limited, SCCH Limited, Columbia Sportswear
Company and Swire Resources Limited (incorporated by reference to exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2012) (File No. 000-23939).
10.3
Share Purchase Agreement, dated April 28, 2014, by and among Columbia Sportswear Company, prAna Living, LLC, the Shareholders of prAna Living,
LLC and Steelpoint Capital Advisors, LLC as the shareholder representative (incorporated by reference to exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2014) (File No. 000-23939).
+ 10.4(a)
Form of Nonstatutory Stock Option Agreement for stock options granted on or after January 23, 2009 (incorporated by reference to exhibit 10.2(e) to
the Company's Annual Report on Form 10-K for the year ended December 31, 2008) (File No. 000-23939).
+ 10.4(b)
Form of Nonstatutory Stock Option Agreement for stock options granted on or after June 7, 2012 (incorporated by reference to exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) (File No. 000-23939).
+ 10.4(c)
Form of Nonstatutory Stock Option Agreement for stock options granted on or after July 20, 2017 (incorporated by reference to exhibit 10.2(m) to the
Company's Annual Report on Form 10-K for the year ended December 31, 2017) (File No. 000-23939).
+ 10.4(d)
Form of Nonstatutory Stock Option Agreement for stock options granted on or after January 24, 2019 (incorporated by reference to exhibit 10.5(e) to
the Company's annual Report on Form 10-K for the year ended December 31, 2018) (File No. 000-23939).
+ 10.5
Form of Restricted Stock Unit Award Agreement for restricted stock units granted on or after June 7, 2012 (incorporated by reference to exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) (File No. 000-23939).
+ 10.5(a)
Form of Restricted Stock Unit Award Agreement for restricted stock units granted on or after July 20, 2017 (incorporated by reference to exhibit 10.2(l)
to the Company's Annual Report on Form 10-K for the year ended December 31, 2017) (File No. 000-23939).
+ 10.5(b)
Form of Restricted Stock Unit Award Agreement for restricted stock units granted on or after January 24, 2019 (incorporated by reference to exhibit
10.6(c) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018) (File No. 000-23939).
+ 10.6
Columbia Sportswear Company 401(k) Excess Plan (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2009) (File No. 000-23939).
+ 10.6(a)
Columbia Sportswear Company 401(k) Excess Plan, as amended (incorporated by reference to exhibit 10.7(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 2018) (File No. 000-23939).
+ 10.6(b)
Columbia Sportswear Company 401(k) Excess Plan, as amended (incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2020) (File No. 000-23939).
+ 10.7
Columbia Sportswear Company 401(k) Excess Retirement Plan (incorporated by reference to exhibit 10.8 to the Company's Annual Report on Form
10-K for the year ended December 31, 2021) (File No. 000-23939).
+ 10.8
Form of Performance-based Restricted Stock Unit Award Agreement for performance-based restricted stock units granted on or after December 17,
2013 (incorporated by reference to exhibit 10.2(l) to the Company's Annual Report on Form 10-K for the year ended December 31, 2013) (File No. 000-
23939).
+ 10.8(a)
Form of Performance-based Restricted Stock Unit Award Agreement for performance-based restricted stock units granted on or after January 24, 2019
(incorporated by reference to exhibit 10.8(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018) (File No. 000-
23939).
+ 10.9
Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 1997 Stock Incentive Plan, on or after December
17, 2013 (incorporated by reference to exhibit 10.2(m) to the Company's Annual Report on Form 10-K for the year ended December 31, 2013) (File
No. 000-23939).
+ 10.9(a)
Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 1997 Stock Incentive Plan on or after January 24,
2019 (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019) (File
000-23939).
+ 10.10
Long Term Cash Incentive Plan of Columbia Sportswear Company, effective January 1, 2019 (incorporated by reference to exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019) (File No. 000-23939).
+ 10.11
Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's Long-Term Incentive Cash Plan granted on or
after January 1, 2019 (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2019) (File No. 000-23939).
+ 10.12
Executive Incentive Compensation Plan, as amended (incorporated by reference to exhibit 10.3 to the Company's Quarterly report on Form 10-Q for
the quarterly period ended March 31, 2019) (File No. 000-23939).
+ 10.13
Executive Incentive Compensation Plan, effective January 1, 2024 (incorporated by reference to exhibit 10.14 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2023) (File No. 000-23939).
+ 10.14
Columbia Sportswear Company Second Amendment Change in Control Severance Plan (incorporated by reference to exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017) (File No. 000-23939).
10.15
Amended and Restated Credit Agreement dated April 17, 2019 among Columbia Sportswear Company, Wells Fargo Bank, National Association, as the
administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to the Company's Form 8-K
filed on April 22, 2019) (File No. 000-23939).
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 78

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Exhibit No.
Exhibit Name
10.16
First Amendment to Amended and Restated Credit Agreement dated March 26, 2020, among Columbia Sportswear Company, Wells Fargo Bank,
National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to
exhibit 10.1 to the Company's Form 8-K filed on April 1, 2020) (File No. 000-23939).
10.17
Second Amended and Restated Credit Agreement dated April 15, 2020, among Columbia Sportswear Company, Wells Fargo Bank, National
Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to exhibit
10.1 to the Company's Form 8-K filed on April 16, 2020) (File No. 000-23939).
10.18
First Amendment to Second Amended and Restated Credit Agreement, entered into as of July 10, 2020, among Columbia Sportswear Company, Wells
Fargo Bank, National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by
reference to exhibit 10.1 to the Company's Form 8-K filed on July 14, 2020) (File No. 000-23939).
10.19
Credit Agreement dated December 30, 2020, among Columbia Sportswear Company, JPMorgan Chase Bank, National Association, as the
administrative agent for the lenders and as a lender, and the other lenders party thereto (incorporated by reference to exhibit 10.1 to the Company's
Form 8-K filed on January 4, 2021) (File No. 000-23939).
10.20
Credit Agreement dated July 12, 2022, among Columbia Sportswear Company, JPMorgan Chase Bank, National Association, as the administrative
agent for the lenders and as a lender, and the other lenders party thereto. (incorporated by reference to exhibit 10.1 to the Company's Form 8-K, filed
on July 18, 2022) (File No. 000-23939).
* 10.21
Form of Indemnity Agreement for Directors (incorporated by reference to exhibit 10.17 to the Company's Registration Statement Filed on Form S-1 filed
on December 24, 1997) (File No. 333-43199).
+ 10.21(a)
Form of Indemnity Agreement for Directors and Executive Officers (incorporated by reference to exhibit 10.23 to the Company's Annual Report on Form
10-K for the year ended December 31, 2004) (File No. 000-23939).
+ 10.22
1999 Employee Stock Purchase Plan, as amended (incorporated by reference to exhibit 10.21 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2001) (File No. 000-23939).
10.23
Columbia Sportswear 2020 Stock Incentive Plan ("2020 Stock Incentive Plan") (incorporated by reference to Exhibit 99.1 to the Registrant's
Registration Statement on Form S-8, filed on June 4, 2020) (File No. 333-238935).
10.24
Form of Nonstatutory Stock Option Agreement for stock options granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to
exhibit 10.2 to the Company's Form 8-K, filed on June 4, 2020) (File No. 000-23939).
10.25
Form of Nonstatutory Stock Option Agreement for stock options granted under the Company's 2020 Stock Incentive Plan, on or after February 13, 2024
(incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023) (File No. 000-
23939).
10.26
Form of Nonstatutory Stock Option Agreement for Director stock options granted under the Company's 2020 Stock Incentive Plan (incorporated by
reference to exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021) (File No. 000-23939)
10.27
Form of Restricted Stock Unit Award for Director restricted stock units granted under the Company's 2020 Stock Incentive Plan (incorporated by
reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021) (File No. 000-23939)
10.28
Form of Restricted Stock Units Award Agreement for restricted stock units granted under the Company's 2020 Stock Incentive Plan (incorporated by
reference to exhibit 10.3 to the Company's Form 8-K, filed on June 4, 2020) (File No. 000-23939).
10.29
Form of Performance-Based Restricted Stock Units Award Agreement for performance-based restricted stock units granted under the Company's 2020
Stock Incentive Plan (incorporated by reference to exhibit 10.4 to the Company's Form 8-K, filed on June 4, 2020) (File No. 000-23939).
10.30
Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 2020 Stock Incentive Plan (incorporated by
reference to exhibit 10.5 to the Company's Form 8-K, filed on June 4, 2020) (File No. 000-23939).
10.31
Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 2020 Stock Incentive Plan on or after April 21,
2022 (incorporated by reference to exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022) (File No. 000-
23939).
10.32
Form of Performance-Based Restricted Stock Units Award Agreement for performance-based restricted stock units granted under the Company's 2020
Stock Incentive Plan on or after April 21, 2022 (incorporated by reference to exhibit 10.30 to the Company's Annual Report on Form 10-K for the year
ended December 31, 2022) (File No. 000-23939).
10.33
Form of Restricted Stock Units Award Agreement for restricted stock units granted under the Company's 2020 Stock Incentive Plan, on or after
February 13, 2024 (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023)
(File No. 000-23939).
10.34
Columbia Sportswear Company Third Amendment Change in Control Severance Plan (incorporated by reference to exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023) (File No. 000-23939).
+ 10.35
Form of Long-Term Incentive Cash Award Agreement (Cumulative Operating Income) for cash awards granted under the Company’s 2020 Stock
Incentive Plan on or after March 5, 2024 (incorporated by reference to exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2024) (File No. 000-23939)
+ 10.36
Form of Long-Term Incentive Cash Award Agreement (Relative Total Shareholder Return) for cash awards granted under the Company’s 2020 Stock
Incentive Plan on or after March 5, 2024 (incorporated by reference to exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2024) (File No. 000-23939)
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 79

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Exhibit No.
Exhibit Name
+ 10.37
Form of Performance-Based Restricted Stock Units Award Agreement (Cumulative Operating Income) for performance-based restricted stock units
granted under the Company’s 2020 Stock Incentive Plan on or after March 5, 2024 (incorporated by reference to exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024) (File No. 000-23939)
+ 10.38
Form of Performance-Based Restricted Stock Units Award Agreement (Relative Total Shareholder Return) for performance-based restricted stock
units granted under the Company’s 2020 Stock Incentive Plan on or after March 5, 2024 (incorporated by reference to exhibit 10.4 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024) (File No. 000-23939)
10.39
Form of Nonstatutory Stock Option Agreement for stock options granted under the Company’s 2020 Stock Incentive Plan, on or after July 18, 2024
(incorporated by reference to exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024)(File No.
000-23939)
10.40
Form of Restricted Stock Unit Award for Director restricted stock units granted under the Company’s 2020 Stock Incentive Plan on or after October 24,
2024.
19.1
Insider Trading Policy
21.1
Subsidiaries of the Company.
23.1
Consent of Deloitte & Touche LLP.
31.1
Rule 13a-14(a) Certification of Timothy P. Boyle, Chairman, President and Chief Executive Officer.
31.2
Rule 13a-14(a) Certification of Jim A. Swanson, Executive Vice President and Chief Financial Officer.
32.1
Section 1350 Certification of Timothy P. Boyle, Chairman, President and Chief Executive Officer.
32.2
Section 1350 Certification of Jim A. Swanson, Executive Vice President and Chief Financial Officer.
97.1
Columbia Sportswear Company 2023 Incentive Compensation Recovery Policy (incorporated by reference to exhibit 97.1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 2023) (File No. 000-23939)
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline
XBRL document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File, formatted as Inline XBRL and contained in Exhibit 101
+ Management Contract or Compensatory Plan
† Confidential treatment has been granted for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of
this exhibit have been separately filed with the Securities and Exchange Commission.
*Incorporated by reference to the Company's Registration Statement on Form S-1 (Reg. No. 333-43199).
ITEM 16.
FORM 10-K SUMMARY
None.
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 80

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SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COLUMBIA SPORTSWEAR COMPANY
Date:
February 27, 2025
By:
/s/ JIM A. SWANSON
   
Jim A. Swanson
   
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
SIGNATURE
TITLE
/s/
TIMOTHY P. BOYLE
Timothy P. Boyle
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/
JIM A. SWANSON
Jim A. Swanson
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/
STEPHEN E. BABSON
Stephen E. Babson
Director
/s/
ANDY D. BRYANT
Andy D. Bryant
Director
/s/
JOHN W. CULVER
John W. Culver
Director
/s/
CHARLES D. DENSON
Charles D. Denson
Director
/s/
KEVIN MANSELL
Kevin Mansell
Director
/s/
RONALD E. NELSON
Ronald E. Nelson
Director
/s/
SABRINA L. SIMMONS
Sabrina L. Simmons
Director
/s/
CHRISTIANA SMITH SHI
Christiana Smith Shi
Director
/s/
MALIA H. WASSON
Malia H. Wasson
Director
Date: February 27, 2025
COLUMBIA SPORTSWEAR COMPANY | 2024 FORM 10-K | 81

EXHIBIT 4.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of February 27, 2025, Columbia Sportswear Company (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), our common stock (“Common Stock”).
Description of Common Stock
The following description of Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our
Third Restated Articles of Incorporation and the amendments thereto (collectively, the “Articles of Incorporation”) and our 2023 Amended and Restated Bylaws
(the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage
you to read our Articles of Incorporation, our Bylaws and the applicable provisions of The Oregon Business Corporation Act, Chapter 60 of the Oregon Revised
Statutes (the “OBCA”), for additional information.
Authorized Capital Shares
Our authorized capital shares consist of 250,000,000 shares of Common Stock and 10,000,000 shares of preferred stock (“Preferred Stock”). The outstanding
shares of Common Stock are fully paid and nonassessable.
Voting Rights
Holders of Common Stock are entitled to one vote per share on any matter submitted to the shareholders and do not have any cumulative voting rights.
Dividend Rights
Subject to the preferential rights of holders of Preferred Stock, if any, holders of Common Stock are entitled to receive dividends as may from time to time be
declared by the Board of Directors of the Company (the “Board”) out of funds legally available therefor. From time to time, our credit facilities may restrict or
prohibit the paying of dividends without our lender’s consent.
Liquidation Rights
On dissolution of the Company, after any preferential amount with respect to Preferred Stock has been paid or set aside, the holders of Common Stock and the
holders of any series of Preferred Stock, if any, entitled to participate in the distribution of assets are entitled to receive the net assets of the Company.
Other Rights and Preferences
Holders of Common Stock have no preemptive, conversion, redemption or sinking fund rights.
Anti-takeover Effects of Certain Provisions of the Articles of Incorporation and Bylaws
The provisions of the Company’s Articles and Bylaws summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or
takeover attempt.
Authorized but Unissued Securities
The existence of authorized but unissued shares of Common Stock may enable the Board to render more difficult or to discourage an attempt to obtain control of
the Company by means of a merger, tender offer or otherwise.
In addition, the Board has the authority to issue Preferred Stock in one or more series and to fix the number of shares constituting any such series and the
preferences, limitations and relative rights, including dividend rights, dividend rate, voting rights, terms of

redemption, redemption price or prices, conversion rights and liquidation preferences of the shares constituting any series, without any further vote or action by
the shareholders of the Company. The potential issuance of Preferred Stock may have the effect of delaying or preventing a change in control of the Company.
No Cumulative Voting
The Articles of Incorporation do not grant holders of the Common Stock the right to vote cumulatively. The absence of cumulative voting could have the effect of
preventing shareholders holding a minority of the Company’s shares from obtaining representation on the Board.
Notice Provisions Relating to Shareholder Proposals and Nominees
The Company’s Bylaws contain provisions requiring shareholders give advance written notice to the Company of a proposal or director nomination in order to
have the proposal or the nominee considered at an annual meeting of shareholders. The notice for a shareholder proposal must be received at least 90 days,
and no earlier than 120 days, before the first anniversary of the date of the proxy statement for the preceding year's annual meeting; provided, however, that if
the date of the annual meeting is more than 30 days before or more than 70 days after the anniversary date, notice by the shareholder to be timely must be so
delivered no earlier than 120 days before the annual meeting and no later than the later of 90 days prior to such annual meeting or 10 days following the day on
which public announcement of the date of such meeting is first made by the Company. The Bylaws also specify the form and content of a shareholder’s notice.
These provisions may prevent shareholders from bringing matters before an annual meeting of shareholders or from nominating candidates for election as
directors at an annual meeting of shareholders.
Calling a Shareholder Meeting
Special meetings of the shareholders, for any purposes, unless otherwise prescribed by statute, may only be called by the President or the Board.
Oregon Control Share and Business Combination Statutes
The Company is subject to the Oregon Control Share Act (the "Control Share Act"). The Control Share Act generally provides that a person (the "Acquiror") who
acquires voting stock of an Oregon corporation in a transaction (other than a transaction in which voting shares are acquired from the issuing public
corporation) that results in the Acquiror holding more than 20%, 33 1/3% or 50% of the total voting power of the corporation (a "Control Share Acquisition")
cannot vote the shares it acquires in the Control Share Acquisition ("control shares") unless voting rights are accorded to the control shares by (i) a majority of
each voting group entitled to vote and (ii) the holders of a majority of the outstanding voting shares, excluding the control shares held by the Acquiror and shares
held by the Company's officers and inside directors. The term "Acquiror" is broadly defined to include persons acting as a group.
The Acquiror may, but is not required to, submit to the Company a statement setting forth certain information about the Acquiror and its plans with respect to
the Company. The statement may also request that the Company call a special meeting of shareholders to determine whether voting rights will be accorded to
the control shares. If the Acquiror does not request a special meeting of shareholders, the issue of voting rights of control shares will be considered at the next
annual or special meeting of shareholders. If the Acquiror's control shares are accorded voting rights and represent a majority or more of all voting power,
shareholders who do not vote in favor of voting rights for the control shares will have the right to receive the appraised "fair value" of their shares, which may not
be less than the highest price paid per share by the Acquiror for the control shares.
The Company is also subject to sections 60.825 to 60.845 of the OBCA, which govern business combinations between corporations and interested shareholders
(the "Business Combination Act"). The Business Combination Act generally provides that if a person or entity acquires 15% or more of the outstanding voting
stock of an Oregon corporation (an "Interested Shareholder"), the corporation and the Interested Shareholder, or any affiliated entity of the Interested
Shareholder, may not engage in certain business combination transactions for three years following the date the person became an Interested Shareholder.
Business combination transactions for this

purpose include (a) a merger or plan of share exchange, (b) any sale, lease, mortgage or other disposition of 10% or more of the assets of the corporation and
(c) certain transactions that result in the issuance or transfer of capital stock of the corporation to the Interested Shareholder. These restrictions do not apply if
(i) the Interested Shareholder, as a result of the transaction in which such person became an Interested Shareholder, owns at least 85% of the outstanding
voting stock of the corporation (disregarding shares owned by directors who are also officers and certain employee benefit plans), (ii) the board of directors
approves the business combination or the transaction that resulted in the shareholder becoming an Interested Shareholder before the Interested Shareholder
acquires 15% or more of the corporation's voting stock or (iii) the board of directors and the holders of at least two-thirds of the outstanding voting stock of the
corporation (disregarding shares owned by the Interested Shareholder) approve the business combination after the Interested Shareholder acquires 15% or
more of the corporation's voting stock.
The Control Share Act and the Business Combination Act have anti-takeover effects because they will encourage any potential acquirer to negotiate with the
Company’s Board and will also discourage potential acquirers unwilling to comply with the provisions of these laws. An Oregon corporation may provide in its
articles of incorporation or bylaws that the laws described above do not apply to its shares. The Company has not adopted such a provision.
Listing
The Common Stock is traded on The Nasdaq Stock Market LLC under the trading symbol “COLM.”
Transfer Agents and Registrar
The transfer agent and registrar for the Common Stock is Computershare Trust Company, Inc.

        Exhibit 10.40
COLUMBIA SPORTSWEAR COMPANY
2020 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT
AWARD AGREEMENT
 
This Award Agreement (the “Agreement”) is entered into as of AWARD DATE (the “Award Date”) by and between Columbia Sportswear
Company, an Oregon corporation (the “Company”), and DIRECTOR NAME (the “Recipient”), for the award of restricted stock units with respect to
the Company’s Common Stock (“Common Stock”).
 
The award of restricted stock units to the Recipient is made pursuant to Section 7 of the 2020 Stock Incentive Plan (the “Plan”) and the Recipient
desires to accept the award subject to the terms and conditions of this Agreement.
 
IN CONSIDERATION of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following.
 
1.    Award and Terms of Restricted Stock Units . The Company awards to the Recipient under the Plan NUMBER restricted stock units (the
“Award”), subject to the restrictions, terms and conditions set forth in this Agreement.
 
( a )     Rights under Restricted Stock Units. A restricted stock unit (a “RSU”) represents the unfunded, unsecured right to require the
Company to deliver to the Recipient one share of Common Stock for each vested RSU.  The number of shares of Common Stock deliverable with respect
to each RSU is subject to adjustment as determined by the Board of Directors of the Company (the “Board”) as to the number and kind of shares of stock
deliverable upon any merger, reorganization, consolidation, recapitalization, stock dividend, spin-off or other change in the corporate structure affecting
the Common Stock generally.
 
(b)    Vesting Date. The RSUs awarded under this Agreement shall initially be 100% unvested and subject to forfeiture.  Subject to this
Section 1(b), the RSUs shall vest 100% on VEST DATE. The date on which the RSUs vest is referred to as a “vesting date.” The RSUs shall become
vested on a respective vesting date only to the extent the Recipient is a director of the Company continuously from the Award Date to such vesting date.
If a vesting date falls on a weekend or any other day on which the Nasdaq Stock Market (“NSM”) or any national securities exchange on which the
Common Stock then is principally traded (the “Exchange”) is not open, affected RSUs shall vest on the next following NSM or Exchange business day,
as the case may be.
 
(c)    Acceleration on Death or Total Disability . If the Recipient ceases to be a director of the Company by reason of the Recipient’s
death or total disability, outstanding but unvested RSUs shall become immediately vested and shall be settled pursuant to Section1(g). For purposes of
the foregoing, “total disability” shall mean the Recipient is unable to engage in any substantial gainful activity by the reason of any medically
determinable physical or mental

        Exhibit 10.40
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(d)    Forfeiture of RSUs on Termination of Service . If the Recipient ceases to be a director of the Company for any reason that does not
result in acceleration of vesting pursuant to Section 1(c), the Recipient shall immediately forfeit all outstanding but unvested RSUs awarded pursuant to
this Agreement and the Recipient shall have no right to receive the related Common Stock. Absence on leave approved by the Company (or, if the
Recipient is an executive officer of the Company, by the Board), shall not be deemed a termination or interruption of employment or service. Unless
otherwise determined by the Company or the Administrator (as defined below) in its sole discretion, (i) vesting of RSUs shall continue during a medical,
family or military leave of absence, whether paid or unpaid, and (ii) vesting of RSUs shall be suspended during, and the number of shares deliverable at
the vesting date shall be proportionately reduced as a result of, any other unpaid leave of absence greater than 30 days.
(e)    Nontransferability. The Recipient may not sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs subject to
this Agreement. If the Recipient purports to make any transfer of the RSUs, except as provided herein, the RSUs and all rights thereunder immediately
shall terminate and be forfeited by the Recipient.
 
( f )    Voting Rights and Dividend Equivalents . The Recipient shall have no rights as a shareholder with respect to the RSUs or the
Common Stock underlying the RSUs until the vesting date for the relevant RSUs. The Recipient will not be entitled to receive a cash payment equal to
any cash dividends paid with respect to the Common Stock underlying the RSUs awarded under this Agreement that are declared prior to the particular
vesting date for the relevant RSUs.
 
( g )    Settlement of Vested RSUs . As soon as practicable following any particular vesting date (including any accelerated vesting date
pursuant to Section 1(c)), provided that the Recipient has satisfied its tax withholding obligations as specified under Section 1(h) and the Recipient has
completed, signed and returned any documents and taken any additional action the Company deems appropriate, the Company shall deliver the shares of
Common Stock represented by vested RSUs to the Recipient (the date of delivery of such shares is referred to as a “delivery date”), rounded to the
nearest whole share.  No fractional shares of Common Stock shall be issued. The shares of Common Stock will be issued in the Recipient’s name or, in
the event of the Recipient’s death, to the Recipient’s estate.
Notwithstanding the foregoing, (i) the Company shall not be obligated to vest or deliver any shares of Common Stock during any period when
the Company determines that the conversion of a RSU or the delivery of shares hereunder would violate any federal, state or other applicable laws and
may issue shares with any restrictive legend that, as determined by the Company, is necessary to comply with securities laws or other regulatory
requirements, and (ii) a delivery date may be delayed in order to provide the Company such time as it determines appropriate to determine tax
withholding and other administrative matters; provided, however, that in any event the shares shall be delivered not later than the later to occur of the
date that is 2 1/2 months from the end of (i) the Recipient’s tax year that includes the applicable vesting date, or (ii) the Company's tax year that includes
the applicable vesting date.

        Exhibit 10.40
(h)    Taxes and Tax Withholding.
(i) The Recipient acknowledges that under United States federal tax laws in effect on the Award Date, the Recipient will have
taxable compensation income at the time of vesting based on the Market Value (as defined below) of the Common Stock on the vesting date. The
Recipient shall be responsible for all taxes imposed in connection with the Award, regardless of any action the Company takes with respect to any
tax withholding obligations that arise in connection with the Award. The Company makes no representation or undertaking regarding the adequacy
of any tax withholding in connection with the grant or vesting of the Award.
    (ii) The Company shall be entitled to withhold from any delivery of Common Stock hereunder all domestic or foreign income,
employment or other tax withholding obligations, whether national, federal, state or local (the “Tax Withholding Obligation”), arising as a result
of any grant, vesting or delivery of Common Stock pursuant to this Award, in amounts determined by the Company. Unless otherwise determined
by the Company, the Tax Withholding Obligation will be satisfied by the Company withholding from the vested shares of Common Stock a
number of whole shares of Common Stock with an aggregate Market Value (as defined below) equal to the required minimum tax withholding.
The Recipient shall pay to the Company in cash, upon demand, the amount of any Tax Withholding Obligation that is not satisfied by the
withholding of shares described above, and authorizes the Company to withhold from other amounts payable by the Company to the Recipient,
including through additional payroll withholding, any amount not so paid.
2.    Miscellaneous.
 
(a)    Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subjects hereof.
(b)    Interpretation of the Plan and the Agreement.  The Board, or a committee of the Board responsible for administering the Plan (the
“Administrator”), shall have the sole authority to interpret the provisions of this Agreement and the Plan, and all determinations by it shall be final and
conclusive.
(c)    Section 409A. The Award made pursuant to this Agreement is intended not to constitute a “nonqualified deferred compensation
plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and instead is intended to be exempt from the application
of Section 409A. To the extent that the Award is nevertheless deemed to be subject to Section 409A, the Award shall be interpreted in accordance with
Section 409A and Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other
guidance issued after the grant of the Award. Notwithstanding any provision of the Award to the contrary, in the event that the Administrator determines
that the Award is or may be subject to Section 409A, the Administrator may adopt such amendments to the Award or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are
necessary or appropriate to (i) exempt the Award from the application of Section 409A or preserve the intended tax  treatment of the benefits provided
with respect to the Award, or (ii) comply with the requirements of Section 409A.

        Exhibit 10.40
(d)    Market Value. “Market Value” as of a particular date shall mean (i) the closing sales price per share of Common Stock as reported
by the NSM on that date, or (ii) if the shares of Common Stock are not listed or admitted to trading on the NSM, the closing price on the national
securities exchange on which such stock is principally traded on that date, or (iii) if the shares of Common Stock are not then listed on the NSM or on
another national securities exchange, the average of the highest reported bid and lowest reported asked prices for the shares of Common Stock on that
date or (iv) if the shares of Common Stock are not then listed on any securities exchange and prices therefor are not reported, such value as determined in
good faith by the Board (or any duly authorized committee thereof) as of that date.
(e)    Electronic Delivery. The Recipient consents to the electronic delivery of any prospectus and any other documents relating to this
Award in lieu of mailing or other form of delivery.
 
(f)    Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s
successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient’s heirs, executors, administrators,
successors and assigns.
 
( g )    Further Action. The parties agree to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.
(h)    Governing Law, Venue and Jurisdiction; Attorneys’ Fees . This Agreement and the Plan will be interpreted under the laws of the
state of Oregon, exclusive of choice of law rules. Venue and jurisdiction will be in the state or federal courts in Washington County, Oregon, and
nowhere else. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the
trial court and, upon any appeal, the appellate court.
( i )    Consent to Transfer Personal Data.  By signing this Agreement, the Recipient voluntarily acknowledges and consents to the
collection, use, processing and transfer of personal data as described in this paragraph. The Recipient is not obliged to consent to such collection, use,
processing and transfer of personal data. However, failure to provide the consent may affect the Recipient’s ability to participate in the Plan. The
Company and its subsidiaries hold certain personal information about the Recipient, including name, home address and telephone number, date of birth,
social security number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company,
details of all entitlement to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Recipient’s favor, for the purpose of
managing and administering the Plan (“Data”). The Company and/or its subsidiaries will transfer Data amongst themselves as necessary for the purpose
of implementation, administration and management of the Plan, and the Company and/or any of its subsidiaries may each further transfer Data to any
third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European
Economic Area, or elsewhere throughout the world, including the United States. The Recipient authorizes such recipients to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Recipient’s participation in the
Plan,

        Exhibit 10.40
including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on the
Recipient’s behalf to a broker or other third party with whom the Recipient may elect to deposit any shares of stock acquired pursuant to the Plan. The
Recipient may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company;
however, withdrawing consent may affect the Recipient’s ability to participate in the Plan.
(j)    Acknowledgment of Discretionary Nature of the Plan; No Vested Rights . The Recipient acknowledges and agrees that the Plan is
discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The
award of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or benefits in lieu of
RSUs in the future. Future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any award, the
number of RSUs and vesting provisions.
( k )    Character of Award . Participation in the Plan is voluntary. The value of the Award is an extraordinary item of compensation
outside the scope of the Recipient’s employment contract, if any. As such, the Award is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar
payments
(l)    Acceptance. By accepting the grant of the Award, the Recipient acknowledges that the Recipient has read the Agreement and the
Plan, and specifically accepts and agrees to the provisions therein.
 
 This Award of RSUs is subject to the Recipient’s on-line acceptance of the terms and conditions of this Agreement through the E*TRADE web
portal. By accepting the terms and conditions of this Agreement, the Recipient acknowledges receipt of a copy of the Plan, the U.S. Prospectus
for the Plan, and the local country tax supplement to the U.S. Prospectus for the Plan (the “Award Information”). The Recipient represents
that the Recipient is familiar with the terms and provisions of the Award Information and hereby accepts this Award on the terms and
conditions set forth herein and in the Plan, and acknowledges that the Recipient had the opportunity to obtain independent legal, investment
and tax advice at the Recipient’s personal expense prior to accepting this Award.
COLUMBIA SPORTSWEAR COMPANY

        Exhibit 19.1
Insider Trading Policy
Policy Overview and Objectives. At Columbia Sportswear Company, we are committed to “Doing the Right Thing”. This means that we
comply with all securities laws and regulations applicable to U.S. publicly traded companies. This Policy provides guidance for transactions
in Columbia Sportswear Company securities and in the securities of other companies with whom we do business and promotes
compliance with securities laws that prohibit persons who are aware of material non-public information about a company from trading in
securities of that company or providing that information to others who may trade based on it (this is often referred to as “tipping”).
Policy Scope. This Policy applies to our Board of Directors and all employees of Columbia Sportswear Company and its subsidiaries and
affiliates globally (collectively referred to as the “Company” or “CSC”), as well as Related Persons. “Related Persons” include your spouse
and dependents and any other family member that shares your household as well as anyone who trades in Company securities at your
direction or at the direction of a family member sharing your household (such as an investment manager or a trust, estate or corporation
over which you have influence). This Policy continues to apply after you are no longer employed by or are no longer providing services to
the Company if you are in possession of material non-public information.
Individual Responsibility. Please review this Policy carefully. You are responsible for complying with both the law and this Policy and the
responsibility for determining whether you are in possession of material non-public information rests with you. No action or guidance
provided by the Legal Department or any other employee or director of the Company constitutes legal advice to you as an individual and
does not shield you from liability under the securities laws.
Policy. When you are aware of material non-public information about CSC or another company or if you are an Insider and the Trading
Window is closed (as explained below), you may not:
•
Buy, sell or otherwise trade in CSC (or that other company’s) securities;
•
Disclose or “tip” material non-public information to any person who may buy or sell CSC (or that other company’s) securities on the
basis of that information;
•
Share material non-public information with fellow employees who do not have a business need to know the information; or
Insider Trading Policy    Date Adopted: 01-19-2006
Page 1 of 5    Date Amended: 01-30-2015; 04-24-2015; 07-20-2018; 01-27-2023
    Responsible Department: Legal

        Exhibit 19.1
•
Share material non-public information with others, except when disclosure is in accordance with Company policies, including our
Confidentiality Policy.
Certain transactions are exempt from this Policy. If a transaction is exempt, you may engage in it when you are in possession of material
non-public information. The following transactions are exempt:
•
Gifts of securities;
o
Note: Section 16 insiders must consult with the Legal Department ten (10 business days prior to making a gift to a charitable,
educational or similar institution to ensure compliance with applicable reporting requirements.
•
Vesting of RSUs under Company equity plans;
•
Company withholding of shares to satisfy tax withholding obligations in connection with RSU vesting;
•
Cash exercises of stock options under Company equity plans (i.e. you pay the exercise price in cash and hold the shares)
o
Note: Cashless exercises of options (i.e. shares are sold in the market to pay the exercise price and applicable taxes) are
subject to this Policy and are not exempt.
•
Transactions in Company securities made pursuant to a written plan that (i) complies with Rule 10b5-1 of the Securities Exchange
Act of 1934 (the “Act”) and (ii) has been acknowledged by the Company’s General Counsel or Chief Financial Officer (referred to as a
“10b5-1 trading plan”); and
•
Purchases of Company stock made pursuant to an employee stock purchase plan (“ESPP”).
Material Non-public Information
Insider trading prohibitions apply when you possess information that is both material and non-public. “Material” information is any
information that would influence a reasonable investor to buy, sell or hold securities. There is no bright line for determining whether
information is material, and it is important to avoid even the appearance of improper trading. You should consider any information that
could affect the Company’s stock price in either a positive or negative way to be material. Examples of material information may include:
•
Earnings information, including historical results, future guidance, an increase or decrease in the Company’s quarterly earnings, or
other information regarding positive or negative financial performance;
•
Events affecting outstanding securities, such as defaults on senior securities, stock splits, dividends, share repurchases, or public or
private sales of additional securities;
Insider Trading Policy    Date Adopted: 01-19-2006
Page 2 of 5    Date Amended: 01-30-2015; 04-24-2015; 07-20-2018; 01-27-2023
    Responsible Department: Legal

        Exhibit 19.1
•
Mergers, acquisitions, tender offers, joint ventures, and similar transactions;
•
Extraordinary or revolutionary new products, marketing plans or business developments;
•
Developments concerning significant customers or suppliers (such as gaining or losing an important contract);
•
Anticipated sales performance, including booking levels, futures orders, production forecasts, or other data;
•
Changes in control of the Company or changes in senior management;
•
Cybersecurity risks and incidents (for more information on disclosure of cybersecurity risks and incidents, review our Data Protection
Notification Policy); and
•
Any other unusual or extraordinary corporate transaction or activity, such as impending layoffs, filing of bankruptcy proceedings or
closure of significant facilities.
Information is considered “non-public” until it is shared broadly with investors generally, such as through a press release. Company
confidential information is inherently non-public information that may be subject to this Policy and may only be shared in accordance with
the Company’s Confidentiality Policy.
Using or sharing material non-public information for personal financial benefit or to “tip” others who might use the information for their
financial benefit or to make an investment decision is not only unethical but also illegal.
Insider Trading Window Guidelines
All members of our Board of Directors, executive officers (E1 designation and above) and certain employees who, by virtue of their
position, are likely to have access to material non-public information, have been designated by the Company as “Insiders”. To promote
compliance with this Policy, the Company has adopted Trading Window Guidelines pursuant to which Insiders and their Related Persons
may only purchase, sell or otherwise trade in Company securities during certain periods of time referred to as “Trading Windows”. The
Trading Window will usually begin (“open”) on the second business day after the public announcement by the Company of annual or
quarterly financial results, and the Trading Window will usually end (“close”) on the last day of the second month of the quarter (February
28, May 31, August 31, and November 30, respectively). Under certain circumstances, the Company may, in its discretion, decide that the
Trading Window will remain closed, or close early, for all Insiders or for a select group of individuals. Insiders are encouraged to contact
the Company’s Legal Department prior to trading Company securities to confirm that the Trading Window is open. Even if the Trading
Window is open, you may not trade in Company securities if you possess material non-public information.
10b5-1 Trading Plans
If you are a member of our Board of Directors or an executive officer of the Company, you may be eligible to participate in a 10b5-1 trading
plan that allows you to establish a trading plan to
Insider Trading Policy    Date Adopted: 01-19-2006
Page 3 of 5    Date Amended: 01-30-2015; 04-24-2015; 07-20-2018; 01-27-2023
    Responsible Department: Legal

        Exhibit 19.1
sell a predetermined number of shares at a predetermined time, including during a closed window (e.g. automatic sales). You may
establish a 10b5-1 trading plan only when a) the Trading Window is open and b) you are not in possession of material non-public
information. Trading plans authorizing the exercise of stock options must be pursuant to a plan entered into with the Company’s designated
broker. You are required to obtain an acknowledgment of any 10b5-1 trading plan from the Company’s General Counsel or Chief Financial
Officer. A request for the acknowledgment should be submitted to the General Counsel or Chief Financial Officer at least five (5) business
days in advance of the effective date of the trading plan to ensure a timely response. It is your sole responsibility to ensure that any trading
plan complies with all applicable laws; acknowledgement by the General Counsel or Chief Financial Officer is not an assurance that your
trading plan is otherwise legal or acceptable. Your entry into a 10b5-1 trading plan, and the details of such plan, may be required to be
disclosed by the Company in its filings with the Securities Exchange Commission (“SEC”).
Hedging or Pledging of Company Stock
If you are a member of our Board of Directors or an employee classified at the senior director level (M5 or equivalent) or above, in addition
to the requirements and restrictions that are imposed upon you as an Insider in the Company, you may not engage in hedging, pledging,
monetization, or similar transactions (locking in a value for securities in exchange for protection against drastic upside or downside price
movement) involving Company securities.
Section 16 Directors and Officers
Members of our Board of Directors and certain executive officers are designated as Section 16 persons under the rules of the SEC and are
subject to additional requirements and restrictions, including:
a) You are required to file a Form 144 – Notice of Proposed Sale of Securities prior to or concurrent with your proposed sale of
Company securities. It is your sole responsibility to ensure that this form is timely and accurately filed (this is something your broker
may assist with).
b) You are required to file a statement of ownership regarding your Company securities with the SEC within two (2) business days
following most purchases, sales or other acquisition or transfer or gift of Company securities. It is your sole responsibility to ensure
that your transactions are timely and accurately reported. As a courtesy, the Company's Legal Department is available to assist you
with your Section 16 filings; however, the Company is not liable to you for any late or incorrectly filed reports. You may also seek
reporting assistance from your personal advisor.
c) You are required to have your broker or financial advisor (i) verify with the General Counsel that the Trading Window is open and that
you are cleared to trade prior to engaging in any transactions in Company securities on your behalf and (ii) immediately notify the
Company of any completed transactions. If the Company assists you with your Section 16 filings, you must maintain electronic filing
access codes and update the Company with any changes to these codes.
Insider Trading Policy    Date Adopted: 01-19-2006
Page 4 of 5    Date Amended: 01-30-2015; 04-24-2015; 07-20-2018; 01-27-2023
    Responsible Department: Legal

        Exhibit 19.1
d) Any late reports must be reported in detail in the Company’s Proxy Statement. In addition, the SEC is entitled to seek equitable relief
for any violations of the Act, including untimely or inaccurate Section 16 reports. This means that you may be personally liable to
shareholders if you fail to timely and accurately file your reports.
e) You may not engage in any transaction of Company securities which involves the purchase-and-sale or sale-and-purchase of
Company securities within a period of less than six (6) months (“short-swing” transactions). If short-swing transactions occur, the
Company is required to recover from you any profit realized by these transactions.
i. The short-swing transaction policy also applies to Related Persons.
ii.If certain other criteria are met, neither the receipt of a stock option, the exercise of that option, nor the purchase of
stock under an ESPP is considered a “purchase” when evaluating short-swing transactions. The sale of any shares,
however, will be included in any short-swing transaction calculation.
iii.
Short-swing profits are calculated based upon the difference between the sale and purchase prices of any
shares traded within any six-month period. As a result, a Section 16 person who engages in a short-swing transaction
may be required to disgorge “profits” to the Company even if he or she has an investment loss on the shares that were
sold.
f)
You should not engage in transactions involving Company securities such as “short sales” (selling securities that you do not own and
then covering the sale with securities bought after a decline in price) or “sales against the box” (selling securities that you do own but
not delivering them within the prescribed time period).
Questions
If you have any questions regarding this Insider Trading Policy, please contact the General Counsel or Corporate Secretary.
Failure to Comply
Failure to comply with this Policy could have serious consequences for the Company and the individuals involved, including civil or criminal
prosecution. Violations of this Policy may also result in serious disciplinary action, including termination of employment.
Insider Trading Policy    Date Adopted: 01-19-2006
Page 5 of 5    Date Amended: 01-30-2015; 04-24-2015; 07-20-2018; 01-27-2023
    Responsible Department: Legal

Exhibit 21.1
Columbia Sportswear Company
List of Subsidiaries
As of December 31, 2024
Name
Jurisdiction of Incorporation
Columbia Brands Holding Company
Oregon
Columbia Brands International Sàrl
Switzerland
Columbia Brands USA, LLC
Oregon
Columbia Brands Canada Limited
Canada
Columbia Sportswear Austria GmbH
Austria
Columbia Sportswear Canada GP ULC
Canada
Columbia Sportswear Canada LP
Canada
Columbia Sportswear Commercial (Shanghai) Co., Ltd.
China
Columbia Sportswear Company (Dongguan) Limited
China
Columbia Sportswear Company (Hong Kong) Limited
Hong Kong
Columbia Sportswear Company Limited
United Kingdom
Columbia Sportswear Czech s.r.o.
Czech Republic
Columbia Sportswear Denmark ApS
Denmark
Columbia Sportswear Distribution S.A.S.
France
Columbia Sportswear Europe S.A.S.
France
Columbia Sportswear Finland Oy
Finland
Columbia Sportswear GmbH
Germany
Columbia Sportswear India Sourcing Private Limited
India
Columbia Sportswear Information Consultant (Zhuhai) Co., Ltd.
China
Columbia Sportswear International Sàrl
Switzerland
Columbia Sportswear Italy S.r.l.
Italy
Columbia Sportswear Japan, Inc.
Japan
Columbia Sportswear Korea
Korea
Columbia Sportswear LO Holdings LLC
Oregon
Columbia Sportswear Ireland Limited
Ireland
Columbia Sportswear Netherlands B.V.
The Netherlands
Columbia Sportswear North America, Inc.
Oregon
Columbia Sportswear Norway AS
Norway
Columbia Sportswear Poland Sp.z.o.o
Poland
Columbia Sportswear Spain S.L.U.
Spain
Columbia Sportswear Sweden AB
Sweden
CSMM Hong Kong Limited
Hong Kong
GTS, Inc.
Oregon
Montrail Corporation
Oregon
Mountain Hardwear, Inc.
Utah
OutDry Technologies Corporation
Oregon
Pacific Trail Corporation
Oregon
prAna Living, LLC
Oregon
Sorel Corporation
Delaware
Columbia Sportswear Vietnam Limited Liability Company
Vietnam

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-53785, 333-186958, 333-238935, 333-160702, 333-
117986, 333-108342, 333-86224, and 333-80387 on Form S-8 of our reports dated February 27, 2025, relating to the financial statements
of Columbia Sportswear Company and the effectiveness of Columbia Sportswear Company’s internal control over financial reporting,
appearing in this Annual Report on Form 10-K of Columbia Sportswear Company for the year ended December 31, 2024.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
February 27, 2025

EXHIBIT 31.1
CERTIFICATION
I, Timothy P. Boyle, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Columbia Sportswear Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 27, 2025
/s/ TIMOTHY P. BOYLE
Timothy P. Boyle
Chairman, President and Chief Executive
Officer
(Principal Executive Officer)

EXHIBIT 31.2
CERTIFICATION
I, Jim A. Swanson, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Columbia Sportswear Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: February 27, 2025
/s/ JIM A. SWANSON
Jim A. Swanson
Executive Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)

EXHIBIT 32.1
SECTION 1350 CERTIFICATION
In connection with the Annual Report on Form 10-K of Columbia Sportswear Company (the “Company") for the period ended December 31, 2024 as filed with
the Securities and Exchange Commission on the date hereof (the "Form 10-K"), I, Timothy P. Boyle, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)    The Form 10-K fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 as of, and for, the
periods presented in the Form 10-K; and
(2)    The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 27, 2025
/s/ TIMOTHY P. BOYLE
Timothy P. Boyle
Chairman, President and Chief Executive
Officer
(Principal Executive Officer)

EXHIBIT 32.2
SECTION 1350 CERTIFICATION
In connection with the Annual Report on Form 10-K of Columbia Sportswear Company (the “Company") on for the period ended December 31, 2024 as filed
with the Securities and Exchange Commission on the date hereof (the "Form 10-K"), I, Jim A. Swanson, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)    The Form 10-K fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 as of, and for, the
periods presented in the Form 10-K; and
(2)    The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 27, 2025
/s/ JIM A. SWANSON
Jim A. Swanson
Executive Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)