UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
____________________________
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20192020
OR
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from_______to_______
Commission file number 0-23939000-23939
 _____________________________
COLUMBIA SPORTSWEAR COMPANY
(Exact name of registrant as specified in its charter) 
Oregon93-0498284
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)
14375 Northwest Science Park Drive
Portland,, Oregon97229
(Address of principal executive offices and zip code)
(503) (503) 985-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)
Name of each

exchange on which registered
Common stockCOLMThe Nasdaq StockNASDAQ Global Select Market LLC

Indicate by check mark whether 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  x    No  ¨
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  x    No  ¨
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 FilerxAccelerated Filer¨
Non-accelerated Filer
¨  
Smaller Reporting Company¨
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x
The number of shares of Common Stock outstanding on October 25, 201923, 2020 was 67,525,997.66,211,981.


Table of Contents

COLUMBIA SPORTSWEAR COMPANY
SEPTEMBER 30, 20192020

TABLE OF CONTENTS
ItemPage
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.





PART I—FINANCIAL INFORMATION
Item 1.    FINANCIAL STATEMENTS
COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 September 30,
2019
 December 31,
2018
 September 30,
2018
ASSETS     
Current Assets:     
Cash and cash equivalents (Note 16)$239,311
 $437,825
 $182,175
Restricted cash (Note 17)
 13,970
 13,970
Short-term investments (Note 16)1,477
 262,802
 269,313
Accounts receivable, net of allowance of $9,672, $11,051, and $9,176, respectively646,414
 449,382
 552,442
Inventories717,396
 521,827
 617,194
Prepaid expenses and other current assets94,253
 79,500
 77,763
Total current assets1,698,851
 1,765,306
 1,712,857
Property, plant and equipment, at cost, net of accumulated depreciation of $515,300, $489,354, and $483,857, respectively349,302
 291,596
 284,744
Operating lease right-of-use assets (Note 8)389,558
 
 
Intangible assets, net (Note 5)124,340
 126,575
 127,320
Goodwill68,594
 68,594
 68,594
Deferred income taxes80,193
 78,155
 68,913
Other non-current assets40,242
 38,495
 36,911
Total assets$2,751,080
 $2,368,721
 $2,299,339
LIABILITIES AND EQUITY     
Current Liabilities:     
Short-term borrowings (Note 6)$
 $
 $8,311
Accounts payable201,806
 274,435
 237,344
Accrued liabilities (Note 7)279,932
 275,684
 255,682
Operating lease liabilities (Note 8)62,756
 
 
Income taxes payable13,653
 22,763
 8,247
Total current liabilities558,147
 572,882
 509,584
Non-current operating lease liabilities (Note 8)366,515
 
 
Income taxes payable48,619
 50,791
 62,090
Deferred income taxes7,711
 9,521
 13
Other long-term liabilities22,982
 45,214
 46,056
Total liabilities1,003,974
 678,408
 617,743
Commitments and contingencies (Note 9)
 
 
Columbia Sportswear Company Shareholders' Equity:    
Preferred stock; 10,000 shares authorized; none issued and outstanding
 
 
Common stock (no par value); 250,000 shares authorized; 67,562, 68,246, and 69,270, issued and outstanding, respectively (Note 10)
 
 210
Retained earnings1,754,379
 1,677,920
 1,669,390
Accumulated other comprehensive loss (Note 13)(7,273) (4,063) (4,235)
Total Columbia Sportswear Company shareholders' equity1,747,106
 1,673,857
 1,665,365
Non-controlling interest (Note 4)
 16,456
 16,231
Total equity1,747,106
 1,690,313
 1,681,596
Total liabilities and equity$2,751,080
 $2,368,721
 $2,299,339
(in thousands)September 30,
2020
December 31,
2019
September 30,
2019
ASSETS
Current Assets:
Cash and cash equivalents$313,429 $686,009 $239,311 
Short-term investments1,095 1,668 1,477 
Accounts receivable, net of allowance of $29,760, $8,925, and $9,672, respectively479,376 488,233 646,414 
Inventories771,724 605,968 717,396 
Prepaid expenses and other current assets82,175 93,868 94,253 
Total current assets1,647,799 1,875,746 1,698,851 
Property, plant and equipment, at cost, net of accumulated depreciation of $550,097, $523,092, and $515,300, respectively322,167 346,651 349,302 
Operating lease right-of-use assets351,277 394,501 389,558 
Intangible assets, net121,471 123,595 124,340 
Goodwill68,594 68,594 68,594 
Deferred income taxes77,055 78,849 80,193 
Other non-current assets63,951 43,655 40,242 
Total assets$2,652,314 $2,931,591 $2,751,080 
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable$164,332 $255,372 $201,806 
Accrued liabilities257,040 295,723 279,932 
Operating lease liabilities73,409 64,019 62,756 
Income taxes payable4,813 15,801 13,653 
Total current liabilities499,594 630,915 558,147 
Non-current operating lease liabilities337,108 371,507 366,515 
Income taxes payable49,195 48,427 48,619 
Deferred income taxes7,149 6,361 7,711 
Other long-term liabilities36,452 24,934 22,982 
Total liabilities929,498 1,082,144 1,003,974 
Commitments and contingencies (Note 7)
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; NaN issued and outstanding
Common stock (0 par value); 250,000 shares authorized; 66,210, 67,561, and 67,562, issued and outstanding, respectively13,142 4,937 
Retained earnings1,716,044 1,848,935 1,754,379 
Accumulated other comprehensive loss(6,370)(4,425)(7,273)
Total shareholders' equity1,722,816 1,849,447 1,747,106 
Total liabilities and shareholders' equity$2,652,314 $2,931,591 $2,751,080 
See accompanying notes to condensed consolidated financial statements.
1

Table of Contents


COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
Three Months Ended September 30,Nine Months Ended September 30,
Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
(in thousands, except per share amounts)(in thousands, except per share amounts)2020201920202019
Net sales$906,793
 $795,801
 $2,087,611
 $1,884,728
Net sales$701,092 $906,793 $1,585,931 $2,087,611 
Cost of sales460,098
 412,098
 1,050,596
 972,966
Cost of sales358,184 460,098 825,079 1,050,596 
Gross profit446,695
 383,703
 1,037,015
 911,762
Gross profit342,908 446,695 760,852 1,037,015 
Selling, general and administrative expenses299,249
 259,267
 791,767
 724,827
Selling, general and administrative expenses261,192 299,249 755,664 791,767 
Net licensing income4,569
 4,708
 11,090
 11,279
Net licensing income3,927 4,569 8,168 11,090 
Income from operations152,015
 129,144
 256,338
 198,214
Income from operations85,643 152,015 13,356 256,338 
Interest income, net1,399
 2,524
 7,370
 7,748
Interest income (expense), netInterest income (expense), net(280)1,399 728 7,370 
Other non-operating income (expense), net(563) 736
 915
 372
Other non-operating income (expense), net(465)(563)2,208 915 
Income before income tax152,851
 132,404
 264,623
 206,334
Income before income tax84,898 152,851 16,292 264,623 
Income tax expense(33,593) (30,029) (48,159) (44,735)Income tax expense(22,147)(33,593)(4,035)(48,159)
Net income119,258
 102,375
 216,464
 161,599
Net income$62,751 $119,258 $12,257 $216,464 
Net income attributable to non-controlling interest
 2,223
 
 6,603
Net income attributable to Columbia Sportswear Company$119,258
 $100,152
 $216,464
 $154,996
Earnings per share attributable to Columbia Sportswear Company (Note 12):       
Earnings per share:Earnings per share:
Basic$1.76
 $1.44
 $3.19
 $2.22
Basic$0.95 $1.76 $0.18 $3.19 
Diluted$1.75
 $1.42
 $3.15
 $2.19
Diluted$0.94 $1.75 $0.18 $3.15 
Weighted average shares outstanding (Note 12):       
Weighted average shares outstanding:Weighted average shares outstanding:
Basic67,593
 69,589
 67,935
 69,895
Basic66,179 67,593 66,427 67,935 
Diluted68,180
 70,357
 68,620
 70,685
Diluted66,537 68,180 66,807 68,620 
See accompanying notes to condensed consolidated financial statements.

2

Table of Contents


COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
Net income$119,258
 $102,375
 $216,464
 $161,599
Other comprehensive income (loss):       
Unrealized holding gains (losses) on available-for-sale securities, net
 (162) 56
 (158)
Unrealized gains on derivative transactions (net of tax effects of $(801), $(1,062), $(369), and $(6,036), respectively)2,414
 2,896
 1,866
 18,542
Foreign currency translation adjustments (net of tax effects of $1,560, $(39), $2,447 and $1,780, respectively)(8,389) (562) (5,033) (12,565)
Other comprehensive income (loss)(5,975) 2,172
 (3,111) 5,819
Comprehensive income113,283
 104,547
 213,353
 167,418
Comprehensive income attributable to non-controlling interest
 2,256
 
 7,255
Comprehensive income attributable to Columbia Sportswear Company$113,283
 $102,291
 $213,353
 $160,163
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2020201920202019
Net income$62,751 $119,258 $12,257 $216,464 
Other comprehensive loss:
Unrealized holding gains on available-for-sale securities, net56 
Unrealized gains (losses) on derivative transactions (net of tax effects of $3,995, $(801), $1,371 and $(369), respectively)(11,685)2,414 (5,022)1,866 
Foreign currency translation adjustments (net of tax effects of $(290), $1,560, $(253) and $2,447, respectively)11,175 (8,389)3,077 (5,033)
Other comprehensive loss(510)(5,975)(1,945)(3,111)
Comprehensive income$62,241 $113,283 $10,312 $213,353 
See accompanying notes to condensed consolidated financial statements.

3

Table of Contents


COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
Nine Months Ended September 30,
2019 2018
(in thousands)(in thousands)20202019
Cash flows from operating activities:   Cash flows from operating activities:
Net income$216,464
 $161,599
Net income$12,257 $216,464 
Adjustments to reconcile net income to net cash used in operating activities:   Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, amortization, and non-cash lease expense88,775
 43,544
Depreciation, amortization, and non-cash lease expense102,283 88,775 
Loss on disposal or impairment of property, plant, and equipment4,866
 1,979
Provision for uncollectible accounts receivableProvision for uncollectible accounts receivable24,684 (242)
Loss on disposal or impairment of property, plant and equipment, and right-of-use assetsLoss on disposal or impairment of property, plant and equipment, and right-of-use assets8,981 4,866 
Deferred income taxes(3,157) 2,103
Deferred income taxes4,306 (3,157)
Stock-based compensation13,159
 10,247
Stock-based compensation12,802 13,159 
Changes in operating assets and liabilities:   Changes in operating assets and liabilities:
Accounts receivable(199,416) (125,433)Accounts receivable(17,130)(199,174)
Inventories(198,999) (188,544)Inventories(160,090)(198,999)
Prepaid expenses and other current assets(12,596) (7,968)Prepaid expenses and other current assets9,098 (12,596)
Other assets(3,981) (9,782)Other assets(20,786)(3,981)
Accounts payable(65,191) (14,263)Accounts payable(89,790)(65,191)
Accrued liabilities6,497
 38,193
Accrued liabilities(41,182)6,497 
Income taxes payable(11,286) (7,200)Income taxes payable(10,011)(11,286)
Operating lease assets and liabilities(39,010) 
Operating lease assets and liabilities(41,459)(39,010)
Other liabilities5,716
 (2,541)Other liabilities8,077 5,716 
Net cash used in operating activities(198,159) (98,066)Net cash used in operating activities(197,960)(198,159)
Cash flows from investing activities:   Cash flows from investing activities:
Purchases of short-term investments(181,257) (426,278)Purchases of short-term investments(35,044)(181,257)
Sales and maturities of short-term investments445,501
 252,727
Sales and maturities of short-term investments36,630 445,501 
Capital expenditures(104,527) (45,189)Capital expenditures(25,164)(104,527)
Proceeds from sale of property, plant, and equipment
 18
Net cash provided by (used in) investing activities159,717
 (218,722)Net cash provided by (used in) investing activities(23,578)159,717 
Cash flows from financing activities:   Cash flows from financing activities:
Proceeds from credit facilities74,053
 36,051
Proceeds from credit facilities387,992 74,053 
Repayments on credit facilities(74,053) (27,740)Repayments on credit facilities(388,465)(74,053)
Payment of line of credit issuance feesPayment of line of credit issuance fees(2,096)
Proceeds from issuance of common stock related to stock-based compensation17,687
 16,508
Proceeds from issuance of common stock related to stock-based compensation4,793 17,687 
Tax payments related to stock-based compensation(5,739) (4,221)Tax payments related to stock-based compensation(4,454)(5,739)
Repurchase of common stock(116,239) (107,222)Repurchase of common stock(132,889)(116,239)
Purchase of non-controlling interest(17,880) 
Purchase of non-controlling interest(17,880)
Cash dividends paid(48,917) (46,160)Cash dividends paid(17,195)(48,917)
Cash dividends paid to non-controlling interest
 (19,949)
Net cash used in financing activities(171,088) (152,733)Net cash used in financing activities(152,314)(171,088)
Net effect of exchange rate changes on cash(2,954) (7,500)Net effect of exchange rate changes on cash1,272 (2,954)
Net decrease in cash, cash equivalents and restricted cash(212,484) (477,021)
Cash, cash equivalents and restricted cash, beginning of period451,795
 673,166
Cash, cash equivalents and restricted cash, end of period$239,311
 $196,145
Net decrease in cash and cash equivalentsNet decrease in cash and cash equivalents(372,580)(212,484)
Cash and cash equivalents, beginning of periodCash and cash equivalents, beginning of period686,009 451,795 
Cash and cash equivalents, end of periodCash and cash equivalents, end of period$313,429 $239,311 
Supplemental disclosures of cash flow information:   Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes$73,413
 $47,041
Cash paid during the period for income taxes$18,385 $73,413 
Supplemental disclosures of non-cash investing and financing activities:
   
Supplemental disclosures of non-cash investing and financing activities:
Property, plant and equipment acquired through increase in liabilities$11,638
 $7,380
Property, plant and equipment acquired through increase in liabilities$4,774 $11,638 
See accompanying notes to condensed consolidated financial statements.
4

Table of Contents


COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share amounts)
(Unaudited)

  Three Months Ended September 30, 2019
  Columbia Sportswear Company Shareholders' Equity    
  Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total
 Shares
Outstanding
 Amount
BALANCE, JUNE 30, 2019 67,586
 $100
 $1,656,392
 $(1,298) $
 $1,655,194
Net income 
 
 119,258
 
 
 119,258
Other comprehensive income (loss):            
Unrealized holding gains on derivative transactions, net 
 
 
 2,414
 
 2,414
Foreign currency translation adjustment, net 
 
 
 (8,389) 
 (8,389)
Cash dividends ($0.24 per share) 
 
 (16,231) 
 
 (16,231)
Issuance of common stock related to stock-based compensation, net 135
 6,251
 
 
 
 6,251
Stock-based compensation expense 
 4,378
 
 
 
 4,378
Repurchase of common stock (159) (10,729) (5,040) 
 
 (15,769)
BALANCE, SEPTEMBER 30, 2019 67,562
 $
 $1,754,379
 $(7,273) $
 $1,747,106
             
  Three Months Ended September 30, 2018
  Columbia Sportswear Company Shareholders' Equity    
  Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total
 Shares
Outstanding
 Amount
BALANCE, JUNE 30, 2018 69,988
 $23,162
 $1,623,612
 $(6,374) $13,975
 $1,654,375
Net income 
 
 100,152
 
 2,223
 102,375
Other comprehensive income (loss):            
Unrealized holding losses on available-for-sale securities, net 
 
 
 (162) 
 (162)
Unrealized holding gains on derivative transactions, net 
 
 
 2,352
 544
 2,896
Foreign currency translation adjustment, net 
 
 
 (51) (511) (562)
Cash dividends ($0.22 per share) 
 
 (15,304) 
 
 (15,304)
Issuance of common stock related to stock-based compensation, net 42
 1,446
 
 
 
 1,446
Stock-based compensation expense 
 3,648
 
 
 
 3,648
Repurchase of common stock (760) (28,046) (39,070) 
 
 (67,116)
BALANCE, SEPTEMBER 30, 2018 69,270
 $210
 $1,669,390
 $(4,235) $16,231
 $1,681,596
Three Months Ended September 30, 2020
(in thousands, except per share amounts)Common StockRetained EarningsAccumulated Other Comprehensive LossTotal
Shares
Outstanding
Amount
BALANCE, JUNE 30, 202066,148 $5,396 $1,653,293 $(5,860)$1,652,829 
Net Income— — 62,751 — 62,751 
Other comprehensive loss:
Unrealized holding losses on derivative transactions, net— — — (11,685)(11,685)
Foreign currency translation adjustment, net— — — 11,175 11,175 
Issuance of common stock related to stock-based compensation, net62 2,656 — — 2,656 
Stock-based compensation expense— 5,090 — — 5,090 
BALANCE, SEPTEMBER 30, 202066,210 $13,142 $1,716,044 $(6,370)$1,722,816 

Three Months Ended September 30, 2019
(in thousands, except per share amounts)Common StockRetained EarningsAccumulated Other Comprehensive LossTotal
Shares
Outstanding
Amount
BALANCE, JUNE 30, 201967,586 $100 $1,656,392 $(1,298)$1,655,194 
Net Income— — 119,258 — 119,258 
Other comprehensive loss:
Unrealized holding gains on derivative transactions, net— — — 2,414 2,414 
Foreign currency translation adjustment, net— — — (8,389)(8,389)
Cash dividends ($0.24 per share)— — (16,231)— (16,231)
Issuance of common stock related to stock-based compensation, net135 6,251 — — 6,251 
Stock-based compensation expense— 4,378 — — 4,378 
Repurchase of common stock(159)(10,729)(5,040)— (15,769)
BALANCE, SEPTEMBER 30, 201967,562 $$1,754,379 $(7,273)$1,747,106 
See accompanying notes to condensed consolidated financial statements.
5



COLUMBIA SPORTSWEAR COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share amounts)
(Unaudited)

  Nine months ended September 30, 2019
  Columbia Sportswear Company Shareholders' Equity    
  Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total
 Shares
Outstanding
 Amount
BALANCE, DECEMBER 31, 2018 68,246
 $
 $1,677,920
 $(4,063) $16,456
 $1,690,313
Net income 
 
 216,464
 
 
 216,464
Purchase of non-controlling interest 
 
 
 (99) (16,456) (16,555)
Other comprehensive income (loss):            
Unrealized holding gains on available-for-sale securities, net 
 
 
 56
 
 56
Unrealized holding gains on derivative transactions, net 
 
 
 1,866
 
 1,866
Foreign currency translation adjustment, net 
 
 
 (5,033) 
 (5,033)
Cash dividends ($0.72 per share) 
 
 (48,917) 
 
 (48,917)
Issuance of common stock related to stock-based compensation, net 507
 11,948
 
 
 
 11,948
Stock-based compensation expense 
 13,159
 
 
 
 13,159
Repurchase of common stock (1,191) (25,107) (91,088) 
 
 (116,195)
BALANCE, SEPTEMBER 30, 2019 67,562
 $
 $1,754,379
 $(7,273) $
 $1,747,106
             
  Nine Months Ended September 30, 2018
  Columbia Sportswear Company Shareholders' Equity    
  Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total
 Shares
Outstanding
 Amount
BALANCE, DECEMBER 31, 2017 69,995
 $45,829
 $1,585,009
 $(8,887) $30,308
 $1,652,259
Net income 
 
 154,996
 
 6,603
 161,599
Other comprehensive income (loss):            
Unrealized holding losses on available-for-sale securities, net 
 
 
 (158) 
 (158)
Unrealized holding gains on derivative transactions, net 
 
 
 17,472
 1,070
 18,542
Foreign currency translation adjustment, net 
 
 
 (12,147) (418) (12,565)
Dividends to non-controlling interest 
 
 
 
 (21,332) (21,332)
Adoption of new accounting standards 
 
 14,615
 (515) 
 14,100
Cash dividends ($0.66 per share) 
 
 (46,160) 
 
 (46,160)
Issuance of common stock related to stock-based compensation, net 535
 12,286
 
 
 
 12,286
Stock-based compensation expense 
 10,247
 
 
 
 10,247
Repurchase of common stock (1,260) (68,152) (39,070) 
 
 (107,222)
BALANCE, SEPTEMBER 30, 2018 69,270
 $210
 $1,669,390
 $(4,235) $16,231
 $1,681,596
Nine months ended September 30, 2020
Common StockRetained EarningsAccumulated Other Comprehensive LossTotal
Shares
Outstanding
Amount
BALANCE, DECEMBER 31, 201967,561 $4,937 $1,848,935 $(4,425)$1,849,447 
Net Income— — 12,257 — 12,257 
Other comprehensive loss:
Unrealized holding losses on derivative transactions, net— — — (5,022)(5,022)
Foreign currency translation adjustment, net— — — 3,077 3,077 
Cash dividends ($0.26 per share)— — (17,195)— (17,195)
Issuance of common stock related to stock-based compensation, net206 339 — — 339 
Stock-based compensation expense— 12,802 — — 12,802 
Repurchase of common stock(1,557)(4,936)(127,953)— (132,889)
BALANCE, SEPTEMBER 30, 202066,210 $13,142 $1,716,044 $(6,370)$1,722,816 

Nine Months Ended September 30, 2019
Columbia Sportswear Company Shareholders' Equity
Common StockRetained EarningsAccumulated Other Comprehensive LossNon-Controlling InterestTotal
Shares
Outstanding
Amount
BALANCE, DECEMBER 31, 201868,246 $$1,677,920 $(4,063)$16,456 $1,690,313 
Net Income— — 216,464 — — 216,464 
Purchase of non-controlling interest— — — (99)(16,456)(16,555)
Other comprehensive loss:
Unrealized holding gains on available for-sale-securities, net— — — 56 — 56 
Unrealized holding gains on derivative transactions, net— — — 1,866 1,866 
Foreign currency translation adjustment, net— — — (5,033)(5,033)
Cash dividends ($0.72 per share)— — (48,917)— — (48,917)
Issuance of common stock related to stock-based compensation, net507 11,948 — — — 11,948 
Stock-based compensation expense— 13,159 — — — 13,159 
Repurchase of common stock(1,191)(25,107)(91,088)— — (116,195)
BALANCE, SEPTEMBER 30, 201967,562 $$1,754,379 $(7,273)$$1,747,106 
See accompanying notes to condensed consolidated financial statements.

6

COLUMBIA SPORTSWEAR COMPANY
INDEX TO NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTEPAGE
Note 1Basis of Presentation and Organization
Note 2Revenues
Note 3Intangible Assets, Net
Note 4Short-Term Borrowings and Credit Lines
Note 5Income Taxes
Note 6Product Warranty
Note 7Commitments and Contingencies
Note 8Shareholders' Equity
Note 9Stock-Based Compensation
Note 10Earnings Per Share
Note 11Accumulated Other Comprehensive Loss
Note 12Segment Information
Note 13Financial Instruments and Risk Management
Note 14Fair Value Measures


7

COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—BASIS OF PRESENTATION AND ORGANIZATION
The accompanying unaudited condensed consolidated financial statements have been prepared by the management of Columbia Sportswear Company (together with its wholly owned subsidiaries, and entities in which it maintains a controlling financial interest, the "Company") and, in the opinion of management, include all normal recurring material adjustments necessary to present fairly the Company's financial position as of September 30, 2019,2020, December 31, 20182019 and September 30, 2018,2019, and the results of operations for the three and nine months ended September 30, 20192020 and 2018,2019, and cash flows for the nine months ended September 30, 20192020 and 2018.2019. The December 31, 20182019 financial information was derived from the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.2019. A significant part of the Company's business is of a seasonal nature; therefore, results of operations for the three and nine months ended September 30, 20192020 are not necessarily indicative of results to be expected for other quarterly periods or for the full year.
In accordance with the Disclosure Modernization and Simplification final rule issued by the Securities and Exchange Commission ("SEC") and effective for the Company beginning in the first quarter of 2019, a reconciliation of the changes of shareholders' equity is presented for all periods for which the results of operations are presented.
Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to the rules and regulations of the SEC.Securities and Exchange Commission. The Company, however, believes that the disclosures contained in this report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.2019.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Columbia Sportswear Company and its wholly owned subsidiaries and entities in which it maintains a controlling financial interest.subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Estimates and Assumptions
The preparation of financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates and assumptions. Some of thesethe more significant estimates relate to revenue recognition, including sales returns and claims from customers, allowance for doubtfuluncollectible accounts provisions for potentialreceivable, excess, slow-movingclose-out and closeout inventories,slow moving inventory, product warranty, impairment of long-lived andassets, intangible assets and goodwill, income taxes, and stock-based compensation.
COVID-19
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESA novel strain of coronavirus ("COVID-19") was first identified in China in December 2019 and a global pandemic of respiratory disease caused by COVID-19 was declared by the World Health Organization in March 2020.
ExceptThe current environment of uncertainty significantly affected the September 30, 2020 estimates for allowance for uncollectible accounts receivable and excess, close-out and slow-moving inventory. These estimates involve assumptions about future events. The allowance for uncollectible accounts receivable includes assumptions about the future financial condition of the Company's customers and their ability to make required payments. The provision for excess, close-out and slow moving inventory includes assumptions about future demand for the Company’s products and the Company's ability to sell them at a profit.
As a result of lower consumer demand related to the COVID-19 pandemic, the Company tested certain retail locations and their respective lease right-of-use assets for impairment. For the three and nine months ended September 30, 2020, impairment charges for certain underperforming retail stores were $0.1 million and $6.7 million, respectively. These charges were recognized in Selling, general and administrative expenses ("SG&A expense"). Additionally, as disclosed belowa result of the COVID-19 pandemic and a significant decline in Note 8, pertainingprojected net sales, the prAna brand's trademark and goodwill were tested for impairment as of March 31, 2020. While no impairment was indicated during the first quarter 2020 tests, the degree by which the fair value of the prAna reporting unit and trademark exceeded their respective carrying values declined from the Company's 2019 impairment test. After performing both qualitative and quantitative analysis, including review of future long-term revenue and cash flow assumptions, the Company concluded a triggering event requiring measurement of the prAna brand's trademark and goodwill for impairment during the quarter ended September 30, 2020 did not occur.
As of September 30, 2020, the Company received or negotiated lease concessions related to our adoptionthe effects of new accounting pronouncements, there have beenthe COVID-19 pandemic on a portion of its stores. In April 2020, the Financial Accounting Standards Board (“FASB”) issued a Staff Q&A, Topic 842 and 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic. The FASB staff indicated that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how they would be accounted for as though enforceable rights and obligations for those concessions existed in the original contract. The Company elected to account for lease concessions related to the effects of the COVID-19 pandemic in accordance with the Staff Q&A. For concessions that provide a deferral of payments with no significantsubstantive changes to the Company's significant accounting policies as describedconsideration in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Recently Adopted Accounting Pronouncements
On January 1, 2019,original contract, the Company adopted Accounting Standards Update ("ASU") No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvementscontinues to Nonemployee Share-Based Payment Accounting, recognize
8

On January 1, 2019, the Company adopted ASU No. 2016-02, Leases ("ASC 842"), which increased transparency and comparability among organizations by recognizing right-of-use ("ROU") assets and lease liabilities on the balance sheet for most leases previously classified as operating leases. The updated guidance and subsequent clarifications require disclosuresIndex to meet the objective of enabling users of financial statementsNotes to assess the amount, timing and uncertainty of cash flows arising from leases.Consolidated Financial Statements
The Company adopted this standard utilizing the modified retrospective approach. The comparative prior period information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company has elected to adopt the package of transition practical expedients and, therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company did not elect the practical expedient to use hindsight for leases existing at adoption date.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


The adoption of ASC 842 resultedexpense during the deferral period. For concessions in the recognitionform of ROU assetslease abatements, the reduced lease payments are accounted for as reductions to variable lease expense. In the periods presented, lease concessions reducing variable lease expense were not material.
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law in the United States on March 27, 2020. The CARES Act provides payroll tax credits for employee retention, deferral of $352.7payroll tax payments and several income tax provision modifications. Additionally, there are other subsidies and incentives provided by foreign governments in the countries where the Company conducts business. For the three and nine months ended September 30, 2020, $2.8 million with corresponding lease liabilitiesand $7.1 million, respectively, of $387.1 million. As a result of adopting the standard, $34.4 million of pre-existing liabilities for deferred rentgovernment subsidies and various lease incentives were reclassified as a component of the ROU assets. At adoption, the measurement of the lease liabilities utilized the remaining minimum rental payments as defined under the previous accounting standard and the incremental borrowing rate as ofreduced SG&A expense.
Recently Adopted Accounting Pronouncements
Effective January 1, 2019.
The adoption of ASC 842 did not materially impact2020, the Condensed Consolidated Statements of Operations. Also, the adoption of ASC 842 had no material impact on operating, investing or financing cash flows in the Condensed Consolidated Statements of Cash Flows. See Note 8 for additional disclosure regarding the adoption of the new standard.
The following table presents the effect of the adoption of ASC 842 on our Condensed Consolidated Balance Sheets as of January 1, 2019:
  January 1, 2019
(in thousands) December 31, 2018 Adjustments due to ASC 842 January 1, 2019
Operating lease right-of-use assets $
 $352,679
 $352,679
Total assets 2,368,721
 352,679
 2,721,400
Accrued liabilities 275,684
 (3,346) 272,338
Operating lease liabilities 
 57,207
 57,207
Current liabilities 572,882
 53,861
 626,743
Non-current operating lease liabilities 
 329,865
 329,865
Other long-term liabilities 45,214
 (31,047) 14,167
Total liabilities 678,408
 352,679
 1,031,087
Total liabilities and equity 2,368,721
 352,679
 2,721,400

Recent Accounting Pronouncements Not Yet Adopted
In August 2018, the FinancialCompany adopted Accounting Standards BoardUpdate ("FASB"ASU")issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), issued by the FASB in August 2018, which clarifies certain aspects of accounting for implementation costs incurred in a cloud computing arrangement ("CCA") that is a service contract. Under the ASU, an entity would expense costs incurred in the preliminary-project and post-implementation-operation stages. The entity would also capitalize certain costs incurred during the application-development stage, as well as certain costs related to enhancements. The ASU does not change the accounting for the service component of a CCA. This standard is effective beginning in the first quarter of 2020, with early adoption permitted. The Company is planning to adoptadopted the standard using the prospective method and anticipates an increase in cloud-specific implementation assets as specific cloud initiatives are executed by the Company. These assets will generally be included in Other non-current assets in the Condensed Consolidated Balance Sheets and will amortize over their assessed useful lives or the term of the underlying cloud computing hosting contract, whichever is currently evaluatingshorter. Upon the adoption of the standard, there was no immediate impact this accounting standard will have onto the Company's financial position, results of operations or cash flows.
InEffective January 2017,1, 2020, the FASB issuedCompany adopted ASU No. 2017-04, Intangibles-GoodwillIntangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, issued by the FASB in January 2017, which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Under this guidance, if the carrying amount of a reporting unit exceeds its estimated fair value, an impairment charge shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This standard is effective beginning in the first quarter of 2020, with early adoption permitted. The impact of the new standard will depend on the specific facts and circumstances of future individual goodwill impairments, if any.
In June 2016,Effective January 1, 2020, the FASB issuedCompany adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Subsequently, issued by the FASB has issuedin June 2016, as well as the clarifying amendments to clarify the codification, in addition to also clarifying the implementation dates and the items that fall within the scope of this pronouncement.subsequently issued. The pronouncement changes the impairment model for most financial assets and will require the use of an "expected loss" model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. Upon adoption of the standard, there was no immediate impact to the Company's financial position, results of operations or cash flows. On an ongoing basis, the Company will contemplate forward-looking economic conditions in recording lifetime expected credit losses for the Company’s financial assets measured at cost, such as the Company’s trade receivables and certain short-term investments.
Summary of Significant Accounting Policies
Except as disclosed below, there have been no significant changes to the Company's significant accounting policies as described in Note 2 in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
The following significant accounting policies have been updated since the Company’s 2019 Annual Report on Form 10-K as a result of the adoption of ASU No. 2016-13 and ASU No. 2018-15, respectively:
Accounts Receivable
Accounts receivable have been reduced by an allowance for doubtful accounts. The Company maintains the allowance for estimated 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 creditworthiness, historical levels of credit losses, and future expectations. Write-off activity and recoveries for the periods presented were not material.
Cloud Computing Arrangements
The Company’s CCAs primarily relate to various enterprise resource planning systems, as well as other supporting systems. These assets are generally included in Other non-current assets in the Condensed Consolidated Balance Sheets and amortize on a straight-line basis over their assessed useful lives or the term of the underlying cloud computing hosting contract, whichever is shorter. As of September 30, 2020, assets were in-service with useful lives ranging from ten months to five years. As of September 30, 2020, CCA assets consisted of capitalized implementation costs of $24.1 million and associated accumulated amortization of $0.7 million. Changes in these assets are recorded in Other assets within operating activitiesin the Condensed Consolidated Statements of Cash Flows.
9

COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
Recent Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which, among other things, removes specific exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods, as well as targeted impacts to the accounting for taxes under hybrid tax regimes. This standard is effective beginning in the first quarter of 2020.2021 on a prospective basis, with early adoption permitted. The adoption of ASU 2016-13Company is not expected tocurrently evaluating the impact this accounting standard will have a material effect on the Company's financial position, results of operations or cash flows.
NOTE 3—2—REVENUES
Disaggregated Revenue
As disclosed below in Note 14,12, the Company has aggregated its operating segments into 4 geographic reportable segments: the United States ("U.S."), Latin America and Asia Pacific ("LAAP"), Europe, Middle East and Africa ("EMEA"), and Canada.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


The following tables disaggregate the Company's operating segment Net sales by product category and sales channel, which the Company believes provide a meaningful depiction of how the nature, timing, and uncertainty of Net sales are affected by economic factors:
Three Months Ended September 30, 2020
(in thousands)U.S.LAAPEMEACanadaTotal
Product category net sales
Apparel, Accessories and Equipment$332,713 $70,026 $66,160 $41,221 $510,120 
Footwear112,907 20,925 32,999 24,141 190,972 
Total$445,620 $90,951 $99,159 $65,362 $701,092 
Sales channel net sales
Wholesale$282,850 $50,723 $85,074 $52,820 $471,467 
Direct-to-consumer162,770 40,228 14,085 12,542 229,625 
Total$445,620 $90,951 $99,159 $65,362 $701,092 
  Three Months Ended September 30, 2019
(in thousands) United States LAAP EMEA Canada Total
Product category net sales          
Apparel, Accessories and Equipment $459,633
 $93,486
 $66,058
 $65,532
 $684,709
Footwear 121,630
 29,760
 38,345
 32,349
 222,084
Total $581,263
 $123,246
 $104,403
 $97,881
 $906,793
Sales channel net sales          
Wholesale $396,275
 $77,934
 $91,329
 $86,993
 $652,531
Direct-to-consumer 184,988
 45,312
 13,074
 10,888
 254,262
Total $581,263
 $123,246
 $104,403
 $97,881
 $906,793

Three Months Ended September 30, 2019
(in thousands)U.S.LAAPEMEACanadaTotal
Product category net sales
Apparel, Accessories and Equipment$459,633 $93,486 $66,058 $65,532 $684,709 
Footwear121,630 29,760 38,345 32,349 222,084 
Total$581,263 $123,246 $104,403 $97,881 $906,793 
Sales channel net sales
Wholesale$396,275 $77,934 $91,329 $86,993 $652,531 
Direct-to-consumer184,988 45,312 13,074 10,888 254,262 
Total$581,263 $123,246 $104,403 $97,881 $906,793 
  Three Months Ended September 30, 2018
(in thousands) United States LAAP EMEA Canada Total
Product category net sales          
Apparel, Accessories and Equipment $406,474
 $92,869
 $63,950
 $54,294
 $617,587
Footwear 89,687
 25,510
 36,401
 26,616
 178,214
Total $496,161
 $118,379
 $100,351
 $80,910
 $795,801
Sales channel net sales          
Wholesale $320,102
 $72,121
 $87,434
 $70,099
 $549,756
Direct-to-consumer 176,059
 46,258
 12,917
 10,811
 246,045
Total $496,161
 $118,379
 $100,351
 $80,910
 $795,801

10

  Nine months ended September 30, 2019
(in thousands) United States LAAP EMEA Canada Total
Product category net sales          
Apparel, Accessories and Equipment $1,081,942
 $267,919
 $183,168
 $109,909
 $1,642,938
Footwear 227,072
 89,800
 84,110
 43,691
 444,673
Total $1,309,014
 $357,719
 $267,278
 $153,600
 $2,087,611
Sales channel net sales          
Wholesale $756,558
 $200,083
 $231,219
 $124,119
 $1,311,979
Direct-to-consumer 552,456
 157,636
 36,059
 29,481
 775,632
Total $1,309,014
 $357,719
 $267,278
 $153,600
 $2,087,611
  Nine Months Ended September 30, 2018
(in thousands) United States LAAP EMEA Canada Total
Product category net sales          
Apparel, Accessories and Equipment $970,194
 $263,849
 $168,306
 $99,854
 $1,502,203
Footwear 168,981
 86,983
 88,806
 37,755
 382,525
Total $1,139,175
 $350,832
 $257,112
 $137,609
 $1,884,728
Sales channel net sales          
Wholesale $636,108
 $192,967
 $223,018
 $109,324
 $1,161,417
Direct-to-consumer 503,067
 157,865
 34,094
 28,285
 723,311
Total $1,139,175
 $350,832
 $257,112
 $137,609
 $1,884,728
Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


Nine months ended September 30, 2020
(in thousands)U.S.LAAPEMEACanadaTotal
Product category net sales
Apparel, Accessories and Equipment$793,846 $193,815 $145,100 $73,445 $1,206,206 
Footwear210,887 67,097 68,198 33,543 379,725 
Total$1,004,733 $260,912 $213,298 $106,988 $1,585,931 
Sales channel net sales
Wholesale$559,052 $139,316 $180,416 $78,546 $957,330 
Direct-to-consumer445,681 121,596 32,882 28,442 628,601 
Total$1,004,733 $260,912 $213,298 $106,988 $1,585,931 
During the fourth quarter of 2018, the Company determined that it had understated wholesale and overstated direct-to-consumer ("DTC") net sales by $5.0 million and $11.5 million in the LAAP segment for the three and nine months ended September 30, 2018, respectively, with no effect on LAAP segment total net sales. The Company assessed the significance of the misclassifications and concluded that they were not material to any prior periods. As a result, the LAAP segment wholesale and DTC net sales for the three and nine months ended September 30, 2018 in the table above have been revised from amounts previously reported to correct the misclassifications. These corrections had no effect on the Company's Condensed Consolidated Statements of Operations.
Nine Months Ended September 30, 2019
(in thousands)U.S.LAAPEMEACanadaTotal
Product category net sales
Apparel, Accessories and Equipment$1,081,942 $267,919 $183,168 $109,909 $1,642,938 
Footwear227,072 89,800 84,110 43,691 444,673 
Total$1,309,014 $357,719 $267,278 $153,600 $2,087,611 
Sales channel net sales
Wholesale$756,558 $200,083 $231,219 $124,119 $1,311,979 
Direct-to-consumer552,456 157,636 36,059 29,481 775,632 
Total$1,309,014 $357,719 $267,278 $153,600 $2,087,611 
Performance Obligations
For the three and nine months ended September 30, 20192020 and 2018,2019, Net sales recognized from performance obligations related to prior periods waswere not material. Net sales expected to be recognized in any future period related to remaining performance obligations areis not material.
Contract Balances
As of September 30, 2019,2020, December 31, 20182019 and September 30, 2018,2019, contract liabilities recorded asincluded in Accrued liabilities on the Condensed Consolidated Balance Sheets, which consisted of obligations associated with ourthe Company's gift card and customer loyalty programs, were not material.
11
NOTE 4—NON-CONTROLLING INTEREST

In September 2018, the Company and Swire entered into an Equity Interest Transfer Agreement ("EITA"), under which the Company committed to buy out the 40% non-controlling interest in the joint venture. On January 2, 2019, the Company closed the buyout. As a result of the buyout, the 2019 condensed consolidated financial statements of the Company do not separately reflect amounts related to the non-controlling interest. See Note 17 for additional information regarding the various terms and conditions and resulting related-party transactions associated with the buyout.
NOTE 5—INTANGIBLE ASSETS, NET
The following table summarizes the Company's identifiable Intangible assets, net balance:
(in thousands) September 30,
2019
 December 31,
2018
 September 30,
2018
Intangible assets subject to amortization:      
Patents and purchased technology $14,198
 $14,198
 $14,198
Customer relationships 23,000
 23,000
 23,000
Gross carrying amount 37,198
 37,198
 37,198
Accumulated amortization:      
Patents and purchased technology (12,979) (11,981) (11,649)
Customer relationships (15,300) (14,063) (13,650)
Total accumulated amortization (28,279) (26,044) (25,299)
Net carrying amount 8,919
 11,154
 11,899
Intangible assets not subject to amortization 115,421
 115,421
 115,421
Intangible assets, net $124,340
 $126,575
 $127,320

Amortization expense for intangible assets subject to amortization was $0.7 million for each of the three months ended September 30, 2019 and 2018 and was $2.2 million for each of the nine months ended September 30, 2019 and 2018.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


NOTE 3—INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
(in thousands)September 30,
2020
December 31,
2019
September 30,
2019
Intangible assets subject to amortization:
Patents and purchased technology$14,198 $14,198 $14,198 
Customer relationships23,000 23,000 23,000 
Gross carrying amount37,198 37,198 37,198 
Accumulated amortization:
Patents and purchased technology(14,198)(13,311)(12,979)
Customer relationships(16,950)(15,713)(15,300)
Total accumulated amortization(31,148)(29,024)(28,279)
Net carrying amount6,050 8,174 8,919 
Intangible assets not subject to amortization115,421 115,421 115,421 
Intangible assets, net$121,471 $123,595 $124,340 
Amortization expense for intangible assets subject to amortization was $0.6 million and $0.7 million for the three months ended September 30, 2020 and 2019, respectively, and was $2.1 million and $2.2 million for the nine months ended September 30, 2020 and 2019, respectively.
Annual amortization expense is estimated to be as follows for the years 20192020 through 2023:2024:
(in thousands)
2020$2,537 
20211,650 
20221,650 
20231,650 
2024688 
(in thousands) 
2019$2,980
20202,537
20211,650
20221,650
20231,650

NOTE 6—4—SHORT-TERM BORROWINGS AND CREDIT LINES
TheAt the beginning of 2020, the Company had an unsecured, committed revolving line of credit agreement, maturing on JulyAugust 1, 2021,2023 with monthly variable commitments available for funding that as of March 31, 2019, averaged $100.0$50.0 million over the course of a calendar year. AtIn March 2020, the Company entered into a first amendment to its unsecured, committed revolving line of credit agreement to remove the seasonality within the commitment levels and provide $125.0 million in committed borrowing availability through December 31, 20182020. In April 2020, the Company entered into a second amended and restated credit agreement (the “restated credit agreement”) which amended and restated the committed revolving line of credit agreement. The restated credit agreement provides for (i) a secured, committed revolving line of credit, maturing on August 1, 2023 with a commitment available for funding of $125.0 million (the "Revolving A Loan"), (ii) a secured, committed revolving line of credit, maturing April 13, 2021, with a commitment available for funding of $400.0 million (the "Revolving B Loan", together with the Revolving A Loan, the "Revolving Loans"), and (iii) an uncommitted $100.0 million incremental facility, which may be added to the Revolving B Loan if it is executed on, upon request by the Company to the administrative agent. Advances under the Revolving Loans can be either LIBOR loans or base rate loans. LIBOR loans bear interest on the outstanding principal amount thereof for each interest period at a rate per annum equal to LIBOR (subject to a LIBOR floor) plus a margin ranging from 2.00% to 2.75% (the "LIBOR Margin"). Base rate loans bear interest on the outstanding principal amount thereof at a rate per annum equal to the LIBOR Margin plus the greater of (i) daily reset one month LIBOR or (ii) in the case of Revolving A Loans, the LIBOR floor; provided that if the lenders are unable to price loans based on LIBOR, base rate loans will bear interest at an interest rate per annum equal to a margin ranging from 1.00% to 1.75% plus the higher of (A) the rate of interest most recently announced by the administrative agent as its prime rate or (B) the federal funds rate plus 1.50%. In addition, the restated credit agreement requires the Company to comply with certain financial covenants. If the Company is in default, it is required to comply with certain restrictions on dividend payments and stock repurchases. In connection with the restated agreement, the Company entered into a collateral agreement under which the obligations of the Company were secured by all assets of the Company and Columbia Brands USA, LLC, except for intellectual property, real property, equity interests in foreign subsidiaries and certain other exclusions. Effective July 10, 2020, the Company entered into a first amendment (the "first amendment") to its restated credit agreement. The first amendment provides for
12

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Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
suspensions of and adjustments to the financial covenants beginning on July 1, 2020 through December 31, 2020 (the "covenant suspension period") as follows: (i) the funded debt ratio no longer needs to be maintained during the covenant suspension period, (ii) the interest coverage ratio no longer needs to be maintained during the covenant suspension period, and (iii) the Company must maintain liquidity (inclusive of unrestricted and unencumbered cash-on-hand of the Company and its subsidiaries and, with certain limitations, availability under the revolving credit facilities provided for in the restated credit agreement) of not less than $200.0 million as of each calendar month end during the covenant suspension period. In addition, the minimum LIBOR floors were revised to be 0.50% in the case of both Revolving A and Revolving B loans. The first amendment also provides for a letter of credit facility and contains modifications to certain other negative covenants, including a change to the negative indebtedness covenant to allow for up to $350 million in additional unsecured indebtedness. In connection with the first amendment, the Company amended and restated the collateral agreement, originally dated April 15, 2020 to provide for a pledge by the Company and Columbia Brands USA, LLC of 65% of their equity interests in foreign subsidiaries. At September 30, 2018,2020, the Company was in compliance with all associated covenants, and there was no balance outstanding under this line of credit. In April 2019, the Company amendedthese lines and restated itsfacility.
The Company’s Canadian subsidiary has available an unsecured committed revolvingand uncommitted line of credit, agreementwhich is payable on demand, guaranteed by the Company, and provides for borrowings up to reducea maximum of CAD$30.0 million (approximately US$22.4 million) at September 30, 2020. The revolving line accrues interest at the monthly variable commitments availableCanadian Prime rate for funding to an average of $50.0 million over the course of a calendar year. The maturity date of this amended and restated agreement is August 1, 2023. Interest, payable monthly, continues to be based on the Company's applicable funded debt ratio, which could range from USD LIBORCAD overdraft borrowings or Bankers' Acceptance rate plus 87.5150 basis points to USD LIBOR plus 162.5 basis points. The amended and restated agreement requires the Company to comply with certain financial covenants covering the Company's funded debt ratio and interest coverage ratio, and eliminates the previous requirements that covered net income, fixed coverage ratio and borrowing basis. If the Company is in default, it is prohibited from paying dividends or repurchasing common stock. Atfor Bankers' Acceptance loans. As of September 30, 2019, the Company was in compliance with all associated covenants, and2020, there was no0 balance outstanding under this line of credit.
TheAt the beginning of 2020, the Company's European subsidiary has availablehad two separate unsecured and uncommitted lines of credit, guaranteed by the Company, providingand provides for borrowingborrowings up to a maximum of €25.8 million and €5.0 million. In June 2020, the Company's European subsidiary entered into an agreement which replaced the €5.0 million respectively (combinedline with a €4.4 million secured, committed line of credit, and a €0.6 million unsecured and uncommitted line of credit. The combined available borrowings of the three lines was approximately US$33.7 million),36.2 million at September 30, 2019. The2020. Borrowings under the €25.8 million line accrue interest at a base rate of credit185 basis points plus 200 basis points. Borrowings under the €4.4 million and €0.6 million lines each accrue interest at 75 basis points. As of September 30, 2020, there was 0 balance outstanding under these facilities.
At the beginning of the third quarter of 2020, the Company’s Japanese subsidiary had available two separate unsecured and uncommitted overdraft facilities guaranteed by the Company providing for borrowing up to a maximum of US$7.0 million and ¥300.0 million. During the third quarter of 2020, the overdraft facility with a maximum borrowing of €5.0 million accrues interest based on the Euro Overnight Index Average plus 75 basis points. During the first quarter of 2019, the interest rate on the line of credit with a maximum borrowing of €25.8¥300.0 million was modified to increase the maximum borrowing to ¥1.5 billion. The combined maximum borrowings of the two lines were approximately US$21.2 million at September 30, 2020. Borrowings under the ¥1.5 billion overdraft facility accrue interest based onat the European Central Bank refinancing rateTokyo Interbank Offered Rate plus 75.00.50 basis points and borrowings under the US$7.0 million overdraft facility accrue interest at 200 basis points. ThereAs of September 30, 2020, there was no0 balance outstanding under eitherthese facilities.
The Company’s Korea subsidiary has available an unsecured and uncommitted overdraft facility guaranteed by the Company providing for borrowing up to a maximum of these lines of creditUS$20.0 million at September 30, 2019, December 31, 2018 and2020. Borrowings under the overdraft facility accrue interest at the Korea three month CD rate plus 200 basis points. As of September 30, 2018.2020, there was 0 balance outstanding under this overdraft facility.
Except as disclosed above,At the beginning of the third quarter of 2020, the Company’s Chinese subsidiary had available an unsecured and uncommitted overdraft and clean advance facility guaranteed by the Company providing for borrowings of advances or overdrafts up to a maximum of US$20.0 million at September 30, 2020. Borrowings under the facility accrue interest on advances of RMB at 4.15%, advances of USD based on LIBOR plus 2.0% per annum or overdrafts of RMB based on 110% of the PBOC rate. In September 2020, the Company's Chinese subsidiary entered into an unsecured and uncommitted line of credit, guaranteed by the Company that provides for borrowings up to a maximum of RMB140.0 million. Borrowings under the facility accrue interest at the one year loan prime rate less 10 basis points. The combined available borrowings of the two lines were approximately US$40.5 million at September 30, 2020. As of September 30, 2020, there have been no significant changeswas 0 balance outstanding under these facilities.
NOTE 5—INCOME TAXES
For the three months ended September 30, 2020 and 2019, the Company's effective income tax rates were 26.1% and 22.0%, respectively. For the nine months ended September 30, 2020 and 2019, the effective income tax rates were 24.8% and 18.2%, respectively. The increase in the effective income tax rate for the three months ended September 30, 2020 compared to the Company's short-term borrowing and credit lines as describedthree months ended September 30, 2019 was primarily driven by the change in Note 9mix of book income or loss among jurisdictions. The increase in the Company's Annual Report on Form 10-Keffective income tax rate for the yearnine months ended DecemberSeptember 30, 2020 compared to the nine months ended September 30, 2019 was driven primarily by the change in mix of book income or loss among jurisdictions, and the recognition in 2019 of a one-time tax benefit related to the passage of a Swiss tax reform package.
Income tax expense, deferred tax assets and related liabilities are based on estimates. In the three months ended March 31, 2018.2020, a $1.5 million valuation allowance adjustment was recorded related to the expected portion of tax benefits that would not be realized in certain foreign jurisdictions based on available evidence. The likelihood of realizing the benefits of the deferred tax assets was assessed as of
13

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Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
September 30, 2020 and no additional valuation allowance adjustment was recorded. The Company will continue to monitor the realizability of deferred tax assets, particularly in certain foreign jurisdictions where the economic impacts of the COVID-19 pandemic may result in net operating losses. The ability to recover these deferred tax assets depends on several factors, including results of operations and the ability to project future taxable income in those jurisdictions. If it is determined that some additional portion of the tax benefits will not be realized, valuation allowance would be recorded, which would increase income tax expense. Total deferred tax assets as of September 30, 2020 were approximately $77.1 million, of which approximately $7.7 million related to foreign jurisdictions where the Company expects to incur significant net operating losses in the near term, although the risks of failing to realize these benefits vary across jurisdictions.
NOTE 7—6—PRODUCT WARRANTY
Some of the Company's products carry assurance-typelife-time or limited warranty provisions for defects in quality and workmanship. A warranty reserve is established at the time of sale to cover estimated costs based on the Company's history of warranty repairs replacements and refundsreplacements and is recorded in Cost of sales in the Condensed Consolidated Statements of Operations. The warranty reserve is included in Accrued liabilities in the Condensed Consolidated Balance Sheets.
A reconciliation of product warranties is as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2020201920202019
Balance at beginning of period$13,334 $13,186 $14,466 $13,186 
Provision for warranty claims525 645 1,430 3,140 
Warranty claims(493)(440)(2,378)(2,899)
Other175 (180)23 (216)
Balance at end of period$13,541 $13,211 $13,541 $13,211 
  Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2019 2018 2019 2018
Balance at beginning of period $13,186
 $11,857
 $13,186
 $12,339
Provision for warranty claims 645
 555
 3,140
 2,997
Warranty claims (440) (378) (2,899) (3,088)
Other (180) 50
 (216) (164)
Balance at end of period $13,211
 $12,084
 $13,211
 $12,084

NOTE 8—LEASES
The Company leases, among other things, retail space, office space, warehouse facilities, storage space, vehicles, and equipment. Generally, the base 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.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


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 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.
ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its 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 quoted interest rates obtained from financial institutions as an input to derive an appropriate incremental borrowing rate, adjusted for the amount of the lease payments, 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. At the renewal of an expiring lease, the Company reassesses options in the contract that it is reasonably certain to exercise in its measurement of lease term.
For lease agreements entered into or reassessed after the adoption of 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 Condensed Consolidated Statements of Operations in the same line item as expense arising from fixed lease payments.
Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
The components of lease cost for the three and nine months ended September 30, 2019 were as follows:
(in thousands) Three Months Ended Nine Months Ended
Operating lease cost $20,072
 $57,592
Variable lease cost 12,676
 38,572
Short term lease cost 3,442
 5,614
  $36,190
 $101,778
Supplemental cash flow information related to leases for the nine months ended September 30, 2019 is as follows:
(in thousands)  
Cash paid for amounts included in the measurement of operating lease liabilities $56,843
Operating lease liabilities arising from obtaining ROU assets (1)
 $467,075
(1) Includes amount initially capitalized in conjunction with the adoption of ASC 842.
Amounts disclosed for lease liabilities arising from obtaining ROU assets include amounts added to the carrying amount of lease liabilities resulting from lease modifications and reassessments.
Supplemental balance sheet information related to leases as of September 30, 2019 is as follows:
Weighted average remaining lease term6.99 years
Weighted average discount rate3.89%


COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


As of September 30, 2019, future maturities of lease liabilities are as follows:
(in thousands)  
2019 $20,119
2020 76,258
2021 68,625
2022 63,532
2023 58,579
Thereafter 212,496
Total lease payments 499,609
Less: imputed interest (70,338)
Total lease liabilities 429,271
Less: current obligations (62,756)
Long-term lease obligations $366,515

As of September 30, 2019, the Company has additional operating lease commitments that have not yet commenced of $13.6 million. These leases will commence in 2019 and 2020 with lease terms of 1 to 11 years.
Disclosures related to periods prior to adoption of ASC 842
Information on rent expense for the three and nine months ended September 30, 2018 was as follows:
(in thousands) Three Months Ended Nine Months Ended
Rent expense included in SG&A expense $32,058
 $96,370
Rent expense included in Cost of sales 448
 1,257
  $32,506
 $97,627

Future minimum payments determined under the previous accounting standards for all lease obligations, including rent escalation clauses and committed leases that had not yet commenced, at December 31, 2018, were as follows:
(in thousands)  
2019 $72,280
2020 65,379
2021 57,460
2022 52,607
2023 47,837
Thereafter 155,897
  $451,460

NOTE 9—7—COMMITMENTS AND CONTINGENCIES
Inventory Purchase Obligations
Inventory purchase obligations consist of open production purchase orders and other commitments for raw materials and sourced apparel, footwear, accessories, and equipment. At September 30, 2019, inventory purchase obligations were $356.5 million.
Litigation
The Company is a party to various legal claims, actions and complaints from time to time. Although the ultimate resolution of legal proceedings cannot be predicted with certainty, management believes that disposition of these matters will not have a material adverse effect on the Company's condensed consolidated financial statements.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


NOTE 10—8—SHAREHOLDERS' EQUITY
Since the inception of the Company's stock repurchase plan in 2004 through September 30, 2020, the Company's Board of Directors has authorized the purchase of $1.1 billion of the Company's common stock. As of September 30, 2020, the Company had repurchased 26.8 million shares under this program at an aggregate purchase price of $1,017.8 million. Shares repurchased generally settle subsequent to the trade date. Shares of the Company's common stock may be repurchased in the open market or through privately negotiated transactions, subject to market conditions. 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. Shares repurchased generally settle subsequent to their trade date. During the three and nine months ended September 30, 2019,March 31, 2020, the Company repurchased an aggregate of $15.8$132.9 million and $116.2 million, respectively, of common stock under the stock repurchase plan authorized by the Company's Board of Directors. DuringDirectors and a pre-established written trading plan. In mid-March 2020, to reduce capital outflows and preserve capital, the Company suspended share repurchases. The Company did not repurchase common stock during the three and nine months ended September 30, 2018,2020.
NOTE 9—STOCK-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 repurchasedhas reserved 3 million shares of common stock for issuance under the 2020 Plan, plus up to an aggregate of $67.11.5 million and $107.2 million, respectively,shares of the Company’s common stock that were previously authorized and available for issuance under the stock repurchase plan.
NOTE 11—STOCK-BASED COMPENSATION
Prior Plan. The Company's stock incentive plan2020 Plan allows for grants of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, and other stock-based or cash-based awards. See Note 16 in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 for additional information concerning its stock-based compensation.
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Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Stock-based compensation expense
Stock-based compensation expense consisted of the following:
  Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2019 2018 2019 2018
Stock options $1,509
 $1,277
 $4,600
 $3,571
Restricted stock units 2,869
 2,371
 8,559
 6,676
Total $4,378
 $3,648
 $13,159
 $10,247

 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2020201920202019
Stock options$1,775 $1,509 $5,234 $4,600 
Restricted stock units3,315 2,869 7,568 8,559 
Total$5,090 $4,378 $12,802 $13,159 
Stock Options
During the nine months ended September 30, 2019,2020, the Company granted a total of 394,730660,071 stock options at a weighted average grant date fair value of $22.53. At$14.67. As of September 30, 2019,2020, unrecognized costs related to outstanding stock options totaled $11.6$13.3 million, before any related tax benefit. TheAs of September 30, 2020, unrecognized costs related to stock options are amortized over the related vesting period using the straight-line attribution method. Unrecognized costs related to stock options at September 30, 2019 are expected to be recognized over a weighted average period of 2.392.59 years.
Restricted Stock Units
During the nine months ended September 30, 2019,2020, the Company granted 169,134209,972 restricted stock units at an estimated average grant date fair value of $95.47. At$79.43. As of September 30, 2019,2020, unrecognized costs related to outstanding restricted stock units totaled $21.8$21.5 million, before any related tax benefit. TheAs of September 30, 2020, unrecognized costs related to restricted stock units are being amortized over the related vesting period using the straight-line attribution method. These unrecognized costs at September 30, 2019 are expected to be recognized over a weighted average period of 2.302.34 years.
NOTE 12—10—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 common shares used in the denominator for computing basic and diluted EPS is as follows:
  Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share amounts) 2019 2018 2019 2018
Weighted average shares of common stock outstanding, used in computing basic earnings per share 67,593
 69,589
 67,935
 69,895
Effect of dilutive stock options and restricted stock units 587
 768
 685
 790
Weighted average shares of common stock outstanding, used in computing diluted earnings per share 68,180
 70,357
 68,620
 70,685
Earnings per share of common stock attributable to Columbia Sportswear Company:        
Basic $1.76
 $1.44
 $3.19
 $2.22
Diluted $1.75
 $1.42
 $3.15
 $2.19

COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share amounts)2020201920202019
Weighted average shares of common stock outstanding, used in computing basic earnings per share66,179 67,593 66,427 67,935 
Effect of dilutive stock options and restricted stock units358 587 380 685 
Weighted average shares of common stock outstanding, used in computing diluted earnings per share66,537 68,180 66,807 68,620 
Earnings per share of common stock:
Basic$0.95 $1.76 $0.18 $3.19 
Diluted$0.94 $1.75 $0.18 $3.15 
Stock options, service-based restricted stock units, and performance-based restricted stock units representing 440,9931,156,073 and 240,3571,282,086 shares of common stock for the three months ended September 30, 2019 and 2018, respectively, and 378,617 and 349,381 shares of common stock for the nine months ended September 30, 2019 and 2018,2020, respectively, were outstanding but were excluded from the computation of diluted EPS because their effect would behave been anti-dilutive under the treasury stock method or because the shares were subject to performance conditions that had not been met.
Stock options, service-based restricted stock units, and performance-based restricted stock units representing 440,993 and 378,617 shares of common stock for the three and nine months ended September 30, 2019, respectively, were outstanding but were excluded from the computation of diluted EPS because their effect would have been anti-dilutive under the treasury stock method or because the shares were subject to performance conditions that had not been met.
NOTE 13—11—ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss, net of applicable taxes, reported on the Company's Condensed Consolidated Balance Sheets is net of applicable taxes, and consists of unrealized holding gains and losses on available-for-sale securities, unrealized gains and losses on certain derivative transactions and foreign currency translation adjustments.
The following table sets forth the changes in accumulated other comprehensive loss attributable
15

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Index to Columbia Sportswear Company, net of tax, for the three months ended September 30, 2019:
(in thousands) Unrealized gains (losses) on available-for-sale securities Unrealized holding gains (losses) on derivative transactions Foreign currency translation adjustments Total
Balance at June 30, 2019 $(4) $11,317
 $(12,611) $(1,298)
Other comprehensive income (loss) before reclassifications 
 6,315
 (8,389) (2,074)
Amounts reclassified from accumulated other comprehensive loss 
 (3,901) 
 (3,901)
Net other comprehensive income (loss) income during the period 
 2,414
 (8,389) (5,975)
Balance at September 30, 2019 $(4) $13,731
 $(21,000) $(7,273)
The following table sets forth the changes in accumulated other comprehensive loss attributableNotes to Columbia Sportswear Company, net of tax, for the three months ended September 30, 2018:
(in thousands) Unrealized gains (losses) on available-for-sale securities Unrealized holding gains (losses) on derivative transactions Foreign currency translation adjustments Total
Balance at June 30, 2018 $
 $3,889
 $(10,263) $(6,374)
Other comprehensive income (loss) before reclassifications (162) 541
 (51) 328
Amounts reclassified from accumulated other comprehensive loss 
 1,811
 
 1,811
Net other comprehensive income (loss) during the period (162) 2,352
 (51) 2,139
Balance at September 30, 2018 $(162) $6,241
 $(10,314) $(4,235)
The following table sets forth the changes in accumulated other comprehensive loss attributable to Columbia Sportswear Company, net of tax, for the nine months ended September 30, 2019:

Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


The following table sets forth the changes in accumulatedAccumulated other comprehensive loss attributable for the three months ended September 30, 2020:
(in thousands)Unrealized losses on available-for-sale securitiesUnrealized holding gains (losses) on derivative transactionsForeign currency translation adjustmentsTotal
Balance at June 30, 2020$(4)$16,145 $(22,001)$(5,860)
Other comprehensive income (loss) before reclassifications(6,398)11,175 4,777 
Amounts reclassified from accumulated other comprehensive loss(1)
(5,287)(5,287)
Net other comprehensive income (loss) during the period(11,685)11,175 (510)
Balance at September 30, 2020$(4)$4,460 $(10,826)$(6,370)
(1)Amounts reclassified are recorded in Net sales,Cost of sales, or Other non-operating income (expense), net on the Condensed Consolidated Statements of Operations. Refer to Columbia Sportswear Company, netNote 13 for further information regarding classifications.
The following table sets forth the changes in Accumulated other comprehensive loss for three months ended September 30, 2019:
(in thousands)Unrealized losses on available-for-sale securitiesUnrealized holding gains (losses) on derivative transactionsForeign currency translation adjustmentsTotal
Balance at June 30, 2019$(4)$11,317 $(12,611)$(1,298)
Other comprehensive income (loss) before reclassifications6,315 (8,389)(2,074)
Amounts reclassified from accumulated other comprehensive loss(1)
(3,901)(3,901)
Net other comprehensive income (loss) during the period2,414 (8,389)(5,975)
Balance at September 30, 2019$(4)$13,731 $(21,000)$(7,273)
(1)Amounts reclassified are recorded in Net sales or Cost of tax,sales on the Condensed Consolidated Statements of Operations. Refer to Note 13 for further information regarding classifications.
The following table sets forth the changes in Accumulated other comprehensive loss for the nine months ended September 30, 2018:2020:
(in thousands)Unrealized losses on available-for-sale securitiesUnrealized holding gains (losses) on derivative transactionsForeign currency translation adjustmentsTotal
Balance at December 31, 2019$(4)$9,482 $(13,903)$(4,425)
Other comprehensive income before reclassifications4,617 3,077 7,694 
Amounts reclassified from accumulated other comprehensive loss(1)
(9,639)(9,639)
Net other comprehensive income (loss) during the period(5,022)3,077 (1,945)
Balance at September 30, 2020$(4)$4,460 $(10,826)$(6,370)
(1)Amounts reclassified are recorded in Net sales, Cost of sales, or Other non-operating income (expense), net on the Condensed Consolidated Statements of Operations. Refer to Note 13 for further information regarding classifications.
  Unrealized gains (losses) on available-for-sale securities Unrealized holding gains (losses) on derivative transactions Foreign currency translation adjustments Total
Balance at December 31, 2017 $(4) $(10,716) $1,833
 $(8,887)
Other comprehensive income (loss) before reclassifications (158) 16,088
 (12,147) 3,783
Amounts reclassified from accumulated other comprehensive loss 
 1,384
 
 1,384
Net other comprehensive income (loss) during the period (158) 17,472
 (12,147) 5,167
Adoption of ASU 2017-12 
 (515) 
 (515)
Balance at September 30, 2018 $(162) $6,241
 $(10,314) $(4,235)
16

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Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

The following table sets forth the changes in Accumulated other comprehensive loss for the nine months ended September 30, 2019:
(in thousands)Unrealized gains (losses) on available-for-sale securitiesUnrealized holding gains (losses) on derivative transactionsForeign currency translation adjustmentsTotal
Balance at December 31, 2018$(60)$11,964 $(15,967)$(4,063)
Other comprehensive income (loss) before reclassifications56 9,119 (5,033)4,142 
Amounts reclassified from accumulated other comprehensive loss(1)
(7,253)(7,253)
Net other comprehensive income (loss) during the period56 1,866 (5,033)(3,111)
Purchase of non-controlling interest— (99)— (99)
Balance at September 30, 2019$(4)$13,731 $(21,000)$(7,273)
(1)Amounts reclassified are recorded in Net sales or Cost of sales on the Condensed Consolidated Statements of Operations. Refer to Note 13 for further information regarding classifications.
NOTE 14—12—SEGMENT INFORMATION
The Company has aggregated its operating segments into 4 reportable geographic segments: the United States,U.S., LAAP, EMEA, and Canada, which are reflective of the Company's internal organization, management and oversight structure. Each geographic segment operates predominantly in one industry: the design, development, marketing, and distribution of outdoor, active and activeeveryday lifestyle apparel, footwear, accessories, and equipment.equipment products. 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 departments, including global information systems, finance, human resources and legal, as well as executive compensation, unallocated benefit program expense, and other miscellaneous costs.
The geographic distribution of the Company's Net sales and Income from operations in the Condensed Consolidated Statements of Operations are summarized in the following table for the three and nine months ended September 30, 20192020 and 2018.2019.
  Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2019 2018 2019 2018
Net sales to unrelated entities:        
United States $581,263
 $496,161
 $1,309,014
 $1,139,175
LAAP 123,246
 118,379
 357,719
 350,832
EMEA 104,403
 100,351
 267,278
 257,112
Canada 97,881
 80,910
 153,600
 137,609
  $906,793
 $795,801
 $2,087,611
 $1,884,728
Segment income from operations:        
United States $156,190
 $125,862
 $298,366
 $243,332
LAAP 17,081
 17,183
 53,822
 51,548
EMEA 18,162
 14,782
 36,905
 26,328
Canada 27,024
 17,944
 30,417
 21,236
Total segment income from operations 218,457
 175,771
 419,510
 342,444
Unallocated corporate expenses (66,442) (46,627) (163,172) (144,230)
Interest income, net 1,399
 2,524
 7,370
 7,748
Other non-operating income (expense) (563) 736
 915
 372
Income before income taxes $152,851
 $132,404
 $264,623
 $206,334

During the fourth quarter of 2018, the Company revised its methodology for allocating certain expenses to its reportable segments to better reflect how management reviews financial information and makes operating decisions. As a result, prior year balances for segment income from operations for each reportable segment, and unallocated corporate expenses in the table above have been reclassified to conform with the current year's presentation.
In addition, during the fourth quarter of 2018, the Company determined that it had incorrectly allocated certain amounts of operating income to its United States segment, resulting in the overstatement of both total segment income from operations and unallocated corporate expenses by $4.5 million and $10.8 million for the three and nine months ended September 30, 2018, respectively. The Company assessed the significance of the misclassifications and concluded that they were not material to any prior periods. As a result, the United States and total segment income
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


from operations as well as unallocated corporate expenses for the three and nine months ended September 30, 2018 in the table above have been revised from amounts previously reported to correct the misclassifications. These corrections had no effect on the Company's Condensed Consolidated Statements of Operations.
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2020201920202019
Net sales to unrelated entities:
U.S.$445,620 $581,263 $1,004,733 $1,309,014 
LAAP90,951 123,246 260,912 357,719 
EMEA99,159 104,403 213,298 267,278 
Canada65,362 97,881 106,988 153,600 
$701,092 $906,793 $1,585,931 $2,087,611 
Segment income from operations:
U.S.$96,577 $156,190 $118,454 $298,366 
LAAP4,736 17,081 8,690 53,822 
EMEA18,959 18,162 19,032 36,905 
Canada19,767 27,024 15,142 30,417 
Total segment income from operations140,039 218,457 161,318 419,510 
Unallocated corporate expenses(54,396)(66,442)(147,962)(163,172)
Interest income (expense), net(280)1,399 728 7,370 
Other non-operating income (expense), net(465)(563)2,208 915 
Income before income tax$84,898 $152,851 $16,292 $264,623 
Concentrations
No singleThe Company had one customer that accounted for 10% or more11.4% of Accounts receivable, net of allowance on the Condensed Consolidated Balance Sheets as of September 30, 2019 or 2018.2020. The Company had one customer that accounted for 11.6%13.9% of Accounts receivable, net of allowance as of December 31, 2019. No single customer accounted for 10% or more of Accounts receivable, net of allowance as of December 31, 2018.September 30, 2019. No
17

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Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

single customer accounted for 10% or more of Net sales in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 20192020 or 2018.2019.
NOTE 15—13—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.United States dollar inventory purchases. Subsidiaries that use U.S.United States dollars and euros as their functional currency also have non-functional currency denominated sales for which the Company hedges the Canadian dollar and Great British pound. The Company manages 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. For forward contracts, prior to June 2019, the time value components ("forward points") were excluded from the determination of hedge effectiveness and included in current periodCost of sales for hedges of anticipated U.S.United States dollar inventory purchases and inNet sales for hedges of anticipated non-functional currency denominated sales on a straight-line basis over the life of the contract. Effective June 2019, the forward points are now included in the fair value of the cash flow hedge on a prospective basis. These costs or benefits will be included in Accumulated other comprehensive incomeloss until the underlying hedge transaction is recognized in eitherNet sales orCost of sales, at which time the forward points will also be recognized as a component of Net income. Hedge ineffectiveness was not material during the three and nine months ended September 30, 2019 and 2018.
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.United States dollars, euros, Canadian dollars, yen, won, or renminbi as their functional currency. Non-functional currency denominated monetary assets and liabilities consist primarily of cash and cash equivalents, short-term investments, receivables, payables, deferred income taxes, and intercompany loans. 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), netby the gains and losses generated from the remeasurement of the non-functional currency denominated monetary assets and liabilities.
The following table presents the gross notional amount of outstanding derivative instruments: 
(in thousands) September 30,
2019
 December 31,
2018
 September 30,
2018
Derivative instruments designated as cash flow hedges:      
Currency forward contracts $412,041
 $399,348
 $434,738
Derivative instruments not designated as cash flow hedges:      
Currency forward contracts 235,945
 379,701
 289,772

(in thousands)September 30,
2020
December 31,
2019
September 30,
2019
Derivative instruments designated as cash flow hedges:
Currency forward contracts$419,402 $471,822 $412,041 
Derivative instruments not designated as cash flow hedges:
Currency forward contracts224,573 214,086 235,945 
At September 30, 2019, $11.92020, $5.1 million of deferred net gains on both outstanding and matured derivatives recorded in Other comprehensive incomeloss 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 Condensed Consolidated Statements of Operations. Actual amounts ultimately reclassified to Net sales or Cost of sales in the Condensed Consolidated Statements of Comprehensive Income are dependent on U.S.United States dollar exchange rates in effect against the euro, pound sterling, renminbi, Canadian dollar, and yen when outstanding derivative contracts mature.
At September 30, 2019,2020, the Company's derivative contracts had a remaining maturity of less than four 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 less than $7.0$2.9 million at September 30, 2019.2020. 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
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


separate derivative transactions or 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.
18

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Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

The following table presents the balance sheet classification and fair value of derivative instruments:
(in thousands) Balance Sheet Classification September 30,
2019
 December 31,
2018
 September 30,
2018
(in thousands)Balance Sheet ClassificationSeptember 30,
2020
December 31,
2019
September 30,
2019
Derivative instruments designated as cash flow hedges:      Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:      Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets $16,603
 $11,818
 $7,262
Currency forward contractsPrepaid expenses and other current assets$4,729 $11,855 $16,603 
Currency forward contracts Other non-current assets 4,830
 9,922
 7,963
Currency forward contractsOther non-current assets3,454 4,159 4,830 
Derivative instruments in liability positions:      Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities 201
 47
 584
Currency forward contractsAccrued liabilities2,034 1,313 201 
Currency forward contracts Other long-term liabilities 109
 1
 
Currency forward contractsOther long-term liabilities1,186 768 109 
Derivative instruments not designated as cash flow hedges:      Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:      Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets 1,857
 1,797
 865
Currency forward contractsPrepaid expenses and other current assets2,211 2,146 1,857 
Derivative instruments in liability positions:      Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities 320
 970
 154
Currency forward contractsAccrued liabilities381 953 320 
The following table presents the statement of operations effect and classification of derivative instruments:
 Statement of
Operations
Classification
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2020201920202019
Currency Forward and Option Contracts:
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in other comprehensive loss, net of tax$(6,398)$6,315 $4,617 $9,119 
Gain reclassified from accumulated other comprehensive income or loss to income for the effective portionNet sales80 172 123 282 
Gain reclassified from accumulated other comprehensive income or loss to income for the effective portionCost of sales6,906 5,087 11,527 7,208 
Gain reclassified from accumulated other comprehensive income or loss to income as a result of cash flow hedge discontinuanceOther non-operating income (expense), net60 1,177 
Loss recognized in income for amount excluded from effectiveness testing and for the ineffective portionNet sales(31)
Gain recognized in income for amount excluded from effectiveness testing and for the ineffective portionCost of sales2,380 
Derivative instruments not designated as cash flow hedges:
Gain (loss) recognized in incomeOther non-operating income (expense), net(1,795)1,855 (465)1,281 
  
Statement of
Operations
Classification
 Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)  2019 2018 2019 2018
Currency Forward and Option Contracts:          
Derivative instruments designated as cash flow hedges:        
Gain recognized in other comprehensive income (loss), net of tax  $6,315
 $866
 $9,119
 $16,493
Gain reclassified from accumulated other comprehensive loss to income for the effective portion Net sales 172
 17
 282
 41
Gain (loss) reclassified from accumulated other comprehensive loss to income for the effective portion Cost of sales 5,087
 (4,192) 7,208
 (7,796)
Gain (loss) recognized in income for amount excluded from effectiveness testing and for the ineffective portion Net sales 
 4
 (31) 16
Gain recognized in income for amount excluded from effectiveness testing and for the ineffective portion Cost of sales 
 1,637
 2,380
 5,458
Derivative instruments not designated as cash flow hedges:        
Gain recognized in income Other non-operating income (expense), net 1,855
 372
 1,281
 2,606


19

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Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


NOTE 16—14—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 be receivedreceive to sell an asset or paidpay 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 —
Level 1observable inputs such as quoted prices for identical assets or liabilities in active liquid markets;
Level 2inputs, 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 3unobservable 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 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.
Assets and liabilities measured at fair value on a recurring basisare categorized as of September 30, 2019 were as follows:
(in thousands) Level 1 Level 2 Level 3 Total
Assets:        
Cash equivalents:        
Money market funds $72,941
 $
 $
 $72,941
Other short-term investments:        
Mutual fund shares 1,477
 
 
 1,477
Other current assets:        
Derivative financial instruments (Note 15) 
 18,460
 
 18,460
Other non-current assets:        
Money market funds 1,528
 
 
 1,528
Mutual fund shares 11,362
 
 
 11,362
Derivative financial instruments (Note 15) 
 4,830
 
 4,830
Total assets measured at fair value $87,308
 $23,290
 $
 $110,598
Liabilities:        
Accrued liabilities:        
Derivative financial instruments (Note 15) $
 $521
 $
 $521
Other long-term liabilities:        
Derivative financial instruments (Note 15) 
 109
 
 109
Total liabilities measured at fair value $
 $630
 $
 $630
(1) Investments have remaining maturities of less than one year.
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


Assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 were as follows:
(in thousands) Level 1 Level 2 Level 3 Total
Assets:        
Cash equivalents:        
Money market funds $122,237
 $
 $
 $122,237
U.S. Government treasury bills 
 39,952
 
 39,952
Available-for-sale short-term investments (1)
        
U.S. Government treasury bills 
 261,602
 
 261,602
Other short-term investments:        
Mutual fund shares 1,200
 
 
 1,200
Other current assets:        
Derivative financial instruments (Note 15) 
 13,615
 
 13,615
Other non-current assets:        
Money market funds 869
 
 
 869
Mutual fund shares 8,606
 
 
 8,606
Derivative financial instruments (Note 15) 
 9,922
 
 9,922
Total assets measured at fair value $132,912
 $325,091
 $
 $458,003
Liabilities:        
Accrued liabilities:        
Derivative financial instruments (Note 15) $
 $1,017
 $
 $1,017
Other long-term liabilities:        
Derivative financial instruments (Note 15) 
 1
 
 1
Total liabilities measured at fair value $
 $1,018
 $
 $1,018
(1) Investments have remaining maturities of less than one year.
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2018 were as follows:
(in thousands) Level 1 Level 2 Level 3 Total
Assets:        
Cash equivalents:        
Money market funds $70,573
 $
 $
 $70,573
Available-for-sale short-term investments (1):
        
U.S. Government treasury bills 
 267,861
 
 267,861
Other short-term investments:        
Mutual funds shares 1,452
 
 
 1,452
Other current assets:        
Derivative financial instruments (Note 15) 
 8,127
 
 8,127
Other non-current assets:        
Mutual fund shares 9,950
 
 
 9,950
Derivative financial instruments (Note 15) 
 7,963
 
 7,963
Total assets measured at fair value $81,975
 $283,951
 $
 $365,926
Liabilities:        
Accrued liabilities:        
Derivative financial instruments (Note 15) $
 $738
 $
 $738
Total liabilities measured at fair value $
 $738
 $
 $738

(1) Investments have remaining maturities of less than one year.
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, whichthat are directly or indirectly observable in the marketplace and quoted prices in markets with limited volume or infrequent transactions.
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 were as follows:
(in thousands)Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$56,337 $$$56,337 
Other short-term investments:
Money market funds70 70 
Mutual fund shares1,025 1,025 
Other current assets:
Derivative financial instruments6,940 6,940 
Other non-current assets:
Money market funds4,621 4,621 
Mutual fund shares11,974 11,974 
Derivative financial instruments3,454 3,454 
Total assets measured at fair value$74,027 $10,394 $$84,421 
Liabilities:
Accrued liabilities:
Derivative financial instruments$$2,415 $$2,415 
Other long-term liabilities:
Derivative financial instruments1,186 1,186 
Total liabilities measured at fair value$$3,601 $$3,601 

20

Table of Contents
Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)


Non-recurring Fair Value Measurements
There were no material assetsAssets and liabilities measured at fair value on a nonrecurringrecurring basis as of December 31, 2019 were as follows:
(in thousands)Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$288,926 $$$288,926 
United States government treasury bills34,928 34,928 
Commercial paper33,587 33,587 
Other short-term investments:
Mutual fund shares1,668 1,668 
Other current assets:
Derivative financial instruments14,001 14,001 
Other non-current assets:
Money market funds1,792 1,792 
Mutual fund shares12,172 12,172 
Derivative financial instruments4,159 4,159 
Total assets measured at fair value$304,558 $86,675 $$391,233 
Liabilities:
Accrued liabilities:
Derivative financial instruments$$2,266 $$2,266 
Other long-term liabilities:
Derivative financial instruments768 768 
Total liabilities measured at fair value$$3,034 $$3,034 
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2019 December 31, 2018 or September 30, 2018.were as follows:
NOTE 17—RELATED PARTY TRANSACTIONS
As described in Note 4, prior to January 2, 2019, the Company owned a 60% controlling interest in a joint venture formed with Swire, which was a related party. The joint venture arrangement involved Transition Services Agreements ("TSAs") with Swire, under which Swire provided administrative and information technology services to the joint venture. The fees incurred for these services by the joint venture were immaterial during the three and nine months ended September 30, 2018. In addition, the joint venture paid Swire sourcing fees related to the purchase of certain inventory. These sourcing fees were capitalized into Inventories and charged to Cost of sales as the inventories were sold.
In addition to the transactions described above, Swire is also a third-party distributor of the Company's brands in certain regions outside of mainland China and purchases products from the Company under the Company's third-party distributor terms and pricing.
The China joint venture declared a cash dividend of RMB341.3 million (approximately US$53.3 million) in June 2018 to stockholders of record as of June 14, 2018 and paid the dividend in the third quarter of 2018. The dividend paid to Swire was RMB136.5 million (approximately US$21.3 million at the date of declaration, which equated to approximately US$20.0 million on the date of payment). The dividend paid to the Company of $32.0 million was eliminated in consolidation. In addition, in September 2018, the Company and Swire entered into an EITA, under which the Company committed to buy out the 40% non-controlling interest in the joint venture. The buyout was subject to various terms and conditions. As part of the buyout arrangement, in September 2018 the Company placed $14.0 million in an escrow account as a portion of the funds needed to complete the buyout in early 2019. The escrow amount was shown as Restricted cash on the Condensed Consolidated Balance Sheets at December 31, 2018 and September 30, 2018.
On January 2, 2019, the buyout transaction closed, and Swire was no longer considered to be a related party. Pursuant to the terms of the buyout arrangement, the escrow balance of $14.0 million was paid to Swire. In April 2019, the Company remitted a final payment of $3.9 million to Swire, based on the final outcome of certain accounting estimates associated with the China joint venture. As a result of the buyout, beginning in 2019, the condensed consolidated financial statements of the Company do not separately reflect amounts related to the non-controlling interest.
NOTE 18—INCOME TAXES
For the three months ended September 30, 2019 and 2018, the effective income tax rates were 22.0% and 22.7%, respectively. For the nine months ended September 30, 2019 and 2018, the effective income tax rates were 18.2% and 21.7%, respectively. The effective income tax rate for the nine months ended September 30, 2019 was impacted by discrete items, primarily the passage of a Swiss tax reform package in May 2019, which resulted in a $6.6 million second-quarter tax benefit related to the revaluation of the Company’s Swiss deferred tax assets at a higher rate.
(in thousands)Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$72,941 $$$72,941 
Other short-term investments:
Mutual funds shares1,477 1,477 
Other current assets:
Derivative financial instruments18,460 18,460 
Other non-current assets:
Money market funds1,528 1,528 
Mutual fund shares11,362 11,362 
Derivative financial instruments4,830 4,830 
Total assets measured at fair value$87,308 $23,290 $$110,598 
Liabilities:
Accrued liabilities:
Derivative financial instruments$$521 $$521 
Other long-term liabilities:
Derivative financial instruments109 109 
Total liabilities measured at fair value$$630 $$630 
21

Table of Contents
Index to Notes to Consolidated Financial Statements
COLUMBIA SPORTSWEAR COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Non-recurring Fair Value Measurements
Certain non-financial assets are measured at fair value on a non-recurring basis, primarily long-lived assets, intangible assets, goodwill, and lease right-of-use assets. In connection with periodic evaluations for potential impairment, the inputs used to measure the fair value of these assets are primarily unobservable inputs and, as such, considered Level 3 fair value measurements. See Note 1 for discussion of 2020 impairment charges.
22

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Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This quarterly report contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements include any statements related to our expectations regarding future performance or market position, including any statements regarding anticipatedconsumer demand, capital outflows, operating expense, our ability to manage credit risk, sales gross marginsvolumes, inventory production and operating margins across markets or segments,fulfillment, marketing strategies, income from operations, net sales, profitability, cash and the effect of specified factors on profitability for 2019, expenses, sourcing costs, effects of unseasonable weather on our results of operations, inventory levels, investments in our business and strategic priorities and the expected timing and effects of such investments, including investments in and implementation of our information technology ("IT") systems, intellectual property, other disputes, our DTC businesses, including planned store additions, access to raw materials and factory capacity, financing, and working capital requirements and resources, planned capital expenditures, ability to meet our liquidity needs, planscash needs. Forward-looking statements often use words such as "will", "anticipate", "estimate", "expect", "should", "may", and other words and terms of similar meaning or reference future dates. Our expectations, beliefs and projections are expressed in good faith and are believed to pay future cash dividends to our shareholders and the funding of such dividends, effects of the Tax Cuts and Jobs Act (the "TCJA") and the adoption of new accounting standards, income tax rates and pre-tax income, results of any tax audit, and our exposure to market risk associated with interest rates and foreign currency exchange rates.
Thesehave a reasonable basis; however, each forward-looking statements, and others we make from time to time, are subject tostatement involves a number of risks and uncertainties. Many factors may cause actual results to differ materially from projected results in forward-looking statements,uncertainties, including the risksthose described in Part II, Item 1A, Risk Factors in this quarterly report. We caution that forward-looking statements are inherently less reliable than historical information. 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 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.
Our Business
As one of the largest outdoor, active and activeeveryday lifestyle apparel and footwear companies in the world, we design, develop, market, and distribute outdoor, active and activeeveryday lifestyle apparel, footwear, accessories, and equipment primarily under the Columbia, SOREL, Mountain Hardwear, and prAna brands. Our products are sold through a mix of wholesale distribution channels, our own DTCdirect-to-consumer ("DTC") businesses and independent international distributors. In addition, we license some of our trademarks across a range of apparel, footwear, accessories, equipment, and home products.
The popularity of outdoor activities and active lifestyles, changing design trends, consumer adoption of innovative performance technologies, variations in seasonal weather, and the availability and desirability of competitor alternatives affect consumer desire for our products. Therefore, we seek to drive, anticipate and respond to trends and shifts in consumer preferences by developing new products with innovative performance features and designs, creating persuasive and memorable marketing communications to generate consumer awareness, demand and retention, and adjusting the mix, price points and selling channels of available product offerings. Failure to anticipate or respond to consumer needs and preferences in a timely and adequate manner could have a material adverse effect on our sales and profitability.
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. In 2018,2019, approximately 60% of our net sales and approximately 80%75% of our operating income were realized in the second half of the year, illustrating our dependence upon sales results in the second half of the year, as well as the less seasonal nature of our operating costs. Due to the earlier shipment of Fall 2019 wholesale orders in the third quarter of 2019, we expect a shift of profitability, with a greater portion of the second half of 2019 financial results moving into the third quarter from the fourth quarter compared to the second half of 2018.
We generally solicit orders from wholesale customers and independent international distributors for the fall and spring seasons based on seasonal ordering deadlines that we establish to aid our efforts to plan manufacturing volumes to meet demand. We typically ship the majority of our advance spring season orders to customers beginning in January and continuing through June. Similarly, we typically ship the majority of our advance fall season orders to customers beginning in July and continuing through December. Generally, orders are subject to cancellation prior to the date of shipment.
Results of operations in any period should not be considered indicative of the results to be expected for any future period, particularlyperiod.
Impacts of COVID-19
COVID-19 was first identified in lightChina in December 2019 and a global pandemic of persistent volatilityrespiratory disease caused by COVID-19 was declared by the World Health Organization in global economicMarch 2020. In response to this pandemic, many regional and geopolitical conditionslocal governments worldwide implemented travel restrictions, business shutdowns or slowdowns, and volatility of foreign currency exchange rates which, when combined with seasonal weather patternsshelter-in-place or stay-at-home orders.
Lower consumer demand related to the COVID-19 pandemic began to impact our financial performance in China in late January, Korea and inflationary or volatile sourcing costs, reduce the predictabilityJapan in early February and North America and Europe in March, due to store closures, reduced operating hours and decreased retail traffic. In addition, many of our business.wholesale customers and international distributors experienced a similar timeline and closed stores or reduced operating hours, resulting in lower than expected sales, cancellation of orders and a slowing of receipt of shipments of our products.
The vast majority of our stores closed due to the pandemic and reopened in China and Korea by late April and in the U.S., Europe, Japan, and Canada predominantly within the May and June timeframe. Throughout the third quarter 2020, while there were isolated temporary store closures from local regulations or safety concerns, the vast majority of our owned stores remained open. Overall, our store retail traffic trends remain well below prior year levels. We continue to restrict store capacity to accommodate social distancing measures, which is impacting the performance of our retail operations. Stores in destination locations and tourist-dependent markets remain some of the most severely impacted stores within our fleet.
Throughout the first nine months of 2020, our global DTC e-commerce business remained operational, supported by the employees in our distribution centers and call centers. During the third quarter, our DTC e-commerce business grew 55% year-over-year and represented 12%
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of our global net sales during the quarter. We anticipate our global e-commerce sales growth to remain high for the remainder of the year compared to 2019.
While work has been done throughout the pandemic to mitigate its effect on our inventory supply, the combined effect of retail stores closures and the resulting decrease in consumer demand, as well as actions taken by our wholesale customers to preserve their capital and liquidity, caused higher than normal inventory levels. We received significant order cancellations during the first half of 2020, and, simultaneously, curtailed planned inventory purchases. Our unsold inventory as of September 30, 2020 was slightly elevated compared to September 2019. Nonetheless, it has declined sequentially compared to June 30, 2020. We anticipate profitably selling the remaining inventory in current and future seasons by leveraging our wholesale customers, DTC e-commerce platforms and stores, the majority of which are outlet stores. We expect earlier holiday marketing and promotional activities as retailers seek to mitigate social distancing and shipping capacity constraints to encourage consumers to stretch holiday shopping over a longer time period.
The COVID-19 pandemic also impacted our distribution centers, call centers, retail stores, third-party manufacturing partners and other vendors, due to the effects of facility closures, reductions in operating hours, labor and equipment shortages, port congestion, and real time changes in operating procedures to comply with local government guidelines, while maintaining enhanced health and safety protocols. Our work-from-home policies continue in many regions, including the United States.
In response to the uncertainty of the pandemic described above, we enhanced our liquidity position during the year by taking various actions, including:
increasing our total available committed and uncommitted credit lines and facilities to provide approximately $665 million of borrowing capacity, of which $530 million is committed and available;
suspending the quarterly dividend and share repurchases; and
reducing planned capital expenditures.
We have initiated numerous cost containment measures across the organization, including lowering personnel related expenses, reducing demand creation spend, and minimizing discretionary expenditures. These measures reflect our effort to lower 2020 operating expenses by more than $100 million compared to last year, before expenses related to the COVID-19 pandemic. We are executing cost reduction and resource allocation actions that will impact our cost structure for 2021 and beyond. While certain of these cost containment actions will result in permanent expense reductions, a significant portion of these costs will likely return in 2021, including incentive compensation expense and certain discretionary expenses, such as travel costs. We are executing these actions to ensure the business is structured for sustainable and profitable growth in the face of the evolving market landscape.
See the Liquidity and Capital Resources section below for additional information.
Business Outlook
The globalongoing business climate presents us with a great deal ofdisruption and uncertainty makingsurrounding the pandemic makes it difficult to predict our future results. Consistent withAlthough our financial performance has been impacted by the historical seasonality of the business,pandemic, we anticipate 20192020 profitability to be heavily concentrated in the second half of the year. Absent further deterioration in trends due to the pandemic, we anticipate continued sequential improvement in our fundamental operating and financial performance in the fourth quarter. We anticipate sales volumes to remain below prior year levels in the fourth quarter. We expect future material financial impacts associated with the COVID-19 pandemic, including, but not limited to, lower global net sales, the delay of inventory production and fulfillment, and costs associated with the COVID-19 pandemic.
Factors that could significantly affect our full year 20192020 financial results include:
Growth,lower consumer demand as a result of effects from the COVID-19 pandemic and/or related governmental actions and regulations;
growth, performance and profitability of our global DTC operations;operations, including depressed consumer traffic in our retail stores and recent elevated DTC e-commerce growth trends;
Unseasonableour ability to staff and operate our distribution centers to fulfill DTC e-commerce demand while providing a safe working environment with adequate social distancing and other safety precautions;
equipment and labor capacity of third-party logistics providers to service the demands of our business and the retail industry generally;
increasing consumer expectations and competitive pressures related to various aspects of our e-commerce business, including speed of product delivery, shipping charges, return privileges and other evolving expectations;
impairment of long-lived assets, operating lease right-of-use assets, intangible assets and/or goodwill;
unseasonable weather conditions or other unforeseen factors affecting consumer demand and the resulting effect on cancellations of advance wholesale and distributor orders, sales returns, customer accommodations, replenishment orders and reorders, DTC sales, changes in mix and volume of full price sales in relation to promotional and closeout product sales, and suppressed customer and end-consumer demand in subsequent seasons;
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Ourour ability to effectively manage our inventory, including liquidating excess inventory timely and profitably through closeout sales in our wholesale closeouts and DTC outlet stores;businesses, in a market with elevated inventory;
Difficult
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the stability of our DTC e-commerce platforms and continued optimization of our North America retail information technology systems;
difficult economic, geopolitical and competitive environments in certain key markets globally, coupled with increasing global economic uncertainty; and
Impacts of recent changes to, further changes to, and uncertainty surrounding tariffs or international trade policy;
The implementation and stability of our global DTC and e-commerce platforms and continued optimization of our enterprise resource planning platform;
Execution of our strategic initiatives and related business process and system changes across our business, including our supply chain, as well as other capability development;
The financial value capture associated with and resulting from Project CONNECT;
Economiceconomic and industry trends affecting consumer traffic and spending in brick and mortar retail channels, which have created uncertainty regarding the long-term financial health of certain of our wholesale customers, and, in certain cases, may require the cancellation of customer shipments and/or increased credit exposure associated with any such shipments;
The effects of changes in foreign currency exchange rates on net sales, gross margin, operating income, and net income;
Net sales growth and profitability contributed by our LAAP businesses, in particular, China, which has softened due to competitive pressures and elevated dealer inventory levels;
Performance of our Mountain Hardwear brand as we work to re-invigorate that brand in the marketplace;
Performance of our prAna brand as we work to maintain the brand's premium positioning and raise brand awareness in order to drive long-term profitable sales growth;
Impacts resulting from additional guidance about and implementation of the TCJA enacted in 2017; and
Accelerated investment in and execution of demand creation, DTC infrastructure and other strategic priorities and initiatives.
These factors and others may have a material effect on our financial condition, results of operations or cash flows, particularly with respect to quarterly comparisons.shipments.
Strategic Priorities
As part of our commitmentWe are committed to driving sustainable and profitable long-term growth and relentless improvement, we remain focused on investmentinvesting in our strategic priorities including:to:
Drivingdrive brand awareness and sales growth through increased, focused demand creation investments;
Enhancingenhance consumer experience and digital capabilities in all of our channels and geographies;
Expandingexpand and improving global DTC operations with supporting processes and systems; and
Investinginvest in our people and optimizing our organization across our portfolio of brands.
Ultimately,
Capital Allocation
We are committed to maintaining a strong balance sheet in order to provide ourselves with maximum strategic flexibility and access to additional liquidity, if warranted. In response to the COVID-19 pandemic, we expectimmediately shifted our investmentscapital allocation strategies to enable marketreduce capital outflows. As our business recovers from the pandemic and cash flows become more reliable and predictable, we will review our strategy to return value to shareholders. This includes management's review of resuming our share capture acrossrepurchase program and our brand portfolio, expand gross margin, improve selling, general and administrative ("SG&A") expense efficiency, and drive improved operating margin.
Consumer-First Platform ("C1")
During 2017, we commenced investment in our C1 initiative, which encompasses the global retail platform and IT systems to support the growth and continued developmentBoard of our omnichannel capabilities. The objectiveDirectors' review of this initiative is consistent with our strategic priorities to deliver an enhanced consumer experience and to modernize and standardize our processes and systems to enable us to better anticipate and deliver against the needs of our consumers. In the quarter ended September 30, 2019, we rolled out the C1 platform to 140 of our stores in North America, including all Columbia, SOREL and Mountain Hardwear stores.reinstating quarterly dividends.
Experience First ("X1")
During 2018, we commenced investment in our X1 initiative, which is designed to enhance our e-commerce systems to take advantage of the changes in consumer browsing and purchasing behaviorbehaviors towards mobile devices. It encompasses reimplementationre-implementation of our e-commerce platforms to offer improved search, browsing, checkout, loyalty,mobile payment tenders, and customer care experiences for mobile shoppers.
We are working toward a phased implementation of X1. In the quarter ended June 30, 2019, we implemented X1 across 10 countries in Europe-directEurope-Direct and for the prAna brand in the U.S. We expectIn the third quarter of 2020, we implemented X1 in North America implementation to continue in 2020 for the Columbia, SOREL and Mountain Hardwear brands.
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Project CONNECT
During 2017, we initiated Project CONNECT, aimed at aligning our resources to accelerate execution on our strategic priorities, including initiatives to drive net sales, capture cost of sales efficiencies, generate SG&A expense savings, and improve our marketing effectiveness. Efficiencies within cost of sales have created a meaningful benefit to product margin driven by assortment optimization, design-to-value initiatives and DTC pricing and markdown optimization. The financial benefits from these initiatives are reflected in our 2019 financial results. As we realize these benefits in 2018 and 2019, Going forward, we are reallocating resources to our strategic priorities, including incremental demand creation spending, and other investments to drive growth across our brands and distribution channels. We anticipate sustainingfocused on optimizing the financial benefits driven from Project CONNECT, but do not expect the continued level of incremental improvement in the Company's gross margin in 2020.
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X1 platform.
Results of Operations
The following discussion of our results of operations and liquidity and capital resources should be read in conjunction with the condensed consolidated financial statements and accompanyingaccompanying. Notes that appear in Part I, Item 1, Financial Statements in this quarterly report. All references to quarters relate to the quarter ended September 30 of the particular year.
To supplement financial information reported in accordance with accounting principles generally accepted in the United States ("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 the exchange rates used to translate net sales generated in foreign currencies into U.S.United States dollars. 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 measures 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.
Highlights of the Third Quarter of 2020
Lower net sales and profitability in third quarter 2020 compared to third quarter 2019 primarily reflect the ongoing negative effects of the COVID-19 pandemic.
Net sales decreased $205.7 million, or 23%, to $701.1 million from $906.8 million in the third quarter of 2019.
Net sales increased $111.0 million, or 14%, to $906.8 million from $795.8 million in the third quarter of 2018.
Income from operations decreased $66.4 million, or 44%, to $85.6 millionfrom $152.0 millionin the third quarter of 2019.
Net income decreased $56.5 million, or 47%, to $62.8 million, or $0.94 per diluted share, from $119.3 million, or $1.75 per diluted share, in the third quarter of 2019.
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Income from operations increased $22.9 million, or 18%, to $152.0 million from $129.1 million in the third quarter of 2018.
Net income attributable to Columbia Sportswear Company increased $19.1 million, or 19%, to $119.3 million, or $1.75 per diluted share, from $100.2 million, or $1.42 per diluted share, in the third quarter of 2018.
The following table sets forth, for the periods indicated, the percentage relationship to net sales of specified items in our Condensed Consolidated Statements of Operations:
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Net sales100.0 %100.0 %100.0 %100.0 %
Cost of sales51.1 50.7 52.0 50.3 
Gross profit48.9 49.3 48.0 49.7 
Selling, general and administrative expenses37.3 33.0 47.6 37.9 
Net licensing income0.6 0.5 0.4 0.5 
Income from operations12.2 16.8 0.8 12.3 
Interest income (expense), net— 0.2 0.1 0.4 
Other non-operating income (expense), net(0.1)(0.1)0.1 — 
Income before income tax12.1 16.9 1.0 12.7 
Income tax expense(3.1)(3.7)(0.2)(2.3)
Net income9.0 %13.2 %0.8 %10.4 %
 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
Net sales100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales50.7
 51.8
 50.3
 51.6
Gross profit49.3
 48.2
 49.7
 48.4
Selling, general and administrative expenses33.0
 32.6
 37.9
 38.5
Net licensing income0.5
 0.6
 0.5
 0.6
Income from operations16.8
 16.2
 12.3
 10.5
Interest income, net0.2
 0.3
 0.4
 0.4
Other non-operating income (expense), net(0.1) 0.1
 
 
Income before income tax16.9
 16.6
 12.7
 10.9
Income tax expense(3.7) (3.7) (2.3) (2.3)
Net income13.2
 12.9
 10.4
 8.6
Net income attributable to non-controlling interest
 0.3
 
 0.4
Net income attributable to Columbia Sportswear Company13.2 % 12.6 % 10.4 % 8.2 %
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Results of Operations Consolidated
Quarter Ended September 30, 20192020 Compared to Quarter Ended September 30, 20182019
Net Sales: Consolidated net sales increased $111.0decreased $205.7 million, or 14% (15% constant-currency)23%, to $906.8$701.1 million for the third quarter of 20192020 from $795.8$906.8 million for the comparable period in 2018.2019. The overall decrease primarily reflects the negative impacts from the ongoing COVID-19 pandemic.
Sales by Brand
Net sales by brand, product category and channel are summarized in the following table:
 Three Months Ended September 30,
   Adjust for Constant-   Constant-
 Reported Foreign currency Reported Reported currency Three Months Ended September 30,
 Net Sales Currency Net Sales Net Sales Net Sales Net SalesReported
Net Sales
Adjust for
Foreign Currency
Translation
Constant-currency
Net Sales
Reported
Net Sales
Reported
Net Sales
Constant-currency
Net Sales
(In millions, except for percentage changes) 2019 Translation 
2019(1)
 2018 % Change % Change(In millions, except for percentage changes)2020
2020(1)
2019% Change
% Change(1)
Brand Net Sales:Brand Net Sales:
Columbia $729.5
 $5.6
 $735.1
 $640.9
 14% 15%Columbia$559.7 $(3.3)$556.4 $729.5 (23)%(24)%
SOREL 116.1
 1.1
 117.2
 91.2
 27% 29%SOREL91.5 (0.5)91.0 116.1 (21)%(22)%
prAna 38.5
 0.1
 38.6
 39.9
 (4)% (3)%prAna30.5 — 30.5 38.5 (21)%(21)%
Mountain Hardwear 22.7
 (0.1) 22.6
 23.0
 (1)% (2)%Mountain Hardwear19.4 (0.1)19.3 22.7 (15)%(15)%
Other 
 
 
 0.8
 (100)% (100)%
TotalTotal$701.1 $(3.9)$697.2 $906.8 (23)%(23)%
 $906.8
 $6.7
 $913.5
 $795.8
 14% 15%
Product Category Net Sales:Product Category Net Sales:
Apparel, Accessories and EquipmentApparel, Accessories and Equipment$510.2 $(2.8)$507.4 $684.7 (25)%(26)%
FootwearFootwear190.9 (1.1)189.8 222.1 (14)%(15)%
TotalTotal$701.1 $(3.9)$697.2 $906.8 (23)%(23)%
Channel Net Sales:Channel Net Sales:
WholesaleWholesale$471.5 $(3.2)$468.3 $652.6 (28)%(28)%
DTCDTC229.6 (0.7)228.9 254.2 (10)%(10)%
TotalTotal$701.1 $(3.9)$697.2 $906.8 (23)%(23)%
(1) Constant-currency net sales information is a non-GAAP financial measure that excludes the effect of changes in foreign currency exchange rates against the U.S.United States 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.United States dollars at the average exchange rates that were in effect during the comparable period of the prior year.
Columbia brand net sales increased $88.6 million, or 14% (15% constant-currency), to $729.5 million, led by increased net sales primarily in the U.S. wholesale business, followed by Canada and the U.S. DTC businesses. Results included increased net sales across all product categories.
SOREL brand net sales increased $24.9 million, or 27% (29% constant-currency), to $116.1 million, driven primarily by increased net sales in the U.S. wholesale and Canada businesses.
prAna brand net sales decreased $1.4 million, or 4% (3% constant-currency), to $38.5 million.
Mountain Hardwear brand net sales decreased $0.3 million, or 1% (2% constant-currency), to $22.7 million.
Sales by Product Category
Net sales by product category are summarized in the following table:
  Three Months Ended September 30,
    Adjust for Constant-     Constant-
  Reported Foreign currency Reported Reported currency
  Net Sales Currency Net Sales Net Sales Net Sales Net Sales
(In millions, except for percentage changes) 2019 Translation 
2019(1)
 2018 % Change % Change
Apparel, Accessories and Equipment $684.7
 $4.5
 $689.2
 $617.6
 11% 12%
Footwear 222.1
 2.2
 224.3
 178.2
 25% 26%
  $906.8
 $6.7
 $913.5
 $795.8
 14% 15%
Apparel, accessories and equipment net sales increased $67.1 million, or 11% (12% constant-currency), to $684.7 million. Increased apparel, accessories and equipment net sales were driven by net sales growth led by the U.S. wholesale business, followed by Canada and U.S. DTC businesses. The increase in apparel, accessories and equipment net sales was concentrated in the Columbia brand.
Footwear net sales increased $43.9 million, or 25% (26% constant-currency), to $222.1 million. Increased footwear net sales were driven by sales growth in across all regions, primarily in the U.S. and Canada, and was led by the SOREL brand, followed by the Columbia brand.
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Sales by Channel
Net sales by channel are summarized in the following table:
  Three Months Ended September 30,
    Adjust for Constant-     Constant-
  Reported Foreign currency Reported Reported currency
  Net Sales Currency Net Sales Net Sales Net Sales Net Sales
(In millions, except for percentage changes) 2019 Translation 
2019(1)
 
2018(2)
 % Change % Change
Wholesale $652.6
 $5.3
 $657.9
 $549.8
 19% 20%
DTC 254.2
 1.4
 255.6
 246.0
 3% 4%
  $906.8
 $6.7
 $913.5
 $795.8
 14% 15%
(2) Prior year channel net sales have been revised from amounts previously reported. See Note 3 to the condensed consolidated financial statements for additional discussion.
Wholesale channel net sales increased $102.8 million, or 19% (20% constant-currency), to $652.6 million, driven by increased net sales across all regions, primarily in the U.S. and Canada.
DTC channel net sales increased $8.2 million, or 3% (4% constant-currency), to $254.2 million, driven by increased net sales in the U.S. The DTC channel faced a difficult comparison to the third quarter of 2018, which increased 23% from the third quarter of 2017, primarily due to net sales increases in the U.S.
Gross Profit: Gross profit as a percentage of net sales increasedcontracted to 49.3%48.9% in the third quarter of 20192020 from 48.2%49.3% for the comparable period in 2018. Gross profit expansion was2019, primarily due to:
A favorable impact from Project CONNECT benefits, including our design-to-value, assortment optimization and manufacturing efficiency initiatives; partially offset by
Ato lower DTC net sales mix, which generally carries a higher gross margin;product margins reflecting elevated promotional activity and
A higher proportion of closeout product net sales. freight costs.
Our gross profit may not be comparable to other companies in our industry because some of these companies may include all of the costs related to their distribution network in cost of sales while we, like many others, include these expenses as a component of SG&A expense.
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Selling, General and Administrative Expense: SG&A expense includes all costs associated with our design, merchandising, marketing, distribution and corporate functions, including related depreciation and amortization.
SG&A expense increased $40.0decreased $38.1 million, or 15%13%, to $261.2 million, or 37.3% of net sales, for the third quarter of 2020, from $299.2 million, or 33.0% of net sales, for the third quarter of 2019, from $259.3 million, or 32.6% of net sales, for the comparable period in 2018.2019, primarily reflecting:
decreased demand creation;
The SG&A expense increase waslower retail expenses, primarily due to:resulting from lower personnel expenses; and
Increaseddecreased information technology project-related expenses; partially offset by
other expenses related to supportthe COVID-19 pandemic.
In March 2020, we initiated numerous cost containment measures across the organization to mitigate the impacts of COVID-19 on our expanding global DTC operations;
Increased personnel costs to support business growth and strategic projects;
Increased IT spending, including our C1 and X1 initiatives;
Increased demand creation spending; and
The non-recurrencebusiness. See additional discussion of an insurance claim recoveredthese measures in the third quarterImpacts of 2018.COVID-19 discussion above.
Income from Operations: Income from operations increased $22.9was $85.6 million, or 18%, to $152.0 million12.2% of net sales, in the third quarter of 2019 from $129.1 million for the comparable period in 2018. Income2020 compared to income from operations as a percentageof $152.0 million, or 16.8% of net sales, increased to 16.8% in the third quarter of 2019, compared to 16.2% in the comparable period in 2018.2019.
Income Tax Expense: Income tax expense increased $3.6 million to $33.6was $22.1 million for the third quarter of 2019, from $30.02020, compared to $33.6 million for the comparable period in 2018.2019. Our effective income tax rate was 22.0%26.1% for the third quarter of 2019,2020, compared to 22.7%22.0% for the same period in 2018.2019. Our effective tax rate increased compared to prior year primarily due to the change in mix of book income or loss among jurisdictions.
Net Income Attributable to Columbia Sportswear Company:Income: Net income increased $19.1was $62.8 million, or 19%,$0.94 per diluted share, for the third quarter of 2020 compared to $119.3 million, or $1.75 per diluted share, for the third quarter of 2019 from $100.2 million, or $1.42 per diluted share, for the comparable period in 2018, which included $3.3 million, net of tax, of benefit in connection with an insurance claim, $1.5 million of incremental tax expense related to the TCJA and $0.9 million, net of tax, of Project CONNECT program expenses and discrete costs. The third quarter of 2019 net income includes the benefit of full ownership of our China business, which became a wholly owned subsidiary effective January 2019. In the third quarter of 2018, the non-controlling interest share of net income was $2.2 million, or $0.03 per diluted share.

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Nine Months Ended September 30, 20192020 Compared to the Nine Months Ended September 30, 20182019
Net Sales: Consolidated net sales increased $202.9decreased $501.7 million, or 11% (12% constant-currency)24%, to $2,087.6$1,585.9 million for the nine months ended September 30, 2019,2020 from $1,884.7$2,087.6 millionfor the comparable period in 2018.2019. The decrease primarily reflects the impact of the ongoing COVID-19 pandemic, resulting in temporary store closures, including our wholesale customers' stores, and lower consumer demand. Net sales decreased across all regions, brands and product categories, primarily in the U.S. wholesale, U.S. DTC and LAAP businesses.
Sales by Brand
Net sales by brand, are summarized in the following table:
  Nine Months Ended September 30,
    Adjust for Constant-     Constant-
�� Reported Foreign currency Reported Reported currency
  Net Sales Currency Net Sales Net Sales Net Sales Net Sales
(In millions, except for percentage changes) 2019 Translation 2019 2018 % Change % Change
Columbia $1,736.6
 $22.4
 $1,759.0
 $1,564.5
 11% 12%
SOREL 170.7
 1.7
 172.4
 133.4
 28% 29%
prAna 118.4
 0.1
 118.5
 120.3
 (2)% (1)%
Mountain Hardwear 61.9
 0.5
 62.4
 63.4
 (2)% (2)%
Other 
 
 
 3.1
 (100)% (100)%
  $2,087.6
 $24.7
 $2,112.3
 $1,884.7
 11% 12%
Columbia brand net sales increased $172.1 million, or 11% (12% constant-currency), to $1,736.6 million for the nine months ended September 30, 2019 from $1,564.5 million for the comparable period in 2018, led by increased net sales in the U.S. wholesale and DTC businesses, as well as increased net sales across all product categories.
SOREL brand net sales increased $37.3 million, or 28% (29% constant-currency), to $170.7 million for the nine months ended September 30, 2019 from $133.4 million for the comparable period in 2018, primarily driven by net sales growth in the U.S. wholesale, the U.S. DTC and Canada businesses.
prAna brand net sales decreased $1.9 million, or 2% (1% constant-currency), to $118.4 million.
Mountain Hardwear brand net sales decreased $1.5 million, or 2%, to $61.9 million.
Sales by Product Category
Net sales by product category are summarized in the following table:
  Nine Months Ended September 30,
    Adjust for Constant-     Constant-
  Reported Foreign currency Reported Reported currency
  Net Sales Currency Net Sales Net Sales Net Sales Net Sales
(In millions, except for percentage changes) 2019 Translation 2019 2018 % Change % Change
Apparel, Accessories and Equipment $1,642.9
 $17.4
 $1,660.3
 $1,502.2
 9% 11%
Footwear 444.7
 7.3
 452.0
 382.5
 16% 18%
  $2,087.6
 $24.7
 $2,112.3
 $1,884.7
 11% 12%
Apparel, accessories and equipment net sales increased $140.7 million, or 9% (11% constant-currency), to $1,642.9 million. Increased apparel, accessories and equipment net sales were driven by sales growth from the U.S. businesses, as well as increased net sales in the Canada, EMEA distributor, Europe-direct, and Japan businesses. The increase in apparel, accessories and equipment net sales was concentrated in the Columbia brand.
Footwear net sales increased $62.2 million, or 16% (18% constant-currency), to $444.7 million. Increased footwear net sales were led by sales growth in the U.S. wholesale business, followed by the U.S. DTC and Canada businesses, partially offset by decreased net sales in the EMEA distributor business. The increase in footwear net sales was led by the SOREL brand, followed by the Columbia brand.

Sales by Channel
Net sales by channel are summarized in the following table:
  Nine Months Ended September 30,
    Adjust for Constant-     Constant-
  Reported Foreign currency Reported Reported currency
  Net Sales Currency Net Sales Net Sales Net Sales Net Sales
(In millions, except for percentage changes) 2019 Translation 2019 2018 % Change % Change
Wholesale $1,312.0
 $16.4
 $1,328.4
 $1,161.4
 13% 14%
DTC 775.6
 8.3
 783.9
 723.3
 7% 8%
  $2,087.6
 $24.7
 $2,112.3
 $1,884.7
 11% 12%
Wholesale channel net sales increased $150.6 million, or 13% (14% constant-currency), to $1,312.0 million, driven by increased net sales across all regions, led by the U.S.
DTC channel net sales increased $52.3 million, or 7% (8% constant-currency), to $775.6 million, primarily due to increased net sales in the U.S.
 Nine Months Ended September 30,
Reported
Net Sales
Adjust for
Foreign Currency
Translation
Constant-currency
Net Sales
Reported
Net Sales
Reported
Net Sales
Constant-currency
Net Sales
(In millions, except for percentage changes)2020
2020(1)
2019% Change
% Change(1)
Brand Net Sales:
Columbia$1,297.2 $1.5 $1,298.7 $1,736.6 (25)%(25)%
SOREL143.5 (0.4)143.1 170.7 (16)%(16)%
prAna94.7 — 94.7 118.4 (20)%(20)%
Mountain Hardwear50.5 0.1 50.6 61.9 (18)%(18)%
Total$1,585.9 $1.2 $1,587.1 $2,087.6 (24)%(24)%
Product Category Net Sales:
Apparel, Accessories and Equipment$1,206.2 $0.8 $1,207.0 $1,642.9 (27)%(27)%
Footwear379.7 0.4 380.1 444.7 (15)%(15)%
Total$1,585.9 $1.2 $1,587.1 $2,087.6 (24)%(24)%
Channel Net Sales:
Wholesale$957.3 $(0.6)$956.7 $1,312.0 (27)%(27)%
DTC628.6 1.8 630.4 775.6 (19)%(19)%
Total$1,585.9 $1.2 $1,587.1 $2,087.6 (24)%(24)%
Gross Profit: Gross profit, as a percentage of net sales, increased to 49.7% in the nine months ended September 30, 2019, from 48.4% for the comparable period in 2018, primarily due to a favorable impact from Project CONNECT benefits, including our design-to-value, assortment optimization and manufacturing efficiency initiatives.
Selling, General and Administrative Expense: SG&A expense increased $66.9 million, or 9%, to $791.8 million, or 37.9% of net sales, for the nine months ended September 30, 2019, from $724.8 million, or 38.5% of net sales, for the comparable period in 2018.
The SG&A expense increase was primarily due to:
Increased expenses to support our expanding global DTC operations;
Increased personnel costs to support business growth and strategic projects;
Increased IT spending, including our C1 and X1 initiatives;
Increased demand creation spending; and
The non-recurrence of an insurance claim recovered in the third quarter of 2018; partially offset by
The non-recurrence of Project CONNECT program expenses and discrete costs; and
The impact of weakening foreign currencies relative to the U.S. dollar.
Income from Operations: Income from operations increased $58.1 million, or 29%, to $256.3 million for the nine months ended September 30, 2019 from $198.2 million for the comparable period in 2018. Income from operations as a percentage of net sales increased to 12.3% for the nine months ended September 30, 2019, compared to 10.5% in the comparable period in 2018.
Income Tax Expense: Income tax expense increased $3.4 million to $48.2 million for the nine months ended September 30, 2019 from $44.7 million for the comparable period in 2018. Our effective income tax rate decreased to 18.2% for the nine months ended September 30, 2019 from 21.7% for the same period in 2018. The effective income tax rate for the nine months ended September 30, 2019 was impacted by the passage of a Swiss tax reform package in the second quarter of 2019, which resulted in a $6.6 million tax benefit related to the revaluation of our Swiss deferred tax assets at a higher rate.
Net Income Attributable to Columbia Sportswear Company: Net income increased $61.5 million, or 40%, to $216.5 million, or $3.15 per diluted share, for the nine months ended September 30, 2019 from $155.0 million, or $2.19 per diluted share, for the comparable period in 2018, which included $10.7 million, net of tax, of Project CONNECT program expense and discrete costs, $3.3 million, net of tax, of benefit in connection with an insurance claim and $2.7 million of incremental income tax expense related to the TCJA. Net income for the nine months ended September 30, 2019 includes the benefit of full ownership of our China business, which became a wholly owned subsidiary effective January 2019. In the comparable period of 2018, the non-controlling interest share of net income was $6.6 million or $0.09 per diluted share.
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Results of Operations — Segment
Quarter Ended September 30, 2019 Compared to Quarter Ended September 30, 2018
Net Sales by Geographic Region: Net sales by geographic region are summarized in the following table:
  Three Months Ended September 30,
    Adjust for Constant-     Constant-
  Reported Foreign currency Reported Reported currency
  Net Sales Currency Net Sales Net Sales Net Sales Net Sales
(In millions, except for percentage changes) 2019 Translation 
2018(1)
 2018 % Change 
% Change(1)
United States $581.3
 $
 $581.3
 $496.2
 17% 17%
LAAP 123.2
 1.7
 124.9
 118.4
 4% 5%
EMEA 104.4
 4.1
 108.5
 100.3
 4% 8%
Canada 97.9
 0.9
 98.8
 80.9
 21% 22%
  $906.8
 $6.7
 $913.5
 $795.8
 14% 15%
(1) Constant-currency net sales information is a non-GAAP financial measure that excludes the effect of changes in foreign currency exchange rates against the U.S.United States 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.United States dollars at the average exchange rates that were in effect during the comparable period of the prior year.
Gross Profit: Gross profit as a percentage of net sales, decreased to 48.0% in the nine months ended September 30, 2020, from 49.7% for the comparable period in 2019, primarily reflecting:
lower wholesale product margins resulting from higher close-out sales mix; and
lower DTC product margins, reflecting elevated promotional activity; partially offset by
favorable sales mix, resulting from a higher proportion of DTC e-commerce sales, which generally carry higher gross margins.
Selling, General and Administrative Expense: SG&A expense decreased $36.1 million, or 4.6%, to $755.7 million, or 47.6% of net sales, for the nine months ended September 30, 2020, from $791.8 million, or 37.9% of net sales, for the comparable period in 2019, primarily reflecting:
lower retail expenses of $26.7 million, primarily resulting from lower personnel expenses due to store closures;
decreased demand creation of $22.0 million;
discretionary expenses associated with cost containment efforts; and
lower incentive compensation; partially offset by
increased bad debt expense of $24.7 million, reflecting heightened accounts receivable risk resulting from the ongoing COVID-19 pandemic; and
increased other expenses of $21.7 million related to the COVID-19 pandemic.
In March 2020, we initiated numerous cost containment measures across the organization to mitigate the impacts of COVID-19 on our business. See additional discussion of these measures in the Impacts of COVID-19 discussion above.
Income from Operations: Income from operations was $13.4 million, or 0.8% of net sales, for the nine months ended September 30, 2020 compared to income from operations of $256.3 million, or 12.3% of net sales for the comparable period in 2019.
28


Income Tax Expense: Income tax expense was $4.0 million for the nine months ended September 30, 2020 compared to $48.2 million for the comparable period in 2019. Our effective income tax rate was 24.8% for the nine months ended September 30, 2020 compared to 18.2% for the same prior year in 2019. Our effective income tax rate for the nine months ended September 30, 2020 increased compared to prior year primarily due to the change in mix of book income or loss among jurisdictions, as well as the favorable impact of the passage of a Swiss tax reform package on our effective income tax rate for the comparable period in 2019.
Net Income: Net income was $12.3 million, or $0.18 per share, for the nine months ended September 30, 2020 compared to net income of $216.5 million, or $3.15 per diluted share, for the comparable period in 2019.
Results of Operations — Segment
Quarter Ended September 30, 2020 Compared to Quarter Ended September 30, 2019
Net Sales by Geographic Region: Net sales by geographic region are summarized in the following table:
 Three Months Ended September 30,
Adjust forConstant-Constant-
ReportedForeigncurrencyReportedReportedcurrency
Net SalesCurrencyNet SalesNet SalesNet SalesNet Sales
(In millions, except for percentage changes)2020Translation
2020(1)
2019% Change
% Change(1)
U.S.$445.6 $— $445.6 $581.3 (23)%(23)%
LAAP90.9 (0.6)90.3 123.2 (26)%(27)%
EMEA99.2 (3.6)95.6 104.4 (5)%(8)%
Canada65.4 0.3 65.7 97.9 (33)%(33)%
$701.1 $(3.9)$697.2 $906.8 (23)%(23)%
(1) Constant-currency net sales information is a non-GAAP financial measure that excludes the effect of changes in foreign currency exchange rates against the United States dollar between comparable reporting periods. We calculate constant-currency net sales by translating net sales in foreign currencies for the current period into United States dollars at the average exchange rates that were in effect during the comparable period of the prior year.
Unless otherwise noted below, lower net sales primarily reflects the ongoing negative effects of the COVID-19 pandemic compared to the same period in 2019.
U.S. net sales increased $85.1decreased $135.7 million, or 17%23%, to $581.3$445.6 million for the third quarter of 20192020 from $496.2$581.3 million for the comparable period in 2018.2019. The U.S. net sales increaseddecrease was driven primarily by lower net sales in both ourthe U.S. wholesale business, and, to a lesser extent, lower net sales in the U.S. DTC businesses.business. The net sales increasedecrease in our wholesalethe U.S. DTC business was driven by the shipment of higher Fall 2019 advance orders, a greater portion of Fall 2019 shipments falling into the third quarter of 2019 compared to Fall 2018 shipments in the third quarter of 2018, favorable net reorder and cancellation rates, and higher replenishment sales. Thedecreased net sales increase in our DTC business was ledfrom retail stores, partially offset by increased net sales from our retail stores, followed by our e-commerce business.
LAAP region net sales increased $4.8decreased $32.3 million, or 4% (5%26% (27% constant-currency), to $123.2$90.9 million for the third quarter of 20192020 from $118.4$123.2 million for the comparable period in 2018. 2019. The net sales increasedecrease in the LAAP region was primarily driven by our LAAP distributor and Japan businesses, partially offset by adecreased net sales decrease in our China, business, while KoreaJapan and LAAP distributor businesses, and to a lesser extent, decreased net sales remained relatively flat.in our Korea business.
EMEA regionnet salesincreased $4.1 decreased $5.2 million, or 4% (8%5% (8% constant-currency), to $104.4$99.2 million for the third quarter of 20192020 from $100.3$104.4 million for the comparable period in 2018. Net2019. The net sales increaseddecrease in the EMEA region was driven by decreased net sales in our Europe-direct business, primarily drivenpartially offset by increased net sales in our EMEA distributor business resulting from a greater portion of Fall 20192020 shipments falling into the third quarter of 20192020 compared to Fall 20182019 shipments forin the third quarter of 2018, higher closeout sales and, to a lesser extent, DTC sales growth. Net sales increased in our EMEA distributor business, primarily driven by increased Fall 2019 shipments.prior year.
Canada net sales increased $17.0decreased $32.5 million, or 21% (22% constant-currency)33%, to $97.9$65.4 million for the third quarter of 20192020 from $80.9$97.9 million for the comparable period in 2018.2019. The net sales increasedecrease in Canada was primarily driven by increaseddecreased net sales in our wholesale business and a greater portion of Fall 2019 shipments falling into the third quarter of 2019 compared to Fall 2018 shipments for the third quarter of 2018.business.
Segment Income from Operations: Segment income from operations includes net sales, cost of sales, SG&A expenses, and net licensing income for each of our four reportable geographic segments. IncomeTypically, income from operations as a percentage of net sales in the U.S. is typically higher than the other segments due to scale efficiencies associated with the larger base of net sales in the U.S. and incremental licensing income compared to other segments.
WeGenerally, we anticipate this trend towill continue until other segments achieve scale efficiencies from higher levels of net sales volume relative to the fixed cost structure necessary to operate the business. The EMEA segment, in particular, typically has realized lower operating margins compared to other segments due to a relatively higher fixed cost structure associated with our supply chain and administrative functions, compared to net sales. AsTo the extent net sales increase in the EMEA segment, we would anticipate an improvement in the operating income margin of that segment.
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The following table presents segment income from operations for each reportable segment for the three months ended September 30:segment:
 Three Months Ended September 30,
(In millions, except for percentage changes)20202019Change ($)
U.S.$96.6 $156.2 $(59.6)
LAAP4.7 17.1 (12.4)
EMEA19.0 18.2 0.8 
Canada19.7 27.0 (7.3)
Total segment income from operations140.0 218.5 (78.5)
Unallocated corporate expenses(54.4)(66.5)(12.1)
Income from operations$85.6 $152.0 $(66.4)
  Three Months Ended September 30,
(In millions, except for percentage changes) 2019 
2018(1)
 Change ($) Change (%)
United States $156.2
 $125.9
 30.3 24 %
LAAP 17.1
 17.2
 (0.1) (1)%
EMEA 18.2
 14.8
 3.4 23 %
Canada 27.0
 17.9
 9.1 51 %
Total segment income from operations $218.5
 $175.8
 42.7 24 %
(1) Prior year segmentUnless otherwise noted below, lower income from operations has been revised from amounts previously reported. See Note 14primarily reflects the ongoing negative effects of the COVID-19 pandemic compared to the condensed consolidated financial statements for additional discussion.same period in 2019.
SegmentU.S. income from operations inof $96.6 million, or 21.7% of net sales, for the U.S. increased $30.3third quarter of 2020 decreased $59.6 million tofrom $156.2 million, or 26.9% of net sales, for the comparable period in 2019. The decrease in operating income primarily reflects the fixed cost base of our U.S. operations coupled with a significant decline in sales due to the COVID-19 pandemic. Gross margin contracted due to increased promotional activity to drive consumer demand in our U.S. DTC business, primarily for U.S. retail stores. U.S. SG&A expense increased as a percentage of net sales to 28.5% for the third quarter of 20192020, compared to 23.1% for the same period in 2019. U.S. SG&A expense for the third quarter of 2020 included COVID-19 related expenses.
LAAP income from $125.9operations of $4.7 million, or 25.4%5.2% of net sales, for the third quarter of 2020 decreased $12.4 million from $17.1 million, or 13.9% of net sales, for the comparable period in 2018.2019. The increasedecrease resulted from a decline in net sales primarily reflecting the impact of the COVID-19 pandemic and lower gross margin due to increased promotions and discounts to drive consumer demand and liquidate excess inventories. LAAP SG&A expense increased as a percentage of net sales to 46.6% for the third quarter of 2020 compared to 39.4% for the same period in 2019.
EMEA income from operations of $19.0 million, or 19.1% of net sales, for the third quarter of 2020 increased $0.8 million from $18.2 million, or 17.4% of net sales, for the comparable period in 2019. The increase was driven by net sales growth
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from both the wholesale and DTC businesses, combined with improvedincreased gross margin reflecting financial benefits from Project CONNECT. U.S.due to favorable comparisons to last year and SG&A expense leverage. EMEA SG&A expense decreased as a percentage of net sales to 23.1%26.3% for the third quarter of 2020 compared to 27.6% for the same period of 2019.
Canada income from operations of $19.7 million, or 30.2% of net sales, for the third quarter of 2019 compared to 23.7% for the same period in 2018.
Segment income2020 decreased $7.3 million from operations in the LAAP region decreased $0.1 million to $17.1 million, or 13.9% of net sales, for the third quarter of 2019 from $17.2 million, or 14.5% of net sales, for the comparable period in 2018.
Segment income from operations in the EMEA region increased $3.4 million to $18.2 million, or 17.4% of net sales, for the third quarter of 2019 from $14.8 million, or 14.7% of net sales, for the comparable period in 2018. The increase in income from operations resulted from increases in net sales in our Europe-direct and EMEA distributor businesses, combined with improved gross margin, reflecting financial benefits from Project CONNECT.
Segment income from operations in Canada increased $9.1 million to $27.0 million, or 27.6% of net sales, for the comparable period in 2019. The decrease was primarily driven by decreased wholesale net sales from order cancellations received earlier in the year, partially offset by increased gross margin. Canada SG&A expense increased as a percentage of net sales to 17.5% for the third quarter of 2019 from $17.9 million, or 22.2% of net sales,2020 compared to 16.9% for the comparablesame period in 2018. The increase in income from operations resulted from increases in net sales driven by our Canada wholesale business, combined with improved gross margin, reflecting financial benefits from Project CONNECT.of 2019.
Unallocated corporate expenses increaseddecreased by $19.8$12.1 million to $66.4$54.4 million for the third quarter of 20192020 from $46.6$66.5 million for the comparable period in 2018. The increase of unallocated corporate expenses was primarily driven by increased personnel costs and project-related expenses to support ongoing IT system implementations.2019.
Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 20182019
Net Sales by Geographic Region: Net sales by geographic region are summarized in the following table:
 Nine Months Ended September 30, Nine Months Ended September 30,
   Adjust for Constant-   Constant-Adjust forConstant-Constant-
 Reported Foreign currency Reported Reported currencyReportedForeigncurrencyReportedReportedcurrency
 Net Sales Currency Net Sales Net Sales Net Sales Net SalesNet SalesCurrencyNet SalesNet SalesNet SalesNet Sales
(In millions, except for percentage changes) 2019 Translation 
2018(1)
 2018 % Change 
% Change(1)
(In millions, except for percentage changes)2020Translation
2020(1)
2019% Change
% Change(1)
United States $1,309.0
 $
 $1,309.0
 $1,139.2
 15% 15%
U.S.U.S.$1,004.7 $— $1,004.7 $1,309.0 (23)%(23)%
LAAP 357.7
 9.9
 367.6
 350.8
 2% 5%LAAP260.9 2.7 263.6 357.7 (27)%(26)%
EMEA 267.3
 10.8
 278.1
 257.1
 4% 8%EMEA213.3 (1.7)211.6 267.3 (20)%(21)%
Canada 153.6
 4.0
 157.6
 137.6
 12% 15%Canada107.0 0.2 107.2 153.6 (30)%(30)%
 $2,087.6
 $24.7
 $2,112.3
 $1,884.7
 11% 12%$1,585.9 $1.2 $1,587.1 $2,087.6 (24)%(24)%
(1) Constant-currency net sales information is a non-GAAP financial measure whichthat excludes the effect of changes in foreign currency exchange rates against the U.S.United States 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.United States dollars at the average exchange rates that were in effect during the comparable period of the prior year.
Unless otherwise noted below, net sales decreases within all regions primarily reflect the impact of temporary store closures, including our wholesale customers' stores, and lower consumer demand resulting from the ongoing COVID-19 pandemic compared to the same period in 2019.
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U.S. net sales increased $169.8decreased $304.3 million, or 15%23%, to $1,309.0$1,004.7 million for the nine months ended September 30, 20192020 from $1,139.2$1,309.0 million for the comparable period in 2018. The2019. U.S. net sales increase was led bydecreased in our U.S. wholesale business, followed byand DTC businesses primarily reflecting the ongoing impacts from the COVID-19 pandemic, including actions taken to curtail purchases of Fall 2020 inventory and rationalize our DTC business.Fall 2020 order book. The net sales increasedecrease in our wholesalethe U.S. DTC business was driven by the Columbia and SOREL brands. The net sales increase in our DTC business was led by increaseddecreased net sales from our retail stores, followedpartially offset by increased net sales from our e-commerce business.
LAAP region net sales increased $6.9decreased $96.8 million, or 2% (5%27% (26% constant-currency), to $357.7$260.9 million for the nine months ended September 30, 20192020 from $350.8$357.7 million for the comparable period in 2018.2019. The net sales increasedecrease in the LAAP region was primarily driven by increased net sales in our Japan and LAAP distributor businesses, partially offset by decreased net sales in our China business.
EMEA regionand Japan businesses, and to a lesser extent, decreased net sales increased $10.2in the LAAP distributors and Korea businesses.
EMEA region net sales decreased $54.0 million, or 4% (8%20% (21% constant-currency), to $213.3 million for the nine months ended September 30, 2020 from $267.3 million for the comparable period in 2019. The net sales decrease in the EMEA region was led by decreased net sales in our Europe-direct business, followed by our EMEA distributor business.
Canada net sales decreased $46.6 million, or 30%, to $107.0 million for the nine months ended September 30, 20192020 from $257.1$153.6 million for the comparable period in 2018.2019. The net sales increasedecrease in the EMEA regionCanada was primarily driven by our EMEA distributor business and a slight increase indecreased net sales in our Europe-directwholesale business. The net sales increase in our EMEA distributor business was driven by sales growth to our Russia-based distributor and increased shipments of Fall 2019 orders.
Canada net sales increased $16.0 million, or 12% (15% constant-currency), to $153.6 million for the nine months ended September 30, 2019 from $137.6 million for the comparable period in 2018. The net sales increase in Canada was driven primarily by a net sales increase in our wholesale business, as well as a net sales increase in our DTC business.
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Segment Income from Operations: The following table presents segment income from operations for each reportable segment for the nine months ended September 30:segment:
 Nine Months Ended September 30,
(In millions, except for percentage changes)20202019Change ($)
U.S.$118.5 $298.4 $(179.9)
LAAP8.7 53.8 (45.1)
EMEA19.0 36.9 (17.9)
Canada15.1 30.4 (15.3)
Total segment income from operations161.3 419.5 (258.2)
Unallocated corporate expenses(147.9)(163.2)(15.3)
Income from operations$13.4 $256.3 $(242.9)
  Nine Months Ended September 30,
(In millions, except for percentage changes) 2019 
2018(1)
 Change ($) Change (%)
United States $298.4
 $243.3
 55.1 23%
LAAP 53.8
 51.6
 2.2 4%
EMEA 36.9
 26.3
 10.6 40%
Canada 30.4
 21.2
 9.2 43%
Total segment income from operations $419.5
 $342.4
 77.1 23%
(1) Prior yearUnless otherwise noted below, segment income from operations has been revised from amounts previously reported. See Note 14within all regions decreased due to the condensed consolidated financial statementsimpact of temporary store closures, including our wholesale customers' stores, lower consumer demand, higher inventory reserves and increased bad debt expenses primarily resulting from the ongoing COVID-19 pandemic, compared to strong sales performance for additional discussion.the comparable period in 2019.
SegmentU.S. income from operations in the U.S. increased $55.1decreased $179.9 million to $298.4$118.5 million, or 22.8%11.8% of net sales, for the nine months ended September 30, 20192020 from $243.3$298.4 million, or 21.4%22.8% of net sales, for the comparable period in 2018.2019. The increase in income from operationsdecrease was driven primarily by decreased net sales growth from both the wholesale and DTC businesses, combined with decreased gross margin, increased gross margins largely driven by financial benefits from Project CONNECT.provisions for uncollectible accounts receivable, and COVID-19 related expenses, including catastrophic paid leave and furlough pay as well as severance and other pandemic related costs. U.S. SG&A expensesexpense increased as a percentage of net sales decreasedto 37.3% for the nine months ended September 30, 2020 compared to 27.4% for the same period in 2019.
LAAP income from operations decreased $45.1 million to $8.7 million, or 3.3% of net sales, for the nine months ended September 30, 20192020 from $53.8 million, or 15.0% of net sales, for the comparable period in 2019. The decrease primarily resulted from decreased net sales combined with decreased gross margin. LAAP SG&A expense increased as a percentage of net sales to 48.5% for the nine months ended September 30, 2020 compared to 27.8%40.4% for the same period in 2018.2019.
SegmentEMEA income from operations in the LAAP region increased $2.2 million to $53.8of $19.0 million, or 15.0%8.9% of net sales, for the nine months ended September 30, 20192020 decreased $17.9 million from $51.6$36.9 million, or 14.7%13.8% of net sales, for the comparable period in 2018.2019. The increase in LAAP region operating incomedecrease was driven by increased net sales in our Japan and LAAP distributor businesses, partially offset by decreased net sales in China. Gross margin improvement, reflecting financial benefits from Project CONNECT, also contributedcombined with decreased gross margin. EMEA SG&A expense increased as a percentage of net sales to LAAP region operating income growth.33.6% for the nine months ended September 30, 2020 compared to 29.0% for the same period of 2019.
SegmentCanada income from operations in the EMEA region increased $10.6 million to $36.9of $15.1 million, or 13.8%14.2% of net sales, for the nine months ended September 30, 20192020 decreased $15.3 million from $26.3 million, or 10.2% of net sales, for the comparable period in 2018. The increase in EMEA region operating income was driven primarily by increased net sales in our EMEA distributor business, as well as gross margin improvement, reflecting financial benefits from Project CONNECT. EMEA region SG&A expense as a percentage of net sales decreased to 29.0% for the nine months ended September 30, 2019 compared to 29.5% for the same period in 2018.
Segment income from operations in Canada increased $9.2 million to $30.4 million, or 19.8% of net sales, for the comparable period in 2019. The decrease primarily resulted from decreased net sales partially offset by increased gross margin. Canada SG&A expense increased as a percentage of net sales to 32.6% for the nine months ended September 30, 2019 from $21.2 million, or 15.4% of net sales,2020 compared to 24.4% for the comparablesame period in 2018. The increase in Canada operating income was driven by increased net sales in our wholesale and DTC businesses, as well as gross margin improvement, including financial benefits from Project CONNECT.of 2019.
Unallocated corporate expenses increaseddecreased by $18.9$15.3 million to $163.2$147.9 million for the nine months ended September 30, 2019 2020from $144.2$163.2 million for the comparable period in 2018. The increase of unallocated corporate expenses resulted primarily from increased personnel costs and project-related expenses to support ongoing IT system implementations.2019.
Liquidity and Capital Resources
At September 30, 2019,2020, we had total cash and cash equivalents of $239.3$313.4 million, compared to $437.8$686.0 million at December 31, 20182019 and $182.2 million at September 30, 2018. In addition, we had short-term investments of $1.5 million at September 30, 2019, compared to $262.8 million at December 31, 2018 and $269.3 million at September 30, 2018.
Net cash used in operating activities was $198.2 million for the nine months ended September 30, 2019, compared to $98.1 million for the same period in 2018. The increase in net cash used in operating activities was primarily driven by an increase in accounts receivable primarily due to increased shipments of fall season advance orders and a greater portion of Fall 2019 shipments falling into the third quarter, as well as a decrease in accounts payable resulting from the earlier receipt and payment of inventory purchases compared to the same period in 2018.
Net cash provided by investing activities was $159.7 million for the nine months ended September 30, 2019, compared to net cash used in investing activities of $218.7 million for the comparable period in 2018. For the 2019 period, net cash provided by investing activities consisted primarily of $264.2 million of net sales and maturities of short-term investments, partially offset by $104.5 million for capital expenditures. For the same period in 2018, net cash used in investing activities primarily consisted of $173.6 million of net purchases of short-term investments and $45.2 million for capital expenditures. The increase in cash used in capital expenditures was primarily related to the expansion of our corporate headquarters and investments in our global DTC operations and technology systems.
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Net cash used in financing activities was $171.1 million for the nine months ended September 30, 2019, compared to $152.7 million for the comparable period in 2018. For the 2019 period, net cash used in financing activities primarily consisted of repurchases of common stock of $116.2 million, dividend payments to Company shareholders of $48.9 million, and $17.9 million related to the purchase of the non-controlling interest in our China joint venture. For the same period in 2018, net cash used in financing activities primarily consisted of repurchases of common stock of $107.2 million and dividend payments to Company shareholders of $46.2 million and to the non-controlling interest in our China joint venture of RMB136.5 million (approximately $19.9 million).
Short-term borrowings and credit lines
We have an unsecured, committed revolving line of credit available to fund our domestic working capital requirements. Monthly variable commitments available for funding average $50.0 million over the course of a calendar year. We had no balance outstanding under this line of credit, and we were in compliance with all associated covenants at September 30, 2019. Internationally, our subsidiaries have operating lines of credit in place guaranteed by the parent company with a combined credit limit of approximately $106.1$239.3 million at September 30, 2019. At September 30, 2019, no balance was outstanding under these subsidiary2020, we had approximately $530.2 million in committed borrowing availability. Including cash, cash equivalents, short-term investments and available committed and uncommitted credit lines, we had nearly $1 billion in total liquidity at September 30, 2020. As part of credit. Refera broader capital preservation effort during the ongoing COVID-19 pandemic, in March 2020,
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we suspended quarterly cash dividend payments and further share repurchases. Our Board of Directors will continue to Note 6evaluate when to the condensed consolidated financial statements for additional discussion.
reinstate future dividend distributions and management may resume share repurchases at any time, depending upon market conditions and our capital requirements. Our primary ongoing funding requirements are for working capital and capital expenditures, including facilities expansions at our corporate headquarters, investment in our DTC operations, including new stores and remodels, and investment in IT systems and other enabling capabilities to support our strategic priorities. We anticipate 2019 capital expenditures of approximately $130 million to $140 million. expenditures.
We expect to fundmeet our futurecash needs for the next twelve months with cash and cash equivalents, short-term investments, borrowings under our committed and uncommitted lines of credit and facilities, additional borrowing capacity, access to capital expenditures with existing cash, operatingmarkets, and cash flows from operations. Although we believe we have adequate sources of liquidity over the long term, the success of our operations, in light of the market volatility and uncertainty as a result of the COVID-19 pandemic, among other factors, could impact our business and liquidity. We continue to monitor the credit facilities. Ifmarkets, as well as our business trends, to evaluate our potential needs. We have already taken key actions to mitigate the need arises, we may seek additional funding. Our ability to obtain additional financing will dependimpact of the current economic crisis on many factors, including prevailing market conditions, our financial conditionposition with a focus on financial liquidity enhancements, capital preservation, cost containment measures, and inventory management. See "Impacts of COVID-19" above for additional discussion.
Our business is affected by the general seasonal trends common to the industry. Our products are marketed on a seasonal basis and our ability to negotiate favorable terms and conditions. Financing may not be available on terms thatsales are acceptable or favorable to us, if at all.
Our operations are affected by seasonal trends typical in the outdoor apparel industry and have historically resulted in higher sales and profits inweighted substantially toward the third and fourth calendar quarters. This pattern has resulted primarily from the timing of shipments of fall season products to wholesale customers and proportionally higher sales inquarters, while our DTC operations in the fourth quarter, combined with an expense base that isoperating costs are more consistentequally distributed throughout the year. Our cash, cash equivalents and short-term investments balances have generally beenare at their lowest level at the end of the third quarter and increase during the fourth quarter from collection of wholesale business receivables and fourth-quarterfourth quarter DTC sales. We believe that
Short-term borrowings and credit lines
Refer to Note 4 in Item 1 of this quarterly report for additional information regarding our liquidity requirementslines of credit and overdraft facilities in place. At September 30, 2020, we had $525.0 million available domestically under our restated credit agreement and, internationally, our subsidiaries had approximately $140.3 million in committed and uncommitted lines of credit and overdraft facilities in place, which could be terminated at any time by either the applicable subsidiary or the banks, some of which were guaranteed by Columbia Sportswear Company. At September 30, 2020, there was no balance outstanding under these lines of credit and overdraft facilities. At the time of this filing, we are in compliance with all financial covenants necessary as a condition for at leastborrowing under the next 12restated credit agreement, as amended.
Cash Flow Activities
Net cash used in operating activities was $198.0 million for the nine months will be adequately coveredended September 30, 2020, compared to net cash used in operating activities of $198.2 million for the same period in 2019. The change in operating cash flow was driven by existinga $154.6 million decrease in operating cash flow provided by net income and non-cash adjustments, offset by a $154.8 million decrease in cash used in changes in assets and liabilities. The most significant comparative changes included Accounts receivable, Accrued liabilities, and Inventories. The decrease in cash used in Accounts receivable was primarily driven by lower wholesale net sales in the third quarter of 2020. The increase in cash used in Accrued liabilities was primarily driven by decreases in accruals for wholesale refund liabilities, wholesale and retail return liabilities, and incentive compensation. The decrease in cash used in Inventories reflects lower inventory receipts and the effect of an increase in the provision for excess, close-out or slow moving inventory.
Net cash used in investing activities was $23.6 million for the nine months ended September 30, 2020, compared to net cash provided by operationsinvesting activities of $159.7 million for the comparable period in 2019. For the 2020 period, net cash used in investing activities consisted primarily of $25.2 million of capital expenditures, partially offset by $1.6 million of net sales and existingmaturities of short-term borrowing arrangements. We planinvestments. For the same period in 2019, net cash provided by investing activities primarily consisted of $264.2 million of net sales and maturities of short-term investments, partially offset by $104.5 million of capital expenditures. The decrease in capital expenditures for the 2020 period compared to fund futurethe same period in 2019 was due to lower planned 2020 capital expenditures as well as capital preservation measures taken in light of the ongoing COVID-19 pandemic.
Net cash dividendsused in financing activities was $152.3 million for the nine months ended September 30, 2020, compared to net cash used in financing activities of $171.1 million for the comparable period in 2019. For the 2020 period, net cash used in financing activities primarily consisted of repurchases of common stock of $132.9 million, and sharedividend payments to our shareholders of $17.2 million. For the same period in 2019, net cash used in financing activities primarily consisted of repurchases with cash generated from operating activities.of common stock of $116.2 million, dividend payments to our shareholders of $48.9 million, and $17.9 million related to the purchase of the non-controlling interest in our China joint venture.
Contractual obligations
Our inventory purchase obligations decreased to $224.2 million at September 30, 2020 compared to $337.2 million at December 31, 2019. There have been no other material changes to the estimated contractual commitments contained in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.
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Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of operations are based on our condensed 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. We believe that the estimates, assumptions and judgments involved in the accounting policies referred to in Part II, Item 7 in our Annual Report on Form 10-K for the year ended December 31, 20182019 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. We base our ongoing estimates on historical experience and other assumptions that we believe to be reasonable in the circumstances. Some of these critical accounting policies affect working capital account balances, including the policy for revenue recognition, and related sales returns and claims from customers, the allowance for doubtfuluncollectible accounts the provision for potentialreceivable, excess, slow-movingclose-out and closeout inventories,slow moving inventory, product warranty, impairment of long-lived assets, intangible assets and goodwill, income taxes, and stock-based compensation.
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 quarterly report. 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.
Except as described below and disclosed in Note 2 and Note 8 to the condensed consolidated financial statements,1 in Item 1 of this quarterly report, pertaining to our adoption of new accounting pronouncements, there have been no significant changes to the Company's significant accounting policies as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.2019.
Impairment of Long-Lived Assets, Intangible Assets and Goodwill
Long-lived assets, which include property, plant and equipment and intangible assets with finite lives, are amortized over their estimated useful lives and are measured for impairment only when events or circumstances indicate the carrying value may be impaired. In the third quarter of 2020, we tested certain retail locations and their respective lease right-of-use assets for impairment. See Note 1 in Item 1 of this quarterly report for impairment charges recognized in 2020. Further declines in projected future performance or significant declines in market rents for retail spaces may adversely affect the recovery of retail locations assets.
Our 2019 impairment tests of goodwill and intangible assets with indefinite lives indicated that the fair value of all reporting units and intangible assets with indefinite lives exceeded their respective carry values by more than 20%, except for the prAna brand's trademark. In the prAna brand impairment analysis, the estimated fair value of its trademark exceeded its carrying value by approximately 20%. Additionally, the estimated fair value of the prAna reporting unit exceeded its carrying value by more than 30%. As a result of the COVID-19 pandemic and a significant decline in projected net sales, the prAna brand's trademark and goodwill were tested for impairment as of March 31, 2020. While no impairment was indicated during the first quarter 2020 tests, the degree by which the fair value of the prAna reporting unit and trademark exceeded their respective carrying values declined from our 2019 impairment test. After performing both qualitative and quantitative analysis, including review of future long-term revenue and cash flow assumptions, we concluded a triggering event requiring the measurement of prAna brand's trademark and goodwill for impairment as of September 30, 2020 did not occur. If, due to the current level of uncertainty relating to the COVID-19 pandemic, the prAna brand's actual or projected future performance deteriorates from the projections considered in our first quarter 2020 tests, it is possible that an impairment charge would be required.
Our impairment tests and related fair value estimates are based on a number of factors, including assumptions and estimates for projected sales, income, cash flows, discount rates, market-based multiples, remaining useful lives, 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.
Recent Accounting Pronouncements
See "Recent Accounting Pronouncements Not Yet Adopted" in Note 2 to the condensed consolidated financial statements.1 in Item 1 of this quarterly report.
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Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has not been any material change in the market risk disclosure contained in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

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Item 4.    CONTROLS AND PROCEDURES
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 as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (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, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
We continue to focus on several transformation initiatives to improve our business processes and systems. These are long-term initiatives, which we believe will enhance our internal controls over financial reporting due to increased automation and further integration of related processes. We will continue to monitor our internal control over financial reporting for effectiveness throughout our transformation.
In the quarter ended September 30, 2019,2020 we concluded the deployment of a new retail platformenhancements to our North America storese-commerce systems as part of the C1X1 initiative. We also completed implementation of a new human resources information system. These initiatives involveThis initiative involves changes to the processes that constitute our internal control over financial reporting. We have taken steps to monitor and maintain appropriate internal control over financial reporting during these projectsthis project and will continue to evaluate these controls for effectiveness.
There have not been any other changes in our internal control over financial reporting during the quarter ended September 30, 20192020 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


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PART II—OTHER INFORMATION
Item 1.    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 position, results of operations or cash flows.
Item 1A.    RISK FACTORS
In addition to the other information contained in this Quarterly Report on Form 10-Q, 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. The following risk factors include changes to and supersede the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.
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. 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 true in particular 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, and certain of our wholesale customers may be able to offer faster shipping and lower prices than our own DTC e-commerce channel.
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 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 operations decisions.
Weather Conditions, Including Global Climate Change Trends. Our sales are adversely affected by unseasonable weather conditions. A significant portion of our DTC sales is 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. Unseasonable weather also impacts future sales to our wholesale customers, who may hold inventory into subsequent seasons in response to unseasonable weather. To the extent global weather patterns trend warmer, consumer and customer demand for our products may be negatively affected. 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.
Shifts in Retail Traffic Patterns. Shifts in consumer purchasing patterns, including the growth of e-commerce and large one-stop digital marketplaces, e-commerce off-price retailing and online comparison shopping, 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. 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
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choose 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.
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.
Certain of the above risks may be or have been exacerbated by the COVID-19 pandemic, see “An Outbreak of Disease or Similar Public Health Threat, or Fear of Such an Event, Such as the COVID-19 Pandemic, Could Have, and in the Case of the COVID-19 Pandemic Has Had and is Expected to Continue to Have, a Material Adverse Impact on Our Business, Operating Results and Financial Condition.”
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 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 customer in the agreed upon manner, these customers could postpone, reduce, cancel, or discontinue purchases from us, including after we have begun production on any order.
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 have implemented key strategic initiatives designed to improve the efficiency of our supply chain, such as spreading out the production of our products over time, which may lead to the build-up of inventory well in advance of the selling seasons for such products. Additionally, 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.
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 owned outlet stores 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 relating to the storage of excess inventory.
Conversely, if we underestimate consumer and/or customer demand for our products or if our contract manufacturers are unable to supply products when we need them, we may experience inventory shortages, which may prevent us from fulfilling product orders, delay shipments of product, negatively affect our wholesale customer and consumer relationships, result in increased costs to expedite production and delivery, and 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 or favorable pricing if growth or product demand differs from our forecasts. Contract manufacturers may fail to perform as expected, or our competitors may obtain production capacities that effectively limit or eliminate the availability of these resources to us. If a contract manufacturer fails to ship orders in a timely manner or to meet our standards or if we are unable to obtain necessary capacities, due to any number of reasons, including government issued orders that may have the effect of restricting or limiting production, we could experience supply disruptions that would hinder our ability to satisfy demand through our wholesale and DTC businesses, and we may miss delivery deadlines or incur additional costs, which may cause our customers to cancel their orders, refuse to accept deliveries or demand a reduction in purchase price.
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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.
For Certain Materials We Depend on a Limited Number of Suppliers, Which May Cause Increased Costs or Production Delays.
Some of the materials that are used in our products may be available from only one source or a very limited number of sources. For example, some specialty fabrics are manufactured to our specification by one source or a few sources, and a single vendor supplies the majority of the zippers used in our products. 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 Our and Third-Party Distribution Facilities, and Other Third-Party Logistics Providers.
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-party logistics companies, the development or expansion of additional distribution capabilities and services, and the timely performance of services by third-parties, including those involved in shipping products to and from our distribution facilities and facilities operated by third-parties. The majority of our products are manufactured outside of our principal sales markets, which requires these products to be consolidated and transported by third-parties, sometimes over large geographical distances. A small number of third-party logistics providers currently consolidate, deconsolidate and/or transload almost all of our products. While we believe that such a consolidation in these providers is in our best interest overall, any disruption in the operations of these providers or changes to the costs they charge, due to capacity or volatile fuel prices 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 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 inability of our third-party logistics providers to move products over large geographical distances in a timely manner due to disruptions or limitations at ports or borders or at third-party providers on which they rely (including air-cargo, ocean-cargo and trucking companies) could hinder our ability to satisfy demand through our wholesale and DTC businesses, and we may miss delivery deadlines or incur additional costs, which may cause our customers to cancel their orders, refuse to accept deliveries or demand a reduction in purchase price.
We receive our products from such third-party logistics providers at our owned distribution centers in the United States, 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. In addition, increases in distribution costs, including but not limited to trucking and freight costs, could adversely affect our costs.
We also receive and distribute our products through third-party logistics provider operated distribution facilities internationally and domestically. We depend on these third-party logistics providers to manage the operation of their distribution facilities as necessary to meet our business needs. If the third-party logistics providers fail to manage these responsibilities, our international and domestic distribution operations could face significant disruptions.
OUR INVESTMENT IN STRATEGIC PRIORITIES EXPOSES US TO CERTAIN RISKS
We May Be Unable to Execute Our Business StrategiesStrategic Priorities, Which Could Limit Our Ability to Invest in and Grow Our Business.
Our business strategies aim to achieve sustainable, profitable growth by creating innovative products at competitive prices, focusing on product design, utilizing innovations to differentiate our brands from competitors, working to ensure that our productsstrategic priorities are sold through strong distribution partners capable of effectively presenting our brands to consumers, increasing the impact of consumer communications to drive brand awareness and sales growth through increased, focused demand for our brandscreation investments, enhance consumer experience and sell-throughdigital capabilities in all of our products, making surechannels and geographies, expand and improve global DTC operations with supporting processes and systems and invest in our products are merchandisedpeople and displayed appropriately in retail environments, expandingoptimize our presence in key markets around the world, and continuing to build brand-enhancing DTC businesses. We intend to pursue these strategiesorganization across our portfolio of brands, product categories and geographic markets. Our failure to successfully implement our business strategies could have a material adverse effect on our financial condition, results of operations or cash flows.brands.
To implement our business strategies and related initiatives,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, effectively prioritize our strategies and initiatives, including maintenance and enhancement of our information technology systems and supply chain operations to improve efficiencies, and attract, retain and manage qualified personnel.management. These efforts, coupled with a continuous focus on expense discipline, may place increasing strain on internal resources, and we may have operating difficulties as a result. For example, in support of our business strategies, we are making significant investments in our business processes and information technology systems that require significant management attention and corporate resources. This may make it increasingly difficult to pursue other strategic opportunities. Our business strategies involve many risks and uncertainties that, if not managed effectively, may have a material adverse effect on our financial condition, results of operations or cash flows.
Our business strategies and related initiativesstrategic 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. If our sales or gross profit decline or fail to grow as planned, and we fail to sufficiently leverage our operating expenses, including costs associated with certain strategies and major initiatives requiring significant commitment, which may be difficult to reduce, our profitability will decline. This could result in a decision to delay, reduce, modify, or terminate certain business strategies and initiatives which could limitrelated to our ability to invest in and grow our business and could have a material adverse effect on our financial condition, resultsstrategic priorities.
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Initiatives to Upgrade Our Business Processes and Information Technology Systems to Support Our Strategic Priorities Involve Many Risks Which Could Result in, Among Other Things, Business Interruptions, and Higher Costs and Lost Profits.
We regularly implement business process improvement and information technology initiatives intended to optimize our operational and financial performance. Our current initiatives include investment in our business processes and information technology systems to support the growthexpansion and expansionimprovement of our DTC businesses, for example our C1 and X1 initiatives, as well as continued optimization of and upgrades to our integrated enterprise resource planning software solutions and other complementary information technology systems, which support our supply chain, product design and development processes, corporate administrative functions, go-to-market strategies, DTC strategies and operations and business reporting and analytics. Implementation of and upgradesinitiatives. Transitioning to these solutionsnew or upgraded processes and systems arerequires 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 solutions 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 information technology systems. We may also experience difficulties as we transition to thesein 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 processes, includingloss 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 DTC operations decreasesresulting in productivitylost sales and/or profits.
We May Not Realize Returns on Our Fixed Cost Investments in Our DTC Business Operations.
One of our strategic priorities is to expand and improve our global DTC business operations. Accordingly, we continue to make significant investments in our e-commerce platforms and brick and mortar retail locations, including the investment in our global retail platform, information technology system upgrades (See “Initiatives to Upgrade Our Business Processes and Information Technology Systems to Support Our Strategic Priorities Involve Many Risks Which Could Result in, Among Other Things, Business Interruptions, Higher Costs and Lost Profits”), and investing in inventory and personnel. 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, including as a result of restrictions on operations. We may not be able to exit DTC brick and mortar locations and related leases, renegotiate the terms thereof, or effectively manage the profitability of our personnel implementexisting brick and become familiar with new systems, increased costs, and lost revenues.mortar stores. In addition, transitioningobtaining real estate and effectively renewing real estate leases for our DTC brick and mortar operations is subject to thesethe real estate market and we may not be able to secure adequate new locations or upgraded systems requires significant capital investments and personnel resources. Difficulties in implementing or operating new or upgraded information systems or significant system failures, including system outages, delayed implementation and loss of system availability, could disrupt our operations and have a material adverse effect on our financial condition, results of operations or cash flows.successfully renew leases for existing locations.
These implementations have a pervasive effect on our business processes and information systems across a significant portion of our operations. As a result, we are undergoing significant changes in our operational processes and internal controls as our implementations progress, which
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in turn require significant change management, including training of and testing by our personnel. If we are unable to successfully manage these changes as we implement these systems, including harmonizing our systems, data, processes, and reporting analytics, our ability to conduct, manage and control routine business functions could be negatively affected and significant disruptions to our business could occur. In addition, we could incur material unanticipated expenses, including additional costs of implementation or costs of conducting business. Furthermore, time spent by personnel related to these implementations may have an adverse effect on the overall availability to focus on our business operations and other ongoing projects. These risks could result in significant business disruptions or divert management's attention from key strategic initiatives and have a material adverse effect on our financial condition, results of operations or cash flows.WE ARE SUBJECT TO CERTAIN INFORMATION TECHNOLOGY RISKS
We Rely on Information Technology Systems, Someincluding Third-Party Cloud-based Solutions, and Any Failure of These 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 Are Highly CustomizedMay Have a Material Adverse Effect on Our Financial Condition, Results of Operations or Cash Flow.
Our businessreputation and ability to attract, retain and serve consumers and customers is increasingly reliant on information technology. Information technologydependent upon the reliable performance of our underlying technical infrastructure and external service providers, including third-party cloud-based solutions. These systems are used across our supply chainvulnerable to damage or interruption and retail operations, from design to distribution and sales, and are used as a method of communication among employees, with our subsidiaries and offices overseas and with our customers, vendors and retail stores.we have experienced interruptions in the past. We rely on our information systemscloud-based solutions furnished by third-parties primarily to allocate resources, pay vendors, collect from customers, process transactions, manage product data, develop demand and supply plans, manage product design, production, transportation, and distribution, forecast and report operating results, and meet regulatory requirements.requirements and administer employee payroll and benefits, among other functions. In addition, asour DTC operations, both in-store and online, rely on cloud-based solutions to process transactions. We have also designed a resultsignificant portion of our information technology initiatives,software and computer systems to utilize data processing and storage capabilities from third-party cloud solution providers. 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 are relying more heavily onbelieve 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 vendorsproviders experience interruptions in service regularly or for key elements of our technology infrastructure, which systems, as any, are vulnerable to damagea prolonged basis, or interruption and are out of our direct control. As a result, any disruption to these systems, including the loss or corruption of data and information, could have a material adverse effect on our ability to operateother similar issues, our business would 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. Additionally, our existing cloud-based solution providers have broad discretion to change and interpret their terms of service and other policies with respect to us, 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. Any transition of the cloud-based solutions currently provided to different cloud providers would be difficult to implement and will cause us to incur significant time and expense.
If we and/or our cloud-based solution providers are not successful in preventing outages and cyberattacks, our financial condition, results of operations orand cash flows.
Our legacy product development, retailflow could be materially and other systems, on which we continue to manage a substantial portion of our business activities, are highly customized. As a result, the availability of internal and external resources with the expertise to maintain these systems is limited. Our legacy systems, including aged systems in our LAAP business, may not support desired functionality for our operations and may inhibit our ability to operate efficiently, which could have an adverse effect on our financial condition, results of operations or cash flows. As we continue to transition from our legacy systems and implement new systems, certain functionality and information from our legacy systems, including that of third party systems that interface with our legacy systems, may not be fully compatible with the new systems, which could have a material adverse effect on our financial condition, results of operations or cash flows.adversely affected.
A Security Breach of Our or Our Third Parties'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 ReputationReputation.
We and many of our third parties, such asthird-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 credit card information in certain instances. Our information technology systems, or those of certain key vendors or other third parties on which we rely, are subject to an increasing threat of continually evolving cybersecurity risks. A breach in the security of our or their systems could result in business disruptions or reputational damage, which could have a material adverse effect on our financial condition, results of operations or cash flows. Unauthorized parties may attempt to gain access to these systems or
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information through fraud or other means of deceiving our employees or third-party service providers. Hardware, software or applications we develop or obtain from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. 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. We have implemented and regularly review and update processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss. However, theThe ever-evolving threats mean we and our third partiesthird-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. For example, in 2017, we reported the discovery of a cybersecurity incident involving our prAna.com e-commerce website, for which a number of responsive actions were taken, including notification of potentially affected prAna consumers.
In addition, any Any future breaches of our security measures, or the accidental loss, inadvertent disclosure or unapproved or non-compliant dissemination of proprietary information, personal information, or other sensitive and confidential data about us, our customers, our consumers, our suppliers, or our employees,third-parties’ systems could expose us, our customers, our consumers, our suppliers, our employees, or other individuals that may be affected 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 and could have a material adverse effect on our financial condition, results of operations or cash flows. 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. For example, the European Union's General Data Protection Regulation (“GDPR”), which became effective in May 25, 2018, establishes additional requirements regarding the handling of personal data, including its use, protection and the ability of persons whose data is stored to exercise certain individual rights with respect to their personal data. The GDPR calls for privacy and process enhancements, accompanied by a commitment of resources and other expenditures in support of compliance. Violations of the GDPR could result in significant penalties. Moremore recently, California passed the California Consumer Privacy Act ("CCPA"), which goeswent into effect in January 2020, required new processes be implemented to ensure compliance and providesnow require the continued refinement of such processes as the regulations evolve, which 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. Additionally, violations of GDPR could result in significant penalties and non-compliance with CCPA may result in litigation from consumers or fines from the State of California.
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 substantial portion of our business activities, rely 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, may not support desired functionality for our operations and may inhibit our ability to operate efficiently. As we continue to transition from our legacy systems and implement new systems, certain functionality and information from our legacy systems, including that of third-party systems that interface with our legacy systems, may not be fully compatible with the new systems.
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 United States, 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 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 and performance and safety standards, laws and other regulations. 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 or in other financial penalties. Significant or continuing noncompliance with these standards and laws could disrupt our business and harm our reputation.
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
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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.
On December 22, 2017, the United States government enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"). The TCJA made broad rightsand complex changes to the United States tax code. In addition, on March 27, 2020, the United States government enacted the U.S. Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). A change in interpretation of the applicable revisions to the United States tax code and related tax accounting guidance, changes in assumptions made in developing these estimates, and regulatory guidance that may be issued with respect to the collectionapplicable revisions to the United States tax code, and usestate tax implications as a result of covered individuals' personal informationthe TCJA and the CARES Act may cause actual amounts to differ from our provisional estimates.
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 businesses.the Organization for Economic Co-operation and Development ("OECD"). The CCPA further expandsOECD, which represents a coalition of member countries, has recommended changes to numerous long-standing tax principles. In addition, recent efforts to reform how digital profits are taxed globally could have significant compliance and cost implications. As these changes are adopted by countries, tax uncertainty could increase and may adversely affect our provision for income taxes.
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 privacy policyburden of complying with, and process enhancementsunexpected changes to, foreign and commitment of resources in support of compliance with California's regulatory requirements. Other states have proposed
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similardomestic laws and regulations, such as anti-corruption and forced labor regulations and there is ongoing discussionsanctions regimes, the effects of federal regulation, any offiscal and political crises and political and economic disputes, changes in diverse consumer preferences, foreign currency exchange rate fluctuations (such as those that may be caused by Brexit), managing a diverse and widespread workforce, political unrest, terrorist acts, military operations, disruptions or delays in shipments, disease outbreaks, such as the COVID-19 outbreak, natural disasters, and changes in economic conditions in countries in which may impose differentwe contract to manufacture, source raw materials or additional data privacy and data protection requirements.
We Depend on Contract Manufacturers
sell products. Our ability to sell products are manufactured by contract manufacturers worldwide. 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 within certain markets, demand for our products in certain markets, our ability to sourcecollect accounts receivable, our products. Without long-termcontract manufacturers' ability to procure raw materials or reserve commitments, there is no assurance that we will be ablemanufacture products, distribution and logistics providers' ability to secure adequate or timely production capacity or favorable pricing if growth or product demand differs from our forecasts. Contract manufacturers may fail to perform as expected, or our competitors may obtain production capacities that effectively limit or eliminate the availability of these resources to us. Adverse developments in trade or political relations with China or other countries where we source our products are increasingly likely to impactoperate, our ability to source product from such locations,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. Our exposure to these risks is heightened in Vietnam, where a significant portion of our contract manufacturing is located, in Russia, where our largest international distributor is located, and 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, Russia or China (such as well as require usthe COVID-19 outbreak), they could cause a substantial disruption to source product from countries with which we have had limited or no historical sourcing activities. If a contract manufacturer fails to ship orders in a timely manner or to meet our standards or if we are unable to obtain necessary capacities, we could experience supply disruptions that would hinder our ability to satisfy demand through our DTC businesses,business and we may miss delivery deadlines or incur additional costs, which may cause our wholesale or distributor customers to cancel their orders, refuse to accept deliveries or demand a reduction in purchase prices, any of which could have a material adverse effect on our financial condition, results of operations orand cash flows.
RelianceIn addition, many of our imported products are subject to duties, tariffs or other import limitations that affect the cost and quantity of various types of goods imported into the United States and other markets, including the punitive tariffs on U.S. products imported from China imposed in 2019. In addition, goods suspected of being manufactured with forced labor could be blocked from importation. The United Kingdom's June 2016 referendum, in which voters approved its exit from the European Union (commonly referred to as "Brexit"), has also created economic uncertainty relating to duties that may be imposed on our products and whether EU trade agreements allowing preferential duties will be honored. Any country in which our products are produced or sold may eliminate, adjust or impose new import and export limitations, duties, anti-dumping penalties, or other charges or restrictions, any of which could subject us to additional expense, decrease our profit margins on imported products and require us to significantly modify our current business practices.
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 United States, 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 also creates quality control risks. Contract manufacturers may needare denominated in United States dollars, including purchases by our foreign entities. These purchase and sale transactions exposes us to use sub-contracted manufacturers to fulfill demandthe volatility of global economic
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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 manufacturers may have less experience producingrevenues and expenses could be affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into United States dollars for consolidated financial reporting, as weakening of foreign currencies relative to the United States dollar adversely affects the United States dollar value of the Company’s foreign currency-denominated sales and earnings.
Our exposure is increased with respect to our products or possess lower overall capabilities, which could resultwholesale customers (including international distributors), where, in compromised qualityorder 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 products. A failure inforeign entities approximately six to nine months prior to United States dollar-denominated seasonal inventory purchases. As a result, our quality control program,consolidated results are directly exposed to transactional foreign currency exchange risk to the extent that the United States dollar strengthens 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 United States dollar makes it more expensive for it to purchase finished goods inventory from us, which may cause a wholesale customer to cancel orders or a failure of our contract manufacturers or their contractors to meet our quality control standards, may result in diminished product quality, which in turn could result in increased order cancellations, price concessions and returns, decreased consumer demandincrease prices for our products, non-compliancewhich 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 United States dollars through the financial markets and may be limited in the amount of United States dollars they are able to obtain.
We employ several strategies in an effort to mitigate this transactional currency risk, but there is no assurance that these strategies will succeed in fully mitigating the negative effects of adverse foreign currency exchange rate fluctuations on the cost of our finished goods in a given period or 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 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.
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 Other Labor Issues 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, our relationship with our product standardsCambrai distribution center employees is governed by French law, which includes a formal representation of employees by a Works Council and the application of a collective bargaining agreement. Matters that may affect our workforce (including COVID-19 infections or regulatory requirements,the risk thereof) at contract manufacturers where our goods are produced, shipping ports, transportation carriers, retail stores, or product recalls (ordistribution centers create risks for our business, particularly if these matters result in work shut-downs (with little to no notice), slowdowns, lockouts, strikes, limitations on the number of individuals able to work (e.g. social distancing) or other regulatory actions), any of whichdisruptions. Labor matters may have a material adverse effect on our financial condition, results of operations or cash flows.
We also have license agreements that permit unaffiliated partiesbusiness, potentially resulting in canceled orders by customers, inability to manufacture or contract to manufacture products using our trademarks. We impose standards of manufacturing practices on our contract manufacturersfulfill potential e-commerce demand, unanticipated inventory accumulation and licensees for the benefit of workersreduced net sales and require compliance with our restricted substances list and product safety and other applicable environmental, health and safety laws. We also require our contract manufacturers and licensees to impose these practices, standards and laws on their contractors. If a contract manufacturer, licensee or subcontractor violates labor or other laws or engages in practices that are not generally accepted as safe or ethical, the manufacturer, licensee or subcontractor or its respective employees may suffer serious injury due to industrial accidents, the manufacturer may suffer disruptions to its operations due to work stoppages or employee protests, and 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 independent manufacturers', licensees' or subcontractors' labor and operational practices, which could have a material adverse effect on our brand image and our financial condition, results of operations or cash flows, particularly if such assertions are successful.
We May Be Adversely Affected by Volatility in Global Production and Transportation Costs and Capacity
Our product costs are subject to substantial fluctuation based on:
Availability and quality of raw materials;
The prices of oil, leather, natural down, cotton, and other raw materials whose prices are determined by global commodity markets and can be very volatile;
Changes in labor markets and wage rates paid by our independent factory partners, which are often mandated by governments in the countries where our products are manufactured, for example in China and Vietnam;
Disruption to and capacity constraints within shipping and transportation channels utilized to bring our products to market;
Interest rates and currency exchange rates;
Availability of skilled labor and production capacity at contract manufacturers; and
General economic conditions.
Prolonged periods of inflationary pressure on some or all input costs will result in increased costs to produce our products that may result in reduced gross profit or necessitate price increases for our products that could adversely affect consumer demand for our products.net income.
In addition, manyour 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 productsoperations are manufactured outsidelocated, unemployment levels within those markets, prevailing and minimum wage rates, changing demographics, parental responsibilities, health and other insurance costs and adoption of new or revised employment and labor laws and regulations, and fear of contracting COVID-19. If we are unable to locate, attract or retain qualified employees or experience higher than normal absenteeism, our principal sales markets, which requires these productsability to be consolidatedsource, distribute and transported by third parties, sometimes over large geographical distances. Shortages in ocean, land or air freight capacity and volatile fuel costs can result in rapidly changing transportation costs or an inability to transport oursell products in a timely manner. Similarly, disruptionand cost-effective manner may be negatively affected. Our ability to shippingcomply 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 transportation channels due to labor disputes could cause us to rely more heavily on alternative modes of transportation to achieve timely delivery toincur additional costs. Such risks are heightened during the COVID-19 pandemic since medical uncertainty about the virus increases the risk that safety protocols in our customers, resulting in significantly higher freight costs. Because we price our products in advance and changes in transportation and other costs may be difficult to predict, we mayowned or affiliated facilities will not be ableeffective or not be perceived as effective, or that any virus-related illnesses will be linked or alleged to pass allbe linked to such facilities, whether accurate or any portion of these higher costs on to our customers or adjust our pricing structure in a timely manner in order to remain competitive, either of which could have a material adverse effect on our financial condition, results of operations or cash flows.not.
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We May Incur Additional Expenses, Be Adversely Affected by Volatile Economic Conditions
We areUnable to Obtain Financing or Be Unable to Meet Financial Covenants in Current Financing Arrangements as a consumer products company and are highly dependent on consumer discretionary spending and retail traffic patterns. Purchasing patternsResult of our customers can vary year to year as they attempt to forecast and match their seasonal advance orders, in-season replenishment and at-once orders to eventual seasonal consumer demand. In addition, as we have expanded our DTC businesses, we have increased our direct exposure to the risks associated with volatile and unpredictable consumer discretionary spending patterns. Consumer discretionary spending behavior is inherently unpredictable and consumer demand for our products may not reach our sales targets, or may decline, especially during periods of heightened economic uncertainty in our key markets. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our financial condition, results of operations or cash flows.
We May Be Adversely Affected by the Financial Health of Our Customers
In recent periods, economic uncertainty and shifts in consumer purchasing patterns in our key markets have had an adverse effect on the financial health of our customers, some of whom have reduced their store fleet, filed or may file for protection under bankruptcy laws, restructured, or ceased operations. We extend credit to our customers based on an assessment of the customer's financial condition, generally without requiring collateral. To assistDownturns in the scheduling of production and the shipping of seasonal products, we offer customers discounts for placing advance orders. We face increased risk of order reduction and cancellation and reduced availability of credit insurance coverage when dealing with financially ailing retailers or retailers struggling with economic uncertainty. Some of our significantGlobal Markets.
Our vendors, wholesale customers, have liquidated or reorganized, while others have had financial difficulties in the past or have experienced tightened credit markets, sales declines and reduced profitability, which have had an adverse effect on our business. Future customer liquidations or reorganizations could have a material adverse effect on our financial condition, results of operations or cash flows. In addition, we may choose to limit our credit risk by reducing our level of business with 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, which could have a material adverse effect on our financial condition, results of operations or cash flows.
We May Be Adversely Affected by Retailer Consolidation
When our wholesale customers combine their operations through mergers, acquisitions or other transactions, their consolidated order volume may decrease while their bargaining power and the competitive threat they pose by marketing products under their own private labels may increase. Some of our significant customers have consolidated their operations in the past, which in turn has had a negative effect on our business. Future customer consolidations could have a material adverse effect on our financial condition, results of operations or cash flows.
We May Be Adversely Affected by Global Credit Market Conditions
Economic downturns and economic uncertainty generally affect global credit markets. Our vendors, customerslicensees 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 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.
We May Be Adversely Affected by Currency Exchange Rate Fluctuations
We derive a significant portion of our net sales from markets outside the United States, which are comprised of sales to wholesale customers and directly to consumers by our entities in Europe, Korea, Japan, China, and Canada and sales to independent international distributors who operate within the EMEA and LAAP regions. Sales and related operational expenses of our foreign entities, In addition, macroeconomic conditions, such as well as their respective assets and liabilities, are denominated in currencies other than the U.S. dollar and translated into U.S. dollars for periodic reporting purposes using the exchange rates in effect during each period. If the U.S. dollar strengthens against the foreign entity's functional currency, translated revenues and expenses will decline on a relative basis.
The majority of our purchases of finished goods inventory from contract manufacturers are denominated in U.S. dollars, including purchases by our foreign entities. The cost of these products may be affected by relative changesincreased volatility or disruption in the value of the local currencies of these entities in relation to the U.S. dollar and in relation to the local currencies of our manufacturing vendors. In order to facilitate solicitation of advance orders from wholesale customers and distributors 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 to the extent that the U.S. dollar strengthens during the six to nine months between when we establish seasonal local-currency prices and when we purchase inventory.
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We employ several tactics in an effort to mitigate this transactional currency risk, including the use of currency forward and option contracts. We may also implement local-currency wholesale and retail price increases in our foreign directcredit markets, in an effort to mitigate the effects of currency exchange rate fluctuations on inventory costs. There is no assurance that our use of currency forward and option contracts and implementation of price increases, in combination with other tactics, will succeed in fully mitigating the negative effects of adverse foreign currency exchange rate fluctuations on the cost of our finished goods in a given period or that price increases will be accepted by our wholesale customers, distributors or consumers. Our gross margins arecould 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.
We enter into foreign currency forward exchange contracts to manage currency exposures for monetary assets and liabilities denominated in a currency other than an entity’s functional currency. As a result, any foreign currency remeasurement gains and losses recorded in other income (expense) are generally offset with gains and losses on the foreign currency forward exchange contracts in the same reporting period.
In addition to the direct currency exchange rate exposures described above, our business is indirectly exposed to currency exchange rate risks. For example, all of the EMEA and LAAP distributors to whom we sell purchase their inventory from us in U.S. dollars. Weakening of a distributor's functional currency relative to the U.S. dollar makes it more expensive for it to purchase finished goods inventory from us. In order to make those purchases and pay us on a timely basis, our distributors must exchange sufficient quantities of their functional currency for U.S. dollars through the financial markets. Some of our distributors have experienced periods during which they have been unable to obtain U.S. dollars in sufficient amounts to complete their purchase of finished goods inventory or to pay amounts owed for past purchases. Although each distributor bears the full risk of fluctuations in the value of its currency against the U.S. dollar, our business can be indirectly affected when adverse fluctuations cause a distributor to cancel portions of prior advance orders or significantly reduce its future purchases or both. In addition, price increases that our distributors implement in an effort to offset higher product costs may make our products less price-competitive in those markets and reduce consumer demand for our products.
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 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.
Primarily for each of the reasons described above, currency fluctuations and disruptions in currency exchange markets may have a material adverse effect on our financial condition, results of operations or cash flows.
Our Orders from Customers Are Subject to Cancellation
We do not have long-term contracts with any of our wholesale customers. We do have contracts with our independent international distributors; however, although these contracts may have annual purchase minimums which must be met in order to retain distribution rights, the distributors are not otherwise obligated to purchase product. Sales to our wholesale customers and distributors are generally on an order-by-order basis and are subject to rights of cancellation and rescheduling. 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 customers, including distributors, experience a significant downturn in business or fail to remain committed to our products or brands, these customers could postpone, reduce, cancel, or discontinue purchases from us. As a result, we could experience a decline in sales or gross profit, write-downs of excess inventory, increased discounts, extended credit terms to our customers, or uncollectable accounts receivable, which could have a material adverse effect on our financial condition, results of operations or cash flows.
We May Not Realize Returns on Our Investments in Our DTC Businesses
In recent years, our DTC businesses have grown substantially, and we anticipate continued growth in the future. Accordingly, we continue to make significant investments in our online platforms and physical retail locations, including the investment in our global retail platform, information technology system upgrades, entering into or renewing long-term store leases, constructing leasehold improvements, purchasing fixtures and equipment, and investing in inventory and personnel. Since many of the costs of our DTC businesses are fixed, we may be unable to reduce expenses in order to avoid losses or negative cash flows if we have insufficient sales. Our DTC businesses are dependent upon our ability to operate in an increasingly complex and evolving marketplace and the results of these businesses are highly dependent on retail traffic patterns in our physical locations and on our online platforms where our products are sold, as well as the spending patterns of our consumers. If we are unable to effectively navigate the DTC marketplace, including, among other things, enhancing our consumer experience and digital capabilities in order to provide a competitive online and in-store shopping environment, or to effectively anticipate and respond to consumer buying patterns and expectations, our ability to generate sales through our DTC businesses may be adversely affected, which in turn could have a material adverse effect on our financial condition, results of operations or cash flows.
Labor costs and labor-related benefits are primary components in the cost of our retail operations and are affected by various federal, state and foreign laws governing matters such as minimum wage rates, overtime compensation and other requirements. For example, we have seen significant political pressure and legislative actions to increase the minimum wage rate in many of the jurisdictions within which our stores are located. If we are unable to operate profitable stores or if we close stores, we may experience significant reductions in sales and income or
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incur significant write-downs of inventory, severance costs, lease termination costs, impairment losses on long-lived assets, or loss of working capital, which could have a material adverse effect on our financial condition, results of operations or cash flows.
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 and as a result harm our financial condition, results of operations or cash flows.
Our Results of Operations Could Be Materially Harmed If We Are Unable to Accurately Match Supply Forecast with Consumer Demand for Our Products
Many factors may significantly affect demand for our products, including, among other things, economic conditions, fashion trends, the financial condition of our independent international distributors and wholesale customers, consumer and customer preferences, and weather, making it difficult to accurately forecast demand for our products and our future results of operations. To minimize our purchasing costs, the time necessary to fill customer and consumer orders and the risk of non-delivery, we place a significant amount of orders for our products with contract manufacturers, based on forecast demand for our DTC business, prior to receiving orders from our independent distributors and wholesale customers, and we maintain an inventory of various products that we anticipate will be in greatest demand. In addition, customers are generally allowed to cancel orders prior to shipment.
Factors that could affect our ability to accurately forecast demand for our products include:
Unseasonable weather conditions;refinance existing debt.
Our reliance, for certain demandrestated credit agreement has various financial and supply planning functions, on manual processesother covenants. If an event of default were to occur, the lenders could, among other things, declare outstanding amounts due and judgments that are subjectpayable and repossess collateral. In addition, if the financial markets were to human error;
Consumer acceptancereturn to recessionary conditions, the ability of our productsone or changes in consumer preference and demand for products of our competitors, which could increase pressure on our product development cycle;
Unanticipated changes in general market conditions or other factors, which may result in lower advance orders from wholesale customers and distributors, cancellations of advance orders or a reduction or increase in the rate of reorders placed by customers; and
Weak economic conditions or consumer confidence, which could reduce demand for discretionary items, such as our products.
In some cases, we may produce quantities of product that exceed actual demand, which could result in higher inventory levels that we may need to liquidate at discounted prices. During periods of unseasonable weather conditions, weak economic conditions, unfavorable currency fluctuations, or unfavorable geopolitical conditions in key markets, we may experience a significant increase in the volume of order cancellations by our customers, including cancellations resulting from the bankruptcy, liquidation or contraction of some customers' operations. We may not be able to sell allmore of the products we have ordered from contract manufacturers or that we havebanks participating in our inventory. Inventory levels in excess of customer demand may result in inventory write-downs and the sale of excess inventory at discounted prices through our owned outlet stores or third-party liquidation channels, whichcredit agreement to honor their commitments thereunder could have a material adverse effect on our brand image, financial condition, results of operations, or cash flows.
Conversely, if we underestimate demand for our products or if our contract manufacturers are unable to supply products when we need them, we may experience inventory shortages. Inventory shortages may prevent us from fulfilling customer orders, delay shipments to customers, negatively affect customer and consumer relationships, result in increased costs to expedite production and delivery, and diminish our ability to build brand loyalty. Shipments delayed due to limited factory capacity, transportation disruption or limited transportation capacity, port disruption or other factors could result in order cancellations by our customers, which could have a material adverse effect on our financial condition, results of operations or cash flows.
We Face Risks Associated with Consumer Preferences and Fashion Trends
Changes in consumer preferences, consumer purchasing behavior, consumer interest in outdoor activities, and fashion 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 buying patterns, including the growth of e-commerce off-price retailing and online comparison shopping, and respond to changes in a timely manner. Lead times for many of our products may make it more difficult for us to respond rapidly to new or changing product trends or consumer preferences. In addition, our decisions about product designs often are made far in advance of consumer acceptance. Although we try to manage our inventory risk by soliciting advance order commitments from customers, we generally place a significant portion of our seasonal production orders with our contract manufacturers before we have received all of a season's advance orders from customers, and orders may be canceled by customers before shipment. If we or our customers fail to anticipate and respond to consumer preferences or fail to respond in a timely manner or if we or our customers are unable to effectively navigate a transforming retail marketplace, we could suffer reputational damage to our brands and we may experience lower sales, excess inventories and lower profit margins in current and future periods, any of which could have a material adverse effect on our financial condition, results of operations or cash flows.
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We May Be Adversely Affected by Weather Conditions, Including Global Climate Change Trends
Our business is adversely affected by unseasonable weather conditions. A significant portion of the sales of our products is dependent in part on the weather and likely to decline in years in which weather conditions do not stimulate demand for our products. Periods of unseasonably warm weather in the fall or winter or unseasonably cold weather in the spring and summer may have a material adverse effect on our financial condition, results of operations or cash flows. Unintended inventory accumulation by our customers resulting from unseasonable weather in one season generally negatively affects orders in future seasons, which may have a material adverse effect on our financial condition, results of operations or cash flows.
A significant portion of our business is highly dependent on cold-weather seasons and patterns to generate consumer demand for our cold-weather apparel and footwear. Consumer demand for our cold-weather products may be negatively affected to the extent global weather patterns trend warmer, reducing typical patterns of cold-weather events or increasing weather volatility, which could have a material adverse effect on our financial condition, results of operations or cash flows.impaired.
Acquisitions Are Subject to Many RisksRisks.
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. For example, we may face integration challenges as we continue to fully integrate the operations of our prAna subsidiary acquired in May 2014.
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. 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 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, natural disasters such as earthquakes, hurricanes and tsunamis, whether occurring in the United States 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 spending that may negatively impact our operating results and financial condition.
An Outbreak of Disease or Similar Public Health Threat, or Fear of Such an Event, Such as the COVID-19 Pandemic, Could Have, and in the Case of the COVID-19 Pandemic Has Had and is Expected to Continue to Have, a Material Adverse Impact on Our Business, Operating Results and Financial Condition.
An outbreak of disease or similar public health threat, such as the COVID-19 pandemic, or fear of such an event, could have, and in the case of the COVID-19 pandemic has had and is expected to continue to have, a material adverse impact on our business, financial condition and operating results, including in the form of lower global net sales, the delay of inventory production and fulfillment, and incremental costs, such as, exceptional provisions for bad debt, severance and restructuring charges, and other related expenses (see Part I, Item 2 of this quarterly report for further discussion). Fear of contracting COVID-19, individuals contracting COVID-19 and the actions taken, and that may be taken, by governmental authorities, our third-party logistics providers, our landlords, our competitors or by us relating to the pandemic may (and in many cases, have):
Restrict the operation of our retail store operations and our ability to meet consumer demand at our stores, including as a result of social distancing and other related COVID-19 containment measures (see "We May Not Realize Returns on Our Fixed Cost Investments in Our DTC Business Operations.");
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Lead to a decline in discretionary spending by consumers (see "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");
Increase reliance by the consumers on e-commerce platforms (see "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" and "We Rely on Information Technology Systems, including Third-Party Cloud-based Solutions, and Any Failure of These 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");
Result in canceled orders, non-payment for orders received and/or delayed payment for orders received (see "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");
Impair the financial health of certain of our wholesale customers (see "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");
Result in a misalignment between demand and supply (see "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");
Impact global economic conditions and cause an economic slowdown, possibly resulting in a global recession (see "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" and "We May Incur Additional Expenses, Be Unable to Obtain Financing or Be Unable to Meet Financial Covenants in Current Financing Arrangements as a Result of Downturns in the Global Markets");
Cause disruptions in the supply chain, including the timeliness of product deliveries and the ability to deliver product (see “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”, “For Certain Materials We Depend on a Limited Number of Suppliers, Which May Cause Increased Costs or Production Delays” and “Our Success Depends on Our and Third-Party Distribution Facilities, and Other Third-Party Logistics Providers”);
Impact previous business assumptions (see "Acquisitions Are Subject to Many Risks", "We May Have Additional Tax Liabilities or Experience Increased Volatility in Our Effective Tax Rate" and "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");
Cause the implementation of cost containment measures and reductions in capital expenditures, including those relating to strategic priorities (see “We May Be Unable to Execute Our Strategic Priorities, Which Could Limit our Ability to Invest in and Grow Our Business.”);
Increase the reliance of our employees on digital solutions (see “We Rely on Information Technology Systems, including Third-Party Cloud-based Solutions, and Any Failure of These 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”);
Restrict global business and travel (see “Global Regulation and Economic and Political Conditions, as well as Potential Changes in Regulations, Legislation and Government Policy, May Negatively Affect Our BusinessBusiness”);
We are subject to risks generally associated with doing business internationally. These risks include the burden of complying with, and unexpected changes to, foreign and domestic laws and regulations, such as anti-corruption regulations and sanctions regimes, the effects of fiscal and political crises and political and economic disputes, changes in diverse consumer preferences, foreignCause currency exchange rate fluctuations managing a diverse(see “Fluctuations in Inflation and widespread workforce, political unrest, terrorist acts, military operations, disruptions Currency Exchange Rates Could Result in Lower Revenues, Higher Costs and/or delays in shipments, disease outbreaks, natural disasters,Decreased Margins and changes in economic conditions in countries in which we manufacture or sell products. These factors, among others, may affectEarnings”);
Impair our ability to sell productsship product through our owned or affiliated distribution centers, including as a result of capacity reductions, shift changes, labor shortages, higher than normal absenteeism and/or the complete shut-downs of facilities for deep cleaning procedures (see “Labor Matters, Changes in certain markets, our ability to collect accounts receivable, our ability to manufacture products or procure materials,Labor Laws and our cost of doing business.Other Labor Issues May Reduce Our Revenues and Earnings”);
For example, in the past, political and economic turmoil in certain South American distributor markets have resulted in currency and import restrictions, limiting our ability to sell products in some countries in this region. Also, Russia constitutes a significant portion of our non-U.S. sales and operating income and a significant change in conditions in that market has had an adverse effect on our results of operations in the past. The United Kingdom's June 23, 2016 referendum, in which voters approved its exit from the European Union (commonly referred to as "Brexit"), has created economic uncertainty and volatility in currency exchange rates, and the potential adverse effects ofCause rapid changes to the legalemployment and regulatory framework that apply to the United Kingdomtax law (see “Labor Matters, Changes in Labor Laws and its relationship with the European Union,Other Labor Issues May Reduce Our Revenues and the associated effects on our European operations, are unknown. If any of these or other factors make the conduct of business in a particular country, or region, undesirable or impractical, our business may be materiallyEarnings”, and adversely affected.
In the U.S., the current administration has publicly supported trade proposals, including recently established tariffs and proposed tariffs on U.S. products imported from China, modifications to international trade policy, and other changes that may affect U.S. trade relations with other countries. Whether any future changes will occur and what impact they may have on U.S. international trade relationships is unknown. However, any such changes may adversely affect our business and may require us to significantly modify our current business practices or may otherwise materially and adversely affect our business.
In addition, many of our imported products are subject to duties, tariffs or other import limitations that affect the cost and quantity of various types of goods imported into the United States and other markets. Any country in which our products are produced or sold may eliminate, adjust or impose new import limitations, duties, anti-dumping penalties, or other charges or restrictions, any of which could have a material adverse effect on our financial condition, results of operations or cash flows.
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We"We May Have Additional Tax Liabilities or Experience Increased Volatility in Our Effective Tax RateRate");
AsResult in supply chain finance issues (see “We May Incur Additional Expenses, Be Unable to Obtain Financing or Be Unable to Meet Financial Covenants in Current Financing Arrangements as a global company, we determineResult of Downturns in the Global Markets”);
Restrict our income tax liabilityability to obtain financing (see “We May Incur Additional Expenses, Be Unable to Obtain Financing or Be Unable to Meet Financial Covenants in various tax jurisdictions basedCurrent Financing Arrangements as a Result of Downturns in the Global Markets”);
Impair our key personnel (see “We Depend on an analysisKey Personnel”);
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Result in incremental costs from the adoption of preventative measures, including providing facial coverings and interpretationhand sanitizer, rearranging operations to follow social distancing protocols, conducting temperature checks and undertaking regular and thorough disinfecting of local tax laws and regulations. This analysis requires a significant amountsurfaces; and/or
Cause any number of judgment and estimation and is often based on various assumptions aboutother disruptions to our business, the future actionsrisks of the local tax authorities. These determinations are the subject of periodic domestic and foreign tax audits. Although we accrue for uncertain tax positions, our accrualswhich 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, which may have a material adverse effect on our financial condition, results of operations or cash flows. otherwise identified herein.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "TCJA"). The TCJA made broad and complex changes to the U.S. tax code. Implementation of the TCJA legislation required us to record incremental provisional tax expense in 2017 and 2018, which significantly increased our 2017 effective tax rate and increased our 2018 effective tax rate. In addition, the TCJAimpact of COVID-19 may also materially affect our 2019 effective tax rate and our financial condition, results of operations or cash flows. The actual amounts may differ from our provisional estimates due to, amongexacerbate other factors, a changerisks discussed in interpretation of the applicable revisions to the U.S. tax code and related tax accounting guidance, changes in assumptions made in developing these estimates, and regulatory guidance that may be issued with respect to the applicable revisions to the U.S. tax code, and state tax implications.
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. As these changes are adopted by countries, tax uncertainty could increase and may adversely affect our provision for income taxes.
We Operate in Highly Competitive Markets
The markets for apparel, footwear, accessories, and equipment are highly competitive, as are the markets for our licensed products. In each of our geographic markets, we face significant competition from global and regional branded apparel, footwear, accessories, and equipment companies, including competition from companies with significantly greater resources than ours.
Retailers who are our customers often pose our most significant competitive threat by designing and marketing apparel, footwear, accessories, and equipment under their own private labels. For example, in the United States and Europe, several of our largest customers have developed significant private label brands that compete directly with our products. These retailers have assumed an increasing degree of inventory risk in their private label products and, as a result, may first cancel advance orders with us in order to manage their own inventory levels downward during periods of unseasonable weather or weak economic cycles. As our DTC businesses grow, we also experience direct competition from retailers that are our customers, some of which primarily operate e-commerce operations and employ aggressive pricing strategies. We also compete with other companies for the production capacity of contract manufacturers from which we source our products and for import capacity. Many of our competitors are significantly larger than we are and have substantially greater financial, distribution, marketing, and other resources, more stable manufacturing resources and greater brand strength than we have. In addition, when our competitors combine operations through mergers, acquisitions or other transactions, their competitive strengths may increase.
Increased competition may result in reduced access to production capacity, challenges in obtaining favorable locations for our retail stores, reductions in display areas in retail locations, reductions in sales, or reductions in our profit margins,this Item 1A, any of which may have a material adverse effect on our financial condition, results of operations or cash flows.
We Rely on Innovation to Compete in the Market for Our Products
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. Although we are committed to designing innovative and functional products that deliver relevant performance benefits to consumers, who participate in a wide range of competitive and recreational outdoor activities, if we fail to introduce technical innovation in our products that address consumers' performance expectations, we could suffer reputational damage to our brands and demand for our products could decline.
As we strive to achieve product innovations, 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. In addition, technical innovations often involve more complex manufacturing processes, which may lead to higher instances of quality issues, and if we experience problems with the quality of our products, we may incur substantial expense to address the problems and any associated product risks. Failure to successfully bring to market innovations in our product lines could have a material adverse effect on our financial condition, results of operations or cash flows.
Our Success Depends on Our Use and Protection of Intellectual Property Rights
Our registered and common law trademarks and our patented or patent-pending designs and technologies have significant value and are important to our ability to differentiate our products from those of our competitors and to create and sustain demand for our products. We also place significant value on our trade dress and the overall appearance and image of our products. We regularly discover products that are counterfeit reproductions of our products or that otherwise infringe on our proprietary rights. Counterfeiting activities typically increase as brand
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recognition increases, especially in markets outside the United States. Increased instances of counterfeit manufacture 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 United States, it may be more difficult for us to establish our proprietary rights and to successfully challenge use of those rights by other parties. We also license our proprietary rights to third parties. We could suffer reputational damage to our brands if we fail to choose appropriate licensees and licensed product categories. In addition to our own intellectual property rights, many of the intellectual property rights in the technology, fabrics and processes used to manufacture our products are generally owned or controlled by our suppliers and are generally not unique to us. In those cases, we may not be able to adequately protect our products or differentiate their performance characteristics and fabrications from those of our competitors. The management of our intellectual property portfolio may affect the strength of our brands, which may in turn have a material adverse effect on our financial condition, results of operations or cash flows.
Although we have not been materially inhibited from selling products in connection with patent, trademark and trade dress disputes, as we focus on innovation in our product lines, extend our brands into new product categories and expand the geographic scope of our marketing, we may become subject to litigation based on allegations of infringement or other improper use of intellectual property rights of third parties, including third party trademark, copyright and patent rights. An increasing number of our products include technologies or designs for which we have obtained or applied for patent protection. Failure to successfully obtain and maintain patents on these innovations could negatively affect our ability to market and sell our products. Litigation is often necessary to defend against claims of infringement or to enforce and protect our intellectual property rights. As we utilize e-commerce and social media to a greater degree in our sales and marketing efforts, we face an increasing risk of patent infringement claims from non-operating entities and others covering broad functional aspects of internet operations. 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. Any of these outcomes may have a material adverse effect on our financial condition, results of operations or cash flows.
In addition, as we continue to operate globally, expand the geographic scope of our business, and adopt new technologies and product categories, intellectual property disputes may increase, making it more expensive and challenging to establish and protect our intellectual property rights and to defend against claims of infringement by others, which could have a material adverse effect on our financial condition, resultsus. The COVID-19 pandemic is ongoing, and its dynamic nature, including uncertainties relating to the duration of operations or cash flows.
Our Success Depends on Our Distribution Facilitiesthe pandemic, the return of consumer confidence and Third-Party Logistics Providers
Our ability to meet customer expectations, manage inventory, complete sales, and achieve objectives for operating efficiencies depends on the proper operation of our existing distribution facilities, as well as the facilities of third-party logistics companies, the development or expansion of additional distribution capabilities and services, and the timely performance of services by third parties, including those involved in shipping product to and from our distribution facilities. In the United States, we rely primarily on our distribution centers in Portland, Oregon and Robards, Kentucky, as well as third-party logistics companies; in Canada, we rely primarily on our distribution facility in London, Ontario; in Europe, we rely primarily on our distribution center in Cambrai, France; in Japan, Korea and China, we rely primarily on third-party logistics companies near Tokyo, Seoul and Shanghai, respectively.
Our primary distribution facilities in the United States, France and Canada are highly automated, which means that their operations are complicated and may be subject to a number of risks related to computer viruses, the proper operation of software and hardware, electronic or power interruptions, and other system failures. Risks associated with upgrading or expanding these facilities may significantly disrupt or increase the cost of our operations. For example, in addition to supporting our traditional wholesale business, our existing distribution facilities have been modified to enable them to also support our DTC businesses in the United States, Canada and Europe. Failure to successfully maintain and update these modifications could disrupt our wholesale and e-commerce shipments and may have a material adverse effect on our financial condition, results of operations or cash flows.
The fixed costs associated with owning, operating and maintaining these large, highly automated 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. This fixed cost structure may make it difficult for us to maintain profitability if sales volumes decline for an extended period of time and could have a material adverse effect on our financial condition, results of operations or cash flows.
Our distribution facilities may also be interrupted by fire or natural disasters, such as earthquakes, floods or damaging winds. While we do maintain property and business interruption insurance for these facilities, it may not be adequate to reimburse us in amounts adequate to offset the adverse effectsactions that may be causedtaken by significant disruptions ingovernmental authorities, landlords, our distribution facilities,competitors or by us to contain the pandemic or to treat its impact, makes it difficult to forecast the degree to, or the time period over, which our sales and this could have a material adverse effect on our financial condition, results of operations or cash flows.will be affected.
Our Investment Securities May Be Adversely Affected by Market ConditionsConditions.
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
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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 May Be Adversely Affected by Labor Disruptions, Changes in Labor Laws and Other Labor Issues
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, our relationship with our Cambrai distribution center employees is governed by French law, which includes a formal representation of employees by a Works Council and the application of a collective bargaining agreement. Labor matters at contract manufacturers where our goods are produced, shipping ports, transportation carriers, retail stores, or distribution centers create significant risks for our business, particularly if these disputes result in work slowdowns, lockouts, strikes, or other disruptions during our peak manufacturing, shipping and selling seasons. For example, work slowdowns and stoppages at ports on the west coast of the United States have, in the past, resulted in product delays and increased costs. Labor disruptions may have a material adverse effect on our business, potentially resulting in canceled orders by customers, unanticipated inventory accumulation and reduced revenues and earnings.
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 persons in the work force of the markets in which our operations are located, unemployment levels within those markets, prevailing and minimum wage rates, changing demographics, health and other insurance costs, and adoption of new or revised employment and labor laws and regulations. For example, we have increased costs resulting from competitive pressures and as a result of local increases in minimum wage rates in jurisdictions where we operate, and our contract manufacturers may face similar pressures and regulations. If we are unable to locate, attract or retain qualified employees, our ability to source, distribute and sell products in a timely and cost-effective manner may be negatively affected, which could have a material adverse effect on our financial condition, results of operations or cash flows.
We Depend on Key Suppliers
Some of the materials that we use may be available from only one source or a very limited number of sources. For example, some specialty fabrics are manufactured to our specification by one source or a few sources, and a single vendor supplies the majority of the zippers used in our products. From time to time, we have difficulty satisfying our raw material and finished goods requirements. Although we believe that we can identify and qualify additional contract manufacturers to produce these 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, which may have a material adverse effect on our financial condition, results of operations or cash flows.
We Depend on Key PersonnelPersonnel.
Our future success will depend in part on the continued service of key personnel and our ability to attract, retain and develop key talent.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 Business Is Affected by SeasonalityBrands if We Fail to Choose Appropriate Licensees.
Our business is affected by the general seasonal trends commonWe currently license, and expect 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, the majority, and sometimes all,continue licensing, certain of our operating profits are generated inproprietary rights, such as trademarks or copyrighted material, to third-parties. We rely on our licensees to help preserve the second half of the year. The expansionvalue of our DTC businesses has increasedbrands. Although we attempt to protect our brands through approval rights, we cannot completely control the proportionuse of sales and profits that we generate in the fourth calendar quarter. This seasonality, along with other factors that are beyond our control and that are discussed elsewhere in this section, may adversely affectlicensed brands by our business and cause our resultslicensees. The misuse of operations to fluctuate. As a result, our profitability may be materially affected if management is not able to timely adjust expenses in reaction to adverse events such as unfavorable weather, weak consumer spending patternsbrand by or unanticipated levels of order cancellations. Results of operations in any period should not be considered indicative of the results to be expected for any future period.
Our Products Are Subject to Increasing Product Regulations and We Face Risks of Product Liability and Warranty Claims
Our products are subject to increasingly stringent and complex domestic and foreign product labeling and performance and safety standards, laws and other regulations. These requirements could result in greater expense associated with compliance efforts, and failure to comply with these regulations could result innegative publicity involving a delay, non-delivery, recall, or destruction of inventory shipments during key seasons or in other financial penalties. Significant or continuing noncompliance with these standards and laws could disrupt our business and harm our reputation and, as a result,licensee could have a material adverse effect on our financial condition, results of operations or cash flows.that brand and on us.
Our products are used in outdoor activities, sometimes in severe conditions. Product recalls or product liability claims resultingIn addition, from time to time we license the failure, or alleged failure, of our products could have a material adverse effect on the reputation ofright to operate retail stores for our brands to third-parties, primarily to our financial condition, results of operationsindependent 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 cash flows. Most of our products carry limited warranties for defects in quality and workmanship. We maintain a warranty reserve for estimatedharm these third-parties' sales.
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future warranty claims, but the actual costs of servicing future warranty claims may exceed the reserve, which may also have a material adverse effect on our financial condition, results of operations or cash flows.RISKS RELATED TO OUR SECURITIES
Our Common Stock Price May Be VolatileVolatile.
The price of our common stock has fluctuated substantially since our initial public offering. Our common stock is traded on the NASDAQ Global Select Market. The size of our public float and our average daily trading volume makes the price of our common stock susceptible to large degrees of fluctuation. 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.
Insiders Control a Majority of Our Common Stock and May Sell SharesStock.
Five related shareholders, The Gertrude Boyle Trust, Sarah A. Bany, Timothy P. Boyle, Joseph P. Boyle, and Molly A. Boyle, have historically controlled a majority of our common stock. Following Gertrude Boyle's death, Sarah A. Bany is serving as trustee of theThe Gertrude Boyle Trust, which holds the shares that were beneficially owned by Gertrude Boyle. As a result, if acting together, Sarah A. Bany, Timothy P. Boyle, Joseph P. Boyle, and Molly A. Boyle can effectively control matters requiring shareholder approval without the cooperation of other shareholders.
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 these shareholders, including shares held byThe Gertrude Boyle's trust,Boyle Trust, Sarah A. Bany, Timothy P. Boyle, Joseph P. Boyle, and Molly A. 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, investments, 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.
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Because We Do Not Intend to Pay Cash Dividends in the Near Term, Shareholders May Not Receive Any Return On Investment Unless They Are Able to Sell Their Common Stock for a Price Greater than Their Purchase Price.
Our Board of Directors has suspended dividend payments. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, including those under our restated credit agreement, any potential future indebtedness we may incur, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Accordingly, if shareholders purchase shares of our common stock, realization of a gain on investment will depend on the appreciation of the price of our common stock.
Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in millions)
July 1, 2020 through July 31, 2020— $— — $82.2 
August 1, 2020 through August 31, 2020— — — $82.2 
September 1, 2020 through September 30, 2020— — — $82.2 
Total— $— — $82.2 
PeriodTotal Number of Shares Purchased Average Price Paid per Share 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
 Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2019 through July 31, 201967,500
 $102.80
 67,500
 $228,973,000
August 1, 2019 through August 31, 201947,800
 96.70
 47,800
 224,351,000
September 1, 2019 through September 30, 201943,412
 96.94
 43,412
 220,143,000
Total158,712
 $99.36
 158,712
 $220,143,000
(1) Since the inception of the Company's stock repurchase plan, our Board of Directors has authorized the repurchase of $1.10$1.1 billion of our common stock. As of September 30, 2019,2020, we had repurchased 25.226.8 million shares under this program at an aggregate purchase price of $879.9 million.$1,017.8 million, pursuant to a pre-established written plan. Shares of our common stock may be purchased in the open market or through privately negotiated transactions, subject to market conditions. The repurchase program does not obligate us to acquire any specific number of shares or to acquire shares over any specified period of time.

Item 5.    OTHER INFORMATION
On November 1, 2019, In mid-March 2020, the Company entered into a Tax Differential on Supplemental Wages Agreement with Franco Fogliato (the “Fogliato Tax Agreement”) to ensure that Mr. Fogliato’s burden for certain trailing tax liabilities resulting from his relocationsuspended share repurchases due to the U.S. will remain at a similar level as if he were employed solely in Switzerland. The Fogliato Tax Agreement provides for (i) tax preparation services in years in which trailing tax liabilities are incurred by Mr. Fogliato and (ii) the payment of tax differential payment(s) in an amount up to $100,000 per taxable year based on a calculation performed by KPMG US LLP (or a different tax advisor as chosen by the Company), with any amount over $100,000 being subject to the discretion of the Compensation Committee of the Board of Directors of the Company. A tax differential payment in the amount of $74,201 shall be paid to Mr. Fogliato for the taxable year 2018, pursuant to the terms of the Fogliato Tax Agreement. The Fogliato Tax Agreement, and any responsibilities of the Company thereunder, shall terminate on the earlier of (i) the date that Mr. Fogliato has no trailing tax liabilities outstanding and all trailing benefits are vested, exercised or expired or (ii) the date Mr. Fogliato’s employment with the Company is terminated for any reason.COVID-19 pandemic impacts.

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Item 6.    EXHIBITS
(a)Exhibits
(a)Exhibits
+10.13.1
3.1(a)
3.1(b)
3.2
+10.1
31.1
31.2
32.1
32.2
101
101INS 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
101SCH XBRL Taxonomy Extension Schema Document
101
101CAL XBRL Taxonomy Extension Calculation Linkbase Document
101
101DEF XBRL Taxonomy Extension Definition Linkbase Document
101
101LAB XBRL Taxonomy Extension Label Linkbase Document
101
101PRE XBRL Taxonomy Extension Presentation Linkbase Document
104
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Management Contract or Compensatory Plan



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SIGNATURES
Pursuant to the requirements 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
November 7, 20195, 2020/s/ JIM A. SWANSON
Jim A. Swanson
SeniorExecutive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)


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