COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 19

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~


Table of Contents Notes to Condensed Consolidated Financial Statements (Unaudited)

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 are as follows:


(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	2,903	$	—	$	—	$	2,903




Short-term investments:
Money market funds	67		—		—		67
Mutual fund shares	1,065		—		—		1,065
Other current assets:
Derivative financial instruments	—		7,133		—		7,133
Non-current assets:
Money market funds	3,397		—		—		3,397
Mutual fund shares	17,209		—		—		17,209
Derivative financial instruments	—		8,832		—		8,832
Total assets measured at fair value	$	24,641	$	15,965	$	—	$	40,606
Liabilities:
Accrued liabilities:
Derivative financial instruments	$	—	$	2,415	$	—	$	2,415
Other long-term liabilities:
Derivative financial instruments	—		466		—		466
Total liabilities measured at fair value	$	—	$	2,881	$	—	$	2,881

~~Table of Contents~~

~~Index to Notes to Consolidated Financial Statements~~

COLUMBIA SPORTSWEAR COMPANY

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~Assets and liabilities measured at fair value on a recurring basis at December 31, 2020 are as follows:~~
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 119,378 $ — $ — $ 119,378
United States government treasury bills — 234,982 — 234,982
Short-term investments:
Money market funds 105 — — 105
Mutual fund shares 1,119 — — 1,119
Other current assets:
Derivative financial instruments — 2,597 — 2,597
Non-current assets:
Money market funds 4,059 — — 4,059
Mutual fund shares 14,657 — — 14,657
Derivative financial instruments — 1,126 — 1,126
Total assets measured at fair value $ 139,318 $ 238,705 $ — $ 378,023
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 9,841 $ — $ 9,841
Other long-term liabilities:
Derivative financial instruments — 6,590 — 6,590
Total liabilities measured at fair value $ — $ 16,431 $ — $ 16,431

~~Table of Contents~~

~~Index to Notes to Consolidated Financial Statements~~

~~COLUMBIA SPORTSWEAR COMPANY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~Assets and liabilities measured at fair value on a recurring basis at September 30, 2020 are as follows:~~

(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 56,337 $ — $ — $ 56,337
Short-term investments:
Money market funds 70 — — 70
Mutual fund shares 1,025 — — 1,025
Other current assets:
Derivative financial instruments — 6,940 — 6,940
Non-current assets:
Money market funds 4,621 — — 4,621
Mutual fund shares 11,974 — — 11,974
Derivative financial instruments — 3,454 — 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 instruments — 1,186 — 1,186
Total liabilities measured at fair value $ — $ 3,601 $ — $ 3,601

| 2022 FORM 10-Q | 20

~~Table of Contents~~


Table of Contents

~~Item 2.~~


ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Special~~The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Special Note Regarding ~~Forward Looking Statements~~

~~This quarterly report contains forward-looking statements within the meaning of federal securities laws. Forward-looking statements often use words such as "will"~~Forward-Looking Statements", ~~"anticipate", "estimate", "expect", "should", "may"~~Part I, Item 1 and other words and terms of similar meaning or reference future dates. Forward-looking statements include any statements related to our expectations regarding future performance or market position, including any statements regarding the impacts of the COVID-19 pandemic, store traffic, supply chain disruptions, constraints and costs, inventory receipts and deliveries, net sales and gross margin, profitability, return on investments, inflationary pressures and related price increases, performance obligations, unrecognized costs, derivative instruments, inventory purchase obligations, income tax rates, materiality of legal matters, our ability to meet our liquidity needs, amortization expenses and maturities of liabilities.

These forward-looking statements, and others we make from time to time expressed in good faith, are believed to have a reasonable basis; however, each forward-looking statement involves risks and uncertainties. Many factors may cause actual results to differ materially from projected results in forward-looking statements, including the risks described inPart II, Item 1A of this ~~quarterly report. Forward-looking statements are inherently less reliable than historical information. Except as required by law, we do not undertake any duty~~Quarterly Report on Form 10-Q. In addition, refer to ~~update forward-looking statements after~~Item 7 in our Annual Report on Form 10-K for the ~~date they are made or~~year ended December 31, 2021 for our discussion and analysis comparing financial condition and results of operations from 2021 to conform them to actual results or to changes in circumstances or to reflect changes in events, circumstances or expectations. New factors emerge from time to time and it is not possible for us to predict or assess the effects of all such factors or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.2020.

~~Our Business~~OVERVIEW

We connect active people with their ~~passions~~passions. We are a global leader in designing, developing, marketing, and distributing outdoor, active and lifestyle products. We manage these products in two categories: apparel, accessories, and equipment products and footwear products. We provide our products through our four well-known ~~brands,~~brands: Columbia, SOREL, Mountain Hardwear, and ~~prAna, by designing, developing, marketing, and distributing our outdoor, active and everyday lifestyle apparel, footwear,~~prAna. Apparel, accessories, and equipment products ~~to meet the diverse needs of~~are provided by our ~~customers~~Columbia, Mountain Hardwear and ~~consumers. Our~~prAna brands. Footwear products are ~~sold~~provided by our Columbia and SOREL brands. We sell our products in approximately 90 countries and operate in four geographic segments: U.S., LAAP, EMEA, and Canada.

On September 22, 2022, we refined our long-term growth strategy. We are investing in our strategic priorities to:

•accelerate profitable growth;

•create iconic products that are differentiated, functional and innovative;

•drive brand engagement through increased, focused demand creation investments;

•enhance consumer experiences by investing in capabilities to delight and retain consumers;

•amplify marketplace excellence , with digitally-led, omni-channel, global distribution; and

•empower talent that is driven by our core values through a ~~mix of wholesale distribution channels,~~diverse and inclusive workplace.

Ultimately, we expect our ~~own direct-to-consumer ("DTC") businesses~~investments to enable market share capture across our brand portfolio, expand gross margin, improve selling, general and ~~independent international distributors.~~administrative expense efficiency, and drive improved operating margin over the long-term.

Business Environment and Trends

Changes in Consumer Spending Ability and Preferences | In 2021, we believe government stimulus and unemployment benefits increased consumers’ discretionary spending ability. In addition, we ~~license some~~believe we benefited as consumers shifted from service-based to product-based spending due to their limited ability to travel, attend entertainment-based experiences or purchase certain services. Beginning in the second quarter of 2022, we believe U.S. inflationary pressures, rising interest rates and recession fears are weighing on the market. As a result, we expect consumer discretionary spending will come under increasing pressure over the next several months.

Increased Inflationary Pressures | Inflationary pressures, including inbound freight, raw materials, labor and product input costs, impacted our results in the first nine months of 2022. We implemented product price increases for our Spring 2022 season and, to a greater extent, for our Fall 2022 season. Price increases varied by market and product category. In the U.S., on average, we increased pricing by a mid-single digit percent for our Spring 2022 product line and by a high-single to low-double-digit percent for our Fall 2022 product line. Although price increases are not expected to offset gross margin pressure in 2022, we are beginning to experience lower inbound freight costs which will benefit gross margin over time. As inbound freight costs subside and begin to offset inflationary cost pressures, including raw materials and labor, we expect lower product price increases in 2023.

Strengthening U.S. Dollar | The rapid strengthening of the U.S. dollar relative to major foreign currencies unfavorably impacted our results in the first nine months of 2022. The impact of unfavorable foreign currency translation is anticipated to continue to reduce 2022 net sales growth and profitability. We anticipate this trend to continue into 2023, impacting both the translation of our ~~trademarks across~~earnings as well as our foreign currency hedging of inventory purchases and non-functional currency sales.

Changing Geopolitical Environment | The macro-geopolitical environment changed rapidly as a ~~range~~result of ~~apparel, footwear, accessories, equipment~~the invasion of Ukraine by Russian forces in the first quarter of 2022. We do not have any direct operations in Russia and ~~home products.~~historically have operated in that market through a contract with a third-party international distributor on an advance order basis. We paused taking new orders from this distributor for Russia, Ukraine, and Belarus following the invasion. However, prior to the conflict, we had already taken Fall 2022 orders from this distributor under its contract, certain of which we planned to and did fulfill in the third quarter of 2022. The impact of the invasion is being felt not only in

~~The popularity~~

COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 21


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our relationship with this distributor, but also increased political tensions throughout the globe. These political tensions have the potential to manifest themselves in certain regions where we directly operate.

Increased Freight Charges | In the first nine months of ~~outdoor activities, active~~2022, we experienced elevated ocean freight charges as a result of an imbalance of supply and ~~everyday lifestyles, changing design trends, consumer adoption~~demand for steamship and ocean container capacity. As a result, these costs have had a substantially unfavorable impact on our gross margin. More recently, we began to experience declines in ocean freight charges. We anticipate this shift in trend to continue for the remainder of ~~innovative performance technologies, variations~~2022 and into 2023, and to benefit gross margin over time. We capitalize the cost of inbound freight into inventory, which creates a lag from the period in ~~seasonal weather,~~which we experience the decline in these charges and the ~~availability and desirability of competitor alternatives affect consumer desire for our products. Therefore, we seek~~subsequent impact to ~~drive, anticipate and respond~~gross margin. Additionally, elevated oil prices continue to ~~trends and shifts~~result in consumer preferences by developing new products and 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.

~~Our production cycle~~fuel surcharges from ~~the design to the delivery~~certain of our ~~products requires significant~~freight carriers that deliver product to our retail stores and to consumers.

Later Inventory Receipts | During the third quarter of 2021, several weeks of government mandated factory closures in Vietnam disrupted our manufacturing partners' operations and impacted production of product. As a result of these and other supply chain disruptions, we received Fall 2021, Spring 2022 and Fall 2022 inventory ~~commitment. We generally solicit~~later than expected.

For most of the second quarter of 2022, government efforts to control the spread of COVID-19 in China disrupted our distribution center's operations, which resulted in an inability to fulfill e-commerce, wholesale and owned DTC stores orders in China. In July 2022, certain disruptions from these government efforts eased. Excluding disruptions from government efforts to control the spread of COVID-19 as well as potential risks associated with the International Longshore and Warehouse Union negotiations, we expect supply chain inbound transit times to continue to modestly improve by late 2022. However, we continue to anticipate longer than historical inbound transit times for inventory receipts and shipments to our wholesale customers and ~~independent international distributors~~inventory available for our DTC businesses in 2022, potentially resulting in impacts to future net sales and gross margin.

Looking forward to the Spring 2023 product season, we expect inventory production and logistics transit times to improve markedly and be more in-line with our historical experience, assuming no material downturn in port and railroad labor relations.

Excess Inventory Across the Marketplace | Strong consumer demand in 2021 and the first half of 2022 coupled with ongoing supply chain constraints resulted in a shortage of inventory in the marketplace. By the end of the second quarter of 2022, the arrival of long-delayed orders at retailers and a slowing of consumer demand resulted in excess inventory in the marketplace. With higher marketplace inventories and a rapidly changing economic environment, retailers are rationalizing their inventory needs. As a result, we experienced and continue to expect increased order cancellations for Spring 2022 and Fall 2022 orders. Because we expect marketplace inventories to remain elevated and order cancellations to continue, we are adjusting future inventory purchases and plan to utilize our outlet stores to sell a portion of our excess inventory.

Increased U.S. Distribution Center Capacity Pressure | Elevated inventory levels combined with uneven flow of inventory receipts and shipments is resulting in storage and process capacity pressures within our U.S. distribution centers. We began to experience these pressures as we started moving Fall 2022 inventory into the marketplace. As a result of these expected pressures, our operations may be less efficient, and we expect to incur additional labor, outside storage and other costs.

Continued Labor Shortages | Labor shortages continue to be prevalent in the U.S. and labor costs have risen in an effort to compete for employees. We have made certain wage adjustments in an effort to be more competitive in the current environment and have diminished the effects of current labor shortages on our operations at this time. However, we anticipate rising costs and labor shortages to continue 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~~remainder of 2022 resulting from the continued competition for talent.

Changes in Direct-to-Consumer Store Traffic | For the first nine months of 2022, the majority of our ~~advance spring season orders~~stores remained open in all major markets except China. For most of the second quarter of 2022, government efforts to ~~customers beginning in January and continuing through June. Similarly, we typically ship~~control the ~~majority~~spread of COVID-19 impacted many of our ~~advance fall season orders to customers beginning~~stores in ~~July and continuing through December. Subsequent to advance order placements, wholesale customers may request replenishment orders for various products~~China. In the third quarter of 2022, the easing of shutdowns as a result of China's zero-COVID policies improved consumer demand, ~~increases. Generally, orders are subject~~favorably impacting the performance of our stores in China. Overall, our global store retail traffic trends continued to ~~cancellation prior~~improve, with our U.S. retail store traffic recovering to pre-pandemic levels in the first nine months of 2022. We expect store traffic to remain uneven across our store fleet.

Changes in Promotional Environment | In the first half of 2022, we operated in a low promotional environment and experienced fewer sales returns and customer accommodations than we have historically. In the third quarter of 2022, an increase in promotional activity began to unfavorably impact our DTC product margins compared to the ~~date~~same period from prior year in which promotions were exceptionally low. With elevated marketplace inventory, we anticipate the promotional environment and less favorable trading terms to continue.

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Increased Outdoor Participation by Consumers | The COVID-19 pandemic drew a record number of ~~shipment.~~individuals in the United States to spend an increased amount of time outside, including participating in outdoor recreational activities. While outdoor participation rates may not be maintained, we believe that our addressable consumer base worldwide has been expanded and expect outdoor participation to remain elevated in comparison to pre-pandemic levels.

Casualization of the Apparel and Footwear Market | During the COVID-19 pandemic, we saw a move to casualization by consumers. Our products provide comfort and function in diverse environments. We believe we have benefited from this trend and expect it to continue to be a tailwind moving forward.

Changing Consumer Expectations | Consumer behavior continues to fluctuate. Consumer expectations and the related competitive pressures have increased and continue to increase relative to various aspects of our e-commerce business, including speed of product delivery, shipping charges, return privileges and other evolving expectations. We maintain and continue to make substantial investments in information systems, processes and personnel to support our ongoing demand planning efforts to provide forecasting of optimal inventory to meet customer and consumer demands.

Seasonality |Our business is affected by the general seasonal trends common to the industry, including seasonal weather and discretionary consumer shopping and spending patterns. Our products are marketed on a seasonal basis, and our sales are weighted substantially toward the third and fourth quarters, while our operating costs are more equally distributed throughout the year. In ~~2020, approximately 65%~~2021, over 60% of our net sales and ~~the majority~~over 75% of our operating income were realized in the second half of the year. Although impacts from the ongoing COVID-19 pandemic exacerbated seasonal net sales and profitability patterns, this still illustrates our dependence upon sales results in the second half of the year, as well as the less seasonal nature of our operating costs.

~~Results of operations in any period should not be considered indicative of the results to be expected for any future period.~~

~~COVID-19 and Supply Chain Update~~

The COVID-19 pandemic continues to impact the global economy. In response to this pandemic, many regional and local governments worldwide continue to implement travel restrictions, business shutdowns or slowdowns, and shelter-in-place or stay-at-home orders.

~~Table of Contents~~

In the first nine months of 2021, the majority of our stores remained open. For most of the first quarter of 2021, government mandated lockdowns impacted our stores in Europe, Canada and Japan. At varying times during the second quarter of 2021, government mandated lockdowns, including pandemic-related temporary store closures or reduced store operating hours, impacted stores in Japan, China, Europe and Canada. At varying times during the third quarter of 2021, government mandated lockdowns, including pandemic-related temporary store closures or reduced store operating hours, impacted stores in Japan and China. Overall, our store retail traffic trends improved in the first nine months of 2021, but remained below pre-pandemic levels. Stores in destination locations and tourist-dependent markets were some of the most impacted stores within our fleet.

In addition, certain of our wholesale customers and international distributors experienced a similar timeline and closed stores or reduced operating hours. Despite these impacts, consumer demand accelerated in the first nine months of 2021 and we did not realize significant wholesale order cancellations or customer accommodations.

We, our third party partners and our customers continue to be impacted by the supply chain environment, including freight capacity, port congestion, production factory closures, and other logistics constraints. In the first nine months of 2021, these disruptions and constraints resulted in later timing of Fall 2021 inventory receipts and shipments, as well as higher freight and logistics costs. We expect these supply chain disruptions, constraints and increases in costs to continue through the balance of this year and into 2022. In addition, during the third quarter of 2021, government mandated factory closures in Vietnam disrupted our manufacturing partners' operations and impacted production of Fall 2021 and Spring 2022 product. Factories in Vietnam began to reopen as of October 1, 2021 at less than full capacity. As a result of these supply chain disruptions and temporary factory closures, we anticipate later than expected Fall 2021 and Spring 2022 inventory receipts and shipments to our wholesale customers and inventory availability for our DTC businesses, resulting in impacts to our future net sales and gross margin.

~~Business Outlook~~

The ongoing business disruption and uncertainty surrounding the COVID-19 pandemic and the global supply chain make it difficult to predict our future results. Consistent with the seasonality and variability of our business, we anticipate 2021 profitability to be weighted toward the second half of the year.

~~Our full year 2021 financial results are being, or could be, significantly impacted by the following factors:~~RESULTS OF OPERATIONS

•the ability of third-party logistics providers to service the demands of our business and the retail industry generally, which may result in cancellations of advance wholesale and distributor orders and reduced availability of inventory to support our DTC business;

•~~increasing operating costs associated with a constrained supply chain, including increased ocean freight and other logistics related costs;~~

•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 close-out product sales, and suppressed customer and end-consumer demand in subsequent seasons;

•~~our ability to staff and operate our U.S. distribution centers, retail stores, and consumer call center during the peak holiday season amid U,S. labor shortages;~~

•~~our ability to secure production capacity with our contract manufacturers, and their ability to maintain operations as pandemic-related outbreaks impact less vaccinated countries/regions;~~

•changes in consumer demand as a result of ongoing effects from the COVID-19 pandemic and/or related governmental actions and regulations, and any potential incremental cost that may be associated with a U.S. government vaccine mandate or related testing protocol;

•~~growth, performance and profitability of our global DTC operations, including depressed consumer traffic in our retail stores and elevated DTC e-commerce growth trends;~~

•increasing 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;

•~~our ability to effectively manage our inventory, including liquidating excess inventory timely and profitably through close-out sales in our wholesale and DTC businesses; and~~

•~~difficult economic, geopolitical and competitive environments in certain key markets globally, coupled with global economic uncertainty.~~

~~We expect many of these factors to continue into 2022.~~

In addition, we expect inflationary pressures to continue to build across our business beyond 2021. We are implementing price increases beginning with our Spring 2022 season and, to a greater extent, our Fall 2022 season to mitigate these higher costs, to the

~~Table of Contents~~

~~extent possible, while attempting to minimize potential risks to dampening consumer demand. We do not expect planned price increases will fully offset these gross margin pressures.~~

~~Strategic Priorities~~

~~We are committed to driving sustainable and profitable long-term growth and investing in our strategic priorities to~~:

•~~drive global brand awareness and sales growth through increased, focused demand creation investments;~~

•~~enhance consumer experience and digital capabilities in all of our channels and geographies;~~

•~~expand and improve global DTC operations with supporting processes and systems; and~~

•~~invest in our people and optimize our organization across our portfolio of brands.~~

Ultimately, we expect our investments to enable market share capture across our brand portfolio, expand gross margin, improve selling, general and administrative expense efficiency, and drive improved operating margin over the long-term.

~~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 accompanying Notes that appear in~~ Part 1,I, Item 1 ~~Financial Statements in~~of this ~~quarterly report.~~Quarterly Report on Form 10-Q. All references to quarters relate to the quarter ended September 30 of ~~the~~that particular year.

Non-GAAP Financial Measure

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 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 exchange rates ~~used to translate net sales generated~~that were in ~~foreign currencies into United States dollars.~~effect during the comparable period of the prior year. Management believes that this non-GAAP financial measure reflects an additional and useful way of viewing an aspect of our operations that, when viewed in conjunction with our GAAP results, provides a more comprehensive understanding of our business and operations. In particular, investors may find the non-GAAP measure useful by reviewing our net sales results without the volatility in foreign currency exchange rates. This non-GAAP financial measure also facilitates management's internal comparisons to our historical net sales results and comparisons to competitors' net sales results. Constant-currency financial measures should be viewed in addition to, and not in lieu of or superior to, our financial measures calculated in accordance with GAAP.

The following discussion includes references to constant-currency net sales, and we provide a reconciliation of this non-GAAP measure to the most directly comparable financial measure calculated in accordance with GAAP below.

COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 23


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Results of ~~Contents~~

~~Highlights of the Third Quarter of 2021~~Operations — Consolidated

•~~Net sales increased $103.6 million, or 15%, to $804.7 million, from $701.1 million in the third quarter of 2020.~~

•~~Gross profit as a percentage of net sales expanded to 50.7% from 48.9% in the third quarter of 2020.~~

•~~Operating income increased $47.9 million to $133.5 million from $85.6 million in the third quarter of 2020.~~

•~~Income tax expense increased $11.2 million to $33.3 million from $22.1 million in the third quarter of 2020.~~

•~~Net income increased $37.8 million to $100.6 million, or $1.52 per diluted share, from $62.8 million, or $0.94 per diluted share, in the third quarter of 2020.~~

•Net cash used in operating activities for the nine months ended September 30, 2021 decreased $182.3 million to $15.6 million, compared to net cash used in operating activities of $198.0 million for the comparable period in 2020.

•~~We paid cash dividends to shareholders totaling $17.1 million, or $0.26 per share.~~

The following table presents the items in our unaudited Condensed Consolidated Statements of Operations, both in dollars and as a percentage of net sales:

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 49.3 51.1 48.8 52.0
Gross profit 50.7 48.9 51.2 48.0
Selling, general and administrative expenses 34.8 37.3 39.9 47.6
Net licensing income 0.7 0.6 0.7 0.4
Operating income 16.6 12.2 12.0 0.8
Interest income (expense), net — — — 0.1
Other non-operating income (expense), net — (0.1) — 0.1
Income before income tax 16.6 12.1 12.0 1.0
Income tax expense (4.1) (3.1) (2.1) (0.2)
Net income 12.5 % 9.0 % 9.9 % 0.8 %


	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions, except for percentage of net sales and per share amounts)	2022				2021				2022				2021
Net sales	$	955.0	100.0	%	$	804.7	100.0	%	$	2,294.6	100.0	%	$	1,996.7	100.0	%
Cost of sales	496.5		52.0		396.3		49.3		1,173.5		51.1		974.4		48.8
Gross profit	458.5		48.0		408.4		50.7		1,121.1		48.9		1,022.3		51.2
Selling, general and administrative expenses	319.0		33.4		280.1		34.8		899.3		39.2		796.3		39.9
Net licensing income	5.8		0.6		5.2		0.7		15.9		0.7		12.9		0.7
Operating income	145.3		15.2		133.5		16.6		237.7		10.4		238.9		12.0
Interest income, net	0.8		0.1		0.2		—		1.7		0.1		1.1		—
Other non-operating income (expense), net	(0.3)		—		0.2		—		(1.7)		(0.1)		(0.4)		—
Income before income tax	145.8		15.3		133.9		16.6		237.7		10.4		239.6		12.0
Income tax expense	(34.0)		(3.6)		(33.3)		(4.1)		(51.9)		(2.3)		(42.5)		(2.1)
Net income	$	111.8	11.7	%	$	100.6	12.5	%	$	185.8	8.1	%	$	197.1	9.9	%

Diluted earnings per share	$	1.80			$	1.52			$	2.94			$	2.96

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~~Results of Operations~~ — ~~Consolidated~~

~~Quarter~~Three Months Ended September 30, ~~2021~~2022 Compared to ~~Quarter~~Three Months Ended September 30, ~~2020~~2021

Net ~~Sales:~~ Sales.Consolidated net sales increased $103.6 million, or 15%, to $804.7 million for the third quarter 2021 from $701.1 million for the comparable period in 2020. The increase primarily reflects higher consumer demand and economic recovery from the ongoing COVID-19 pandemic. This increase was constrained by supply chain disruptions that resulted in later inventory receipts and lower than expected wholesale shipments during the quarter.

Net sales increased across all regions, primarily driven by increased Columbia brand net sales in our U.S. DTC, Canada, LAAP and Europe businesses. Our global DTC e-commerce business grew 6% and represented 11% of our global net sales for the third quarter 2021, compared to 12% of our global net sales for the same period in 2020.

Net sales by brand, product category and channel are summarized in the following table:

Three Months Ended September 30,
(in millions, except for percentage changes)
Reported
Net Sales
2021
Adjust for Foreign Currency Translation
Constant-currency
Net Sales
2021(1)
Reported
Net Sales
2020
Reported
Net Sales
% Change
Constant-currency
Net Sales
% Change(1)
Brand Net Sales:
Columbia $ 651.5 $ (7.6) $ 643.9 $ 559.7 16% 15%
SOREL 88.1 (0.9) 87.2 91.5 (4)% (5)%
prAna 36.4 — 36.4 30.5 19% 19%
Mountain Hardwear 28.7 (0.1) 28.6 19.4 48% 47%
Total $ 804.7 $ (8.6) $ 796.1 $ 701.1 15% 14%
Product Category Net Sales:
Apparel, Accessories and Equipment $ 621.1 $ (6.3) $ 614.8 $ 510.2 22% 21%
Footwear 183.6 (2.3) 181.3 190.9 (4)% (5)%
Total $ 804.7 $ (8.6) $ 796.1 $ 701.1 15% 14%
Channel Net Sales:
Wholesale $ 518.2 $ (6.7) $ 511.5 $ 471.5 10% 8%
DTC 286.5 (1.9) 284.6 229.6 25% 24%
Total $ 804.7 $ (8.6) $ 796.1 $ 701.1 15% 14%


	Three Months Ended September 30,
(in millions, except for percentages)	Reported Net Sales 2022		Adjust for Foreign Currency Translation		Constant-currency Net Sales 2022 (1)		Reported Net Sales 2021		Reported Net Sales % Change	Constant-currency Net Sales % Change (1)
Brand Net Sales:
Columbia	$	773.3	$	26.6	$	799.9	$	651.5	19%	23%
SOREL	112.4		2.6		115.0		88.1		28%	31%
prAna	37.4		—		37.4		36.4		3%	3%
Mountain Hardwear	31.9		0.4		32.3		28.7		11%	13%
Total	$	955.0	$	29.6	$	984.6	$	804.7	19%	22%

Product Category Net Sales:
Apparel, Accessories and Equipment	$	726.3	$	21.2	$	747.5	$	621.1	17%	20%
Footwear	228.7		8.4		237.1		183.6		25%	29%
Total	$	955.0	$	29.6	$	984.6	$	804.7	19%	22%

Channel Net Sales:
Wholesale	$	645.1	$	20.4	$	665.5	$	518.2	24%	28%
DTC	309.9		9.2		319.1		286.5		8%	11%
Total	$	955.0	$	29.6	$	984.6	$	804.7	19%	22%

(1)Constant-currency net sales ~~information~~ is a non-GAAP financial ~~measure, which excludes the effect~~measure. See "Non-GAAP Financial Measure" above for further information.

COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 24


Table of Contents

Overall, our global net sales increase reflected earlier shipment of higher Fall 2022 wholesale orders compared to shipment of Fall 2021 orders and higher consumer demand in our DTC business. This increase was tempered by later than historical shipping patterns for Fall 2022 shipments, as well as unfavorable impacts from 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 exchange rates that were in effect during the comparable periodrates. Our global DTC e-commence business increased 9% and represented 11% of ~~the prior year.~~

~~Gross Profit:~~ ~~Gross profit as a percentage of net sales expanded to 50.7% for the third quarter 2021 from 48.9% for the comparable period in 2020, primarily reflecting:~~

•an approximate 290 basis points increase in channel profitability, including favorable DTC product margin driven by lower promotional levels, increased wholesale product margin driven by strong retail sell-through performance resulting in lower customer accommodations and, to a lesser extent, favorable full-price sales mix, and unfavorable impacts from higher inbound freight costs due to supply chain capacity constraints; partially offset by

•~~a decrease resulting from the non-recurrence of inventory provision activity that benefited gross margin performance in the third quarter of 2020; and~~

•a decrease driven by an unfavorable sales mix as sales shifted to channels which carry lower margins, including regional net sales shifts to wholesale from DTC channels and higher net sales in stores within the DTC channel.

~~Selling, General and Administrative Expense:~~ ~~SG&A expense increased $18.9 million, or 7%, to $280.1 million, or 34.8% of~~our global net sales for the third quarter of ~~2021, from $261.2 million, or 37.3%~~2022, compared to growth of 6% and represented 11% of global net sales for the comparable period in ~~2020.~~2021.

Gross Profit.Our gross profit may not be comparable to other companies in our industry as some companies may include all costs related to their distribution network in Cost of sales, while we include these expenses in SG&A expenses. Gross profit is summarized in the following table:


	Three Months Ended September 30,
(in millions, except for percentages and basis points)	2022			2021			Change
Gross profit	$	458.5		$	408.4		$	50.1	12	%
Gross margin	48.0		%	50.7		%	-270 bps

Gross margin contracted primarily due to the following factors:

•an approximate 210 bps decrease related to elevated inbound freight costs;

•unfavorable channel and regional net sales shifts primarily due to a higher mix of wholesale sales, largely driven by higher distributor sales, which typically carry a lower margin compared to DTC sales; and

•unfavorable year-over-year changes in inventory provisions; partially offset by

•increased channel profitability due to the net effect of higher wholesale margins and, to a lesser extent, lower DTC margins.

Higher wholesale margins discussed above were primarily driven by price increases and a higher proportion of full price versus off price sales, partially offset by input cost pressure. Lower DTC margins discussed above were primarily driven by increased promotional activity.

Selling, General and Administrative Expenses.SG&A expenses includes all costs associated with our design, merchandising, marketing, distribution, and corporate functions, including related depreciation and amortization.

SG&A expenses is summarized in the following table:


	Three Months September 30,
(in millions, except for percentages and basis points)	2022			2021			Change
Selling, general and administrative expenses	$	319.0		$	280.1		$	38.9	14	%
Selling, general and administrative expenses as percent of net sales	33.4		%	34.8		%	-140 bps

The SG&A ~~expense~~expenses increase was primarily due ~~to:~~to expenses incurred to support the growth of our business and investments to drive our brand-led consumer-focused strategies. Factors primarily contributing to the increase of SG&A expenses included:

•higher personnel expenses of $13.3 million, reflecting increased headcount to support business growth, as well as annual merit and other wage rate increases;

•increased demand creation, including higher spending with sales growth; and

•higher global retail expenses ~~relative to prior year temporary store closures;~~

~~Table of Contents~~

•~~higher incentive compensation;~~

•~~increased demand creation spending driven by higher variable spending~~associated with sales growth and ~~incremental strategic investment; and~~

•~~higher personnel expenses to support business growth, annual merit increases, and wage increases to mitigate workforce shortages;~~new stores; partially offset by

•~~the benefit~~lower incentive compensation expense, reflecting lower expectation of ~~$7.0 million from the completion of a lease termination and settlement of liabilities related~~year-end incentive compensation compared to ~~a prior year store closure; and~~last year.

•~~the non-recurrence of prior year COVID-19 related expenses.~~

The benefit of $7.0 million from the completion of a lease termination and settlement of liabilities discussed above relates to a portion of the $16.5 million of accelerated amortization of lease right-of-use assets for stores that permanently closed in 2020 for which the related lease liabilities had not been extinguished as of December 31, 2020 due to ongoing negotiations with the landlords as disclosed in our 2020 Annual Report.

COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 25

~~Operating Income:~~ ~~Operating income increased $47.9 million to $133.5 million, or 16.6% of net sales, for the third quarter of 2021, from $85.6 million, or 12.2% of net sales, for the comparable period in 2020.~~


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Income Tax ~~Expense~~:Expense. Income tax expense ~~increased to $33.3 million for~~and the ~~third quarter of 2021 from $22.1 million for the comparable period in 2020. Our~~related effective income tax rate ~~was 24.9% compared to 26.1% for~~are summarized in the ~~third quarter of 2020.~~ following table:


	Three Months Ended September 30,
(in millions, except for percentages)	2022			2021			Change
Income tax expense	$	(34.0)		$	(33.3)		$	0.7	2	%
Effective income tax rate	23.3		%	24.9		%

Our effective income tax rate for the ~~third quarter of 2021 decreased compared to~~three months ended September 30, 2022 was impacted by discrete tax items, which lowered the ~~third quarter of 2020 primarily driven by the mix of book~~effective income ~~or loss among jurisdictions.~~

~~Net Income:~~ ~~Net income increased $37.8 million to $100.6 million, or $1.52 per diluted share,~~tax rate for the ~~third quarter of~~period. For the three months ended September 30, 2022, our effective income tax rate was primarily impacted by a non-recurring benefit related to a decrease in accrued foreign withholding taxes. For the three months ended September 30, 2021, impacts to our effective income tax rate from ~~$62.8 million, or $0.94 per diluted share, for the comparable period in 2020.~~discrete tax items were immaterial.

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Nine Months Ended September 30, ~~2021~~2022 Compared to Nine Months Ended September 30, ~~2020~~2021

Net ~~Sales:~~ Sales.Consolidated net sales increased $410.8 million, or 26%, to $1,996.7 million for the nine months ended September 30, 2021 from $1,585.9 million for the comparable period in 2020. The increase primarily reflects higher consumer demand and an accelerated economic recovery compared to the same period in 2020, which was impacted by wholesale order cancellations, temporary store closures and lower consumer demand.

Net sales increased across all regions, product categories, and brands, primarily driven by increased Columbia brand net sales in the U.S. DTC and wholesale businesses. In addition, our DTC e-commerce business grew 16% and represented 15% of our global net sales for the nine months ended September 30, 2021, compared to 17% of our global net sales for the same period in 2020.

Net sales by brand, product category and channel are summarized in the following table:

Nine Months Ended September 30,
(in millions, except for percentage changes)
Reported
Net Sales
2021
Adjust for Foreign Currency Translation
Constant-currency
Net Sales
2021(1)
Reported
Net Sales
2020
Reported
Net Sales
% Change
Constant-currency
Net Sales
% Change(1)
Brand Net Sales:
Columbia $ 1,663.2 $ (27.8) $ 1,635.4 $ 1,297.2 28% 26%
SOREL 157.5 (1.8) 155.7 143.5 10% 9%
prAna 107.6 — 107.6 94.7 14% 14%
Mountain Hardwear 68.4 (0.6) 67.8 50.5 35% 34%
Total $ 1,996.7 $ (30.2) $ 1,966.5 $ 1,585.9 26% 24%
Product Category Net Sales:
Apparel, Accessories and Equipment $ 1,543.1 $ (21.0) $ 1,522.1 $ 1,206.2 28% 26%
Footwear 453.6 (9.2) 444.4 379.7 19% 17%
Total $ 1,996.7 $ (30.2) $ 1,966.5 $ 1,585.9 26% 24%
Channel Net Sales:
Wholesale $ 1,155.9 $ (19.2) $ 1,136.7 $ 957.3 21% 19%
DTC 840.8 (11.0) 829.8 628.6 34% 32%
Total $ 1,996.7 $ (30.2) $ 1,966.5 $ 1,585.9 26% 24%


	Nine Months Ended September 30,
(in millions, except for percentages)	Reported Net Sales 2022		Adjust for Foreign Currency Translation		Constant-currency Net Sales 2022 (1)		Reported Net Sales 2021		Reported Net Sales % Change	Constant-currency Net Sales % Change (1)
Brand Net Sales:
Columbia	$	1,903.0	$	48.9	$	1,951.9	$	1,663.2	14%	17%
SOREL	204.7		3.3		208.0		157.5		30%	32%
prAna	110.8		—		110.8		107.6		3%	3%
Mountain Hardwear	76.1		0.8		76.9		68.4		11%	12%
Total	$	2,294.6	$	53.0	$	2,347.6	$	1,996.7	15%	18%

Product Category Net Sales:
Apparel, Accessories and Equipment	$	1,760.6	$	37.2	$	1,797.8	$	1,543.1	14%	17%
Footwear	534.0		15.8		549.8		453.6		18%	21%
Total	$	2,294.6	$	53.0	$	2,347.6	$	1,996.7	15%	18%

Channel Net Sales:
Wholesale	$	1,353.2	$	31.8	$	1,385.0	$	1,155.9	17%	20%
DTC	941.4		21.2		962.6		840.8		12%	14%
Total	$	2,294.6	$	53.0	$	2,347.6	$	1,996.7	15%	18%

(1)Constant-currency net sales ~~information~~ is a non-GAAP financial ~~measure, which excludes~~measure. See "Non-GAAP Financial Measure" above for further information.

Overall, our global net sales increase reflected earlier shipment of higher Spring 2022 and Fall 2022 wholesale orders and higher consumer demand in our DTC business. In addition, Columbia and SOREL brand net sales benefited from favorable late season cold weather product sales in the ~~effect~~first quarter of 2022. Our global net sales increase was tempered by temporary store closures due to government efforts to control the spread of COVID-19 in China, supply chain disruptions, and unfavorable impacts from changes in foreign currency exchange ~~rates against the United States dollar between comparable reporting periods. We calculate constant-currency~~rates. Our global DTC e-commence business grew 10% and represented 15% of our global net sales ~~by translating~~for the first nine months of 2022, compared to growth of 16% and represented 15% of global net sales ~~in foreign currencies~~ for ~~the current period into United States dollars at the exchange rates that were in effect during~~ the comparable period ~~of the prior year.~~in 2021.

COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 26


Table of Contents

Gross ~~Profit:~~Profit. Gross profit is summarized in the following table:


	Nine Months Ended September 30,
(in millions, except for percentages and basis points)	2022			2021			Change
Gross profit	$	1,121.1		$	1,022.3		$	98.8	10	%
Gross margin	48.9		%	51.2		%	-230 bps

Gross margin contracted primarily due to the following factors:

•an approximate 300 bps decrease related to elevated inbound freight costs; partially offset by

•increased channel profitability due to higher DTC and wholesale margins.

Higher DTC margins discussed above were primarily driven by lower promotional levels, particularly in the first half of 2022. Higher wholesale margins discussed above were primarily driven by price increases and a higher proportion of full price versus off price sales, partially offset by input cost pressure.

Selling, General and Administrative Expenses.SG&A expenses is summarized in the following table:


	Nine Months Ended September 30,
(in millions, except for percentages and basis points)	2022			2021			Change
Selling, general and administrative expenses	$	899.3		$	796.3		$	103.0	13	%
Selling, general and administrative expenses as percent of net sales	39.2		%	39.9		%	-70 bps

The SG&A expenses increase was primarily due to expenses incurred to support the growth of our business and investments to drive our brand-led consumer-focused strategies. Factors primarily contributing to the increase of SG&A expenses included:

•higher personnel expenses of $30.6 million, reflecting increased headcount to support business growth, as ~~a percentage~~well as annual merit and other wage rate increases;

•increased demand creation of ~~net~~$20.7 million, including higher spending with sales ~~expanded to 51.2%~~growth; and

•higher global retail expenses associated with sales growth and new stores.

Income Tax Expense. Income tax expense and the related effective income tax rate are summarized in the following table:


	Nine Months Ended September 30,
(in millions, except for percentages)	2022			2021			Change
Income tax expense	$	(51.9)		$	(42.5)		$	9.4	22	%
Effective income tax rate	21.9		%	17.7		%

Our effective income tax rates for the nine months ended September 30, 2022 and 2021 ~~from 48.0% for~~were impacted by discrete tax items, which lowered the ~~comparable period~~effective income tax rate in ~~2020,~~each period. For the nine months ended September 30, 2022, our effective income tax rate was primarily ~~reflecting:~~

•~~an approximate 230 basis points increase~~impacted by a non-recurring benefit related to the finalization of the U.S. and foreign audits, a non-recurring benefit related to a decrease in ~~channel profitability, including favorable DTC product margin driven by lower promotional levels~~accrued foreign withholding taxes and ~~unfavorable impacts from higher inbound freight costs due~~a non-recurring benefit related to ~~supply chain capacity constraints; and~~

•~~an approximate 110 basis points increase primarily~~foreign currency loss resulting from ~~decreased inventory reserve provisions.~~

~~Selling, General and Administrative Expense:~~ ~~SG&A expense increased $40.6 million, or 5%, to $796.3 million, or 39.9% of net sales, for~~an intercompany transaction. For the nine months ended September 30, 2021, ~~from $755.7 million, or 47.6% of net sales, for the comparable period in 2020. The increase in SG&A expenses primarily reflects the variable component of~~ our ~~SG&A expense structure, which correlates with changes in sales volume.~~

~~The SG&A expense increase was primarily due to:~~

•~~higher personnel expenses of $26.9 million to support business growth and annual merit increases;~~

•~~higher global retail expenses of $26.0 million relative to prior year temporary store closures;~~

•~~increased demand creation spending of $23.8 million, driven by higher variable spending with sales growth and incremental strategic investment; and~~

•~~higher incentive compensation; partially offset by~~

~~Table of Contents~~

•~~lower bad debt expenses of $33.8 million;~~

•~~the non-recurrence of prior year COVID-19 related expenses of $21.7 million; and~~

•~~the benefit of $8.6 million from the completion of lease terminations and settlements of liabilities related to prior year store closures.~~

The decrease in bad debt expenses was driven by incremental COVID-19 pandemic related bad debt reserve provisions in the first nine months of 2020, compared to a reduction in bad debt reserves in the same period in 2021 reflecting the continued recovery of the market and a healthier wholesale customer base.

The benefit of $8.6 million from the completion of a lease termination and settlement of liabilities discussed above relates to a portion of the $16.5 million of accelerated amortization of lease right-of-use assets for stores that permanently closed in 2020 for which the related lease liabilities had not been extinguished as of December 31, 2020 due to ongoing negotiations with the landlords as disclosed in our 2020 Annual Report.

~~Operating Income:~~ Operating income increased $225.6 million to $238.9 million, or 12.0% of net sales, for the nine months ended September 30, 2021, from $13.4 million, or 0.8% of net sales, for the comparable period in 2020.

~~Income Tax Expense: Income tax expense was $42.5 million for the nine months ended September 30, 2021, compared to $4.0 million for the comparable period in 2020. Our~~ effective income tax rate was 17.7% for the nine months ended September 30, 2021 compared to 24.8% for the comparable period in 2020. The change in our effective income tax rate for the nine months ended September 30, 2021 compared to the same period in 2020 was primarily ~~driven~~impacted by ~~the non-recurring~~a decrease in accrued foreign withholding taxes and ~~the mix of book income or loss among jurisdictions.~~a non-recurring benefit related to common stock benefits.

COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 27


Table of Contents

Results of Operations — Segment

~~Net Income:~~
~~Net~~

Segment operating income ~~increased $184.9 million~~includes net sales, cost of sales, SG&A expenses, and net licensing income for each of our four reportable geographic segments. Operating income as a percentage of net sales in the U.S. is typically higher than the other segments primarily due to ~~$197.1 million, or $2.96 per diluted share, for~~scale efficiencies associated with the ~~nine months ended September 30, 2021,~~larger base of net sales in the U.S. and, to a lesser extent, incremental licensing income.

We anticipate this trend to continue until other segments achieve scale efficiencies from ~~$12.3 million, or $0.18 per diluted share, for~~higher levels of net sales volume relative to the ~~comparable period in 2020.~~fixed cost structure necessary to operate the business.

~~Results of Operations~~ — ~~Segment~~

~~Quarter~~Three Months Ended September 30, ~~2021~~2022 Compared to ~~Quarter~~Three Months Ended September 30, ~~2020~~2021

Net sales by geographic segment are summarized in the following table:

Three Months Ended September 30,
(in millions, except for percentage changes)
Reported
Net Sales
2021
Adjust for Foreign Currency Translation
Constant-currency
Net Sales
2021(1)
Reported
Net Sales
2020
Reported
Net Sales
% Change
Constant-currency
Net Sales
% Change(1)
U.S. $ 510.5 $ — $ 510.5 $ 445.6 15% 15%
LAAP 102.7 (2.3) 100.4 90.9 13% 10%
EMEA 109.2 (1.3) 107.9 99.2 10% 9%
Canada 82.3 (5.0) 77.3 65.4 26% 18%
$ 804.7 $ (8.6) $ 796.1 $ 701.1 15% 14%
(1) Constant-currency net sales information is a non-GAAP financial measure, which 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 exchange rates that were in effect during the comparable period of the prior year.


	Three Months Ended September 30,
(in millions, except for percentage changes)	Reported Net Sales 2022		Adjust for Foreign Currency Translation		Constant-currency Net Sales 2022 (1)		Reported Net Sales 2021		Reported Net Sales % Change	Constant-currency Net Sales % Change (1)
U.S.	$	607.0	$	—	$	607.0	$	510.5	19%	19%
LAAP	115.4		12.0		127.4		102.7		12%	24%
EMEA	153.5		14.8		168.3		109.2		41%	54%
Canada	79.1		2.8		81.9		82.3		(4)%	—%
	$	955.0	$	29.6	$	984.6	$	804.7	19%	22%

~~Table of Contents~~(1) Constant-currency net sales is a non-GAAP financial measure. See "Non-GAAP Financial Measure" above for further information.

Operating income (loss) for each reportable ~~segments~~segment and unallocated corporate expenses are summarized in the following table:

Three Months Ended September 30,
(in millions) 2021 2020 Change ($)
U.S. $ 139.1 $ 96.6 $ 42.5
LAAP 7.6 4.7 2.9
EMEA 26.2 19.0 7.2
Canada 22.8 19.7 3.1
Total segment operating income 195.7 140.0 55.7
Unallocated corporate expenses (62.2) (54.4) (7.8)
Operating income $ 133.5 $ 85.6 $ 47.9

Unless otherwise noted below, segment net sales and operating income within all regions increased due to the result of unfavorable COVID-19 pandemic impacts realized in the comparable period in 2020, which led to economic lockdowns, including temporary store closures and lower consumer demand.


	Three Months Ended September 30,
(in millions)	2022		2021		Change
U.S.	$	145.3	$	139.1	$	6.2
LAAP	11.8		7.6		4.2
EMEA	35.6		26.2		9.4
Canada	20.2		22.8		(2.6)
Total segment operating income	212.9		195.7		17.2
Unallocated corporate expenses	(67.6)		(62.2)		(5.4)
Operating income	$	145.3	$	133.5	$	11.8

U.S.

U.S. operating income increased ~~$42.5~~$6.2 million to $145.3 million, or 23.9% of net sales, for the third quarter of 2022 from $139.1 million, or 27.2% of net sales, for the ~~third quarter of 2021 from $96.6 million, or 21.7% of net sales, for the~~ comparable period in ~~2020.~~2021. The increase was driven primarily by increased net sales, ~~combined with increased~~partially offset by decreased gross margin. U.S. net sales increased ~~$64.9~~$96.5 million, or ~~15%~~19%, for the third quarter of ~~2021~~2022, compared to the same period in ~~2020,~~2021. U.S. net sales increased across all channels, product categories and brands, largely driven by increased wholesale net sales ~~primarily in~~for our Columbia and SOREL brands. Increased U.S. wholesale net sales were driven by earlier shipment of higher Fall 2022 orders compared to shipment of Fall 2021 orders. U.S. DTC ~~business~~net sales increased primarily from net sales growth generated from retail stores and, to a lesser extent, our e-commerce business. As of September 30, 2022, our U.S. ~~wholesale business. U.S. wholesale net sales increased due~~business operated 148 retail stores, compared to ~~higher Fall 2021 order shipments, but were constrained by supply chain disruptions that resulted in later inventory receipts and later than expected wholesale shipments during the quarter. U.S.~~138 stores as of September 30, 2021. SG&A ~~expense decreased~~expenses increased as a percentage of net sales to ~~25.2% for the three months ended September 30, 2021 compared to 28.5% for the comparable period in 2020. U.S. SG&A expense~~25.9% for the third quarter of ~~2020 included non-recurring COVID-19 related expenses.~~2022 compared to 25.2% for the same period in 2021.

COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 28


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LAAP

LAAP operating income increased $4.2 million to $11.8 million, or 10.2% of net sales, for the third quarter of 2022 from $7.6 million, or 7.4% of net sales, for the ~~third quarter of 2021 increased $2.9 million from $4.7 million, or 5.2% of net sales, for the~~ comparable period in ~~2020.~~2021. The increase was driven primarily by increased net sales ~~combined with increased gross margin.~~and SG&A expense leverage. LAAP net sales increased ~~$11.8~~$12.7 million, or ~~13% (10%~~12% (24% constant-currency), for the third quarter of ~~2021~~2022, compared to the same period in ~~2020,~~2021, primarily ~~driven by increased net sales~~ in our ~~China~~LAAP distributor business. LAAP net sales increased due to earlier shipment of higher Fall 2022 orders compared to shipment of Fall 2021 ~~wholesale order shipments, partially offset by lower~~orders and higher consumer demand ~~due to COVID-19 related~~as we lapped prior year provincial and government mandated restrictions to prevent the spread of ~~the virus.~~COVID-19. These increases were offset by unfavorable impacts from changes in foreign currency rates. LAAP SG&A ~~expense increased~~expenses decreased as a percentage of net sales to ~~46.9%~~40.9% for the third quarter of ~~2021~~2022 compared to ~~46.6%~~46.9% for the ~~comparable~~same period in ~~2020.~~2021, primarily driven by demand creation, personnel and retail expenses.

EMEA

EMEA operating income increased ~~$7.2~~$9.4 million to $35.6 million, or 23.2% of net sales, for the third quarter of 2022 from $26.2 million, or 24.0% of net sales, for the ~~third quarter of 2021 from $19.0 million, or 19.1% of net sales, for the~~ comparable period in ~~2020.~~2021. The increase was driven primarily by increased net sales ~~combined with increased gross margin~~ and SG&A expense leverage. EMEA net sales increased ~~$10.0~~$44.3 million, or ~~10% (9%~~41% (54% constant-currency), for the third quarter of ~~2021~~2022, compared to the same period in ~~2020. EMEA~~2021, driven by increased net sales ~~increased primarily~~ in our ~~Europe-direct~~EMEA distributor business and, to a lesser extent, our Europe-direct business. EMEA distributor ~~business.~~net sales increased primarily due to the later shipment of Fall 2022 orders to our Russia-based distributor business, under pre-existing contractual obligations. Europe-direct net sales increased primarily due to higher ~~Fall 2021 wholesale order shipments.~~consumer demand, partially offset by unfavorable impacts from changes in foreign currency rates. EMEA SG&A expense decreased as a percentage of net sales to ~~22.6%~~19.7% for the third quarter of ~~2021~~2022 compared to ~~26.3% for the same period~~22.6% in ~~2020 driven by leveraging of fixed operating expenses.~~2021.

Canada

Canada operating income decreased $2.6 million to $20.2 million, or 25.6% of net sales, for the third quarter of 2022 from $22.8 million, or 27.8% of net sales, for the ~~third quarter of 2021 increased $3.1 million from $19.8 million, or 30.2% of net sales, for the~~ comparable period in ~~2020.~~2021. The ~~increase~~decrease primarily resulted from ~~increased~~decreased net sales. Canada net sales ~~increased $16.9~~decreased $3.2 million, or ~~26% (18%~~4% (flat constant-currency), for the third quarter of ~~2021~~2022, compared to the same period in ~~2020.~~2021. The decrease in Canada net sales ~~increased~~was primarily ~~due~~driven by unfavorable impacts from changes in foreign currency rates and decreased net sales related to ~~higher~~later shipment of Fall 2022 orders compared to shipments of Fall 2021 orders in our Canada wholesale ~~order shipments.~~business, partially offset by increased net sales in our Canada DTC business. Canada SG&A expense increased as a percentage of net sales to ~~20.1%~~21.1% for the third quarter of ~~2021~~2022 compared to ~~17.5%~~20.1% for the ~~comparable~~same period in ~~2020.~~2021.

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Unallocated corporate expenses increased by ~~$7.8~~$5.4 million to ~~$62.3~~$67.6 million ~~for the third quarter of 2021,~~in 2022, from ~~$54.4~~$62.2 million ~~for the comparable period~~ in ~~2020, primarily driven by higher incentive compensation and personnel expenses.~~2021.

Nine Months Ended September 30, ~~2021~~2022 Compared to Nine Months Ended September 30, ~~2020~~2021

Net sales by geographic segment are summarized in the following table:

Nine Months Ended September 30,
(in millions, except for percentage changes)
Reported
Net Sales
2021
Adjust for Foreign Currency Translation
Constant-currency
Net Sales
2021(1)
Reported
Net Sales
2020
Reported
Net Sales
% Change
Constant-currency
Net Sales
% Change(1)
U.S. $ 1,298.2 $ — $ 1,298.2 $ 1,004.7 29% 29%
LAAP 292.7 (11.9) 280.8 260.9 12% 8%
EMEA 268.5 (9.6) 258.9 213.3 26% 21%
Canada 137.3 (8.7) 128.6 107.0 28% 20%
$ 1,996.7 $ (30.2) $ 1,966.5 $ 1,585.9 26% 24%
(1) Constant-currency net sales information is a non-GAAP financial measure, which 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 exchange rates that were in effect during the comparable period of the prior year.


	Nine Months Ended September 30,
(in millions, except for percentage changes)	Reported Net Sales 2022		Adjust for Foreign Currency Translation		Constant-currency Net Sales 2022 (1)		Reported Net Sales 2021		Reported Net Sales % Change	Constant-currency Net Sales % Change (1)
U.S.	$	1,521.4	$	—	$	1,521.4	$	1,298.2	17%	17%
LAAP	309.9		24.6		334.5		292.7		6%	14%
EMEA	305.8		24.6		330.4		268.5		14%	23%
Canada	157.5		3.8		161.3		137.3		15%	17%
	$	2,294.6	$	53.0	$	2,347.6	$	1,996.7	15%	18%

(1) Constant-currency net sales is a non-GAAP financial measure. See "Non-GAAP Financial Measure" above for further information.

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Operating income for each reportable ~~segments~~segment and unallocated corporate expenses are summarized in the following table:

Nine Months Ended September 30,
(in millions) 2021 2020 Change ($)
U.S. $ 320.8 $ 118.5 $ 202.3
LAAP 16.3 8.7 7.6
EMEA 47.8 19.0 28.8
Canada 29.7 15.1 14.6
Total segment operating income 414.6 161.3 253.3
Unallocated corporate expenses (175.7) (147.9) (27.8)
Operating income $ 238.9 $ 13.4 $ 225.5


	Nine Months Ended September 30,
(in millions)	2022		2021		Change
U.S.	$	325.8	$	320.8	$	5.0
LAAP	21.7		16.3		5.4
EMEA	51.0		47.8		3.2
Canada	31.9		29.7		2.2
Total segment operating income	430.4		414.6		15.8
Unallocated corporate expenses	(192.7)		(175.7)		(17.0)
Operating income	$	237.7	$	238.9	$	(1.2)

~~U.S.~~

U.S. operating income increased ~~$202.3~~$5.0 million to ~~$320.8~~$325.8 million, or ~~24.7%~~21.4% of net sales, for the nine months ended September 30, ~~2021~~2022 from ~~$118.5~~$320.8 million, or, ~~11.8%~~24.7% of net sales, for the comparable period in ~~2020.~~2021. The increase was driven primarily by increased net sales, ~~combined with increased~~partially offset by decreased gross ~~margin, as well as a reduction in bad debt expense.~~margin. U.S. net sales increased ~~$293.5~~$223.2 million, or ~~29%~~17%, for the nine months ended September 30, ~~2021~~2022, compared to the same period in ~~2020,~~2021. U.S. net sales increased across all channels, product categories and brands, led by increased net sales for our Columbia and SOREL brands. Increased U.S. wholesale net sales were driven by increased consumer demand and shipment of higher Spring 2022 and Fall 2022 orders compared to shipment of 2021 season orders. U.S. DTC net sales increased from net sales growth generated from our retail stores and e-commerce business. As of September 30, 2022, our U.S. business operated 148 retail stores, compared to 138 stores as of September 30, 2021. SG&A expenses increased as a percentage of net sales to 28.7% for the nine months ended September 30, 2022 compared to 28.2% for the same period in 2021.

LAAP

LAAP operating income increased $5.4 million to $21.7 million, or 7.0% of net sales, for the nine months ended September 30, 2022 from $16.3 million, or 5.6% of net sales, for the comparable period in 2021. The increase was driven primarily by increased net sales. LAAP net sales increased $17.2 million, or 6% (14% constant-currency), for the nine months ended September 30, 2022, compared to the same period in 2021, primarily in our LAAP distributor business and, to a lesser extent, our Japan and Korea businesses. This increase was primarily driven by earlier shipment of higher Fall 2022 orders compared to shipment of Fall 2021 orders and higher consumer demand as we lapped prior year provincial mandated restrictions to prevent the spread of COVID-19. These increases were offset by unfavorable impacts from changes in foreign currency rates and government efforts to control the spread of COVID-19 in China the second quarter of 2022. LAAP SG&A expense decreased as a percentage of net sales to 47.9% for the nine months ended September 30, 2022 compared to 50.3% for the same period in 2021.

EMEA

EMEA operating income increased $3.2 million to $51.0 million, or 16.7% of net sales, for the nine months ended September 30, 2022 from $47.8 million, or 17.8% of net sales, for the comparable period in 2021. The increase was driven primarily by increased net sales. EMEA net sales increased $37.3 million, or 14% (increased 23% constant-currency), for the nine months ended September 30, 2022, compared to the same period in 2021, driven by increased net sales in our ~~U.S. DTC retail stores, wholesale~~Europe-direct and EMEA distributor businesses. Europe-direct net sales increased primarily due to ~~a lesser extent, DTC e-commerce businesses. The reduction~~higher consumer demand, partially offset by unfavorable impacts from changes in ~~bad debt reserves reflected the continued recovery~~foreign currency rates. EMEA distributor net sales increased primarily due to higher shipments of ~~the market and a healthier wholesale customer base.~~Fall 2022 orders compared to shipment of Fall 2021 orders. EMEA SG&A expenses decreased as a percentage of net sales to ~~28.2%~~26.4% for the nine months ended September 30, ~~2021~~2022 compared to ~~37.3% for the comparable period~~26.6% in ~~2020, primarily driven by leveraging of fixed operating expenses, a reduction in bad debt expense, and the non-recurrence of prior year COVID-19 related expenses.~~2021.

~~LAAP~~

~~LAAP~~Canada

Canada operating income increased ~~$7.6~~$2.2 million to ~~$16.3~~$31.9 million, or ~~5.6%~~20.3% of net sales, for the nine months ended September 30, ~~2021~~2022 from $8.7 million, or 3.3% of net sales, for the comparable period in 2020. The increase was driven primarily by increased net sales combined with increased gross margin. LAAP net sales increased $31.8 million, or 12% (8% constant-currency) for the nine months ended September 30, 2021 compared to the same period in 2020, primarily driven by increased net sales in our China business and to a lesser extent our Korea and Japan businesses, partially offset by decreased net sales in our LAAP

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distributor businesses. LAAP SG&A expense increased as a percentage of net sales to 50.3% for the nine months ended September 30, 2021 compared to 48.5% for the comparable period in 2020, primarily driven by increased investment in demand creation and the non-recurrence of prior year COVID-19 government subsidies received.

~~EMEA~~

EMEA operating income increased $28.8 million to $47.8 million, or 17.8% of net sales, for the nine months ended September 30, 2021 from $19.0 million, or 8.9% of net sales, for the comparable period in 2020. The increase was driven primarily by increased net sales combined with increased gross margin. EMEA net sales increased $55.2 million to $268.5 million, or 26% (21% constant-currency), for the nine months ended September 30, 2021 compared to the same period in 2020. EMEA net sales increased in both our Europe-direct and EMEA distributors businesses. SG&A expense decreased as a percentage of net sales to 26.6% for the nine months ended September 30, 2021 compared to 33.6% for the same period in 2020 driven by leveraging of fixed operating expenses, the non-recurrence of prior year COVID-19 related expenses and lower reserve provisions for bad debt.

~~Canada~~

~~Canada operating income increased $14.6 million to~~ $29.7 million, or 21.6% of net sales, for the ~~nine months ended September 30, 2021 from $15.1 million, or 14.2% of net sales, for the~~ comparable period in ~~2020.~~2021. The increase primarily resulted from increased net ~~sales combined with increased gross margin.~~sales. Canada net sales increased ~~$30.3~~$20.2 million, or ~~28% (20%~~15% (17% constant-currency), for the nine months ended September 30, ~~2021~~2022, compared to the same period in ~~2020.~~2021, primarily driven by increased net sales in our Canada DTC and wholesale businesses. Canada SG&A expense decreased as a percentage of net sales to ~~26.3%~~26.2% for the nine months ended September 30, ~~2021~~2022, compared to ~~32.6%~~26.3% for the ~~comparable~~same period in ~~2020, primarily driven by leveraging of fixed operating expenses, a reduction in bad debt expense and the non-recurrence of prior year COVID-19 government subsidies received.~~2021.

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Unallocated corporate expenses increased by ~~$27.8~~$17.0 million to ~~$175.7~~$192.7 million for the nine months ended September 30, ~~2021,~~2022 from ~~$148.0~~$175.7 million for the ~~comparable~~same period in ~~2020, primarily~~2021, largely driven by higher personnel expenses and technology related expenses, partially offset by lower incentive ~~compensation and personnel expenses.~~compensation.

~~Liquidity~~LIQUIDITY AND CAPITAL RESOURCES

Including cash, cash equivalents, short-term investments and ~~Capital Resources~~

Atavailable committed credit lines, we had approximately $665 million in total liquidity as of September 30, ~~2021, we had total cash and cash equivalents of $599.5 million, compared to $790.7 million at December 31, 2020 and $313.4 million at September 30, 2020.~~

2022. Our primary ongoing cash needs are for working capital and capital expenditures, including investment in our DTC operations, including new stores, and investment in digital and supply chain capabilities to support our strategic priorities. We have planned 2021 capital expenditures of approximately $45 million to $50 million. Our actual 2021 capital expendituresliquidity may differ from the planned amounts depending on factors such as the timing of new store acquisitions and related construction as well as the availability of capital assets from suppliers. We expect to meet our cash needs for the next twelve months with cash flows from operations.

~~Our business is~~be affected by the general seasonal trends common to the industry. Our products are marketed on a seasonal basis and our sales are weighted substantially toward the third and fourth quarters, while our operating costs are more equally distributed throughout the year. Our cash and cash equivalents and short-term investments balances generally are at their lowest level atjust prior to the ~~end~~start of the ~~third quarter~~U.S. holiday season and increase during the fourth quarter from collection of wholesale business receivables and fourth quarter DTC sales. This trough cash position is impacted by the amount of product we order from our contract manufacturers in anticipation of customer demand and is more heavily impacted in advance of periods of expected high demand.

~~Short-term borrowings and credit lines~~

Refer to Note 4 in Item 1 of this quarterly report for additional information regarding our lines of credit and overdraft facilities in place. At September 30, 2021, we had a $500.0 million committed revolving line of credit available domestically under our credit agreement and, internationally, our subsidiaries had approximately $118.0 million in committed and uncommitted lines of credit and overdraft facilities in place, some of which were guaranteed by Columbia Sportswear Company. At September 30, 2021, 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 borrowing under the domestic credit agreement.

Cash ~~flow activities~~Flow Activities

~~Net~~

Cash flows are summarized in the following table:


	Nine Months Ended September 30,
(in millions)	2022		2021		Change


Net cash provided by (used in):
Operating activities	$	(328.1)	$	(15.6)	$	(312.5)
Investing activities	88.5		(19.2)		107.7
Financing activities	(339.7)		(151.4)		(188.3)
Net effect of exchange rate changes on cash	(24.9)		(5.0)		(19.9)
Net decrease in cash and cash equivalents	$	(604.2)	$	(191.2)	$	(413.0)

The change in cash flows used in operating activities was ~~$15.6 million for the nine months ended September 30, 2021 compared to net cash used in operating activities of $198.0 million for the comparable period in 2020. The change in operating cash flow was~~ driven by a ~~$113.4~~$324.6 million increase ~~in operating cash flow provided by net income and non-cash adjustments, and a $68.9 million decrease~~ in cash used in changes in assets and ~~liabilities.~~liabilities, partially offset by a $12.1 million increase in cash provided by net income and non-cash adjustments. The most significant comparative changes included ~~Accounts receivable~~Inventories, net, , ~~Prepaid expenses~~ and ~~other current assets~~,to a lesser extent, Accounts ~~payable~~receivable, net,Accrued liabilities, ~~and~~ ~~Operating lease assets~~ and ~~liabilities~~ Accounts payable. The $269.4 million increase in cash used byin ~~Accounts receivable~~Inventories, net was driven by an increase in inventory purchases in anticipation of sales growth, temporary store closures due to government efforts to control the spread of COVID-19 in China and supply chain disruptions, resulting in higher ~~wholesale net sales, partially offset by higher collections of accounts receivable in 2021.~~

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than initially planned order cancellations. The $84.8 million increase in cash used byin ~~Prepaid expenses and other current assets~~Accounts receivable, net was primarily driven by ~~changes~~growth in ~~US inventory prepayments and US prepaid income taxes.~~wholesale sales, partially offset by an increase in collections. The $43.2 million increase in cash ~~provided by~~used in ~~Accounts payable~~ primarily reflects the effects of higher receipts of inventory in the third quarter of 2021 compared to the third quarter of 2020 due to stronger customer demand and increased in-transit inventory. The increase in cash provided by A~~ccrued~~Accrued liabilities was primarily driven by changes in accruals for incentive ~~compensation, wholesale refund liabilities, and wholesale and retail sales return liabilities. The~~compensation. These amounts were partially offset by the $41.9 million increase in cash ~~used~~provided by ~~Operating lease assets and liabilities~~Accounts payable ~~includes~~primarily resulting from the ~~payment~~effects of ~~deferred rents.~~higher in-transit inventory.

Net cash ~~used in~~provided by investing activities was ~~$19.2~~$88.5 million for the nine months ended September 30, ~~2021~~2022, compared to net cash used in investing activities of ~~$23.6~~$19.2 million for the ~~comparable~~same period in ~~2020.~~2021. For the 2022 period, net cash provided by investing activities consisted of $131.0 million in net sales and maturities of short-term investments, partially offset by $42.5 million in cash used for capital expenditures. For the 2021 period, net cash used in investing activities ~~primarily~~ consisted of $20.4 million for capital expenditures, partially offset by $1.2 million in cash provided by sales and maturities of short-term investments. For the same period in 2020, net cash used in investing activities primarily consisted of $25.2 million for capital expenditures, partially offset by $1.6 million in net sales and maturities of short-term investments.

Net cash used in financing activities was ~~$151.4~~$339.7 million for the nine months ended September 30, ~~2021~~2022 compared to $151.4 million for the same period in 2021. For the 2022 period, net cash used in financing activities primarily consisted of ~~$152.3~~repurchases of common stock of $287.4 million ~~for the comparable period in 2020.~~and dividend payments to our shareholders of $56.6 million. For the 2021 period, net cash used in financing activities primarily consisted of repurchases of common stock of $118.6 million and dividend payments to our shareholders of $51.7 million, partially offset by net proceeds from the issuance of common stock related to ~~stock-based~~share-based compensation of ~~$24.3~~$18.6 million. ~~For~~

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Sources of Liquidity

Cash and cash equivalents and short-term investments

As of September 30, 2022, we had cash and cash equivalents of $159.2 million and short-term investments of $1.0 million, compared to $763.4 million and $131.1 million, respectively, as of December 31, 2021 and $599.5 million and $1.1 million, respectively, as of September 30, 2021.

Domestic Credit Facility

Refer to Note 4 in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding the ~~2020 period,~~domestic credit facility.

As of September 30, 2022, we had available an unsecured, committed revolving credit facility, which provides for borrowings up to $500.0 million. We were in compliance with all associated covenants and there was no balance outstanding under the facility.

In October 2022, we borrowed $25 million from the domestic credit facility. These borrowings accrue interest at a rate of 4.14% per annum. We plan to repay these borrowings in the fourth quarter of 2022.

International Credit Facility

As of September 30, 2022, our European subsidiary had available an unsecured, committed line of credit, which is guaranteed by the Company and provides for borrowings up to €4.4 million (approximately US$4.3 million). There was no balance outstanding under the facility.

Other Sources

As of September 30, 2022, collectively, our international subsidiaries had unsecured, uncommitted lines of credit, credit facilities and overdraft facilities, providing for borrowings up to approximately US$102.4 million. There was €4.5 million (approximately US$4.4 million) of borrowings outstanding under an overdraft facility utilized by our European subsidiary, which was guaranteed by the Company. These borrowings accrued interest at a rate of 3.75% per annum and were repaid in October 2022.

In October 2022, we borrowed €15.0 million (approximately US$15.0 million) from an unsecured, uncommitted credit facility utilized by our European subsidiary, which is guaranteed by the Company. These borrowings accrue interest at a rate of 2.10% per annum. We plan to repay these borrowings in the fourth quarter of 2022.

Capital Requirements

Our expected short-term and long-term cash needs are primarily for working capital and capital expenditures. We expect to meet these short-term and long-term cash needs primarily with cash flows from operations and, if needed, borrowings from our existing credit facilities. As our cash and cash equivalents and short-term investments balances are generally at their lowest levels just prior to the start of the U.S. holiday season, we borrowed $25 million from our domestic credit facility in October 2022 to meet our short-term cash needs prior to the fourth quarter cash collection of wholesale business receivables and fourth quarter DTC sales.

Our working capital management goals include maintaining an optimal level of inventory necessary to deliver goods on time to our customers and our retail stores to satisfy end consumer demand, alleviating manufacturing capacity constraints, and driving efficiencies to minimize the cycle time from the purchase of inventory from our suppliers to the collection of accounts receivable balances from our customers. Inventory balances may be elevated in advance of periods of expected high demand. We maintain and continue to make substantial investments in information systems, processes and personnel to support our ongoing demand planning efforts to meet our working capital management goals. As of September 30, 2022, our inventory balance increased to $1,056.9 million, compared to $645.4 million and $720.9 million as of December 31, 2021 and September 30, 2021, respectively. Late inventory receipts and slower consumer demand have resulted in greater than anticipated order cancellations and higher inventory levels. We believe older season inventories represent a manageable portion of our total inventory mix. To align inventory levels more closely with anticipated demand, we are adjusting future inventory purchases and utilizing our outlet stores to sell excess merchandise. We expect inventory to remain elevated for the next several quarters as we balance reducing inventory levels with maintaining profitability.

We have planned 2022 capital expenditures of approximately $80 to $90 million. This includes investments in our DTC operations, including new stores, and digital and supply chain capabilities to support our strategic priorities. Our actual capital expenditures may differ from the planned amounts depending on factors such as the timing of system implementations and new store openings and related construction as

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well as the availability of capital assets from suppliers.

Our long-term goal is to maintain a strong balance sheet and a disciplined approach to capital allocation. Dependent upon market conditions and our strategic priorities, our capital allocation approach includes:

•investing in organic growth opportunities to drive long-term profitable growth;

•returning at least 40% of free cash flow to shareholders through dividends and share repurchases; and

•considering opportunistic mergers and acquisitions.

Free cash flow is a non-GAAP financial measure. Free cash flow is calculated by reducing net cash ~~used in financing~~flow from operating activities ~~primarily consisted of repurchases of common stock of $132.9 million~~by capital expenditures. Management believes free cash flow provides investors with an important perspective on the cash available for shareholders and ~~dividend payments~~acquisitions after making the capital investments required to ~~our shareholders of $17.2 million.~~support ongoing business operations and long-term value creation. Free cash flow does not represent the residual cash flow available for discretionary expenditures since it excludes certain mandatory expenditures. Management uses free cash flow as a measure to assess both business performance and overall liquidity.

~~Contractual obligations~~

Other cash commitments

Our inventory purchase obligations ~~increased~~were $435.5 million as of September 30, 2022, compared to $656.5 million and $542.8 million atas of December 31, 2021 and September 30, 2021, ~~compared to $305.7 million at December 31, 2020.~~ respectively.

There have been no other ~~material~~significant changes to ~~the estimated contractual~~our other cash commitments ~~contained~~as described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~Critical Accounting Policies and Estimates~~CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis of our financial condition and results of operations are based on our unaudited 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, 2020~~sales reserves, allowance for uncollectible accounts receivable, excess, close-out and slow-moving inventory, impairment of long-lived assets, intangible assets and goodwill, and income taxes 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.~~policies and estimates. We base our ongoing estimates on historical experience and other assumptions that we believe to be reasonable in the circumstances. ~~Our~~Refer to Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information regarding our critical accounting policies ~~relate to revenue recognition; allowance for uncollectible accounts receivable; obsolescence reserves for excess, close-out~~ and ~~slow-moving inventory; impairment of long-lived assets, intangible assets and goodwill; and income taxes.~~estimates.

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.~~Quarterly Report on Form 10-Q. 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 disclosed in Note 1 in Item 1 of this quarterly report, pertaining to our adoption of new accounting pronouncements, there~~

There have been no significant changes to the Company's significant accounting policies as described at Note 2 in ~~the Company's~~Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~Recent Accounting Pronouncements~~RECENT ACCOUNTING PRONOUNCEMENTS

~~None.~~

Refer to Note 1 in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~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, ~~2020.~~2021.

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ITEM 4.			CONTROLS AND PROCEDURES

~~Item 4.~~

EVALUATION OF DISCLOSURE 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 pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report. These disclosure controls and procedures require information to be disclosed in our Exchange Act reports to be (1) recorded, processed, summarized, and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer.

Based on our evaluation, we, including our Chief Executive Officer and Chief Financial Officer, have concluded that as of September 30, 2022 our disclosure controls and procedures ~~were~~are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as ~~of the end of the period covered by this quarterly report.~~appropriate, to allow timely decisions regarding required disclosure.

~~Changes in Internal Control Over Financial Reporting~~

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in our internal control over financial reporting that occurred during the quarter ended September 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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~~PART II—~~


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PART II — OTHER INFORMATION

~~Item 1.~~


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 condition, results of operations or cash flows.

~~Item 1A.~~


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, ~~2020.~~2021.

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.

•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~~operational 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. Our results may be negatively impacted if management is not able to adjust expenses in a timely manner in response to unfavorable weather conditions and the resulting impact on consumer and customer demand. The ~~extent to~~

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magnitude by which global weather patterns trend warmer will ~~determine~~influence the ~~magnitude by~~extent to which consumer and customer demand for our outerwear products will be negatively affected.

•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

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adverse effect on our DTC operations and the financial health of certain of our wholesale customers, some of whom may reduce their brick and mortar store fleet, file for protection under bankruptcy laws, restructure, or cease operations. These related business impacts have already occurred at certain of our wholesale customers. We face increased risk of order reduction and cancellation when dealing with financially ailing wholesale customers. We also extend credit to our wholesale customers based on an assessment of the wholesale customer's financial condition, generally without requiring collateral. We may choose (and have chosen in the past) to limit our credit risk by reducing our level of business with wholesale customers experiencing financial difficulties and may not be able to replace those revenues with other customers or through our DTC businesses within a reasonable period or at all.

•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, an 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 place the majority of our orders for products with our contract manufacturers for our wholesale customers based on these advance orders. We consider the timing of delivery dates in our wholesale customer orders when we forecast our sales and earnings for future periods. If any of our major wholesale customers experience a significant downturn in business or fail to remain committed to our products or brands, or if we are unable to deliver products to our wholesale customer in the agreed upon manner or reach mutually agreeable accommodations, these customers could postpone, reduce, cancel, or discontinue purchases from us, including after we have begun production on any ~~order.~~order, or seek to impose chargebacks.

Our Inability to Accurately Predict Consumer and/or Customer Demand for Our Products Could Lead to a Build-up of Inventory or a Lack of Inventory and Affect Our Gross Margin.

We 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. These risks are heightened during periods of macroeconomic and geopolitical volatility (as we are currently experiencing).

Our failure to accurately forecast consumer and/or customer demand could result in inventory levels in excess of demand (as currently is the case), 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 or ~~third party~~third-party logistics providers are unable to supply or deliver products when we need them, we may experience inventory shortages, which may prevent us from

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fulfilling product orders resulting in lost sales, delay shipments of product, negatively affect our wholesale customer and consumer relationships, result in increased costs to expedite production and delivery, ~~and~~or diminish our ability to build brand loyalty.

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WE ARE SUBJECT TO VARIOUS RISKS IN OUR SUPPLY CHAIN.

Our Reliance on Contract Manufacturers, Including Our Ability to Enter Into Purchase Order Commitments with Them and Maintain Quality Standards of Our Products and Standards of Manufacturing Processes at Contract Manufacturers, May Result in Lost Sales and Impact our Gross Margin and Results of Operations.

Our products are manufactured by contract manufacturers worldwide, primarily in the Asia Pacific region. Although we enter into purchase order commitments with these contract manufacturers each season, we generally do not maintain long-term manufacturing commitments with them, and various factors could interfere with our ability to source our products. Without long-term commitments, there is no assurance that we will be able to secure adequate or timely production capacity and our competitors may obtain production capacities that effectively limit or eliminate the availability of our contract manufacturers. If we are unable to obtain necessary production capacities, we may be unable to meet consumer demand, resulting in lost ~~sales.~~sales, as has recently occurred.

In addition, contract manufacturers may fail to perform as expected. If a contract manufacturer fails to ship orders in a timely manner, we could experience supply disruptions that result in missed delivery deadlines, which may cause our customers to cancel their orders, refuse to accept deliveries or demand a reduction in purchase price or cause us to incur additional freight costs.

Reliance on contract manufacturers also creates quality control risks. Contract manufacturers may need to use sub-contracted manufacturers to fulfill our orders, which could result in compromised quality of our products. A failure in our quality control program, or a failure of our contract manufacturers or their subcontractors to meet our quality control standards, may result in diminished product quality, which in turn could result in increased order cancellations, price concessions, product returns, decreased consumer and customer demand for our products, non-compliance with our product standards or regulatory requirements, or product recalls or other regulatory actions.

We impose standards of manufacturing practices on our contract manufacturers for the benefit of workers and require compliance with our restricted substances list and product safety and other applicable laws, including environmental, health and safety and forced labor laws. We also require that our contract manufacturers impose these practices, standards and laws on their subcontractors. If a contract manufacturer or subcontractor violates labor or other laws or engages in practices that are not generally accepted as safe or ethical, we may experience production disruptions, lost sales or significant negative publicity that could result in long-term damage to our reputation. In some circumstances, parties may assert that we are liable for our contract manufacturers' or subcontractors' labor and operational practices, which could have a material adverse effect on our brand image, results of operations and our financial condition.

Volatility in the Availability of and Prices for ~~Commodities and~~ Raw Materials We Use in Our Products Could Have a Material Adverse Effect on Our Revenues, Costs, Gross Margins and Profitability.

Our products are derived from raw materials that are subject to ~~the prices in the market.~~both disruptions to supply availability and price volatility. If there ~~is a volatility in the availability and prices~~are supply disruptions or price increases for ~~commodities and~~ raw materials we use in our products (as is currently the case) and we are unable to obtain sufficient raw materials to meet production needs or offset ~~such~~ rising costs by ~~pricing actions~~increasing the price of our products or achieving efficiency improvements, we could experience ~~pressure on~~negative impacts to our ~~gross margins~~sales and profitability.

For Certain Materials We Depend on a Limited Number of Suppliers, Which May Cause Increased Costs or Production Delays.

~~Some~~

As an innovative company, some of ~~the~~our materials ~~that~~ are ~~used in our products~~highly technical and/or proprietary and 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 Third-Party Logistics Providers and Our and Third-Party Distribution Facilities.

The majority of our products are manufactured outside of our principal sales markets, which requires these products to be consolidated and transported, sometimes over large geographical distances. A small number of third-party logistics providers currently consolidate, deconsolidate and/or transload almost all of our products. Any disruption in the operations of these providers or changes to the costs they charge, due to capacity constraints, or volatile fuel prices or otherwise, could materially impact our sales and profitability. A prolonged disruption

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in the operations of these providers could also require us to seek alternative distribution arrangements, which may not be available on attractive terms and could lead to delays in distribution of products, either of which could have a significant and material adverse effect on our business, results of operations and financial condition.

In addition, the ability to move products over larger geographical distances could be ~~(as is currently the case)~~ constrained by ocean, air and trucking cargo capacity, or disrupted by limitations at ports or borders. These constraints and disruptions could hinder our ability to satisfy demand through our wholesale

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and DTC businesses, and we may miss delivery deadlines, which may cause our customers to cancel their orders, refuse to accept deliveries or demand a reduction in purchase price. In addition, increases in distribution costs, including but not limited to ~~trucking and~~ freight costs, could ~~(as is currently the case)~~ adversely affect our costs, which we ~~may or~~ may not be able to offset through price increases or decreased promotions.

We receive our products from third-party logistics providers at our owned distribution centers in the 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.

We also receive and distribute our products through third-party operated distribution facilities internationally and domestically. We depend on these third-parties to manage the operation of their distribution facilities as necessary to meet our business needs. If the third-parties fail to manage these responsibilities, our international and domestic distribution operations could face significant disruptions.

Our ability to meet consumer and customer expectations, manage inventory, complete sales, and achieve our objectives for operating efficiencies depends on the proper operation of our existing distribution facilities, as well as the facilities of third-parties, the development or expansion of additional distribution capabilities and services, and the timely performance of services by third-parties, including those involved in moving products to and from our distribution facilities and facilities operated by third-parties. The uneven flow of inventory receipts during peak times at our distribution centers may cause us to miss delivery deadlines, as we work through inventory, which in turn may cause our customers to cancel their orders, refuse to accept deliveries or demand a reduction in purchase price.

OUR INVESTMENT IN STRATEGIC PRIORITIES EXPOSES US TO CERTAIN RISKS

We May Be Unable to Execute Our Strategic Priorities, Which Could Limit Our Ability to Invest in and Grow Our Business.

Our strategic priorities are to drive brand awareness and sales growth through increased, focused demand creation investments, enhance consumer experience and digital capabilities in all of our channels and geographies, expand and improve global DTC operations with supporting processes and systems and invest in our people and optimize our organization across our portfolio of brands.

To implement our strategic priorities, we must continue to, among other things, modify and fund various aspects of our business, effectively prioritize our initiatives and execute effective change management. These efforts, coupled with a continuous focus on expense discipline, may place strain on internal resources, and we may have operating difficulties as a result.

Our strategic priorities also generally involve increased expenditures, which could cause our profitability or operating margin to decline if we are unable to offset our increased spending with increased sales or gross profit or comparable reductions in other operating costs. This could result in a decision to delay, modify, or terminate certain initiatives related to our strategic priorities.

Initiatives to Upgrade Our Business Processes and Information Technology Systems to Optimize Our Operational and Financial Performance Involve Many Risks Which Could Result in, Among Other Things, Business Interruptions, Higher Costs and Lost Profits.

We regularly implement business process improvement and information technology initiatives intended to optimize our operational and financial performance. Transitioning to these new or upgraded processes and systems requires significant capital investments and personnel resources. Implementation is also highly dependent on the coordination of numerous employees, contractors and software and system providers. The interdependence of these processes and systems is a significant risk to the successful completion and continued refinement of these initiatives, and the failure of any aspect could have a material adverse effect on the functionality of our overall business. We may also experience difficulties in implementing or operating our new or upgraded business processes or information technology systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits.

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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~~

We continue to make ~~significant~~ investments in our ~~e-commerce platforms,~~digital capabilities and our ~~global retail platforms and information technology system upgrades~~DTC operations, including new stores. (See “Initiatives to Upgrade Our Business Processes and Information Technology Systems to Optimize Our Operational and Financial Performance Involve Many Risks Which Could Result in, Among Other Things, Business Interruptions, Higher Costs and Lost Profits”). Since many of the costs of our DTC operations are fixed, we may be unable to reduce expenses in order to avoid losses or negative cash flows if we have insufficient sales, including as a result of restrictions on operations. We may not be able to exit DTC brick and mortar locations and related leases at all or without significant cost or loss, renegotiate the terms thereof, or effectively manage the profitability of our existing brick and mortar stores. In addition, obtaining real estate and effectively renewing real estate

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leases for our DTC brick and mortar operations is subject to the real estate market and we may not be able to secure adequate new locations or successfully renew leases for existing locations.

WE ARE SUBJECT TO CERTAIN INFORMATION TECHNOLOGY RISKS

We Rely on Information Technology Systems, including Third-Party Cloud-based Solutions, and Any Failure of These Systems May Result in Disruptions or Outages in Our E-Commerce and In-Store Retail Platforms, Loss of Processing Capabilities, and/or Loss of Data, Any of Which May Have a Material Adverse Effect on Our Financial Condition, Results of Operations or Cash Flow.

Our reputation and ability to attract, retain and serve consumers and customers is dependent upon the reliable performance of our underlying ~~technical~~technology infrastructure and external service providers, including third-party cloud-based solutions. These systems are vulnerable to damage or interruption and we have experienced interruptions in the past. We rely on cloud-based solutions furnished by third-parties primarily to allocate resources, pay vendors, collect from customers, process transactions, develop demand and supply plans, manage product design, production, transportation, and distribution, forecast and report operating results, meet regulatory requirements and administer employee payroll and benefits, among other functions. In addition, our DTC operations, both in-store and online, rely on cloud-based solutions to process transactions. We have also designed a significant portion of our software and computer systems to utilize data processing and storage capabilities from third-party cloud solution providers. Both our on-premises and cloud-based infrastructure may be susceptible to outages due to any number of reasons, including, human error, fire, floods, power loss, telecommunications failures, terrorist attacks and similar events. Despite the implementation of security measures that we believe to be reasonable, both our on-premises and our cloud-based infrastructure may also be vulnerable to hacking, computer viruses, the installation of malware and similar disruptions either by third-parties or employees, which may result in outages. We do not have redundancy for all of our systems and our disaster recovery planning may not account for all eventualities. If we or our existing third-party cloud-based solution providers experience interruptions in service regularly or for a prolonged basis, or other similar issues, our business ~~would~~could be seriously harmed and, in some instances, our consumers and customers may not be able to purchase our products, which could significantly and negatively affect our sales. 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~~may cause us to incur significant time and expense.

If we and/or our cloud-based solution providers are not successful in preventing or effectively responding to outages and cyberattacks, our financial condition, results of operations and cash flow could be materially and adversely affected.

A Security Breach of Our or Our Third-Parties' Systems, Exposure of Personal or Confidential Information or Increased Government Regulation Relating to Handling of Personal Data, Could, Among Other Things, Disrupt Our Operations or Cause Us to Incur Substantial Costs or Negatively Affect Our Reputation.

We and many of our third-party vendors manage and maintain various types of proprietary information and sensitive and confidential data relating to our business, such as personally identifiable information of our consumers, our customers, our employees, and our business partners, as well as credit card information in certain instances. Unauthorized parties may attempt to gain access to these systems or information through fraud or other means of deceiving our employees or third-party service providers. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly changing and evolving, and may be difficult to anticipate or detect for long periods of time. The ever-evolving threats mean we and our third-parties must continually evaluate and adapt our systems and processes, and there is no guarantee that these efforts will be adequate to safeguard against all data security breaches or misuses of data. 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. Any ~~future~~ breaches of our or our 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. While we maintain cyber liability insurance policies for coverage in the event of a cybersecurity incident, we cannot be certain that our existing coverage will continue to be available on acceptable terms or will be available, and in

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sufficient amount, to cover the potentially significant losses that could result from a cybersecurity incident or that the insurer will not deny coverage as to any future ~~claim.~~claims.

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,~~Non-U.S. data privacy and data security laws, various U.S. federal and state laws and other information privacy and security standards may be applicable to us. Significant legislative, judicial or regulatory changes have been and could be issued in the ~~European Union's General Data Protection Regulation, which became effective in May 2018, and more recently, the California Consumer Privacy Act, which went into effect in January 2020, required~~future. As new requirements are issued, new processes must be implemented to ensure ~~compliance and now require the continued refinement of such~~compliance. In addition, previously implemented processes ~~as the regulations~~

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~~evolve, which~~must be continually refined. This work is accomplished through significant efforts by our employees. The diverted attention of these employees may impact our operations and there may be additional costs incurred by us for third-party resources to advise on the constantly changing landscape. Limitations on the use of data may also impact our future business strategies. Additionally, violations of these requirements could result in significant penalties or litigation from consumers.

In June 2021, the European Commission finalized recommendations in relation to cross border data transfers and published new versions of the Standard Contractual Clauses. The new requirements may cause us to incur costs and expenses in order to comply and may impact the transfer of personal data throughout the Company and to third parties.

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.

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Certain of Our Products Are Subject to Product Regulations and/or Carry Warranties, Which May Cause an Increase to Our Expenses in the Event of Non-Compliance and/or Warranty Claims.

Our products are subject to increasingly stringent and complex domestic and foreign product labeling, ~~and~~ performance, environmental and safety standards, laws and other ~~regulations.~~regulations (such as those that will soon impact textiles containing certain polyfluoroalkyl substances). 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 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

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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 and 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 applicable revisions to the United States tax code, and state tax implications as a result of the TCJA, the CARES Act, and other recent legislation may cause actual amounts to differ from our provisional estimates. ~~Proposals~~In addition, proposals to reform U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are taxed on foreign earnings and could increase the U.S. corporate tax rate. Although we cannot predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law, could have an adverse impact on our effective tax rate, income tax expense and cash flows.

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. 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 burden of complying with, and unexpected changes to, foreign and domestic laws and regulations, such as anti-corruption and forced labor regulations and sanctions regimes, climate-change regulations, the effects of fiscal 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 we contract to manufacture, source raw materials or sell products. Our ability to sell products in certain markets, demand for our products in certain markets, our ability to collect accounts receivable, our contract manufacturers' ability to procure raw materials or manufacture products, distribution and logistics providers' ability to operate, our ability to operate brick and mortar stores, our workforce, and our cost of doing business (including the cost of freight and logistics) may be impacted by these events should they ~~occur.~~occur and

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laws and regulations. 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, they could cause a substantial disruption to our business and have a material adverse effect on our financial condition, results of operations and cash flows. Historically, this risk was also heightened in Russia, where our largest international distributor was located. However, following Russia's invasion of Ukraine, we paused all new orders with our Russia-based third-party international distributor for the Russia region. In 2021, the Russia-based distributor accounted for $66.6 million in revenue.

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, 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 into the U.S., which could materially impact sales.

In connection with the United Kingdom's ~~recent~~ exit from the European Union (commonly referred to as "Brexit"), on December 24, 2020, the European Union ("E.U.") and the United Kingdom ("U.K.") reached an agreement, ~~on a new trade agreement that became effective on January 1, 2021. However, as part~~the E.U.-U.K. Trade and Cooperation Agreement, to govern aspects of the ~~agreement, there will be a new series~~relationship of ~~customs~~the E.U. and ~~regulatory checks, and as~~U.K. following Brexit. As a result ~~we anticipate increased shipping costs and near-term delays. The full effects~~ of ~~Brexit and the impact from the trade agreement and other formal agreements~~no longer having "free circulation" between the U.K. and ~~European Union that~~the E.U., we have incurred additional duties. These additional costs may ~~impact us remain uncertain and could lead to additional cost, delays and volatility~~be mitigated in ~~currency exchange rates, as well as create legal and global economic uncertainty.~~the future.

Fluctuations in Inflation and Currency Exchange Rates Could Result in Lower Revenues, Higher Costs and/or Decreased Margins and Earnings.

We derive a significant portion of our sales from markets outside the 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 are denominated in

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United States dollars, including purchases by our foreign entities. These purchase and sale transactions expose us to the volatility of global economic conditions, including fluctuations in inflation and foreign currency exchange rates. Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses could be and have been affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into 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 wholesale customers (including international distributors), where, in order to facilitate solicitation of advance orders for the spring and fall seasons, we establish local-currency-denominated wholesale and retail price lists in each of our foreign entities approximately six to nine months prior to United States dollar-denominated seasonal inventory purchases. As a result, our consolidated results are directly exposed to transactional foreign currency exchange risk ~~to the extent that~~and have been and could be further impacted by the United States dollar ~~strengthens~~strengthening during the six to nine months between when we ~~establish~~established 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 increase prices for our products, which may make our products less price-competitive in those markets. In addition, in order to make purchases and pay us on a timely basis, our international distributors must exchange sufficient quantities of their functional currency for 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~~may not and, in the current environment, have not fully ~~mitigating~~mitigated 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 and has been indirectly affected when adverse fluctuations cause a manufacturer to raise the prices of goods it produces for us, disrupt the manufacturer's ability to purchase the necessary raw materials on a timely basis, or disrupt the manufacturer's ability to function as an ongoing business.

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WE ARE SUBJECT TO NUMEROUS OPERATIONAL RISKS

Our Ability to Manage Fixed Costs Across a Business That is Affected by Seasonality May Impact Our Profits.

Our business is affected by the general seasonal trends common to the outdoor industry. Our products are marketed on a seasonal basis and our annual net sales are weighted heavily toward the fall/winter season, while our operating expenses are more equally distributed throughout the year. As a result, often a majority of our operating profits are generated in the second half of the year. If we are unable to manage our fixed costs in the seasons where we experience lower net sales, our profits may be adversely impacted.

Labor Matters, Changes in Labor Laws and Our Ability to Meet Our Labor Needs May Reduce Our Revenues and Earnings.

Our business depends on our ability to source and distribute products in a timely manner. While a majority of our own operations are not subject to organized labor agreements, 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. Matters that may affect our workforce (including COVID-19 infections or the risk thereof) at contract manufacturers where our goods are produced, shipping ports, transportation carriers, retail stores, or distribution centers create risks for our business, particularly if these matters result in work shut-downs (with little to no notice), slowdowns, lockouts, strikes, limitations on the number of individuals able to work (e.g. social distancing) or other disruptions. The foregoing includes potential impacts to our business as a result of the International Longshore and Warehouse Union negotiations. Labor matters may have a material adverse effect on our business, potentially resulting in canceled orders by customers, inability to fulfill potential e-commerce demand, unanticipated inventory accumulation and reduced net sales and net income.

In addition, our ability to meet our labor needs at our distribution centers, retail stores, corporate headquarters, and regional subsidiaries, including our ability to find qualified employees while controlling wage and related labor costs, is generally subject to numerous external factors, including the availability of a sufficient number of qualified people in the work force of the markets in which our operations are located, unemployment levels within those markets, absenteeism, prevailing ~~and minimum~~ wage rates, changing demographics, parental responsibilities, health and other insurance costs, adoption of new or revised employment and labor laws and regulations,

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and fear of contracting COVID-19. ~~If we are unable to locate, attract or retain qualified employees or experience higher than normal absenteeism, our~~Our ability to source, distribute and sell products in a timely and cost-effective manner may be negatively ~~affected.~~affected to the extent we experience these factors. Our ability to comply with labor laws, including our ability to adapt to rapidly changing labor laws, as well as provide a safe working environment may increase our risk of litigation and cause us to incur additional costs. Such risks are heightened during the COVID-19 pandemic since medical uncertainty about the virus increases the risk that safety protocols in our owned or affiliated facilities will not be effective or not be perceived as effective, or that any virus-related illnesses will be linked or alleged to be linked to such facilities, whether accurate or not.

We May Incur Additional Expenses, Be Unable to Obtain Financing, or Be Unable to Meet Financial Covenants of Our Financing Agreements as a Result of Downturns in the Global Markets.

Our vendors, wholesale customers, licensees and other participants in our supply chain may require access to credit markets in order to do business. Credit market conditions may slow our collection efforts as our wholesale customers find it more difficult to obtain necessary financing, leading to higher than normal accounts receivable. This could result in greater expense associated with collection efforts and increased bad debt expense. Credit conditions and/or supply chain disruptions may impair our vendors' ability to finance the purchase of raw materials or general working capital needs to support our production requirements, resulting in a delay or non-receipt of inventory shipments during key seasons.

Historically, we have limited our reliance on debt to finance our working capital, capital expenditures and investing activity requirements. We expect to fund our future capital expenditures with existing cash, expected operating cash flows and credit facilities, but, if the need arises to finance additional expenditures, we may need to seek additional funding. Our ability to obtain additional financing will depend on many factors, including prevailing market conditions, our financial condition and our ability to negotiate favorable terms and conditions. Financing may not be available on terms that are acceptable or favorable to us, if at all.

Our credit agreements have various financial and other covenants. If an event of default were to occur, the lenders could, among other things, declare outstanding amounts due and payable. ~~In addition, if the financial markets~~If we were to ~~return to recessionary conditions, the ability of one or more of the banks participating in~~borrow under our credit ~~agreement~~agreements we would be subject to ~~honor their commitments thereunder could be impaired.~~market interest rates and may incur additional interest expense when borrowing in a high interest rate environment.

Acquisitions Are Subject to Many Risks.

From time to time, we may pursue growth through strategic acquisitions of assets or companies. Acquisitions are subject to many risks, including potential loss of significant customers or key personnel of the acquired business as a result of the change in ownership, difficulty integrating the operations of the acquired business or achieving targeted efficiencies, the incurrence of substantial costs and expenses related to the acquisition effort, and diversion of management's attention from other aspects of our business operations. ~~For example, we may face integration challenges as we continue to fully integrate the operations of our prAna subsidiary acquired in May 2014.~~

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Acquisitions may also cause us to incur debt or result in dilutive issuances of our equity securities. Our acquisitions may cause large one-time expenses or create goodwill or other intangible assets that could result in significant impairment charges in the future. 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. ~~In the fourth quarter of 2020, we incurred a prAna brand trademark impairment charge of $17.5 million.~~

We do not provide any assurance that we will be able to successfully integrate the operations of any acquired businesses into our operations or achieve the expected benefits of any acquisitions. The failure to successfully integrate newly acquired businesses or achieve the expected benefits of strategic acquisitions in the future could have an adverse effect on our financial condition, results of operations or cash flows. We may not complete a potential acquisition for a variety of reasons, but we may nonetheless incur material costs in the preliminary stages of evaluating and pursuing such an acquisition that we cannot recover.

Extreme Weather Conditions, Climate Change, and Natural Disasters Could Negatively Impact Our Operating Results and Financial Condition.

Extreme weather conditions in the areas in which our retail stores, suppliers, consumers, customers, distribution centers, headquarters and vendors are located could adversely affect our operating results and financial condition. Moreover, climate change and natural disasters such as 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 preferences and spending that may negatively impact our operating results and financial condition.

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An Outbreak of Disease or Similar Public Health Threat, 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, an 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, could have, and in the case of the COVID-19 pandemic has had and is expected to continue to have, an adverse impact on our business, financial condition and operating results, including in the form of lowered net sales and the delay of inventory production and fulfillment in impacted regions. 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 COVID-19 pandemic may (and in many cases, have):

•Cause disruptions in the supply chain, including the ability to produce and deliver product as expected (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~~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 Third-Party Logistics Providers and Our and Third-Party Distribution ~~Facilities, and Other Third-Party Logistics Providers”~~Facilities”);

•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");

•Restrict the operation of our retail store operations and our ability to meet consumer demand at our stores (see "Labor Matters, Changes in Labor Laws and Our Ability to Meet Our Labor Needs May Reduce Our Revenues and Earnings" and "We May Not Realize Returns on Our Fixed Cost Investments in Our DTC Business ~~Operations."~~Operations");

•Cause inflation and currency rate fluctuations (see “Fluctuations in Inflation and Currency Exchange Rates Could Result in Lower Revenues, Higher Costs and/or Decreased Margins and 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");

•Result in labor shortages, including as a result of any vaccine mandate or our return to work policies ("Labor Matters, Changes in Labor Laws and Our Ability to Meet Our Labor Needs May Reduce Our Revenues and Earnings");

•Increase reliance by 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");

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•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");

•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");

•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~~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 Business”);

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•Impair our ability to ship 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 Labor Laws and Our Ability to Meet Our Labor Needs May Reduce Our Revenues and Earnings”);

•Cause rapid changes to employment and tax law (see “Labor Matters, Changes in Labor Laws and ~~Other~~Our Ability to Meet Our Labor ~~Issues~~Needs May Reduce Our Revenues and Earnings”, and "We May Have Additional Tax Liabilities or Experience Increased Volatility in Our Effective Tax Rate");

•Impair our key personnel (see ~~"We~~“We Depend on Key ~~Personnel"~~Personnel”);

•Result in incremental costs from the adoption of preventative measures, including providing facial coverings and hand sanitizer, rearranging operations to follow social distancing protocols, conducting temperature checks and undertaking regular and thorough disinfecting of surfaces, and providing testing; and/or

•Cause any number of other disruptions to our business, the risks of which may be otherwise identified herein.

In addition, the impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Item 1A, any of which could have a material effect on us. The COVID-19 pandemic is ongoing, and its dynamic nature, including uncertainties relating to the duration of the pandemic, the return of consumer confidence and actions that may be taken by governmental authorities, landlords, our 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 operations will be affected.

Our Investment Securities May Be Adversely Affected by Market Conditions.

Our investment portfolio is subject to a number of risks and uncertainties. Changes in market conditions, such as those that accompany an economic downturn or economic uncertainty, may negatively affect the value and liquidity of our investment portfolio, perhaps significantly. Our ability to find diversified investments that are both safe and liquid and that provide a reasonable return may be impaired, potentially resulting in lower interest income, less diversification, longer investment maturities, or other-than-temporary impairments.

We Depend on Key Personnel.

Our future success will depend in part on our ability to attract, retain and develop key talent and to effectively manage succession. We face intense competition for these individuals worldwide, and there is a significant concentration of well-funded apparel and footwear competitors near our headquarters in Portland, Oregon. We may not be able to attract qualified new employees or retain existing employees, which may have a material adverse effect on our financial condition, results of operations or cash flows.

We License our Proprietary Rights to Third-Parties and Could Suffer Reputational Damage to Our Brands if We Fail to Choose Appropriate Licensees.

We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks or copyrighted material, to third-parties. We rely on our licensees to help preserve the value of our brands. Although we attempt to protect our brands through approval rights, we cannot completely control the use of our licensed brands by our licensees. The misuse of a brand by or negative publicity involving a licensee could have a material adverse effect on that brand and on us.

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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.

RISKS RELATED TO OUR SECURITIES

Our Common Stock Price May Be Volatile.

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.

Certain Shareholders Have Substantial Control Over Usus and Are Able to Influence Corporate Matters.

As of September 30, ~~2021, five~~2022, three related shareholders, ~~The Gertrude Boyle Trust, Sarah A. Bany,~~ Timothy P. Boyle, Joseph P. Boyle, and Molly E. Boyle, controlled just under 50% of our common stock outstanding. ~~Following Gertrude Boyle's death, Sarah A. Bany is~~

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~~serving as trustee of The 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 E. Boyle are able to exercise significant influence over all matters requiring shareholder approval. These holdings could be significantly diminished (and with them the related effective control percentage) ~~as a result of~~to satisfy any applicable estate or unrealized gains tax obligations of holders.

The Sale or Proposed Sale of a Substantial Number of Shares of Our Common Stock Could Cause the Market Price of Our Common Stock to Decline.

Shares held by ~~The Gertrude Boyle Trust, Sarah A. Bany,~~ Timothy P. Boyle, Joseph P. Boyle, and Molly E. Boyle, are available for resale, subject to the requirements of, and the rules under, the Securities Act of 1933 and the Securities Exchange Act of 1934. The sale or the prospect of the sale of a substantial number of these shares may have an adverse effect on the market price of our common stock.

We also may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, 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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~~Item 2.~~


Item 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES ~~AND USE OF PROCEEDS~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in millions)
July 1, 2021 through July 31, 2021 192,729 $ 97.94 192,729 $ 408.5
August 1, 2021 through August 31, 2021 291,598 $ 101.72 291,598 $ 378.8
September 1, 2021 through September 30, 2021 241,145 $ 98.71 241,145 $ 355.0
Total 725,472 $ 99.72 725,472 $ 355.0

Since the inception of ~~the Company's stock~~our share repurchase ~~plan,~~program in 2004 through September 30, 2022, our Board of Directors has authorized the repurchase of ~~$1.5~~$2.0 billion of our common ~~stock. As~~stock, including an approved increase in April 2022 of ~~September 30, 2021, we had repurchased 28.1 million shares under this program at an aggregate purchase price of $1,145.0 million, pursuant to a pre-established written plan.~~$500 million. Shares of our common stock may be purchased in the open market or through privately negotiated transactions, subject to market ~~conditions.~~conditions, and generally settle subsequent to the trade date. The repurchase program does not obligate us to acquire any specific number of shares or to acquire shares over any specified period of time. Under this program as of September 30, 2022, we had repurchased 31.7 million shares at an aggregate purchase price of $1,470.6 million, and had $529.4 million remaining available. The Company did not repurchase common stock during the three months ended September 30, 2022.

45COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 47

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ITEM 6.			EXHIBITS

~~Item 6.~~

(a) | ~~EXHIBITS~~See Exhibit Index below for a description of the documents that are filed as Exhibits to this quarterly report or incorporated herein by reference.

~~(a)~~


EXHIBIT INDEX

~~Exhibits~~


Exhibit No.		Exhibit Name
	3.1	Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000) (File No. 000-23939).
	3.1(a)	Amendment to Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002) (File No. 000-23939).
	3.1(b)	Second Amendment to Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018) (File No. 000-23939).
	3.2	2000 Restated Bylaws of Columbia Sportswear Company, as amended (incorporated by reference to exhibit 3.2 to the Company's Form 8-K filed on March 26, 2019) (File No. 000-23939).







































	10.1	Credit Agreement dated July 12, 2022, among Columbia Sportswear Company, JPMorgan Chase Bank, National Association, as the administrative agent for the lenders and as a lender, and the other lenders party thereto. (incorporated by reference to exhibit 10.1 to the Company's Form 8-K, filed on July 18, 2022) (File No. 000-23939).


	31.1	Rule 13a-14(a) Certification of Timothy P. Boyle, Chairman, President and Chief Executive Officer.
	31.2	Rule 13a-14(a) Certification of Jim A. Swanson, Executive Vice President and Chief Financial Officer.
	32.1	Section 1350 Certification of Timothy P. Boyle, Chairman, President and Chief Executive Officer.
	32.2	Section 1350 Certification of Jim A. Swanson, Executive Vice President and Chief Financial Officer.
	~~101~~101.INS	~~INS~~ XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL ~~document.~~document
	~~101~~101.SCH	~~SCH~~ XBRL Taxonomy Extension Schema Document
	~~101~~101.CAL	~~CAL~~ XBRL Taxonomy Extension Calculation Linkbase Document
	~~101~~101.DEF	~~DEF~~ XBRL Taxonomy Extension Definition Linkbase Document
	~~101~~101.LAB	~~LAB~~ XBRL Taxonomy Extension Label Linkbase Document
	~~101~~101.PRE	~~PRE~~ XBRL Taxonomy Extension Presentation Linkbase Document
	104	Cover Page Interactive Data File, ~~(formatted~~formatted as Inline XBRL and contained in Exhibit ~~101).~~101

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SIGNATURES

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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

Date:

November ~~4, 2021~~3, 2022

By:

/s/ JIM A. SWANSON

Jim A. Swanson

Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

47COLUMBIA SPORTSWEAR COMPANY | 2022 FORM 10-Q | 49


Oregon		93-0498284
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
14375 Northwest Science Park Drive, Portland Oregon 97229
	(Address of principal executive offices and zip code)
	(503) 985-4000
	(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	COLM	The NASDAQ Global Select Market


		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS








PART I—I — FINANCIAL INFORMATION
Item 1.	Financial Statements and Supplementary Data:	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Condensed Consolidated Statements of Equity (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3234
Item 4.	Controls and Procedures	3334
















PART ~~II—~~II — OTHER INFORMATION
Item 1.	Legal Proceedings	3435
Item 1A.	Risk Factors	3435
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4547
Item 6.	Exhibits	4648
	Signatures	4749



(in thousands)	September 30, 2022		December 31, 2021		September 30, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	159,221	$	763,404	$	599,479

Short-term investments	972		131,145		1,132
Accounts receivable, net of allowance of $5,822, $8,893 and $10,847, respectively	600,457		487,803		500,451

Inventories, net	1,056,905		645,379		720,865

Prepaid expenses and other current assets	142,055		86,306		98,146
Total current assets	1,959,610		2,114,037		1,920,073
Property, plant and equipment, net of accumulated depreciation of $608,522, $602,660 and $591,795, respectively	287,338		291,088		293,725

Operating lease right-of-use assets	328,893		330,928		344,876
Intangible assets, net	100,672		101,908		102,321
Goodwill	68,594		68,594		68,594
Deferred income taxes	76,899		92,121		92,493
Other non-current assets	68,146		68,452		67,277
Total assets	$	2,890,152	$	3,067,128	$	2,889,359
LIABILITIES AND EQUITY
Current Liabilities:
Short-term borrowings	$	4,441	$	—	$	—
Accounts payable	336,782		283,349		241,119
Accrued liabilities	279,226		316,485		273,590
Operating lease liabilities	65,866		67,429		67,055
Income taxes payable	10,341		13,127		8,955

Total current liabilities	696,656		680,390		590,719

Non-current operating lease liabilities	314,565		317,666		330,765
Income taxes payable	33,215		44,541		49,392
Deferred income taxes	—		—		1
Other long-term liabilities	30,913		35,279		38,165
Total liabilities	1,075,349		1,077,876		1,009,042
Commitments and contingencies (Note 5)
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; none issued and outstanding	—		—		—
Common stock (no par value); 250,000 shares authorized; 62,105, 65,164 and 65,501 issued and outstanding, respectively	5,803		—		—

Retained earnings	1,846,570		1,993,628		1,883,343
Accumulated other comprehensive income (loss)	(37,570)		(4,376)		(3,026)
Total shareholders' equity	1,814,803		1,989,252		1,880,317
Total liabilities and shareholders' equity	$	2,890,152	$	3,067,128	$	2,889,359


(in thousands)	September 30, 2021		December 31, 2020		September 30, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	599,479	$	790,725	$	313,429

Short-term investments	1,132		1,224		1,095
Accounts receivable, net of allowance of $10,847, $21,810, and $29,760, respectively	500,451		452,945		479,376
Inventories, net	720,865		556,530		771,724
Prepaid expenses and other current assets	98,146		54,197		82,175
Total current assets	1,920,073		1,855,621		1,647,799
Property, plant and equipment, at cost, net of accumulated depreciation of $591,795, $574,247, and $550,097, respectively	293,725		309,792		322,167
Operating lease right-of-use assets	344,876		339,244		351,277
Intangible assets, net	102,321		103,558		121,471
Goodwill	68,594		68,594		68,594
Deferred income taxes	92,493		96,126		77,055
Other non-current assets	67,277		63,636		63,951
Total assets	$	2,889,359	$	2,836,571	$	2,652,314
LIABILITIES AND EQUITY
Current Liabilities:

Accounts payable	241,119		206,697		164,332
Accrued liabilities	273,590		257,278		257,040
Operating lease liabilities	67,055		65,466		73,409
Income taxes payable	8,955		23,181		4,813
Total current liabilities	590,719		552,622		499,594
Non-current operating lease liabilities	330,765		353,181		337,108
Income taxes payable	49,392		49,922		49,195
Deferred income taxes	1		5,205		7,149
Other long-term liabilities	38,165		42,870		36,452
Total liabilities	1,009,042		1,003,800		929,498
Commitments and contingencies (Note 6)	0		0		0
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; none issued and outstanding	—		—		—
Common stock (no par value); 250,000 shares authorized; 65,501, 66,252, and 66,210, issued and outstanding, respectively	—		20,165		13,142
Retained earnings	1,883,343		1,811,800		1,716,044
Accumulated other comprehensive income (loss)	(3,026)		806		(6,370)
Total shareholders' equity	1,880,317		1,832,771		1,722,816
Total liabilities and shareholders' equity	$	2,889,359	$	2,836,571	$	2,652,314


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Net sales	$	955,059	$	804,706	$	2,294,632	$	1,996,682
Cost of sales	496,564		396,346		1,173,530		974,403
Gross profit	458,495		408,360		1,121,102		1,022,279
Selling, general and administrative expenses	318,957		280,121		899,301		796,276
Net licensing income	5,723		5,222		15,899		12,933
Operating income	145,261		133,461		237,700		238,936
Interest income, net	765		196		1,659		1,072
Other non-operating income (expense), net	(269)		201		(1,660)		(397)
Income before income tax	145,757		133,858		237,699		239,611
Income tax expense	(34,007)		(33,295)		(51,949)		(42,464)
Net income	$	111,750	$	100,563	$	185,750	$	197,147

Earnings per share:
Basic	$	1.80	$	1.53	$	2.95	$	2.98
Diluted	$	1.80	$	1.52	$	2.94	$	2.96
Weighted average shares outstanding:
Basic	62,098		65,862		62,967		66,182
Diluted	62,210		66,266		63,178		66,673


	Three Months Ended September 30, 2021
(in thousands, except per share amounts)	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Outstanding	Amount
BALANCE, JUNE 30, 2021	66,148	$	—	$	1,863,813	$	(2,156)	$	1,861,657
Net income	—	—		100,563		—		100,563
Other comprehensive income (loss):

Unrealized gains on derivative transactions, net	—	—		—		10,552		10,552
Foreign currency translation adjustment, net	—	—		—		(11,422)		(11,422)
Cash dividends ($0.26 per share)	—	—		(17,122)		—		(17,122)
Issuance of common stock related to stock-based compensation, net	79	3,767		—		—		3,767
Stock-based compensation expense	—	4,664		—		—		4,664
Repurchase of common stock	(726)	(8,431)		(63,911)		—		(72,342)
BALANCE, SEPTEMBER 30, 2021	65,501	$	—	$	1,883,343	$	(3,026)	$	1,880,317

	Three Months Ended September 30, 2020
(in thousands, except per share amounts)	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Outstanding	Amount
BALANCE, JUNE 30, 2020	66,148	$	5,396	$	1,653,293	$	(5,860)	$	1,652,829
Net income	—	—		62,751		—		62,751
Other comprehensive income (loss):

Unrealized 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, net	62	2,656		—		—		2,656
Stock-based compensation expense	—	5,090		—		—		5,090

BALANCE, SEPTEMBER 30, 2020	66,210	$	13,142	$	1,716,044	$	(6,370)	$	1,722,816


	Nine Months Ended September 30, 2021
(in thousands, except per share amounts)	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Outstanding	Amount
BALANCE, DECEMBER 31, 2020	66,252	$	20,165	$	1,811,800	$	806	$	1,832,771
Net income	—	—		197,147		—		197,147
Other comprehensive income (loss):

Unrealized gains on derivative transactions, net	—	—		—		15,564		15,564
Foreign currency translation adjustment, net	—	—		—		(19,396)		(19,396)
Cash dividends ($0.78 per share)	—	—		(51,662)		—		(51,662)
Issuance of common stock related to stock-based compensation, net	503	18,614		—		—		18,614
Stock-based compensation expense		14,487		—		—		14,487
Repurchase of common stock	(1,254)	(53,266)		(73,942)		—		(127,208)
BALANCE, SEPTEMBER 30, 2021	65,501	$	—	$	1,883,343	$	(3,026)	$	1,880,317

	Nine Months Ended September 30, 2020
(in thousands, except per share amounts)	Common Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares Outstanding	Amount
BALANCE, DECEMBER 31, 2019	67,561	$	4,937	$	1,848,935	$	(4,425)	$	1,849,447
Net income	—	—		12,257		—		12,257
Other comprehensive income (loss):

Unrealized 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, net	206	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, 2020	66,210	$	13,142	$	1,716,044	$	(6,370)	$	1,722,816


	Three Months Ended September 30, 2022
(in thousands)	U.S.		LAAP		EMEA		Canada		Total
Product category net sales
Apparel, Accessories and Equipment	$	473,066	$	84,769	$	112,817	$	55,690	$	726,342
Footwear	134,008		30,559		40,713		23,437		228,717
Total	$	607,074	$	115,328	$	153,530	$	79,127	$	955,059
Channel net sales
Wholesale	$	368,040	$	76,829	$	139,027	$	61,133	$	645,029
Direct-to-consumer	239,034		38,499		14,503		17,994		310,030
Total	$	607,074	$	115,328	$	153,530	$	79,127	$	955,059


		Nine Months Ended September 30, 2021											Nine Months Ended September 30, 2022
(in thousands)	(in thousands)	U.S.		LAAP		EMEA		Canada		Total		(in thousands)	U.S.		LAAP		EMEA		Canada		Total
Product category net sales	Product category net sales											Product category net sales
Apparel, Accessories and Equipment	Apparel, Accessories and Equipment	$	1,040,432	$	212,921	$	186,213	$	103,549	$	1,543,115	Apparel, Accessories and Equipment	$	1,206,886	$	225,073	$	213,628	$	115,016	$	1,760,603
Footwear	Footwear	257,781		79,785		82,276		33,725		453,567		Footwear	314,567		84,823		92,161		42,478		534,029
Total	Total	$	1,298,213	$	292,706	$	268,489	$	137,274	$	1,996,682	Total	$	1,521,453	$	309,896	$	305,789	$	157,494	$	2,294,632
Channel net sales	Channel net sales											Channel net sales
Wholesale	Wholesale	$	669,425	$	153,689	$	232,215	$	100,523	$	1,155,852	Wholesale	$	817,429	$	165,075	$	261,580	$	109,065	$	1,353,149
Direct-to-consumer	Direct-to-consumer	628,788		139,017		36,274		36,751		840,830		Direct-to-consumer	704,024		144,821		44,209		48,429		941,483
Total	Total	$	1,298,213	$	292,706	$	268,489	$	137,274	$	1,996,682	Total	$	1,521,453	$	309,896	$	305,789	$	157,494	$	2,294,632


(in thousands)	September 30, 2021		December 31, 2020		September 30, 2020
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	(14,198)		(14,198)		(14,198)
Customer relationships	(18,600)		(17,363)		(16,950)
Accumulated amortization	(32,798)		(31,561)		(31,148)
Net carrying amount	4,400		5,637		6,050
Intangible assets not subject to amortization	97,921		97,921		115,421
Intangible assets, net	$	102,321	$	103,558	$	121,471



(in thousands)	September 30, 2022		December 31, 2021		September 30, 2021
Intangible assets with definite lives:
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	(14,198)		(14,198)		(14,198)
Customer relationships	(20,249)		(19,013)		(18,600)
Accumulated amortization	(34,447)		(33,211)		(32,798)
Net carrying amount	2,751		3,987		4,400
Intangible assets with indefinite lives	97,921		97,921		97,921
Intangible assets, net	$	100,672	$	101,908	$	102,321


(in thousands)	Unrealized holding gains (losses) on derivative transactions		Foreign currency translation adjustments		Total
Balance at June 30, 2021	$	(4,357)	$	2,201	$	(2,156)
Other comprehensive income (loss) before reclassifications	8,170		(11,422)		(3,252)
Amounts reclassified from accumulated other comprehensive income (loss)(1)	2,382		—		2,382
Net other comprehensive income (loss) during the year	10,552		(11,422)		(870)
Balance at September 30, 2021	$	6,195	$	(9,221)	$	(3,026)


~~Item~~


TABLE OF CONTENTS


(in thousands)	Unrealized gains (losses) on derivative transactions		Foreign currency translation adjustments		Total
Balance as of June 30, 2022	$	23,631	$	(45,364)	$	(21,733)
Other comprehensive income (loss) before reclassifications	17,191		(30,058)		(12,867)
Amounts reclassified from accumulated other comprehensive income (loss) (1)	(2,970)		—		(2,970)
Net other comprehensive income (loss) during the year	14,221		(30,058)		(15,837)
Balance as of September 30, 2022	$	37,852	$	(75,422)	$	(37,570)


(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, 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 income (loss)(1)	—		(5,287)		—		(5,287)
Net other comprehensive income (loss) during the year	—		(11,685)		11,175		(510)
Balance at September 30, 2020	$	(4)	$	4,460	$	(10,826)	$	(6,370)


(in thousands)	Unrealized gains (losses) on available-for-sale securities		Unrealized gains (losses) on derivative transactions		Foreign currency translation adjustments		Total









Balance as of December 31, 2021	$	—��	$	9,914	$	(14,290)	$	(4,376)
Other comprehensive income (loss) before reclassifications	(451)		31,780		(61,132)		(29,803)
Amounts reclassified from accumulated other comprehensive income (loss) (1)	451		(3,842)		—		(3,391)
Net other comprehensive income (loss) during the year	—		27,938		(61,132)		(33,194)
Balance as of September 30, 2022	$	—	$	37,852	$	(75,422)	$	(37,570)


(in thousands)	Balance Sheet Classification	September 30, 2021		December 31, 2020		September 30, 2020
Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts	Prepaid expenses and other current assets	$	5,500	$	947	$	4,729
Currency forward contracts	Other non-current assets	8,723		1,126		3,454
Derivative instruments in liability positions:
Currency forward contracts	Accrued liabilities	2,164		7,573		2,034
Currency forward contracts	Other long-term liabilities	449		6,590		1,186
Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts	Prepaid expenses and other current assets	1,633		1,650		2,211
Currency forward contracts	Other non-current assets	109		—		—
Derivative instruments in liability positions:
Currency forward contracts	Accrued liabilities	251		2,268		381
Currency forward contracts	Other long-term liabilities	17		—		—



(in thousands)	Balance Sheet Classification	September 30, 2022		December 31, 2021		September 30, 2021
Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts	Prepaid expenses and other current assets	$	32,289	$	7,927	$	5,500
Currency forward contracts	Other non-current assets	13,919		10,142		8,723
Derivative instruments in liability positions:
Currency forward contracts	Accrued liabilities	—		2,545		2,164
Currency forward contracts	Other long-term liabilities	436		318		449
Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts	Prepaid expenses and other current assets	2,912		1,470		1,633
Currency forward contracts	Other non-current assets	—		—		109
Derivative instruments in liability positions:
Currency forward contracts	Accrued liabilities	1,514		1,027		251
Currency forward contracts	Other long-term liabilities	—		—		17


	Statement Of Operations Classification	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)		2022		2021		2022		2021
Currency Forward Contracts:
Derivative instruments designated as cash flow hedges:
Gain recognized in other comprehensive income (loss), net of tax	—	$	17,191	$	8,170	$	31,780	$	13,547
Loss reclassified from accumulated other comprehensive income (loss) to income for the effective portion	Net sales	(28)		(170)		(204)		(182)
Gain (loss) reclassified from accumulated other comprehensive income (loss) to income for the effective portion	Cost of sales	4,114		(3,257)		5,373		(2,833)

Gain reclassified from accumulated other comprehensive income (loss) to income as a result of cash flow hedge discontinuance	Other non-operating income (expense), net	—		345		222		451


Derivative instruments not designated as cash flow hedges:

Gain recognized in income	Other non-operating income (expense), net	1,341		1,077		2,638		355


Level 1	—	observable inputs such as quoted prices for identical assets or liabilities in active liquid markets;
Level 2	—	inputs, other than the quoted market prices in active markets, that are observable, either directly or indirectly; or observable market prices in markets with insufficient volume or infrequent transactions; and
Level 3	—	unobservable inputs for which there is little or no market data available, that require the reporting entity to develop its own assumptions.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)

July 1, 2021 through July 31, 2021	192,729	$	97.94	192,729	$	408.5
August 1, 2021 through August 31, 2021	291,598	$	101.72	291,598	$	378.8
September 1, 2021 through September 30, 2021	241,145	$	98.71	241,145	$	355.0
Total	725,472	$	99.72	725,472	$	355.0