As filed with the Securities and Exchange Commission on December 24, 1997
Registration No. 333 - _____
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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------

COLUMBIA SPORTSWEAR COMPANY
(Exact name of Registrant as specified in its charter)

Oregon 5130 93-0498284
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification Number)

6600 North Baltimore
Portland, Oregon 97203
(503) 286-3676
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive offices)

Patrick D. Anderson
Chief Financial Officer
COLUMBIA SPORTSWEAR COMPANY
6600 North Baltimore
Portland, Oregon 97203
(503) 286-3676

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------

Copies To:

Stephen E. Babson John L. Savva
Robert J. Moorman Sullivan & Cromwell
Stoel Rives LLP 444 South Flower Street, Suite 1200
900 SW Fifth Avenue, Suite 2300 Los Angeles, California 90071
Portland, Oregon 97204 (213) 955-8000
(503) 224-3380

-------------------------

Approximate date of commencement of proposed
sale to the public: As soon as practicable after
this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_| __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| __________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |_|

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CALCULATION OF REGISTRATION FEE

============================================================================================================
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration Fee
Per Share (2) Price (2)

Common Stock.................... 7,666,667 $16.00 $122,666,672 $36,187
============================================================================================================

<FN>
(1) Includes 1,000,000 shares of Common Stock that the Underwriters have the
option to purchase solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the Registration Fee pursuant
to Rule 457(a) under the Securities Act of 1933. A portion of the proposed
maximum aggregate offering price represents shares that are to be offered
outside of the United States but that may be resold from time to time in
the United States. Such shares are not being registered for the purpose of
sales outside the United States.
</FN>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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===============================================================================

SUBJECT TO COMPLETION, DATED DECEMBER 23, 1997

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

6,666,667 Shares

[LOGO]

Columbia Sportswear Company

Common Stock

-------------------

Of the 6,666,667 shares of Common Stock offered, 5,333,334 shares are being
offered hereby in the United States and 1,333,333 shares are being offered in a
concurrent international offering outside the United States. The initial public
offering price and the aggregate underwriting discount per share will be
identical for both offerings. See "Underwriting."

All of the 6,666,667 shares of Common Stock offered are being sold by the
Company.

Prior to this offering, there has been no public market for the Common
Stock of the Company. It is estimated that the initial public offering price per
share will be between $______ and $______. For factors to be considered in
determining the initial public offering price, see "Underwriting."

--------------------

See "Risk Factors" beginning on page 8 for certain considerations relevant
to an investment in the Common Stock.

Application has been made for quotation of the Common Stock on the Nasdaq
National Market under the symbol "COLM."

-------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

-------------------

Initial Public Underwriting Proceeds to
Offering Price Discount(1) Company(2)

Per Share...................................... $ $ $
Total (3)...................................... $ $ $

- -------------------
<FN>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(2) Before deducting estimated expenses of $700,000 payable by the Company.
(3) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 800,000 shares at the initial public offering
price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, the Company has granted the International
Underwriters a similar option with respect to an additional 200,000 shares
as part of the concurrent international offering. If such options are
exercised in full, the total initial public offering price, underwriting
discount and proceeds to Company will be $___________, $_________ and
$___________, respectively. See "Underwriting."
</FN>

-------------------

The shares offered hereby are offered severally by the U.S. Underwriters,
as specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that the
shares will be ready for delivery in New York, New York, on or about
________________, 1998 against payment therefor in immediately available funds.

Goldman, Sachs & Co.
NationsBanc Montgomery Securities, Inc.
PaineWebber Incorporated

-------------------
The date of this Prospectus is , 1998.

[ARTWORK]

The Company intends to furnish to its shareholders annual reports
containing financial statements audited by an independent public accounting
firm.

-------------------

CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER- ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERINGS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

"Columbia Sportswear Company," "Columbia," "Convert," "Bugaboo,"
"Bugabootoo," "Interchange," "Omni-Dry" and "Silent Rain" are trademarks of the
Company. All other trademarks or trade names referred to in this Prospectus are
the property of their respective owners.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes forward-looking statements, including statements
concerning planned expansion and financial resources, in "Summary" under the
captions "The Company," "Business Strengths" and "Growth Strategy," in "Risk
Factors" under the captions "Uncertain Ability to Implement Growth Strategy" and
"Management of Growth; Expansion of Distribution Facility," in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" under
the captions "Overview" and "Liquidity and Capital Resources" and in "Business"
under the captions "Introduction," "Business Strengths," "Growth Strategy,"
"Industry Overview," "Products," "Business Process" and "Management Information
System." These forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties related to the Company's
operations, some of which are beyond the Company's control. Certain factors that
could cause results to differ materially from those projected in the
forward-looking statements are described in "Risk Factors," including, but not
limited to, competition, new product offerings by competitors and price
pressures; seasonality, fluctuations in operating results and economic
cyclicality; effects of weather; changes in consumer preferences; the Company's
ability to implement its growth strategy, including management of growth and
expansion of its distribution facility; dependence on key personnel, independent
manufacturers and key suppliers; advance purchases of products; risks related to
collectibility of receivables; product liability and warranty exposures;
international operations, including risks associated with foreign operations
such as currency exchange rate fluctuations; and dependence on proprietary
rights. Risks and uncertainties that could have a material adverse effect on the
Company are also described in "Management's Discussion and Analysis of Financial
Condition and Results of Operations"

under the captions "Quarterly Results of Operations and Seasonality" and
"Liquidity and Capital Resources," and in "Business" under the captions
"Intellectual Property," "Competition" and "Government Regulation." Any of these
risks or uncertainties may cause actual results or future circumstances to
differ materially from any future results or circumstances expressed or implied
by the forward-looking statements contained in this Prospectus.

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information and consolidated financial
statements and notes thereto appearing elsewhere in this Prospectus. Except as
otherwise noted, all information in this Prospectus (i) assumes no exercise of
the Underwriters' over-allotment options, (ii) gives retroactive effect to the
conversion of all outstanding shares of the Company's nonvoting Common Stock
into shares of voting Common Stock to be effected prior to the completion of the
Offerings and (iii) gives retroactive effect to a 0.736-for-one reverse split of
the Common Stock upon completion of the Offerings. See "Description of Capital
Stock - Common Stock."

The Company

Columbia Sportswear Company ("Columbia" or the "Company") is a global
leader in the design, manufacture, marketing and distribution of active outdoor
apparel. As one of the largest outerwear manufacturers in the world and the
leading seller of skiwear in the United States, the Company has developed an
international reputation across an expanding product line for quality,
performance, functionality and value. The Company believes its award-winning
advertising campaigns effectively position the Columbia brand as active,
outdoor, authentic and distinctly American.

Established in 1938, the family-owned Company has grown from a small,
regional hat distributor to a global leader in the active outdoor apparel
industry. The Company has its roots and developed its initial expertise in the
production of high quality, rugged outdoor fishing and hunting gear for the
serious sportsman. Known for durability and dependability at a reasonable price,
the Company leveraged its brand awareness in the 1990s by expanding into related
merchandise categories and developing its "head-to-toe" outfitting concept. The
Columbia brand appeals to a large, increasingly international consumer base.
Today, the Company distributes its products to over 10,000 retailers in 30
countries. The Company's sales and operating income have increased to $299.0
million and $34.2 million in 1996 from $18.8 million and $1.6 million in 1987,
representing 10-year compound annual growth rates of 32% and 36%, respectively.
The Company believes it will continue to grow by focusing on enhancing the
productivity of existing retailers, expanding distribution in international
markets and further developing merchandise categories.

The Company groups its broad range of competitively priced merchandise into
four categories--outerwear, sportswear, rugged footwear and related accessories.
The durability, functionality and affordability of Columbia's products make them
ideal for use in a wide range of outdoor activities, including skiing,
snowboarding, hunting, fishing, hiking and golf, as well as for casual wear.
Throughout the product development cycle, merchandising and design teams
collaborate with retailers, the Columbia sales force and consumers to ensure
that the final product assortment of coordinated "head-to-toe" merchandise meets
or exceeds customer expectations. Across all of its product lines, Columbia
brings a commitment to innovative, functional product design and a reputation
for durable, high quality materials and construction. Columbia believes it
offers consumers one of the best price-value equations in the outdoor apparel
industry.

Business Strengths

Established and Differentiated Outdoor Lifestyle Brand. The Company
believes the Columbia brand represents a differentiated, active, outdoor,
authentic and distinctly American image built on quality, functionality,
performance and value. The Company's award-winning international marketing
campaigns, which feature Chairman Gertrude Boyle in the role of "Mother Boyle,"
an overbearing taskmaster who enforces tough Columbia quality standards,
emphasize this distinctive brand image.

Broad and Growing Appeal. Columbia's merchandise appeals to a broad range
of consumers of varying ages and income levels, from serious outdoorsmen to
weekend sports enthusiasts. The Company's price-value equation is attractive to
a large segment of the $10.4 billion U.S. retail outdoor apparel market.
Columbia is effectively positioned to compete against lower priced or unbranded
products based on brand image and product features, and against higher priced,
largely technical or fashion brands based on superior value and generally lower
price points. The Company has benefited in the past and expects to continue to
benefit from the trend toward casual dressing and from the growth in demand for
active lifestyle apparel.

Premium Quality at a Reasonable Price. Columbia maintains a strong focus on
providing a superior mix of quality and value, which are defining elements of
the brand. The Company believes it is able to offer merchandise similar in
quality to its competitors at attractive price points by using its long standing
supplier relationships to source high quality products from around the world
while controlling costs, relying on Company-supervised production of merchandise
by independent manufacturers, involving itself in the supply chain at an earlier
stage than is typical in the industry and avoiding the overdesign of its
products.

Proven and Experienced Management Team. Senior management of Columbia has
substantial experience in the apparel industry and a demonstrated track record
of sales and earnings growth: Chairman Gertrude Boyle has been involved in the
business since 1970; President and Chief Executive Officer Timothy P. Boyle
joined Columbia in 1971; and Executive Vice President and Chief Operating
Officer Don Richard Santorufo joined the Company in 1979. Under their leadership
over the past decade, the Company's sales and operating income have increased at
compound annual growth rates of 32% and 36%, respectively. Immediately following
the Offerings, senior management will own over 76.6% of the Company.

Functional and Performance-Oriented Design. All Columbia merchandise is
designed and developed in-house by experienced merchandising and design teams.
Working closely with internal sales and production teams as well as with
retailers and consumers, the Company's merchandising and design teams can reduce
the risks of fashion swings by developing superior products that are tailored
specifically to meet consumer requirements. Because its products are designed
for functionality and durability, the Company does not attempt to lead consumer
preferences or differentiate its products based primarily on fashion. In fact,
many new products are based on existing designs, such as the Bugaboo Parka, a
consistent best seller for more than a decade.

Effective "Head-to-Toe" Merchandising. Columbia's "head-to-toe"
merchandising strategy presents retailers and consumers with a wide selection of
apparel and rugged footwear that shares common color palettes and outdoor
themes. Retailers and consumers both benefit from the ability to use Columbia as
a single source for an attractive array of merchandise. The Company's flagship
store, recently opened in Portland, Oregon, and the Company's successful store
within a store concept ("concept shops") provide showcases for Columbia's
coordinated merchandise.

Sourcing as a Competitive Advantage. Columbia's merchandise is produced
worldwide by independent manufacturers selected, monitored and coordinated by
local Columbia employees to assure conformity to strict quality and cost
standards. The Company believes the use of independent manufacturers, in
conjunction with the use of Columbia sourcing personnel rather than agents,
increases its production flexibility and capacity and allows it to maintain
control over critical aspects of the sourcing process, while at the same time
substantially reducing capital expenditures and avoiding the costs of managing a
large production work force.

purchase merchandise early. Because the Company's products are not based
primarily on fashion, and because Columbia undertakes extensive analysis to
ensure that its products are what consumers require, the Company believes its
inventory risk is not as great as that of some of its competitors require. A new
state-of-the-art inventory management information system, expected to be fully
operational in late 1998, is expected to further enhance the Company's ability
to manage its inventory.

Growth Strategy

Enhance Channel Productivity of Existing Retailers. The Company plans to
improve the productivity of its existing customers by expanding its concept
shops and installing brand enhancement systems. Concept shops, which promote a
consistent brand image, are located within the Company's retailers and are
dedicated exclusively to selling Columbia merchandise. As of September 30, 1997,
the Company had 164 concept shops worldwide and plans to double this number by
the end of 1998. The Company believes its concept shops increase sales by
displaying a complete selection of merchandise and promoting cross-merchandising
opportunities on a year around basis. Smaller-scale brand enhancement systems,
which include signage and fixtures that prominently display consolidated
groupings of Columbia merchandise offer benefits similar to concept shops. By
the end of 1998, the Company also expects to have installed 1,000 in-store brand
enhancement systems.

Leverage the Columbia Brand Name in International Markets. The Company
intends to capitalize on its size, strong U.S. brand position and its worldwide
brand recognition by targeting certain high opportunity markets for development
or expansion. The Company has identified Europe and Asia as regions where
outdoor activities are consistently popular and where the Company can exploit
its active, outdoor, authentic and distinctly American brand image and
reputation for value. The Company is seeking to enhance its distribution in a
number of countries, including the United Kingdom, Italy, France, Spain, The
Netherlands, Sweden and Germany. The Company will assume control of the
distribution of its products in Japan in late 1998 and recently opened 15 retail
store/department store counters in South Korea. Although the Company has made
significant progress in its international expansion efforts over the last
several years, substantial opportunity for growth exists. Net sales outside
North America have increased from $9.0 million in 1993 to $26.3 million in 1996,
but still represented only 8.8% of the Company's total net sales in 1996.

Develop Existing Merchandise Categories. The Company intends to realize
growth by further developing existing product categories, such as sportswear and
rugged footwear, where there remains ample room for growth in market share. The
Company's success in designing and marketing products has allowed Columbia to
significantly broaden its assortment in existing categories. From 1993 through
1996, outerwear and sportswear sales increased 27.8% and 166.6%, respectively,
in part as a result of new product introductions. Since it was introduced in
1993, net sales of the Company's rugged footwear have increased from $1.2
million to $12.5 million in 1996. The Company believes opportunities exist for
continued rapid growth in sales of rugged footwear as distribution is expanded
to sporting goods and specialty outdoor stores that carry the Company's
outerwear and sportswear categories.

Selectively Broaden Retail Distribution. The Company believes that over the
longer term significant opportunities exist to increase sales of its products to
department stores and footwear specialty shops. Although sales to department
stores accounted for less than 14% of the Company's U.S. net sales in 1996, the
Company believes this percentage will rise because department store retailers
often prefer to purchase products from vendors that can offer complete
head-to-toe product lines.

The Company was established in 1938 and was incorporated under Oregon law
in 1961. The Company's executive offices are located at 6600 North Baltimore,
Portland, Oregon 97203, and its telephone number is (503) 286-3676.

Risk Factors

See "Risk Factors" for a discussion of certain factors that should be
considered by prospective purchasers of the Common Stock.

The Offerings(1)

Shares of Common Stock offered:
U.S. Offering................................. 5,333,334 shares
International Offering........................ 1,333,333 shares
Total Common Stock Offered................. 6,666,667 shares
Total Common Stock to be outstanding
after the Offerings............................ 28,585,348 shares(2)
Use of proceeds.................................. Payment of S corporation
dividends to existing
shareholders. See
"Use of Proceeds."
Proposed Nasdaq National Market symbol........... COLM

- -----------

(1) The offering of 5,333,334 shares of Common Stock initially offered in the
United States (the "U.S. Offering") and the concurrent offering of
1,333,333 shares of Common Stock initially offered outside the United
States (the "International Offering") are collectively referred to as the
"Offerings." The underwriters for the U.S. Offering (the "U.S.
Underwriters") and the underwriters for the International Offering (the
"International Underwriters") are collectively referred to as the
"Underwriters." The completion of the U.S. Offering is conditioned on the
completion of the International Offering, and vice versa.
(2) Excludes 2,000,000 shares reserved for issuance under the Company's 1997
Stock Incentive Plan (the "Stock Incentive Plan"), of which 859,379 shares
were subject to outstanding options at November 30, 1997 at a weighted
average exercise price of $8.92 per share. See "Management - Stock
Incentive Plan."

Summary Consolidated Financial Information
(in thousands, except per share data)

Nine Months Ended
Year Ended December 31, September 30,
-------------------------------------------------------- --------------------
1992 1993 1994 1995 1996 1996 1997
-------- --------- -------- -------- --------- -------- --------

Statement of Operations Data:
Net sales..................................... $127,668 $ 192,055 $256,426 $303,797 $ 298,988 $226,239 $258,355
Gross profit.................................. 52,047 79,511 107,486 120,826 122,129 90,613 113,784
Selling, general and administrative expense... 34,970 46,351 64,049 82,083 87,954 63,593 77,757
Earnings from operations...................... 17,077 33,160 43,437 38,743 34,175 27,020 36,027
Net income (1)................................ 15,015 30,748 38,324 28,726 21,010 22,309 31,800
Pro forma net income (2)...................... $ 8,995 $ 18,883 $ 24,130 $ 18,286 $ 13,487 $ 14,263 $ 20,118
Pro forma net income per share (2)............ $ 0.47 $ 0.70
Pro forma weighted income average shares
outstanding (3) 28,934 28,934

September 30, 1997
-----------------------
Pro Forma As
Actual Adjusted (4)
-------- ------------

Balance Sheet Data:
Working capital......................................................................................... $ 73,474 $ 64,645
Inventories............................................................................................. 69,249 69,249
Total assets............................................................................................ 259,069 264,940
Long-term debt.......................................................................................... 2,862 2,862
Shareholders' equity.................................................................................... 112,256 100,287

- -----------

(1) For 1992 reflects a charge of $1.0 million related to the payment of a fine
in connection with the violation of certain import regulations; for 1995
reflects a $2.5 million payment in settlement of certain litigation; for
1996 reflects a $7.5 million charge related to the termination of a
compensation arrangement in exchange for the issuance of Common Stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Management - Certain Transactions" and Notes 13 and 15 of
Notes to Consolidated Financial Statements.

(2) The Company was an S corporation and accordingly was not subject to federal
and, generally, state income taxes during the periods indicated. Pro forma
net income reflects federal and state income taxes as if the Company had
been a C corporation, based upon a pro forma effective tax rate of 40%. See
"Dividend Policy and S Corporation Status" and Note 1 of Notes to
Consolidated Financial Statements.

(3) For 1996 and the nine months ended September 30, 1997, includes the number
of shares to be sold in the Offerings to generate proceeds to be used for
the payment of dividends in the estimated aggregate amount of $107 million
to existing shareholders, which the Company expects to declare prior to the
completion of the Offerings. See "Dividend Policy and S Corporation
Status," "Certain Transactions" and Note 1 of Notes to Consolidated
Financial Statements.

(4) Pro forma to reflect (i) the payment of dividends of $107 million to
existing shareholders, which the Company expects to declare prior to
completion of the Offerings, and (ii) the recording of $2.7 million of
deferred income tax benefit as if the Company had been a C corporation
since 1988. Adjusted to give effect to the sale of the 6,666,667 shares
offered by the Company in the Offerings at an assumed initial public
offering price of $15.00 per share and the application of the estimated net
proceeds therefrom. See "Use of Proceeds," "Dividend Policy and S
Corporation Status," "Certain Transactions" and Note 1 of Notes to
Consolidated Financial Statements.

RISK FACTORS

In addition to the other information in this Prospectus, the following risk
factors should be carefully considered in evaluating the Company and its
business before purchasing the Common Stock offered by this Prospectus.

Competition

The markets for outerwear, sportswear and rugged footwear are highly
competitive. Within each of its geographic markets, the Company faces
significant competition from global and regional branded apparel and footwear
companies, as well as retailers that market apparel and footwear under their own
labels. These and other competitors pose significant challenges to the Company's
market share in its major U.S. and Canadian markets and make it more difficult
to make gains in newer markets in Europe and Asia. The Company also competes
with other apparel and footwear companies for the production capacity of
independent manufacturers that produce the Company's apparel and for import
quota capacity. See "--Dependence on Independent Manufacturers" and
"Business--Business Process--Sourcing and Manufacturing." Many of the Company's
competitors are significantly larger and have substantially greater financial,
distribution, marketing and other resources and have achieved greater
recognition for their brand names for product lines or certain products than the
Company. Increased competition by existing and future competitors could result
in reductions in display areas in retail locations, reductions in sales or
reductions in prices of the Company's products. There is no assurance that the
Company will be able to compete successfully against present or future
competitors or that competitive pressures faced by the Company will not have a
material adverse effect on the Company. See "Business--Competition."

Seasonality and Fluctuations in Operating Results; Economic Cyclicality

The Company's results of operations have fluctuated and may continue to
fluctuate significantly from period to period. The Company's products are
marketed on a seasonal basis, with a product mix now weighted substantially
toward the fall season. Consequently, the Company's results of operations for
the quarter ending September 30 have in the past been much stronger than the
results for the other quarters. This seasonality, along with other factors that
are beyond the Company's control, including general economic conditions, changes
in consumer behavior, weather conditions, availability of import quotas and
currency exchange rate fluctuations, could adversely affect the Company and
cause its results of operations to fluctuate. Results of operations in any
period should not be considered indicative of the results to be expected for any
future period. The sale of the Company's products, particularly skiwear, is
subject to substantial cyclical fluctuation. Sales tend to decline in periods of
recession or uncertainty regarding future economic prospects that affect
consumer spending, particularly on discretionary items. This cyclicality and any
related fluctuation in consumer demand could have a material adverse effect on
the Company's results of operations and financial condition. See

"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Quarterly Results of Operations and Seasonality."

Effects of Weather

Sales of the Company's outerwear are dependent in part on the weather, and
such sales may decline in years in which weather conditions do not favor the use
of the Company's outerwear. For example, the Company believes unseasonably warm
weather in the northern United States in late 1994 caused customers to delay,
and in some cases reduce or cancel, orders for the Company's outerwear,
including skiwear and snowboarding apparel, which had an adverse effect on the
Company's net sales and gross margins in 1994 and 1995. Sustained periods of
unseasonably warm weather could have a material adverse effect on the Company.

Consumer Preferences

The Company believes it has benefited from changing consumer preferences
and increasing consumer interest in outdoor activities and from lifestyle
changes that emphasize apparel designed for these activities, but these trends
may not continue. Any change in consumer preferences or consumer interest in
outdoor activities could have a material adverse effect on the Company. In
addition, although the Company believes its products have not been significantly
affected by past fashion trends, changes in fashion trends could have a greater
impact as the Company expands its product offerings to include more sportswear.
Furthermore, decisions about product designs often are made in advance of
consumer acceptance. Although the Company attempts to manage its inventory risk
through early commitments by retailers, production orders must generally be
placed with manufacturers before all of a season's orders are received by the
Company. Failure to anticipate and respond to changes in consumer preferences
and demands could lead to, among other things, lower sales, excess inventories
and lower margins, which could have a material adverse effect on the Company.

Uncertain Ability to Implement Growth Strategy

As part of its growth strategy, the Company seeks to develop existing
merchandise categories and increase international distribution, including in
countries where the Company has little distribution experience and where the
Company's brand name is not well-known. There is no assurance that these
strategies will be successful. The Company also intends to increase its sales of
products to department stores and expand the number of concept shops located
within retailers. Increasing sales to department stores, and the actual number
of concept shops to be opened and their success, will each depend on various
factors, including strength of the Company's brand name, competitive conditions,
the ability of the Company to manage the increased sales and concept shop
expansion, the availability of desirable locations and the negotiation of terms
with the department stores and the retailers in which the concept shops are
located. There is no assurance that future terms will be as favorable to the
Company as those under which the Company now operates or that these terms will
not adversely affect the Company's ability to manage inventory risk. There is no
assurance that the Company will

be able to increase its sales to department stores or to open and operate new
concept shops on a profitable basis. There is no assurance that the
Company's growth strategies will be successful or that the Company's sales or
net income will increase as a result of the implementation of such strategies.
See "Business--Growth Strategy" and "--Business Process."

Management of Growth; Expansion of Distribution Facility

Successful implementation of the Company's business strategy will require
the Company to manage growth. To manage growth effectively, the Company will
need to continue to implement changes in certain aspects of its business, to
enhance its information systems and operations to respond to increased demand,
to attract and retain qualified personnel and to develop, train and manage an
increasing number of management-level and other employees. Growth could place an
increasing strain on Company management, financial, product design, marketing,
distribution and other resources, and the Company could experience operating
difficulties. The Company is replacing its management information system with an
enterprise system that integrates electronic data interchange ("EDI") and
inventory management capabilities. The system, some aspects of which are already
operational, is expected to be fully operational in late 1998. Delays or other
difficulties in implementing this system could disrupt the Company's ability to
manage its inventory effectively. In addition, the Company plans to increase the
size of its Portland, Oregon distribution facility substantially by early 1999
to meet expected future growth. In connection with this expansion, the Company
plans to implement a new warehouse management system. There is no assurance that
this expansion will be completed on time or will not interfere with existing
operations. Any failure to manage growth effectively could have a material
adverse effect on the Company's results of operations and financial condition.

Dependence on Key Personnel

The Company's future success will depend in part on the continued service
of certain key management and other personnel, including Gertrude Boyle, the
Company's Chairman, Timothy P. Boyle, the Company's President and Chief
Executive Officer, and Don Richard Santorufo, the Company's Executive Vice
President and Chief Operating Officer, and on the Company's ability to attract
and retain qualified managerial, design, sales and marketing personnel.
Competition for these employees is intense. There is no assurance that the
Company can retain its existing key personnel or that it can attract and retain
sufficient numbers of qualified employees in the future. The loss of key
employees or the inability to hire or retain qualified personnel in the future
could have a material adverse effect on the Company. See "Management."

Dependence on Independent Manufacturers

The Company's products are produced by approximately 115 independent
manufacturers worldwide. For 1997 product sales, approximately 94% (by dollar
volume) of the Company's products were produced by independent manufacturers,
and approximately 86% (by dollar volume) of the Company's products were produced
outside the United States, principally in the Far East. Other than its facility
for the production of fleece products and accessories in Chaffee,

Missouri, the Company does not operate any production facilities. Six
manufacturers engaged by the Company accounted for approximately 38.5% (by
dollar volume) of the Company's total production for 1997 product sales. The
primary production facilities of these manufacturers are located in Asia. No
other manufacturer accounted for more than five percent of the Company's total
production for 1997 product sales.

The inability of a manufacturer to ship orders of the Company's products in
a timely manner or to meet the Company's quality standards could cause the
Company to miss the delivery requirements of its customers for those items,
which could result in cancellation of orders, refusal to accept deliveries or a
reduction in purchase prices, any of which could have a material adverse effect
on the Company. Although the Company enters into a number of purchase order
commitments each season specifying a time frame for delivery, method of payment,
design and quality specifications and other standard industry provisions, the
Company does not have long-term contracts with any manufacturer. In addition,
the Company competes with other companies for the production capacity of
independent manufacturers and import quota capacity. Certain of these competing
companies have substantially greater brand recognition and financial and other
resources than the Company and thus may have an advantage in the competition for
production and import quota capacities. None of the manufacturers used by the
Company produces the Company's products exclusively.

For production of a significant portion of the Company's products,
principally in China, Columbia directly purchases the raw material from
suppliers, obtains or arranges for any necessary import quotas and ships the
materials in a "kit" to the independent manufacturer that has been selected by
Columbia to produce the finished garment. This arrangement advances the timing
for inventory purchases and advances the point in the sourcing process at which
the Company is subject to the risk of loss or damage to the materials before a
finished garment is manufactured. In addition, independent manufacturers may
find traditional vendor relationships more profitable and may therefore perceive
an incentive to give priority to customers using those methods.

The Company requires its independent manufacturers to operate in compliance
with applicable laws and regulations. Although the Company's internal and vendor
operating guidelines promote ethical business practices and the Company's
sourcing personnel periodically visit and monitor the operations of its
independent manufacturers, the Company does not control these vendors or their
labor practices. The violation of labor or other laws by an independent
manufacturer of the Company, or the divergence of an independent manufacturer's
labor practices from those generally accepted as ethical in the United States,
could result in adverse publicity for the Company and could have a material
adverse effect on the Company.

Dependence on Key Suppliers

Certain of the specialty fabrics used by the Company and manufactured to
its custom specification may be available, in the short-term, from only one or a
very limited number of sources. While the Company believes it could identify and
qualify additional factories to

produce these materials, the unavailability of certain existing manufacturers
for supply of these materials, for any reason, could have a material adverse
effect on the Company.

Advance Purchases of Products

To minimize purchasing costs, the time necessary to fill customer orders
and the risk of non-delivery, the Company places orders for its products with
its manufacturers prior to the time the Company has received all of its
customers' orders and maintains an inventory of certain products that it
anticipates will be in greater demand. There is no assurance, however, that the
Company will be able to sell the products it has ordered from manufacturers or
that it has in its inventory. Customer orders, moreover, are cancelable by the
customer up to 45 days prior to the date of the shipment of the products.
Inventory levels in excess of customer demand may result in inventory
write-downs and the sale of excess inventory at discounted prices, which could
have a material adverse effect on the Company. As of September 30, 1997, the
Company had $59.9 million of open purchase orders with its manufacturers and
$69.2 million of inventory at cost. See "Business--Business Process."

Risks Related to Collectibility of Receivables

The Company extends credit to its customers based on an assessment of a
customer's financial circumstances, generally without requiring collateral. To
assist in the scheduling of production and the shipping of seasonal products,
the Company offers customers extended payment terms for placing pre-season
orders and additional extensions for taking delivery before the peak shipping
season. These extended payment terms increase the Company's exposure to the risk
of uncollectible receivables. The Company's single largest customer accounted
for approximately four percent of the Company's net sales in 1996 and
approximately eight percent of the Company's net sales for the nine months ended
September 30, 1997. Significant customers of the Company have experienced
financial difficulties in the past, and future financial difficulties of
customers could have a material adverse effect on the Company.

Product Liability; Warranty Exposure

The Company's products are used in outdoor activities, sometimes in severe
weather conditions. Purchasers of these products depend on products to be well
designed and durable. Although the Company has not experienced any significant
expense as the result of product recalls or product liability claims, there is
no assurance that it will not incur expenses in connection with product recalls
or product liability claims that could have a material adverse effect on the
Company.

Substantially all of the Company's products are backed by a lifetime
limited warranty for defects in quality and workmanship. The Company maintains a
warranty reserve for future warranty claims, but the actual costs of servicing
future warranty claims may significantly exceed the reserve, which could have a
material adverse effect on the Company. See Note 2 of Notes to Consolidated
Financial Statements.

International Operations

Approximately 86% of the Company's products are sourced outside the United
States through arrangements with over 85 manufacturers in 12 countries. In
addition, the Company is increasing its international sales efforts. As a
result, the Company's business is subject to the risks generally associated with
doing business abroad, such as foreign governmental regulations, foreign
consumer preferences, political unrest, disruptions or delays in shipments and
changes in economic conditions in countries in which the Company manufactures or
sells its products. These factors, among others, could influence the Company's
ability to sell its products in international markets, as well as its ability to
manufacture its products or procure certain materials. If any such factors were
to render the conduct of business in a particular country undesirable or
impractical, there could be a material adverse effect on the Company. Many of
the Company's imports are subject to existing or potential duties, tariffs or
quotas that may limit the quantity of certain types of goods that may be
imported into the United States, including constraints imposed by bilateral
textile agreements between the United States and a number of foreign countries.
These agreements impose quotas on the amounts and types of merchandise that may
be imported into the United States from these countries. These agreements also
allow the signatories to adjust the quantity of imports for categories of
merchandise that, under the terms of the agreements, are not currently subject
to specific limits. The Company's imported products are also subject to United
States customs duties, which comprise a material portion of the cost of the
merchandise. The United States and the countries in which the Company's products
are produced or sold may impose new quotas, duties, tariffs or other
restrictions, or may adversely adjust prevailing quota, duty or tariff levels,
any of which could have a material adverse effect on the Company. A significant
portion of the Company's products is produced in China. In June 1997, President
Clinton extended to June 1998 "most favored nation" ("MFN") non-discriminatory
trading status to China. Under U.S. law, MFN status for China is reviewed
annually. The United States has extended MFN status to China each year since
1980. China is a material source of production for the Company. A revocation of
MFN status would result in a substantial increase in tariff rates on goods
imported from China, and therefore could adversely affect the Company's
operations. In addition, in response to alleged transshipment of apparel by
China, the U.S. government may reduce quotas for certain garments imported from
China in 1998. A reduction in quotas for Chinese products could have a material
adverse effect on the Company. See "Business--Business Process--Sourcing and
Manufacturing" and "--Government Regulation."

Currency Exchange Rate Fluctuations

The Company generally purchases its products in U.S. dollars. The Company,
however, sources a significant amount of its products overseas and the cost of
these products may be affected by changes in the value of the relevant
currencies. Price increases caused by currency exchange rate fluctuations could
make the Company's products less competitive or have an adverse effect on the
Company's margins. The Company's international revenue generally is derived from
sales in foreign currencies, and this revenue could be materially affected by
currency fluctuations, including upon translation of amounts received in foreign
currencies into

U.S. dollars following sale by the Company. Currency exchange rate fluctuations
could also disrupt the business of the independent manufacturers that produce
the Company's apparel by making their purchases of raw materials more expensive.
Beginning in late 1997, the Company implemented a program to hedge against its
exposure to currency exchange rate fluctuations. There is no assurance that the
hedging program will be successful or that foreign currency fluctuations will
not have a material adverse effect on the Company. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Overview."

Dependence on Proprietary Rights

The Company uses a number of trademarks, certain of which it has registered
with the United States Patent and Trademark Office and in selected foreign
countries. The Company believes its registered and common law trademarks have
significant value and that some of its trademarks are important to its ability
to create and sustain demand for its products. The Company also places
significant value on its trade dress, the overall appearance and the image of
its products. Although the Company has not been materially inhibited from
selling its products in connection with trademark or trade dress disputes, there
is no assurance that significant obstacles will not arise as it expands its
product line and geographic scope of its marketing. In markets outside the
United States, it may be more difficult for the Company to establish its
proprietary rights and to challenge successfully use of those rights by other
parties. There is no assurance, moreover, that the Company's trademarks or trade
dress do not or will not violate the proprietary rights of others, that they
would be upheld if challenged or that the Company would, in that event, not be
prevented from using its trademarks or trade dress, any of which could have a
material adverse effect on the Company. From time to time, the Company discovers
products that are counterfeit reproductions of the Company's products or that
otherwise infringe upon proprietary rights held by the Company. If the Company
is unsuccessful in challenging a party's products on the basis of trademark or
trade dress infringement, continued sales of these products by that or any other
party could adversely impact the Columbia brand, result in the shift of consumer
preference away from the Company and generally have a material adverse effect on
the Company. There is no assurance that actions taken by the Company to
establish and protect its trademarks and other proprietary rights will be
adequate to prevent imitation of its products by others or to prevent others
from seeking to block sales of the Company's products as violating of trademarks
and proprietary rights. In addition, the Company could incur substantial costs
in legal actions relating to the Company's use of intellectual property or the
use of the Company's intellectual property by others, which if successful, could
have a material adverse effect on the Company. In 1996 the Company paid $2.5
million to another party to settle a dispute over the use of certain marks,
including the word "Columbia." See "Business--Intellectual Property."

Absence of Prior Public Market; Possible Volatility of Stock Price

Prior to the Offerings, there has been no public market for the Company's
Common Stock. There is no assurance that an active trading market will develop
or be sustained after completion of the Offerings or that the market price of
the Common Stock will not decline below

the initial public offering price. The initial public offering price of the
Common Stock will be determined through negotiations between the Company and the
representatives of the Underwriters. See "Underwriting." The Company believes
quarterly fluctuations in its financial results and factors not directly related
to the Company's operating performance, such as product or financial results
announcements by other apparel companies, could contribute to the volatility of
the price of its Common Stock, causing it to fluctuate significantly. These
factors, as well as general economic conditions, such as recessions or high
interest rates, may adversely affect the market price of the Common Stock.

Control by Principal Shareholders; Benefits to Existing Shareholders

Upon completion of the Offerings, Gertrude Boyle, Chairman of the Board,
Timothy P. Boyle, President, Chief Executive Officer and a director and Ms.
Boyle's son, Sarah Bany, Director of Retail Operations and a director and Ms.
Boyle's daughter, and Dan Santorufo, Executive Vice President and Chief
Operating Officer, will beneficially own approximately 77% of the outstanding
Common Stock. As a result, if acting together they will be able to control all
matters requiring approval by the shareholders of the Company, including the
election of directors and the amendment of the Company's articles of
incorporation, without the cooperation of other shareholders. Furthermore, the
Company will use the net proceeds of the Offerings and increased borrowings to
pay dividends of approximately $107 million to existing shareholders of the
Company. See "Use of Proceeds," "Dividend Policy and S Corporation Status,"
"Certain Transactions" and "Principal Shareholders."

Shares Eligible for Future Sale

Sales of a substantial number of shares of the Common Stock in the public
market following the Offerings, or the prospect of such sales, could adversely
affect the market price of the Common Stock and the Company's ability to raise
capital in the future in the equity markets. Upon completion of the Offerings,
there will be 28,585,348 shares of Common Stock outstanding. Of these shares,
the 6,666,667 shares to be sold in the Offerings will be eligible for immediate
resale without restriction under the Securities Act of 1933, as amended (the
"Securities Act"), unless purchased by an "affiliate" of the Company, as that
term is defined in Rule 144 under the Securities Act. Upon expiration of lock-up
agreements with the representatives of the Underwriters, 180 days after the date
of this Prospectus (or earlier with the consent of the representatives of the
Underwriters), 21,072,927 shares will be eligible for immediate resale subject
to the limitations of Rule 144. As of November 30, 1997, options to purchase
859,379 shares of Common Stock had been granted under the Stock Incentive Plan.
The Company intends to file as soon as practicable following completion of the
Offerings a registration statement on Form S-8 under the Securities Act covering
shares of Common Stock reserved for issuance under the Stock Incentive Plan.
This registration statement is expected to become effective immediately upon
filing, whereupon, subject to the satisfaction of applicable exercisability
periods, Rule 144 volume limitations applicable to affiliates and, in certain
cases, the agreements with the representatives of the Underwriters referred to
above, shares of Common Stock issued upon exercise of outstanding options
granted pursuant to the Stock Incentive Plan will be available for immediate
resale in the open market.

Potential Issuance of Preferred Stock; Anti-Takeover Effect of Oregon Law

The Company is authorized to issue up to 10,000,000 shares of Preferred
Stock, and the Board of Directors may fix the preferences, limitations and
relative rights of those shares without any vote or action by the shareholders.
The potential issuance of Preferred Stock, certain provisions of Oregon law and
the concentrated ownership of the Company could make it more difficult for a
party to gain control of the Company. See "Description of Capital Stock."

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 6,666,667 shares of
Common Stock by the Company in the Offerings (assuming an initial public
offering price of $15.00 per share and after deducting an assumed underwriting
discount and estimated offering expenses) are estimated to be $92.3 million
($106.3 million if the Underwriters' over-allotment options are exercised in
full). The Company intends to use the net proceeds to pay dividends to the
Company's existing shareholders.

DIVIDEND POLICY AND S CORPORATION STATUS

The Company expects to retain any earnings to finance the expansion and
development of its business and, except as described below, has no plans to pay
cash dividends after the Offerings for the foreseeable future. The payment of
dividends is within the discretion of the Company's Board of Directors and will
depend on the earnings, capital requirements and operating and financial
condition of the Company, among other factors. Certain of the Company's credit
agreements restrict the Company's ability to pay dividends. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."

Since 1988 the Company has been treated for federal income tax purposes as
an S corporation under Subchapter S of the Internal Revenue Code and has
generally been treated as an S corporation for state income tax purposes under
comparable state tax laws. As a result, the Company's earnings through the day
preceding the date of termination of the Company's S corporation status (the
"Termination Date") have been or will be for federal and, generally, state
income tax purposes taxed directly to the Company's shareholders, at their
individual federal and state income tax rates, rather than to the Company. The
Termination Date will occur on or prior to the date of the closing of the
Offerings. Subsequent to the Termination Date, the Company will no longer be
treated as an S corporation and, accordingly, will be subject to federal and
state income taxes on its earnings. See Notes 1 and 2 of Notes to Consolidated
Financial Statements.

In the nine months ended September 30, 1997 and in 1996 and 1995, the
Company declared cash dividends to its shareholders in the aggregate amounts of
$11,155,000, $8,543,000 and $20,389,000, respectively. The Company expects to
declare, prior to the completion of the Offerings, additional dividends to its
existing shareholders in the estimated aggregate amount of $107 million. See
"Use of Proceeds" and "Certain Transactions."

DILUTION

As of September 30, 1997, the Company had a pro forma net tangible book
value (giving effect to dividends of $107 million expected to be declared prior
to completion of the Offerings and the recording of a deferred tax asset in the
amount of $2.7 million as described under "Capitalization") of approximately $99
million or $4.52 per share. Net tangible book value per share is equal to total
tangible assets (total assets less intangible assets) less total liabilities of
the Company, divided by the number of shares of Common Stock then outstanding.
Without taking into account any adjustment in net tangible book value
attributable to operations after September 30, 1997, after giving effect to the
sale by the Company of 6,666,667 shares in the Offerings at an assumed initial
public offering price of $15.00, the pro forma net tangible book value of the
Company as of September 30, 1997 (after deduction of an assumed underwriting
discount and estimated offering expenses and the application of the net proceeds
as described under "Use of Proceeds") would have been approximately $99 million
or $3.46 per share. This represents an immediate decrease in pro forma net
tangible book value of $1.06 per share to existing shareholders and an immediate
dilution of $11.54 per share to new investors. The following table illustrates
this per share dilution:

Assumed initial public offering price per share................................ $15.00
Pro forma net tangible book value per share as of September 30, 1997......... 4.52
Decrease per share attributable to new investors............................. 1.06
Pro forma net tangible book value per share after the Offerings................ 3.46
------
Dilution per share to new investors............................................ $11.54
======

The following table summarizes on a pro forma basis as of September 30,
1997 the relative investments of all existing shareholders and new investors,
giving effect to the sale by the Company of shares in the Offerings at an
assumed initial public offering price of $15.00 per share and the payment of
dividends of $107 million to existing shareholders, which the Company expects to
declare prior to completion of the Offerings (without giving effect to
underwriting discount and offering expenses payable by the Company):

Shares Purchased Total Consideration
----------------------- --------------------- Average Price
Number Percent Amount Percent Per Share
------ ------- ------ ------- -------------

Existing shareholders...................21,918,681 76.7% $ 5,256,000 5.0% $ 0.24
New investors........................... 6,666,667 23.3 100,000,000 95.0 15.00
---------- --------- ------------ --------
Total.............................28,585,348 100.0% $105,256,000 100.0%
========== ========= ============ ========

The above information assumes no exercise of any outstanding options after
September 30, 1997. As of November 30, 1997, there were outstanding options to
purchase an aggregate of 859,379 shares of Common Stock at exercise prices
ranging from $8.30 to $13.03 per share. Purchasers of shares of Common Stock
offered in the Offerings will incur additional dilution to the extent
outstanding stock options are exercised. See "Management--Stock Incentive Plan"
and Notes 10 and 17 of Notes to Consolidated Financial Statements.

CAPITALIZATION

The following table sets forth the capitalization and short-term
obligations of the Company on an actual basis as of September 30, 1997 and on a
pro forma as adjusted basis to give effect to (i) the payment of dividends after
September 30, 1997 and (ii) the receipt and application of the estimated net
proceeds to the Company from the sale of the 6,666,667 shares of Common Stock
offered by the Company in the Offerings at an assumed initial public offering
price of $15.00 per share. This table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and notes thereto included
elsewhere in this Prospectus.

September 30, 1997
----------------------------
Pro Forma
Actual as Adjusted(1)
------ --------------
(in thousands)

Notes payable (2)...........................................................$ 77,478 $ 92,178
Current portion of long-term obligations.................................... 160 160
----------- ----------
Total short-term obligations............................................. 77,638 92,338
Long-term obligations, net of current portion..................................$ 2,862 $ 2,862
----------- ----------
Shareholders' equity:
Preferred Stock, 10,000,000 shares authorized; no shares
issued and outstanding................................................... __ __
Common Stock, 50,000,000 shares authorized; 21,918,681 shares issued
and outstanding, actual; 28,585,348 shares issued and
outstanding, pro forma as adjusted (3)................................... 17,886 110,186
Retained earnings........................................................... 101,679 (2,590)
Foreign currency adjustments................................................ (1,717) (1,717)
Unearned portion of restricted stock issued for future
services (5,592) (5,592)
---------- ----------
Total shareholders' equity............................................ 112,256 100,287
---------- ----------
Total capitalization..................................................$ 192,756 $ 195,487
========== ==========

- -----------

(1) Pro forma to reflect (i) the payment of dividends in the estimated
aggregate amount of $107 million for S corporation distributions to
existing shareholders, which the Company expects to declare prior to the
completion of the Offerings, and (ii) the recording of $2.7 million of
deferred income tax benefit as if the Company had been a C corporation.
Adjusted to give effect to the sale of the 6,666,667 shares offered by the
Company in the Offerings, receipt of the estimated net proceeds of $92.3
million therefrom and the application of such proceeds to payment of
dividends by the Company. See "Use of

Proceeds," "Dividend Policy and S Corporation Status," "Certain
Transactions" and Notes 1 and 2 of Notes to Consolidated Financial
Statements.

(2) Represents (i) amounts due under certain of the Company's credit lines and
(ii) increased borrowings of $14.7 million to pay dividends to
shareholders. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" and
Note 7 of Notes to Consolidated Financial Statements.

(3) Excludes 2,000,000 shares reserved for issuance under the Stock Incentive
Plan, of which 859,379 shares were subject to outstanding options at
November 30, 1997 at a weighted average exercise price of $8.92 per share.
See "Management--Stock Incentive Plan" and Notes 10 and 17 of Notes to
Consolidated Financial Statements.

SELECTED CONSOLIDATED FINANCIAL DATA

The selected financial data presented below for, and as of the end of, each
of the years in the five-year period ended December 31, 1996 have been derived
from the audited financial statements of the Company. The selected financial
data for the nine months ended September 30, 1996 and 1997 and as of September
30, 1997 have been derived from the unaudited financial statements of the
Company and include, in the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary to a fair presentation of the
information for such periods. Operating results for the nine months ended
September 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997. The financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and related notes thereto included elsewhere in this Prospectus.

Nine Months Ended
Year Ended December 31, September 30,
------------------------------------------------ -----------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
(in thousands, except per share data)

Statement of
Operations Data:
Net sales.............. $ 27,668 $192,055 $256,426 $303,797 $298,988 $226,239 $258,355
Cost of sales.......... 75,621 112,544 148,940 182,971 176,859 135,626 144,571
-------- -------- -------- -------- -------- -------- --------
Gross profit........... 52,047 79,511 107,486 120,826 122,129 90,613 113,784

Selling, general and
administrative expense. 34,970 46,351 64,049 82,083 87,954 63,593 77,757
-------- -------- -------- -------- -------- -------- --------
Income from
operations............. 17,077 33,160 43,437 38,743 34,175 27,020 36,027
-------- -------- -------- -------- -------- -------- --------
Interest expense, net.. 1,075 1,688 3,220 5,767 4,220 3,248 2,497
Other expense (1)...... 1,011 -- -- 2,500 7,477 -- --
-------- -------- -------- -------- -------- -------- --------
Provision (benefit) for
income taxes........... (24) 724 1,893 1,750 1,468 1,463 1,730
Net income............ $ 15,015 $ 30,748 $ 38,324 $ 28,726 $ 21,010 $ 22,309 $ 31,800
======== ======== ======== ======== ======== ======== ========
Pro forma net
income(2)............. $ 8,995 18,883 24,130 $ 18,286 13,487 $ 14,263 $ 20,118
======== ======== ======== ======== ======== ======== ========
Pro forma net income
per share (2)......... $ .47 $ .70
======== ========
Pro forma weighted
average shares
outstanding (3)....... 28,934 28,934
======== ========

December 31,
-------------------------------------------------------- September 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- -----

Balance Sheet Data:
Working capital.............................. $ 29,639 $ 35,002 $ 48,971 $ 47,726 $ 59,797 $ 73,474
Inventories.................................. 13,698 18,937 43,442 48,404 34,638 69,249
Total assets................................. 55,486 78,428 133,349 162,301 135,967 259,069
Long-term debt............................... 6,443 3,750 1,250 --- 2,963 2,862
Shareholders' equity......................... 28,837 43,394 61,992 70,458 91,936 112,256

- -----------

<FN>
(1) For 1992 reflects a charge of $1.0 million related to the payment of a fine
in connection with the violation of certain import regulations; for 1995
reflects a $2.5 million payment in settlement of certain litigation; for
1996 reflects a $7.5 million charge related to the termination of a
compensation arrangement in exchange for the issuance of Common Stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Management--Certain Transactions" and Notes 13 and 15 of
Notes to Consolidated Financial Statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Overview

Established in 1938, Columbia has grown from a small, regional hat
distributor to a global leader in outdoor apparel. The Company has its roots and
developed its initial expertise in the production of high quality, rugged
outdoor fishing and hunting apparel for the serious sportsman. The Company
broadened its product offerings in the 1980s to include related merchandise
categories. In 1985 the Company introduced the Interchange System into its
outerwear line and opened the first of its six international sourcing offices,
further enhancing the value component of the Company's merchandise. In the 1990s
the Company leveraged its brand awareness by expanding its sportswear offerings
and introducing a rugged footwear line to complement its successful outerwear
line. Based on this success, the Company expanded into the international markets
through the establishment of direct sales operations in Canada, Europe and South
Korea and a network of independent distributors in South America, Japan,
Australia, New Zealand and certain European countries. Today, the Company sells
its products in 30 countries and its sales have increased to $299 million in
1996 from $18.8 million in 1987.

From 1992 through 1995, sales increased at a compound annual growth rate of
34%. During this period of rapid sales growth, the Company recognized the need
to diversify its product offerings, which were dominated by the
fall/winter-oriented outerwear and accessory lines (84.6% in 1993), and to
expand its geographic distribution, which was dominated by domestic sales (88.5%
in 1993). To accomplish this, the Company established an internal merchandise
and design department for its sportswear line and purchased its Canadian
distributor in 1992. In 1993 the Company introduced its first footwear offering
to the market and expanded its wholesale distribution into Europe. In 1997 the
Company opened a flagship store in South Korea, and in the fall of 1998 the
Company will assume the wholesale operations in Japan now operated by its
Japanese distributor. These actions diversified the Company's product offerings
and geographic distribution. For 1996, sales of the Company's sportswear and
footwear accounted for 25.3% and 4.2% of net sales, respectively, and sales
outside the United States accounted for 17.9% of net sales.

Sales decreased slightly in 1996, primarily as a result of a poor retail
environment in 1995 that caused domestic customers to hold unseasonably high
inventories during the fall 1996 order season. This had the effect of depressing
fall 1996 orders. In addition, two of the Company's larger customers, which
together accounted for $10.2 million of the Company's net sales in 1995,
declared bankruptcy after the fall 1995 season. The decrease in the domestic
business was offset in part by a $10.3 million, or 65%, increase in foreign
sales for 1996. For the nine months ended September 30, 1997 sales increased
$32.1 million, or 14.2%, compared to the nine months ended September 30, 1996.

The Company's gross margins are affected by its ability to maintain or
increase the price of its products and control production costs. Sales prices
are influenced by the strength of the

Company's brand, competitive conditions and the amount of inventory sold in
close-out sales, which depends in part on weather conditions and the retail
environment as well as the Company's ability to manage these factors through
effective control of inventory levels. Prior to 1995 the Company had experienced
several years of improved gross profit margins. This increase was the result of
improved efficiencies in the production of the foreign sourced goods as well as
the strength of the brand in the marketplace. In 1995 and 1996 the Company
experienced a decline in gross profit margins from the prior years. For both
years the decrease was attributable to close-out sales of excess fall inventory
from the prior season. The excesses were the result of lower than anticipated
reorders due to a late winter in 1994 and a poor retail environment in 1995. In
response to the adverse effect on margins in 1995 and 1996, the Company has
implemented an inventory management strategy to reduce the exposure to excess
inventory positions. This strategy includes obtaining customer orders closer to
the production cycle as well as reducing the reorder percentage assumed in the
production schedule. For 1996 the Company sold out of fall products with only
minimal off-priced sales. Excess inventories also were minimal for the nine
months ended September 30, 1997. The Company believes this inventory management
strategy, its increasing revenue derived from international operations, and the
greater significance of sportswear and footwear in the product offering have
substantially reduced its exposure to weather-related sales fluctuations.

The Company's gross margins are also influenced by changes in its product
and relative levels of domestic and international sales. Generally, the
Company's outerwear products have generated higher gross margins than its
sportswear and rugged footwear products. In addition, the Company's
international sales have typically generated higher gross margins than those
realized on its domestic sales. Accordingly, the Company believes its increasing
emphasis on sportswear and rugged footwear products may tend to reduce gross
margins, while its expansion of international sales activity may strengthen
gross margins.

In 1993 the Company experienced sales growth of 50.4%, followed by a 33.5%
increase in 1994. This near doubling of sales in a two-year period resulted in
sales volumes that strained the supporting infrastructure and resulted in
relatively low selling, general and administrative expense as a percentage of
sales. During this period of rapid sales growth, the Company focused on
investing in its infrastructure to enable continued expansion. Major areas of
investment consisted of expansion of the domestic distribution facilities, the
establishment of sportswear and footwear design and development departments,
creation of a product development facility in Hong Kong and establishment of a
European sales headquarters. Significant investment in infrastructure
contributed to an increase in selling, general and administrative expense as a
percentage of sales to 30.1% for the nine months ended September 30, 1997 from
24.1% in 1993. The Company anticipates that it will be able to leverage selling,
general and administrative expense as a percentage of sales as the international
sales operations become more established and the sportswear and footwear
segments of the business continue to expand.

Inventory purchases from independent manufacturers and suppliers in the Far
East are denominated primarily in U.S. dollars. Purchase prices for materials
and finished goods, however, may be affected by fluctuations in exchange rates
between the U.S. dollar and the local

currency where the products are sourced. Any such fluctuations may increase the
Company's cost of goods sold in the future. In the last two years, exchange
rates have not materially affected the Company's inventory costs. The Company
sells its products in Canada and Europe in the local currency of the retailer. A
stronger U.S. dollar would negatively affect the Company's net sales and gross
margins in Canada and Europe. For the nine months ended September 30, 1997, the
Company's European net sales and gross margins were negatively affected by the
strengthening U.S. dollar. Beginning in late 1997, the Company implemented a
program to hedge against its exposure to currency exchange rate fluctuations.

The Company has operated as an S corporation since 1988 and, as a result,
has not been subject to federal or, generally, state income taxes. Accordingly,
the following discussion of the Company's historical results of operations does
not include a discussion of income tax expense. In connection with the
Offerings, the Company will become a C corporation subject to federal and state
income taxation and will record a net deferred tax asset of approximately $2.7
million and a corresponding nonrecurring benefit to income tax expense. See
"Dividend Policy and S Corporation Status" and Note 1 of Notes to Consolidated
Financial Statements.

Results of Operations

The following table sets forth certain financial data for the Company for
the periods indicated as a percentage of revenue.

Nine Months Ended
Year Ended December 31, September 30,
----------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----

Statement of Operations Data:
Net Sales:
United States.............. 88.8% 88.5% 88.8% 86.2% 82.1% 82.3% 80.9%
Canada..................... 6.9 6.8 6.9 8.6 9.1 9.5 9.2
Other International........ 4.3 4.7 4.3 5.2 8.8 8.2 9.9
----- ----- ----- ----- ----- ----- -----
Total................ 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Cost of sales................ 59.2 58.6 58.1 60.2 59.2 60.0 56.0
Gross profit................. 40.8 41.4 41.9 39.8 40.8 40.0 44.0
Selling, general and
administrative expense..... 27.4 24.1 25.0 27.0 29.4 28.1 30.1
Income from operations......
13.4 17.3 16.9 12.8 11.4 11.9 13.9
- -----------

Nine Months Ended September 30, 1996 Compared to Nine Months Ended
September 30, 1997

Net Sales. Net sales increased 14.2% to $258.4 million for the nine months
ended September 30, 1997 from $226.2 million for the comparable period in 1996.
Domestic sales increased 12.3% to $209.0 million for the nine months ended
September 30, 1997 from $186.1 million for the comparable period in 1996. The
increase is attributable to strong growth in the footwear, youth and certain
outerwear categories. International sales, excluding Canada, increased 37.6% to
$25.6 million for the nine months ended September 30, 1997 from $18.6

million for the comparable period in 1996. The increase was due primarily to a
$3.7 million, or 68.7%, increase in European direct sales. Canadian sales grew
10.2% to $23.7 million for the nine months ended September 30, 1997 compared to
the same period in 1996.

Gross Profit. Gross profit as a percentage of net sales was 44.0% for the
nine months ended September 30, 1997 compared to 40.1% for the comparable period
in 1996. The increase in gross margin was due to improved inventory management
resulting in fewer mark downs and close-outs as well as efficiencies in the
manufacturing process and continued strength of the brand in the market.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased 22.3% to $77.8 million for the nine months
ended September 30, 1997 from $63.6 million for the comparable period in 1996.
As a percentage of sales, selling, general and administrative expense increased
from 28.1% to 30.1%. This increase was primarily attributable to the Company's
investment in personnel and operational infrastructure to support the product
line expansion, additional advertising and promotional expenditures to support
the brand and international expansion into Europe, South Korea and Japan.
Because these markets are in the start-up phase, personnel expenses and
advertising and promotional expenditures are disproportionately high as the
Company establishes the Columbia brand. The Company believes it can leverage
selling, general and administrative expense as a percentage of sales as its
international operations become more established and its sportswear and footwear
sales expand.

Interest Expense. Interest expense decreased by 23.1% for the nine months
ended September 30, 1997 from the comparable period in 1996. The decrease was
attributable to lower borrowing requirements for working capital in 1997.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

Net Sales. Net sales decreased 1.6% to $299.0 million in 1996 from $303.8
million in 1995. This decrease was due to a decline in domestic sales, which
decreased 6.2% to $245.6 million in 1996 from $261.9 million in 1995. The
domestic sales decrease primarily reflects the poor retail environment
experienced in the industry in fall 1995 selling season that resulted in
decreased preseason orders for 1996. In response to significant excess inventory
levels from the fall 1995 season and the high inventory levels held at the
retailers, the Company deliberately reduced the production of fall 1996
merchandise to limit the Company's exposure to reorder business. In addition,
two of the Company's larger customers, which together accounted for $10.2
million of the Company's sales in 1995, filed for bankruptcy after the fall 1995
season. This decrease was partially offset by the opening of two new outlet
stores in late 1995 and the Company's flagship store in late 1996. International
sales, excluding Canada, increased 65.4% to $26.3 million in 1996 from $15.9
million in 1995. The increase was due primarily to a $5.2 million, or 96.1%,
increase in European direct sales and a $5.1 million increase in sales to
international distributors. Canadian sales increased 4.6% to $27.2 million in
1996 from 1995.

Gross Profit. Gross profit as a percentage of net sales was 40.9% in 1996
compared to 39.8% in 1995. The lower gross margin experienced in 1995 was
attributable to excess off- priced inventory sales. Due to a very mild fall 1994
in the United States, the Company experienced a low reorder rate, resulting in
excess inventory that was sold off-price in the first quarter of 1995. In fall
1995, many of the Company's retail customers experienced poor sales, resulting
in cancellations for fall 1995 merchandise. In anticipation of lower reorders,
the Company elected to sell a significant amount of excess inventory in late
1995 at discount prices. The effect of these sales was lower gross margins for
the first and fourth quarters of 1995. Gross margins for the first quarter of
1996 were negatively affected by off-priced inventory sales carried over from
fall 1995. In 1996 the Company deliberately reduced the reorder factor for fall
1996 production. The reduced inventory exposure, coupled with a healthier retail
environment, resulted in minimal markdown sales in the fall 1996 selling season
and, consequently, improved gross margins in 1996 over the prior year.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased 7.2% to $88.0 million in 1996 from $82.1
million in 1995. As a percentage of net sales, selling, general and
administrative expense increased to 29.4% of sales in 1996 from 27.0% in 1995.
The increase was primarily due to the Company's investment in personnel and
systems infrastructure to support the growth of the Company's product offering
and the expansion of the European operation. In addition, the second phase of
the distribution center became operational in late 1995. The increase as a
percentage of sales was also affected by lower than anticipated preseason order
volume in 1996, influenced by the poor 1995 retail selling season. Based on the
lower order volume, the Company initiated a corporate cost containment strategy
for 1996 which included a reduced advertising budget, a delay in hiring of
additional personnel and reduced spending for discretionary projects.

Interest Expense. Interest expense decreased 26.8% in 1996 from 1995. The
decrease was attributable to lower borrowing requirements for working capital
needs.

Other Expense. Other expense represents compensation recognized upon
conversion of participation shares to Common Stock for Don Richard Santorufo,
the Company's Executive Vice President and Chief Operating Officer. Total
non-cash compensation recognized by the Company for 1996 related to the
conversion was $5.7 million. In addition to the non-cash compensation
recognized, the Company awarded Mr. Santorufo a cash bonus of $2.8 million to
cover the personal tax liability associated with the transaction. Of the total
expense of $8.5 million, the normal recurring amount of $1.0 million was
reported as selling, general and administrative expense and the balance of $7.5
million was reported as other expense. The Company will continue to recognize
additional compensation relating to the vesting of these shares through the year
2004.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

Net Sales. Net sales increased 18.5% to $303.8 million in 1995 from $256.4
million in 1994. Domestic sales increased 15.1% to $261.9 million in 1995 from
$227.6 million in 1994.

This increase was primarily attributable to the expanded sportswear offering and
across-the-board increases in core outerwear products. In addition,
international sales, excluding Canada, increased 43.5% to $15.9 million as
European direct sales doubled. Canadian sales increased 46.3% to $26.0 million
in 1995 from 1994.

Gross Profit. Gross profit as a percentage of net sales was 39.8% in 1995
compared to 41.9% in 1994. The decrease in gross margin for 1995 was
attributable to the off-priced inventory sales discussed above.

Selling, General and Administrative Expense. Selling, general and
administrative expense increased 28.1% to $82.0 million in 1995 from $64.0
million in 1994. Selling, general and administrative expense as a percentage of
sales increased to 27.0% in 1995 from 24.9%in 1994. The increase in selling,
general and administrative expense in dollars and as a percentage of sales
reflects the Company's continued investment in infrastructure and added
personnel to support the growth in sales and product offerings. In 1994 the
Company opened a new distribution center and implemented new financial,
distribution management and sales order processing software, which were
amortized for the full year in 1995.

Interest Expense. Interest expense increased 79.1% in 1995 from 1994. The
increase was due primarily to higher average borrowing levels resulting from the
higher inventory and receivable balances carried by the Company in 1995.

Other Expense. Other expense in 1995 consisted of a payment of $2.5 million
in settlement of a dispute concerning use of the word "Columbia."

Quarterly Results of Operations and Seasonality

For the Quarter Ended
---------------------------------------------------------------------------------------------------------------
1995 1996 1997
------------------------------------ ----------------------------------------- ---------------------------
Statements of
Earnings Data: Mar. 31 June 30 Sept. 30 Dec 31 Mar. 31 June 30 Sept. 30 Dec. 31 Mar. 31 June 30 Sept. 30
------- ------- -------- ------ ------- ------- -------- ------- ------- ------- --------
(Dollars in thousands)

Net sales........... $ 44,762 $ 62,933 $126,409 $ 69,693 $ 49,292 $55,350 $121,597 $ 72,749 $54,495 $49,695 $154,165
As a % of full year 14.7% 20.7% 41.6% 23.0% 16.5% 18.5% 40.7% 24.3%
Gross profit........ $ 14,851 $ 26,551 $ 54,604 $ 24,820 $ 16,035 $20,192 $ 54,386 $ 31,516 $20,752 $21,623 $ 71,409
As a % of full year 12.3% 22.0% 45.2% 20.5% 13.1% 16.5% 44.5% 25.9%
As a % of net sales. 33.2% 42.2% 43.2% 35.6% 32.5% 36.5% 44.7% 43.3% 38.1% 43.5% 46.3%
Income (loss) from
operations.......... $ (1,070) $ 7,989 $ 30,074 $ 1,750 $(2,890) $ 1,572 $ 28,338 $ 7,155 $(1,131) $ (852) $ 38,010
As a % of net sales. (2.4)% 12.7% 23.8% 2.5% (5.9)% 2.9% 23.3% 9.8% (2.1)% (1.7)% 24.7%

The Company's business is based on two primary wholesale selling seasons,
spring (December to June), which represented 20% of the 1996 business, and fall
(June to December), which represented 80% of the 1996 business by wholesale
dollar volume. The spring product mix is weighted toward sportswear, footwear
and lighter outerwear. These products generally have a lower unit selling price
and lower gross margin than the fall products. The fall product mix is weighted
toward the higher unit priced, higher margin outerwear. These seasonal

differences lead to significant fluctuations in operating results from quarter
to quarter. Historically the Company has recognized the majority of its profits
in the third quarter and has realized losses in the first quarter. Second and
fourth quarter results vary from year to year based on the shipping efficiencies
and reorder activity for fall product.

Liquidity and Capital Resources

The Company's main sources of liquidity have been cash flows from
operations and borrowings on short term credit facilities. Net cash provided by
(used in) operations for the nine months ended September 30, 1997 and the
years ended December 31, 1996 and 1995 was $(44.3) million, $66.8 million and
$11.8 million, respectively.

The Company's primary capital requirements have been for working capital,
investing activities associated with expansion of the distribution center,
systems development, build-out of the new flagship store and general corporate
needs. Net cash used in investing activities for the nine months ended September
30, 1997 and the years ended December 31, 1996 and 1995 was $8.5 million, $10.9
million and $13.0 million, respectively.

Financing activities consist primarily of distributions to shareholders for
tax payments and net changes in the short term borrowings. Net cash provided by
(used in) financing activities for the nine months ended September 30, 1997 and
the years ended December 31, 1996 and 1995 was $54.7 million, $(53.7) million
and $588,000, respectively.

Prior to the Offerings, the Company was an S corporation and net income was
included in the shareholders' income for federal and certain state income tax
filings. To accommodate the payment of taxes, the Company generally made
substantial cash distributions to the shareholders in the first, third and
fourth quarters of each year. After the Offerings, the Company's cash flows from
financing activities will no longer reflect the distribution to shareholders for
tax purposes. The Company will be responsible, however, for corporate tax
payments, which will be reflected in the cash flow from operating activities.

The Company has an unsecured revolving line of credit for $50 million with
Wells Fargo Bank, N.A., which expires June 30, 1998. Funds borrowed bear
interest, at the Company's option, at a rate of (i) the CD Rate (as defined
therein) plus up to .75%, (ii) the Base Rate (as defined therein) minus up to
2.1% or (iii) LIBOR plus up to .75%. The amount of interest varies depending on
the ratio of the Company's indebtedness to tangible net worth. If an event of
default occurs, the Company is prohibited, subject to certain exceptions, from
making

dividend payments or other distributions. As of September 30, 1997, $44,201.419
was outstanding under this line of credit bearing interest at a rate of 6.1%.

The Company is party to a Buying Agency Agreement with Nissho Iwai American
Corporation ("Nissho") pursuant to which Nissho provides the Company unsecured
credit, the amount of which varies annually at Nissho's discretion and acts as a
buying agent on behalf of the Company. At September 30, 1997, the maximum amount
available under the Nissho Agreement was $120 million, which includes $70
million allowed under the credit line and amounts available for letters of
credit. Borrowings bear interest at a rate of 0.5% above the three month LIBOR
rate. In addition, the Company pays Nissho a commission of 1.5% of the FOB price
of the goods purchased by Nissho in its capacity as buying agent. The Company is
prohibited from making distributions of cash or other assets to its shareholders
in excess of (i) amounts required to be paid by shareholders to pay federal and
state income tax obligations of the Company, (ii) 50 percent of the Company's
income after provision for state and federal income taxes and (iii) 100 percent
of the proceeds of a primary common stock offering. The agreement expires
September 30, 1998. As of September 30, 1997, $29,013,036 was outstanding under
the Company's line of credit with Nissho.

The Company maintains a credit agreement with The Hong Kong and Shanghai
Banking Corporation Limited for an uncommitted and unsecured line of credit with
a combined limit of $60 million. Within this limit, up to $45 million may be
used as an import line of credit for issuing documentary letters of credit and
up to $25 million may be used as a revolving line of credit for working capital.
Funds borrowed under the agreement bear interest, at the Company's option, at
either a fixed rate for a specified number of days days at the bank's cost of
funds plus 0.35%, or a floating rate of the prime rate minus 2%. As of September
30, 1997, $25,000,000 was outstanding under the agreement.

The Company's Canadian and Japanese subsidiaries also maintain certain
separate credit arrangements. If a subsidiary's credit arrangement is unsecured,
the Company generally guarantees the subsidiary's obligations under the credit
arrangement.

To assist in the scheduling of production and the smooth shipping of
seasonal product, the Company offers customers extended payment terms for
placing pre-season orders and additional dating for taking delivery before the
peak shipping season. Accordingly, the Company may have significant exposure
regarding the collection of receivables from its customers. The Company has
credit policies and procedures in place to manage the credit risk. The Company
believes the additional costs associated with the dating program are more than
offset by the reduced exposure to inventory excesses and the increased
distribution efficiencies. The extended dating program results in peak short
term borrowing on the credit facilities in October before the first due date
under the dating program. See "Risk Factors -- Risks Related to Collectibility
of Receivables."

The Company estimates that capital expenditures for 1998 will be
approximately $36 million. This amount will be primarily for the final
implementation of the new management information system, and the initial phase
of the expansion and reconfiguration (including a new warehouse management
system) of the existing distribution center. The new enterprise management
information system, which is expected to be fully operational by late 1998, will
address the impact of the year 2000 on all core Company business systems. The
Company has other ancillary systems that will be modified to address any of the
year 2000 issues. The total expenditure for the distribution center project,
scheduled for completion in February 1999, is estimated to be $33 million. The
Company anticipates entering into a long-term borrowing arrangement to finance
the construction and reconfiguration of the distribution center.

The Company believes cash flow from operations, funds available under its
credit facilities, funds available under the borrowing arrangement to be entered
into in connection with the construction and reconfiguration of the distribution
center, and the net proceeds, if any, from the Offerings that are not paid as
dividends to the Company's existing shareholders will be sufficient to satisfy
the Company's capital requirements for the next 12 months.

BUSINESS

Introduction

Columbia is a global leader in the design, manufacture, marketing and
distribution of active outdoor apparel. As one of the largest outerwear
manufacturers in the world and the leading seller of skiwear in the United
States, the Company has developed an international reputation across an
expanding product line for quality, performance, functionality and value. The
Company believes its award-winning advertising campaigns effectively position
the Columbia brand as active, outdoor, authentic and distinctly American.

Business Strengths

"Mother Boyle," an overbearing taskmaster who enforces tough Columbia quality
standards, emphasize this distinctive brand image.

store, recently opened in Portland, Oregon, and the Company's successful store
within a store concept ("concept shops") provide showcases for Columbia's
coordinated merchandise offerings.

Superior Inventory Management. From the time of purchasing through
production, distribution and delivery, the Company manages its inventory to
reduce risk. The sequencing of the product design, sourcing, production and
selling cycle mitigates inventory risk, in part by offering special discounts to
customers that purchase merchandise early. Because the Company's products are
not based primarily on fashion, and because Columbia undertakes extensive
analysis to ensure that its products are what consumers require, the Company
believes its inventory risk is not as great as that of some of its competitors.
A new state-of-the-art inventory management information system, expected to be
fully operational in late 1998, is expected to further enhance the Company's
ability to manage its inventory.

Growth Strategy

Enhance Channel Productivity of Existing Retailers. The Company plans to
improve the productivity of its existing customers by expanding its concept
shops and installing brand enhancement systems. Concept shops, which promote a
consistent brand image, are located within the Company's retailers and are
dedicated exclusively to selling Columbia merchandise. As of September 30, 1997,
the Company had 164 concept shops worldwide and plans to double this number by
the end of 1998. The Company believes its concept shops increase sales by
displaying a complete selection of merchandise and promoting cross-merchandising
opportunities on a year around basis. Smaller-scale brand enhancement systems
which include signage and fixtures that prominently display consolidated
groupings of Columbia merchandise, offer benefits similar to concept shops. By
the end of 1998, the Company also expects to have installed 1,000 in-store brand
enhancement systems.

The Company is seeking to enhance its distribution in a number of countries,
including the United Kingdom, Italy, France, Spain, The Netherlands, Sweden and
Germany. The Company will assume control of the distribution of its products in
Japan in late 1998 and recently opened 15 retail store/department store counters
in South Korea. Although the Company has made significant progress in its
international expansion efforts over the last several years, substantial
opportunity for growth exists. Net sales outside North America have increased
from $9.0 million in 1993 to $26.3 million in 1996, but still represented only
8.8% of the Company's total net sales in 1996.

Industry Overview

Between 1991 and 1996 the U.S. retail market for outdoor apparel grew 18.0%
to $10.4 billion from $8.8 billion. The increased sales of outdoor apparel has
resulted, in large part, from the growth in the popularity of outdoor
activities. For example, according to the National Sporting Goods Association,
between 1994 and 1996 the number of people who participated in snowboarding
increased 76%, climbing 39%, in-line skating 31%, mountain biking 27% and
backpacking 17%. The growth in the popularity of outdoor activities has also
spurred an increase in sales of active outdoor apparel to consumers who do not
participate in these activities. The global trend toward casual dressing both in
and out of the workplace has also contributed to the increase in sales of active
outdoor apparel.

Sales of sportswear and rugged footwear have also increased in recent
years. From 1995 to 1996 sales of sportswear and rugged footwear in the United
States increased 6.6% and 4.3%, respectively. The Company believes the growth in
the sportswear market is fueled by a number of factors, including increasing
popularity of casual dressing worldwide, global interest in sports and active
lifestyles, consumer interest in brands, as well as innovative product design,
increased

marketing and promotion expenditures and larger and more attractive retail
formats. The Company expects the growth in the rugged footwear market to
continue as the number of products designed to suit a greater variety of outdoor
activities and conditions proliferates.

Products

The Company offers a broad range of durable and functional outdoor apparel
that represents exceptional value to the consumer. The Company's products are
grouped into four broad categories -- outerwear, sportswear, rugged footwear and
related accessories -- and are sold as casual wear as well as for use in a wide
range of outdoor activities, including skiing, snowboarding, hunting, fishing,
hiking and golf.

The Company believes its Columbia brand represents a differentiated active,
outdoor, authentic, value-oriented and distinctly American image and designs its
products to reinforce this image. In both the design and production phases, the
Company focuses its efforts on the development of popular, higher volume
products at moderate price points. The Company's merchandise is durable and
functional, incorporating useful technical details such as pockets that double
as vents, double storm flaps over zippers and "gutters" that facilitate water
run-off. The Company's attention to technical details derives from Columbia's
long experience producing specialized hunting and fishing apparel and
contributes to the authenticity and functionality of Columbia's entire selection
of merchandise. In the manufacture of its apparel, the Company uses special
technical materials that possess functionality similar to branded materials, but
are produced at a lower cost, thereby enhancing the price-value equation.

The charts below set forth net sales information by product category.

Net Sales by Product Category

[PIE CHART: 1993

Outerwear 79.7%
Sportswear 14.8%
Accessories 4.9%
Rugged Footwear 0.6%

Total Sales = $192 Million]

[PIE CHART: 1996

Outerwear 65.5%
Sportswear 25.3%
Accessories 5.0%
Rugged Footwear 4.2%

Total Sales = $299 Million]

Outerwear

Outerwear is the Company's most established product category. Although
sales of outerwear drive the Company's business, outerwear sales as a percentage
of the Company's net sales are likely to continue to decrease as Columbia
develops the markets for its growing sportswear and rugged footwear categories.
The Company intends to use its leading U.S. market position and extensive
experience in outerwear as a foundation upon which to grow its international
business. The Company's growth strategy primarily involves expanding the
category in international markets, improving the productivity of its existing
customers and increasing outerwear sales to more department store retailers over
the longer term.

The Company's outerwear is designed to protect the wearer from inclement
weather in everyday use and in a variety of outdoor activities, including
skiing, snowboarding, hiking, hunting and fishing. Many of the Company's jackets
incorporate Columbia's revolutionary Interchange System, which was introduced in
1983 and features a 3- or 4-jackets-in-1 design. Jackets incorporating the
Interchange System typically combine a durable, nylon outershell with a
removable, zip-out liner. The outershell and the liner may be worn separately or
together. This layered ensemble provides the wearer with a jacket for all
seasons and weather conditions at a reasonable price.

Skiwear. The Company's skiwear line is the best selling brand of skiwear in
the United States. The Company's skiwear products include parkas, vests, ski
pants, ski suits, pullovers and sweaters. Many of the Company's ski parkas
feature the Interchange System. The Bugaboo Parka, which was an early Columbia
skiwear product incorporating the Interchange System, has been the Company's
best selling ski parka for over a decade. Columbia's attention to detail and
commitment to technical and useful features contribute to products with a
distinctive and differentiated look and feel.

Snowboard Apparel. Columbia's Convert brand is the second best selling
brand of snowboard apparel in the United States. The Convert line includes
parkas, vests, snowboard pants, pullovers and shirts. Columbia was one of the
first major outdoor apparel companies to identify and react to the rapid
emergence of snowboarding as a popular sport. Demonstrating its ability to move
quickly to capture a significant share of a growth niche, Columbia achieved
rapid consumer acceptance as net sales of its snowboard apparel increased to
$7.9 million in 1996 from its introduction in 1994.

Hunting and Fishing Apparel. Hunting and fishing products constitute one of
the Company's oldest product lines and include apparel for the serious sportsman
engaged in a variety of outdoor activities, including waterfowl hunting, upland
hunting, big game hunting and fishing. Products include parkas, shells, vests,
liners, bib pants and rain suits. All of these products incorporate a variety of
specific-purpose, tailored features that enhance Columbia's reputation as a
producer of outerwear. Examples of Columbia's attention to detail include shell
loops and Ethefoam fly patches, terrain and seasonal camouflage patterns, recoil
cushioned shoulders and Silent Rain cloth for noise-proof movement.

Youth Outerwear. The Company's youth line of products includes ski parkas,
vests, snow pants, snow suits and pullovers. The youth product line benefits
from the Company's expertise in its adult lines and enables a Columbia customer
to outfit the entire family in dependable outerwear at a reasonable price.

Sportswear

The Company believes the global market for sportswear is significantly
larger than the global market for outerwear, and the continued development of
this market represents a substantial opportunity for the Company. Beginning in
the latter part of 1993, the Company targeted sportswear as a growth
opportunity. Building on a foundation of authentic fishing and hunting shirts,
the Company rapidly expanded its sportswear product offering, resulting in
sportswear sales increasing as a percentage of the Company's net sales from
14.8% for 1993 to 25.3% for 1996. The Company believes sportswear sales as a
percentage of the Company's net sales are likely to continue to increase.

The majority of the Company's sportswear sales are to sporting goods and
specialty outdoor stores. Department stores, which represent a substantially
larger portion of sportswear distribution, accounted for only 12% of the
Company's net sales for 1996. The Company's

growth strategy for sportswear sales consists of increasing productivity of
existing customers, improving merchandising at the store level (including
opening additional concept shops and installing brand enhancement systems),
expanding distribution to department stores and enhancing the product offerings
to take advantage of apparel trends.

The Company's sportswear products consist of durable, functional,
value-priced, authentic, active outdoor apparel that appeals both to the serious
outdoorsman and the more casual wearer who wants to project an outdoor image.
Sportswear products are designed to be sold alongside the Company's outerwear
and rugged footwear products as part of a unified "head-to-toe" outfitting
concept. In particular, fleece and pile products are merchandised to provide a
bridge to the outerwear products.

Outdoor Sportswear. The Company's outdoor sportswear is designed to meet
the recreation needs of walkers, hikers, campers, mountain bikers, fishermen,
hunters and the general outdoor enthusiast. Authentic design and affordable
prices also make the Company's sportswear products attractive to active outdoor
apparel consumers who purchase these products for casual wear. The outdoor
sportswear product line consists primarily of jeans, chinos, hiking shorts,
water sport trunks, knit shirts, woven shirts, sweats, sweaters and fleece and
pile products.

Golf Apparel. Introduced in 1997, the Company's golf line includes shorts,
pants, polo shirts, fleece products, windshirts and rainwear designed
specifically for the needs of golfers. The Company's golf line is differentiated
from competitors by its focus on golf as an outdoor activity that requires
specific fabrics and features to enhance performance.

GRT. The Company's GRT line of active outdoor performance apparel consists
of pants, shirts, shorts, vests, polo shirts, tee shirts, tank shirts and
lightweight jackets designed specifically for training, trekking and adventure
travel. Many of the items in the line incorporate the Company's Omni-Dry system
of moisture management.

Rugged Footwear

The Company's newest product category, rugged footwear, was introduced in
1993. The success of the introduction demonstrates Columbia's ability to expand
its head-to-toe merchandising assortment and to leverage its reputation as a
provider of durable, comfortable outdoor apparel, enabling consumers to broaden
their purchases of Columbia branded apparel. Rugged footwear as a percentage of
the Company's net sales has increased from 0.6% in 1993 to 4.2% in 1996. The
Company believes the market for rugged footwear remains a substantial growth
opportunity. The Company expects sales of its rugged footwear will be driven
primarily by the design and development of new footwear and by expanding the
distribution of rugged footwear within existing U.S. and international
distribution channels, such as sporting goods stores, outdoor specialty and
footwear retailers and department stores.

The Company's rugged footwear category consists primarily of active
all-weather and performance outdoor products. Many of the Company's footwear
styles feature innovative technical designs that incorporate
waterproof/breathable constructions, thermal insulation, advanced cushioning
systems and high abrasion, slip-resistant outsoles. Several styles are offered
within each of the following classifications: All-Weather, Active Outdoor,
Performance Outdoor and Classic Columbia Comfort.

Accessories

The Company also produces and sells hats, caps, scarves, gloves, mittens
and headbands to complement its outerwear and sportswear lines.

Advertising, Marketing and Promotion

The Company's creative and award-winning print and broadcast advertising
campaigns have built brand awareness and have helped to highlight the strengths
of Columbia's products among consumers. The humorous advertisements, which have
received 18 awards in the past seven years, feature Chairman Gertrude Boyle as
an overbearing taskmaster--"one tough mother"--who demands high quality
standards for Columbia products. The advertisements, which often include witty
dialogue between "Mother Boyle" and her son Tim, Columbia's President, remind
consumers of the Company's long history of providing authentic outdoor apparel
with exceptional value and help to create a distinctly American brand. The
Company's advertising appears in a wide variety of print and broadcast media,
ranging from GQ, Rolling Stone, Ski (Germany), Be-Pal (Japan) and Desnival
(Spain) to The David Letterman Show, ESPN and MTV. The Company has also
sponsored several high profile sporting events, including three America's Cups,
the Eco Challenge, the Albuquerque International Balloon Fiesta and the
Paris-Dakkar Rally.

Business Process

From the time of purchasing through production, distribution and delivery,
the Company manages its inventory to reduce risk. Because the Company's products
are not based primarily on fashion and because Columbia undertakes extensive
analysis to ensure that its products are what consumers desire, the Company
believes its inventory risk is not as great as that of some of its competitors.
A new state-of-the-art inventory management information system, expected to be
fully operational in late 1998, should further enhance the Company's ability to
manage its inventory.

The Company encourages early purchases by its customers to promote
inventory management. To achieve this goal, the Company offers a select
assortment of its products to its entire roster of customers approximately one
to two months before most competing lines are introduced. Discounts are
available for customers who place early orders. In addition, the Company
provides its customers with staggered delivery times through the spring and fall
seasons, which also permits the Company and its customers to manage inventory
effectively and thereby diminish the likelihood of closeout sales.

The following charts depict the purchasing, order and delivery cycles for
the Company's spring 1997 and fall 1997 merchandise. (For example, as of May
1997 the Company had placed orders for its fall 1997 season with its independent
manufacturers for 98% of its product needs, had already received orders from its
customers for 98% of the planned production and had shipped 9% of its products.)
There is no assurance that future purchasing, order and delivery cycles will be
similar to those illustrated below.

[Graph showing purchasing, order and delivery cycles for spring 1997
merchandise, with percentage of (i) purchases increasing from 1% at March 15,
1996 to 100% at February 15, 1997, (ii) orders increasing from 1% at June 15,
1996 to 100% at May 15, 1997 and (iii) delivery and invoicing increasing from 1%
at November 15, 1996 to 99% at August 15, 1997. Specific monthly percentages are
as follows:

Date Purchasing Orders Delivery and Invoicing

Mar. 15, 1996 1%
Apr. 15, 1996 2%
May 15, 1996 4%
Jun. 15, 1996 7% 1%
Jul. 15, 1996 27% 26%
Aug. 15, 1996 55% 56%
Sep. 15, 1996 83% 78%
Oct. 15, 1996 95% 96%
Nov. 15, 1996 96% 100% 1%
Dec. 15, 1996 97% 100% 5%
Jan. 15, 1997 99% 101% 23%
Feb. 15, 1997 100% 102% 48%
Mar. 15, 1997 103% 75%
Apr. 15, 1997 104% 89%
May 15, 1997 100% 96%
Jun. 15, 1997 100% 97%
Jul. 15, 1997 98%
Aug. 15, 1997 99%
Sep. 15, 1997 99%]

[Graph showing purchasing, order and delivery cycles for fall 1997 merchandise,
with percentage of (i) purchases increasing from 1% at August 15, 1996 to 100%
at June 15, 1997, (ii) orders increasing from 0% at November 15, 1996 to 100% at
September 15, 1997 and (iii) delivery and invoicing increasing from 3% at April
15, 1997 to 99% at December 15, 1997. Specific monthly percentages are as
follows:

Date Purchasing Orders Delivery and Invoicing

Aug. 15, 1996 1%
Sep. 15, 1996 3%
Oct. 15, 1996 8%
Nov. 15, 1996 20% 0%
Dec. 15, 1996 35% 5%
Jan. 15, 1997 57% 64%
Feb. 15, 1997 76% 79%
Mar. 15, 1997 89% 87%
Apr. 15, 1997 96% 96% 3%
May 15, 1996 98% 98% 9%
Jun. 15, 1997 100% 99% 16%
Jul. 15, 1997 100% 99% 31%
Aug. 15, 1997 99% 49%
Sep. 15, 1997 100% 70%
Oct. 15, 1997 100% 83%
Nov. 15, 1997 96%
Dec. 15, 1997 99%]

The Company attempts to mitigate its inventory risk in part by matching
purchases of inventory to the receipt of customer orders, as illustrated by the
charts above. By avoiding significant inventory build-ups in anticipation of
orders not yet received, the Company believes it is able to reduce the risk of
overcommitting to inventory purchases. Because customer orders can be canceled
up to 45 days prior to shipment, however, this strategy does not eliminate
inventory risk in the event of significant cancellations of customer orders.

Product Design

All Columbia merchandise is designed and developed in-house by experienced
merchandising and design teams. Working closely with internal sales and
production teams as well as with retailers and consumers, the Company's
merchandising and design teams can mitigate the risks of fashion swings by
developing superior products that are tailored specifically to meet consumer
requirements. Because its products are designed for functionality and
durability, the Company does not attempt to lead consumer preferences or
differentiate its products based primarily on fashion. In fact, many new
products are based on existing designs such as the Bugaboo Parka, a consistent
best seller for more than a decade. By pursuing this strategy, the Company
believes it can attract a wider, value-oriented consumer audience than its more
technical or fashion-oriented competitors.

The Company uses several special materials, such as Omni-Tech and
Bergundtal Cloth, in the design of its products, some of which were developed in
collaboration with textile mills. Omni-Tech fabrics have micro-porous
polyurethane coatings that provide a waterproof finish and breathability.
Bergundtal Cloth, constructed with taslanized filament nylon in the horizontal
direction and filament nylon in the vertical direction, has a water-repellent
finish on its face and is coated with polyurethane on its back to provide added
water resistance and wind protection. The Company's special materials
substantially enhance the value of the Company's products without adding
significant cost.

All designs are created by approximately 70 members of Columbia's product
development team. Prototypes of the designed products are created in the
Company's Hong Kong facility. Prototypes are reviewed by groups of retailers,
sales personnel and consumers for commercial acceptance. The design process
requires approximately six to seven months from conceptualization until the
product line is finalized. After the product line is finalized, costing and
scheduling of manufacture of the product line at factories commences. This
process requires approximately one and one-half months to complete. Pricing of
the product line is then completed over the following two months, after which
the Company's sales force receives samples. At approximately the same time,
placement of orders for the product line commences, and the Company will
purchase finished garments for the following four or five months. When the
finished garments arrive for shipment to retailers, approximately 18 months will
have passed since the initial conceptualization of the product line.

Sourcing and Manufacturing

Columbia's apparel is produced worldwide by independent manufacturers
selected, monitored and coordinated by regional Columbia employees to assure
conformity to strict quality standards. The Company believes the use of these
independent manufacturers, whether producing products from materials provided by
the Company or obtained directly by the manufacturer, increases the Company's
production capacity and flexibility and reduces its costs.

Unlike many apparel companies, Columbia uses few independent agents in its
sourcing activities. Rather, the Company maintains 10 sourcing and quality
control offices in the Far East, in Hong Kong, Thailand, Taiwan, India, Sri
Lanka, South Korea, China (three) and Malaysia, in each case staffed by Columbia
employees and managed by personnel native to the region. At September 30, 1997,
the Company employed a total of approximately 240 persons in these offices,
including approximately 101 persons in its Hong Kong office. Personnel in these
offices include those engaged in direct sourcing activities, such as
specification and sample distribution, production capability certification,
order placement, contract management and price and quantity negotiations, as
well as communications with the U.S.-based design teams, sample preparation,
quality control, quota and other import restriction monitoring, warehouse and
shipment coordination and pattern making. Final pricing for all orders, however,
is approved by personnel from the Company's U.S. headquarters. The Company
believes the use of dedicated Columbia personnel rather than independent agents
reduces its sourcing costs. Columbia personnel who are focused narrowly on the
Company's interests are more responsive to the Company's needs than independent
agents would be, and are more likely to build long-term relationships with key
vendors. The relationships enhance the Company's access to raw materials and
factory capacity at more favorable prices.

The Company's merchandise is produced by approximately 115 independent
manufacturers worldwide. For 1997 product sales, approximately 94% (by dollar
volume) of the Company's products were produced by independent manufacturers,
and approximately 86% (by dollar volume) of the Company's products were produced
outside the United States, principally in the Far East. Other than its facility
for the production of fleece products and headware in Chaffee, Missouri, the
Company does not operate any production facilities. The Company attempts to
monitor its selection of independent factories to ensure that no one
manufacturer or country is responsible for a disproportionate amount of the
Company's merchandise. Six manufacturers engaged by the Company accounted for
approximately 38.5% (by dollar volume) of the Company's total production for
1997 product sales. The primary production facilities of these manufacturers are
located in Asia. No other manufacturer accounted for more than five percent of
the Company's total production for 1997 product sales.

The Company believes the use of independent manufacturers, in conjunction
with the use of Columbia sourcing personnel rather than agents, increases its
production flexibility and capacity and allows it to maintain control over
critical aspects of the sourcing process, while at the same time substantially
reducing capital expenditures and avoiding the costs of managing a large
production work force. There are no formal arrangements between the Company and
any of its contractors or suppliers; however, the Company believes its
relationships with its contractors and suppliers are excellent and that its
long-term, reliable and cooperative relationships with many of its vendors
provide it an advantage over many of its competitors.

The Company's quality control program is designed to ensure its products
meet the Company's high quality standards. The Company monitors the quality of
its fabrics and inspects prototypes of each product before production runs are
commenced. The Company also performs random in-line quality control checks
during and after production before the garments leave the

factory. Columbia quality control personnel visit most of their independent
manufacturers' facilities at least weekly. Final inspections occur when the
garments are received in the Company's distribution centers. The Company employs
a total of approximately 75 full-time quality control personnel in its 10 Far
East sourcing and quality control offices, as well as additional inspectors at
its warehouses in Portland, Oregon and at its one U.S. manufacturing facility.
In addition, a staff of approximately 22 persons in the Company's headquarters
facility oversees and coordinates global quality control standards and efforts.
The Company believes its quality control program is an important and effective
means of maintaining the quality and reputation of its products.

Production of apparel by independent manufacturers is accomplished through
one of two principal arrangements. In the first, the supplier purchases the raw
materials needed to produce the garment from sources approved by Columbia
personnel, at prices and on terms negotiated by that independent supplier. Most
of the Company's merchandise is manufactured under this arrangement. In the
second, sometimes referred to as "cut, make, pack, and quota" and used
principally for production in China, Columbia directly purchases the raw
material, principally fabric, from suppliers, obtains or arranges for any
necessary U.S. import quotas, and ships the materials in a "kit," together with
patterns, samples, and most other necessary items, to the independent
manufacturer that has been selected by Columbia to produce the finished
garment. Prior to shipment, materials for the kits are stored and consolidated
at the Company's Hong Kong warehouse. While this second arrangement advances the
timing for inventory purchases and exposes the Company to certain additional
risks before a garment is manufactured, the Company believes this arrangement
further increases its manufacturing flexibility and frequently provides it with
a cost advantage over other production methods. See "Risk Factors--Dependence
Upon Independent Manufacturers."

While the Company has traditionally received a significant portion of its
customers' orders prior to placement of its initial manufacturing orders,
production orders must generally be placed with manufacturers before all of a
season's orders are received by the Company from customers. Columbia, therefore,
takes into account market trends and the early orders received from customers in
placing its orders with suppliers. Many of these customer orders may change with
respect to colors, sizes, allotments or assortments before delivery. The Company
uses these orders and its experience to estimate production requirements to
secure necessary fabrics and manufacturing capacity.

The Company's independent manufacturers sell finished products to the
Company on an FOB basis and are at risk for the quality and timely delivery of
the products. To date, substantially all of the Company's international
production requirements have been financed with letters of credit rather than
purchased under open credit terms. The suppliers are able to obtain payment
under the letter of credit upon delivery of the merchandise to the freight
consolidator chosen by the Company, together with a certificate from a Columbia
quality control inspector, purchase order identification and, if necessary for
the goods in question, a quota "visa." The Company believes payment to its
suppliers under this arrangement, while increasing the Company's need for
inventory financing, enhances its attractiveness to suppliers and improves

its ability to negotiate more favorable terms in other areas. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

The Company transacts business on an order-by-order basis and does not
maintain any long-term or exclusive commitments or arrangements to purchase from
any vendor. The Company competes with other companies for the production
capacity of independent manufacturers and import quota capacity. The Company
believes it has good relationships with its vendors and there will be adequate
sources to produce a sufficient supply of goods in a timely manner and on
satisfactory economic terms in the future. Manufacturers' delivery dates are
generally specified to ensure that products will be available in the Company's
warehouses in a timely manner assuming shipment by ocean freight. Manufacturers
are generally given a grace period after their scheduled delivery date to make
goods available for shipment; they are often obligated to pay any increased
costs resulting from the need to ship products by air as a result of delivery
after this period. The Company has from time to time experienced difficulty in
satisfying its raw material and finished goods requirements, and any such future
difficulties could adversely affect the Company. See "Risk Factors--Dependence
on Independent Manufacturers" and "--Dependence on Key Suppliers."

Sales and Distribution

The Company's products are sold to approximately 10,000 specialty and
department store retailers in the United States, Canada, Asia, Europe, South
America, Australia and New Zealand. The Company believes continued growth will
result from its focus on enhancing the productivity of existing retailers,
expanding distribution in international markets and developing merchandise
categories.

The Company plans to improve the productivity of its existing customers by
expanding its concept shops worldwide and installing brand enhancement systems.
Concept shops create an environment that is consistent with the Company's image
and enables the retailer to display and stock a greater volume of the Company's
products per square foot of retail space. Each concept shop requires an
investment by the Company in display fixtures and other materials of about
$15,000 and, typically, an increased inventory commitment by the retailer. These
concept shops also encourage longer term commitment by the retailer to the
Company's products and enhance consumer brand awareness. As of September 30,
1997, the Company had 164 concept shops worldwide and plans to double this
number by the end of 1998. Smaller-scale brand enhancement systems, which
include signage and fixtures that prominently display consolidated groupings of
Columbia merchandise, offer benefits similar to concept shops. By the end of
1998, the Company expects to have installed 1,000 in-store brand enhancement
systems.

The Company intends to continue to capitalize on its strong U.S. brand
position and its worldwide brand recognition by targeting certain high
opportunity markets for development or expansion. Having already achieved a
significant share of the North American outerwear market, Columbia's strategy
for its existing and new North American customer base is to

develop further sales of its sportswear and rugged footwear. In new markets in
Europe and Asia, Columbia's strategy is to replicate its success in its core
North American market by establishing relationships with retailers through its
highly visible outerwear line. As Columbia's brand image and reputation
strengthens through acceptance of its outerwear, it introduces its sportswear
and rugged footwear lines into these new markets.

The Company believes that over the longer term significant opportunities
exist to increase sales of its products to department stores and footwear
specialty shops. The Company expects to expand its sales to these retailers, in
part by attracting new customers and in part by expanding sales in existing
retailers. In 1996, approximately 88% of the Company's net sales were to
specialty stores and 12% were to department store retailers.

Net Sales by Region

[PIE CHART: 1993 [PIE CHART: 1996
United States 88.5% United States 82.1%
Canada 6.8% Canada 9.1%
International 4.7%] International 8.8%]

North America

The Company sells its products to approximately 3,900 U.S. retailers and
1,100 Canadian retailers. Of these, J.C. Penney is the Company's largest
customer, representing just over four percent of the Company's net sales in
1996. Not all of the Company's product lines are sold to each of its North
American retailers.

The Company uses 25 independent sales agencies, which employ a total of
approximately 80 sales representatives, to distribute its products in North
America. Columbia operates nine outlet stores in North America: one each in
Portland, Lake Oswego and Lincoln City, Oregon; Gilroy, California; Birch Run,
Michigan; Medford, Minnesota; Kenosha, Wisconsin; Lancaster, Pennsylvania and
Windsor, Ontario. The Company's outlet stores sell excess inventory in a

manner that does not adversely affect its retailers. Columbia also operates a
free-standing flagship store in Portland, Oregon. This retail store is designed
to create a distinctive "Columbia" environment and reinforces the active and
outdoor image of the Columbia brand. In addition, the retail store provides the
Company with the ability to test new marketing and merchandising techniques. The
Company has also established 83 concept shops in retail stores in North America
and plans to more than double this number in 1998.

The Company distributes most of its products to U.S. retailers from its
300,000 square foot Rivergate Distribution Center, which is located in Portland,
Oregon. At this distribution facility, the Company's products are inspected,
sorted, packed and shipped. The Company is planning to enlarge its Rivergate
Distribution Center by at least 240,000 square feet within the next two years.
The Company also distributes a small portion of its products in the United
States from a smaller facility adjacent to its Chaffee, Missouri manufacturing
facility. The Company distributes its products in Canada from a 66,000 square
foot warehouse in Strathroy, Ontario.

European Common Market

The Company sells its products to approximately 3,800 European retailers.
The Company maintains a European sales and marketing office in Strasbourg,
France and, with the exception of the United Kingdom, Switzerland and Greece,
distributes its products in Europe from an independent logistics company based
in The Netherlands. In the United Kingdom, Switzerland and Greece, the Company
sells through independent distributors. The Company has approximately 22 concept
shops in European retailers. Although the Company's marketing and sales efforts
to date have been most successful in France, Spain, The Netherlands and Sweden,
Columbia believes substantial opportunities exist in other countries such as
Germany. Net sales of the Company's products in Europe have increased at a
compound annual growth rate of 66.8% between 1993 and 1996.

Asia

The Company has distributed its products in Japan since the mid-1970s and
sells its merchandise to approximately 1,000 Japanese retailers. In the fall of
1998, the Company will begin distributing its products directly in Japan, which
the Company believes will create the opportunity for significant acceleration of
sales in Japan. Based on its experience in Japan, the Company also believes the
South Korean market represents another significant growth opportunity in Asia.
In 1997 the Company began selling its products in South Korea through 15 retail
locations. Sales and marketing efforts in Asia are directed from Tokyo and
Seoul. The Company's products will be warehoused and shipped in Japan by an
independent company based in Tokyo, and in South Korea from a warehouse near
Seoul.

Other Countries

The Company sells its products to independent exclusive distributors,
representing approximately 350 retailers, in Argentina, Australia, Chile, Czech
Republic, Ecuador, Greece, Hungary, Ireland, Japan, New Zealand, Poland, Russia,
Sweden (hunting and fishing products only), Switzerland and the United Kingdom.
The Company expects to begin selling its products in 1998 to distributors
representing retailers in Mexico, Norway and Turkey.

The Company plans to improve the productivity of its existing international
distributors and, except for the anticipated expansion in 1998, does not intend
to expand sales to additional countries. Over the longer term, the Company
believes international sales to some of its existing countries could be made
directly.

Intellectual Property

The Company owns trademarks for many of its products, including "Columbia,"
"Columbia Sportswear Company," "Convert," "Bugaboo," "Bugabootoo," "Silent Rain"
and "Interchange." The Company's trademarks, many of which are registered or
subject to pending applications in the United States and other nations, are for
use on a variety of items of apparel. The Company believes that its reputation,
built through years of providing high quality apparel at a good value for
consumers and through its distinctive advertising, are linked in the minds of
consumers with the Company's trademarks. The Company believes its trademarks are
of great value and are instrumental to its ability to create and sustain demand
for its products. The Company also places significant value on the overall
appearance and image of its products. The Company's trade dress (the overall
appearance and image of its products), as much as its trademarks, distinguishes
Columbia's products in the marketplace. As the Company expands its markets it
attempts to establish and protect its proprietary rights. From time to time the
Company discovers products in the marketplace that are counterfeit
reproductions, and the Company attempts to prevent or terminate such infringing
activity. In the past the Company has successfully resolved conflicts over
proprietary rights through legal action and negotiated settlements. Although the
Company has not been materially inhibited from selling its products in
connection with trademark or trade dress disputes, there is no assurance that
significant obstacles will not arise as it expands its product line and
geographic scope. See "Risk Factors--Dependence on Proprietary Rights."

Management Information System

The Company is committed to maintaining technically advanced systems that
will help it achieve its overall growth strategy. The Company is replacing its
current management information system with an enterprise system that integrates
EDI and inventory management capabilities. This system, some aspects of which
are already operational, is expected to be fully operational by late 1998.
The new system updates current and historical net sales, inventory and
merchandise planning on a daily basis. It also provides a stronger and more
timely link between the Company and its customers, enhancing the Company's
ability to monitor

its performance against historical and budgetary benchmarks, to manage inventory
and labor costs as well as to make more informed purchasing decisions. The
Company believes this system will also help to improve customer service and
operating efficiency. The system is expected to serve the Company for at least
the next five years.

Backlog

The Company generally receives the bulk of the orders for each of the fall
and spring seasons a minimum of three months prior to the date the products are
shipped to customers. The orders are cancelable by the customer up to 45 days
prior to the date of shipment. At September 30, 1997, the Company's backlog was
$170.5 million, compared to $116.6 million at September 30, 1996. To manage
inventory risk, the Company estimates its production requirements conservatively
and engages in certain other inventory management techniques. See "--Business
Process." For a variety of reasons, including the timing of shipments, product
mix of customer orders and the amount of in-season orders, backlog may not be a
reliable measure of future sales for any succeeding period.

Competition

The active outerwear, sportswear and rugged footwear segments of the
apparel industry are highly competitive. The Company encounters substantial
competition in the active outerwear and sportswear business from, among others,
The North Face, Inc., Marmot Mountain Ltd., Woolrich Woolen Mills, Inc., The
Timberland Company ("Timberland"), Patagonia Corporation ("Patagonia") and
Helly-Hansen A/S. In addition, the Company competes with major sport companies,
such as Nike, Inc. ("Nike"), Adidas AG and Reebok International Ltd., and with
fashion-oriented competitors, such as Polo Ralph Lauren Corporation, Nautica
Enterprises, Inc. and Tommy Hilfiger Corporation. The Company's rugged footwear
line competes with, among others, Timberland, Kaufman Footwear (a division of
William H. Kaufman, Inc.), Nike ACG, Salomon S.A. and The Rockport Company. Many
of these companies have global operations and compete with the Company in Europe
and Asia. In Europe the Company also faces competition from such brands as
Berghaus, Jack Wolfskin and Craft of Sweden, and in Asia the Company faces
competition from such brands as Mont-Bell and Patagonia. In addition to name
brand competitors, the Company also faces competition from its own retailer
customers that manufacture and market clothing and footwear under their own
labels. Some of the Company's competitors are substantially larger and have
substantially greater financial, distribution, marketing and other resources
than the Company. The Company believes the primary competitive factors in the
market for activewear are functionality, durability, style, price and brand
name, and that its product offerings are well positioned within the market. See
"Risk Factors--Competition."

Government Regulation

Many of the Company's imports are subject to existing or potential duties,
tariffs or quotas that may limit the quantity of certain types of goods which
may be imported into the United States and other countries, including
constraints imposed by bilateral textile agreements

between the United States and a number of foreign countries. These agreements,
which have been negotiated bilaterally either under the framework established by
the Arrangement Regarding International Trade in Textiles, known as the
Multifiber Agreement, or other applicable statutes, impose quotas on the amounts
and types of merchandise that may be imported into the United States from these
countries. These agreements also allow the signatories to adjust the quantity of
imports for categories of merchandise that, under the terms of the agreements,
are not now subject to specific limits. The Company's imported products are also
subject to United States customs duties, which are a material portion of the
cost of the merchandise. The United States and the countries in which the
Company's products are produced or sold may impose new quotas, duties, tariffs
or other restrictions, or may adversely adjust prevailing quota, duty or tariff
levels, any of which could have a material adverse effect on the Company. See
"Risk Factors--International Operations."

Employees

At September 30, 1997 the Company had 1,182 full-time employees. Of these
employees, 811 were based in the United States, 62 in Canada, 23 in Europe and
286 in Asia. None of the Company's employees is represented by a labor union.
The Company believes it maintains good employee relations.

Properties

The principal executive and administrative offices of the Company are
located at 6600 North Baltimore, Portland, Oregon. The general location, use and
approximate size of the Company's principal owned and leased properties are set
forth below:

Approximate
Location Owned/Leased Use Square Feet
- -------- ------------ --- -----------

Portland, Oregon Owned Distribution Facility 300,000

Portland, Oregon Leased Headquarters Offices 172,000

Chaffee, Missouri Leased Manufacturing and Distribution Facility 75,000

MANAGEMENT

Directors and Executive Officers

The following table sets forth the executive officers, directors and
certain key employees of the Company.

Name Age Position
- ---- --- --------

Gertrude Boyle 73 Chairman of the Board
Timothy P. Boyle 48 President, [Chief Executive Officer,]
Treasurer,
Secretary and Director
Don Richard Santorufo 51 Executive Vice President and Chief Operating
Officer
Patrick D. Anderson 40 Chief Financial Officer
Carl K. Davis 49 Vice President and General Counsel
Terry J. Brown 55 Executive Planner and International
Distributor Planner
Robert G. Masin 49 National Sales Manager
Grant D. Prentice 43 General Manager - Outerwear Merchandising
Michael R. Egeck 39 General Manager - Sportswear Merchandising
Rodney R. Gumringer 36 General Manager - Footwear Merchandising
Douglas R. Hamilton 45 Director of Operations - Canada and Europe;
President and Chief Operating Officer -
Columbia Sportswear Canada Limited
Sarah Bany 39 Director of Retail Stores and Director
Murrey R. Albers(1)(2) 56 Director
Edward S. George(1)(2) 60 Director
John Stanton(1)(2) 42 Director

- ---------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

Gertrude Boyle has served as Chairman of the Board of Directors since 1983. The
Company was founded by her parents in 1938 and managed by her husband, Neal
Boyle, from 1964 until his death in 1970. Ms. Boyle also served as the Company's
President from 1970 to 1988.

Timothy P. Boyle joined the Company in 1971 as General Manager and has served as
President and Chief Executive Officer since 1988. He has been a member of the
Board of Directors since 1978. Mr. Boyle is also a member of the board of
directors of Triad Machinery, a heavy equipment retailer. Mr. Boyle is Gertrude
Boyle's son.

Don Richard Santorufo joined the Company in 1979 as Purchasing and Production
Manager, and in 1984 he was promoted to Vice President, Manufacturing and
oversaw the development of the Company's Asian manufacturing operations. He has
served as Executive Vice President and Chief Operating Officer of the Company
since January 1995. From 1975 to 1977 Mr. Santorufo was Production and
Purchasing Manager for Alpine Designs, a Colorado skiwear manufacturer, and from
1977 to 1979 he was Production Manager for Jen-Cel-Lite Corporation, a
Washington sleeping bag and insulation manufacturer.

Patrick D. Anderson joined the Company in June 1992 as Manager of Financial
Reporting, became Corporate Controller in August 1993 and was appointed Chief
Financial Officer of the Company in December 1996. From 1985 to 1992, Mr.
Anderson was an accountant with Deloitte & Touche LLP.

Carl K. Davis joined the Company in October 1997 as Vice President and General
Counsel. He was employed by Nike from 1981 to October 1997 where he served in a
variety of capacities, most recently as Director of International Trade.

Terry J. Brown joined the Company in January 1983 as Planner and served as
Executive Planner and International Distributor Manager since November 1995.
Prior to joining the Company, Mr. Brown was Vice President and Chief Financial
Officer of Agoil, Inc., an oil and gas exploration and development company, from
1978 to 1981, and as Planner for Jantzen Incorporated, an apparel company, from
1968 to 1978.

Robert G. Masin joined the Company in May 1989 as National Sales Manager. From
1976 to 1989 he worked for W.L. Gore and Associates, a polymer technology and
manufacturing and service company. From 1982 to 1989 he was National Sales
Manager of Gore's Fabric Division.

Grant D. Prentice joined the Company in May 1984 as General Manager of Outerwear
Merchandising. From 1977 to 1984, Mr. Prentice worked as a sales representative
for Gerry Outdoor Products, a skiwear company based in Colorado.

Michael R. Egeck has been General Manager - Sportswear Merchandising for the
Company since August 1992. From 1983 to 1992, Mr. Egeck was with Seattle Pacific
Industries, a sportswear apparel company where his most recent title was
Director of Merchandising, Design and Sales Operations.

Rodney R. Gumringer joined the Company in December 1993 as General Manager -
Footwear. From 1988 to 1993, Mr. Gumringer was Product Development Manager for
the casual shoe division of Nike.

Douglas R. Hamilton became President and Chief Operating Officer of the
Company's Canadian subsidiary in August 1992. In August 1995, he also became
Director of Operations - Canada and Europe. From 1987 to 1992, Mr. Hamilton was
a principal shareholder and

President of Canada-Trans Limited, a clothing distributor and silk screening
company, which was acquired by the Company in 1992.

Sarah Bany joined the Company in 1979 and has held various positions since that
time, most recently (since December 1988) as Director of Retail Stores. She
became a director in December 1988. Ms. Bany is Gertrude Boyle's daughter.

Murrey R. Albers became a director of the Company in July 1993. Mr. Albers is
President and Chief Executive Officer of United States Bakery, a bakery with
operations in Oregon, Washington, Idaho, Montana and California. Mr. Albers, who
has been in his current position since June 1985, joined United States Bakery as
general manager of Franz Bakery in 1975.

Edward S. George became a director of the Company in April 1989. For 30 years,
until his retirement, Mr. George worked in the banking industry and, since
January 1991, has served as a financial consultant to Bell Enterprises.

John Stanton became a director of the Company in July 1997. Since 1994, Mr.
Stanton has served as Chairman and Chief Executive Officer of Western Wireless
Corporation, a publicly held company that operates cellular communications
systems in 23 western states. Mr. Stanton was Chairman and Chief Executive
Office of General Cellular Corporation, a predecessor and now subsidiary of
Western Wireless Corporation, in 1992. He previously co-founded McCaw Cellular
Communications, where he served as Chief Operating Officer from 1985 to 1988 and
as Vice Chairman from 1988 to 1991. Mr. Stanton also serves as a director of
other corporations, including Advanced Digital Information Corporation and
SmarTone.

Directors are elected at the annual shareholders meeting and hold office
until the next annual shareholders meeting and until their successors are
elected and qualified. Non-employee directors receive $3,000 for each meeting of
the Company's Board of Directors attended and reimbursement of travel expenses.
Officers are appointed by the Board of Directors and serve at its discretion.

The Company maintains an Audit Committee and a Compensation Committee. The
Audit Committee oversees actions taken by the Company's independent auditors.
The Compensation Committee reviews the compensation levels of the Company's
executive officers and makes recommendations to the Board of Directors regarding
compensation. The Compensation Committee also administers the Stock Incentive
Plan. See "--Stock Incentive Plan."

In May 1993, Mr. Santorufo pled guilty to one count of falsely understating
to the U.S. Customs Service the prices of certain merchandise imported by the
Company. Mr. Santorufo paid the imposed fine and successfully completed
probation.

Compensation Committee Interlocks and Insider Participation

In the last fiscal year there was no compensation committee of the
Company's Board of Directors. Compensation decisions with respect to executive
officers of the Company were made by Gertrude Boyle, Chairman of the Board, and
Timothy P. Boyle, President and Chief Executive Officer.

Executive Compensation

Compensation Summary. The following table sets forth compensation information
for the Chief Executive Officer and the four most highly compensated executive
officers of the Company other than the Chief Executive Officer whose total
annual compensation exceeded $100,000 in 1997 (collectively, the "Named
Executive Officers").

Summary Compensation Table

Long Term Compensation
----------------------
Awards
-----------
Annual Compensation Securities
Other Annual Underlying
Salary Bonus(1) Compensation Options
-------- -------- ------------ ----------

Gertrude Boyle, Chairman of
the Board.......................... $153,920 ---- $ 4,750 (3) ----
Timothy P. Boyle, President
and Chief Executive Officer........ 323,733 ---- 4,750 (3) ----
Don Richard Santorufo,
Executive Vice President and
Chief Operating Officer............ 286,946 ---- 4,750 (3) ----
Grant D. Prentice, General
Manager - Outerwear
Merchandising...................... 227,199 ---- 4,750 (3) 68,816
Robert G. Masin, National
Sales Manager...................... 213,370 ---- 4,750 (3) 34,408

- --------------------

(1) Bonuses earned in 1997 will not be determined until early 1998.

(2) The Company expects that, after bonuses earned in 1997 are determined, Ms.
Boyle will be deemed a Named Executive Officer.

(3) Represents amounts paid as a matching contribution to the Company's 401(k)
Plan. Excludes a profit sharing contribution, which will be determined in
1998.

Options Granted in Last Fiscal Year. No stock options were granted to any Named
Executive Officer during the year ended December 31, 1996.

The following table summarizes option grants to Named Executive Officers during
the year ended December 31, 1997.

Option Grants in 1997

Potential
Realizable
Value at
Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
- ------------------------------------------------------------------------------ -------------------

Number of
Securities % of Total
Underlying Options Exercise
Options Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---- --- -------------- ------ ---- ------ -------

Gertrude Boyle --- --- --- --- --- ---
Timothy P. Boyle --- --- --- --- --- ---
Don Richard Santorufo --- --- --- --- --- ---
Grant D. Prentice 41,290 4.8% $ 8.30 3/12/07 $215,947 $545,028
27,527 3.2 13.03 11/14/07 225,997 570,359
Robert G. Masin 34,408 4.0 8.30 3/12/07 179,954 454,186

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values. No Named Executive Officer exercised stock options during the years
ended December 31, 1997 or 1996. As of December 31, 1996 no stock options were
held by any Named Executive Officer. The following table summarizes information
with respect to option exercises and option values for the year ended December
31, 1997 for Named Executive Officers.

Aggregated Option Exercises in 1997
and Year-End Option Values (1)

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
Shares at Year-End (#) at Year-End ($)
Acquired on Value ----------------------------- ------------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------

Gertrude Boyle --- --- --- --- --- ---
Timothy P. Boyle --- --- --- --- --- ---
Don Richard Santorufo --- --- --- --- --- ---
Grant D. Prentice --- --- 0 68,817 $0 $330,871
Robert G. Masin --- --- 0 34,408 0 230,534

<FN>
(1) Options are "in-the-money" at the year-end if the fair market value of the
underlying securities on such date exceeds the exercise price of the the
options. The amounts set forth represent the difference between an assumed
price to the public in the Offerings of $15 and the exercise price of the
options, multiplied by the applicable number of option shares.
</FN>

Limitation of Liability and Indemnification

The Company's Second Amended and Restated Articles of Incorporation (the
"Articles") eliminate, to the fullest extent permitted by Oregon law, liability
of a director to the Company or its shareholders for monetary damages for
conduct as a director. Although liability for monetary damages has been
eliminated, equitable remedies such as injunctive relief or rescission remain
available. In addition, a director is not relieved of his or her
responsibilities under any other law, including the federal securities laws.

The Company's Articles require the Company to indemnify its directors to
the fullest extent not prohibited by law. The Company has also entered into
indemnification agreements with each of the Company's directors. The Company
believes that the limitation of liability provisions in its Articles and
indemnification agreements may enhance the Company's ability to attract and
retain qualified individuals to serve as directors.

Stock Incentive Plan

1997 Stock Incentive Plan. On March 12, 1997, the Board of Directors
adopted, and the shareholders of the Company approved, the Stock Incentive Plan.
The Stock Incentive Plan provides for the award of incentive stock options to
employees and the award of nonqualified stock options, stock appreciation
rights, bonus rights and other incentive grants to directors, employees,
independent contractors, advisors and consultants. The Company has reserved
2,000,000 shares of Common Stock for issuance under the Stock Incentive Plan. At
November 30, 1997, options to purchase 859,379 shares at a weighted average
exercise price of $8.92 per share were outstanding under the Stock Incentive
Plan.

The Stock Incentive Plan is administered by the Board of Directors, which
has the authority, subject to the terms of the Stock Incentive Plan, to
determine the persons to whom options or rights may be granted, the exercise
price and number of shares subject to each option or right, the character of the
grant, the time or times at which all or a portion of each option or right may
be exercised and certain other provisions of each option or right.

The exercise price of incentive stock options must not be less than the
fair market value of the Common Stock at the date of the grant or, in the case
of incentive stock options issued to holders of more than 10% of the outstanding
Common Stock, 110% of the fair market value. The maximum term of incentive stock
options is 10 years, or five years in the case of 10% shareholders. The
aggregate fair market value, on the date of the grant, of the Common Stock for
which incentive stock options are exercisable for the first time by an employee
during any calendar year may not exceed $100,000. Options are exercisable over a
period of time in accordance with the terms of option agreements entered into at
the time of grant. Generally, options become exercisable over a five-year
period. Options granted under the Stock Incentive

Plan are generally nontransferable by the optionee and, unless otherwise
determined by the Compensation Committee, must be exercised by the optionee
during the period of the optionee's employment or service with the Company or
within a specified period following termination thereof.

CERTAIN TRANSACTIONS

In December 1997 the Company acquired all of the outstanding capital stock
of GTS, Inc. ("GTS") from Gertrude Boyle, Timothy P. Boyle and Sarah Bany. GTS
holds a 21 percent interest in each of the Company's Canadian, French and German
subsidiaries and a less than one percent interest in the Company's Korean
subsidiary. GTS was formed because the Company, as an S corporation, was
prohibited from owning 80 percent or more of the stock of another corporation.
As a result of the transaction, all of the Company's subsidiaries are now wholly
owned. The Company issued 65,480, 150,742 and 48,680 shares of Common Stock to
Ms. Boyle, Mr. Boyle and Ms. Bany, respectively, in connection with this
transaction.

The Company leases its corporate headquarters in Portland, Oregon from Ms.
Boyle and leases [a warehouse] from Ms. Boyle and Mr. Boyle. Pursuant to written
leases, the Company pays $76,800 annually to Ms. Boyle for use of the
headquarters building and $56,100 annually to Ms. Boyle and Mr. Boyle for use of
the warehouse. In 1996 and the nine months ended September 30, 1997, such lease
payments totaled $132,900 and $99,675, respectively.

In December 1996 the Company entered into a Deferred Compensation
Conversion Agreement with Don Richard Santorufo, Executive Vice President and
Chief Operating Officer of the Company, providing for the conversion of deferred
compensation units granted under a prior agreement into an aggregate of
2,099,979 shares of the Company's Common Stock. Of those shares, 1,254,226
shares vested immediately, 389,248 shares vest ratably over three years
commencing December 31, 1997, and 456,505 shares vest ratably over five years
commencing December 31, 2000. The agreement provides the Company with a right to
repurchase unvested shares if Mr. Santorufo's employment is terminated. In
connection with the transaction, the Company loaned Mr. Santorufo approximately
$5.7 million for payment of related income taxes, of which Mr. Santorufo is
obligated to repay $3,818,316 on December 31, 2001 and $1,906,466 on April 15,
2002. These amounts bear interest at the rates of 6.31% and 6.49%, respectively.
In addition, the Company agreed to make a loan for up to 50 percent of any
additional tax liability that may be imposed on Mr. Santorufo with respect to
the compensation received under the agreement as well as to pay a cash bonus to
cover 50 percent of any such tax liability. The amount of this cash bonus will
be increased to offset taxes owed by Mr. Santorufo as a result of such bonus.
The agreement also provided for a cash bonus of $2,750,000 in consideration of
past services and future bonuses in amounts equal to the accrued interest due
and owing on Mr. Santorufo's loan from the Company, increased to offset taxes
owed by Mr. Santorufo as the result of such bonuses. The bonuses are subject to
Mr. Santorufo's agreement to assign certain proceeds and distributions on his
shares to the Company as security for repayment of the loans. The agreement also
grants Mr. Santorufo the right to require the Company to register certain of his
shares of Common Stock for sale to the public in connection with the Offerings.
Mr. Santorufo does not intend to exercise this right in connection with the
Offerings.

In connection with the Offerings and the termination of the Company's S
corporation tax status, the Company entered into a tax indemnification agreement
with each of its shareholders

including Gertrude Boyle, Timothy P. Boyle, Sarah Bany, Don Richard Santorufo
and certain trusts. The agreements provide that the Company will indemnify and
hold harmless each of these shareholders for federal, state, local or foreign
income tax liabilities, and costs relating thereto, resulting from any
adjustment to the Company's income that are the result of an increase or change
in character of the Company's income during the period it was treated as an S
corporation. The agreements also provide that if there is a determination that
the Company was not an S corporation prior to the Offerings, the shareholders
will pay to the Company certain refunds actually received by them as a result of
that determination.

In February 1996 the Company acquired its Rivergate facility from Mr. Boyle
and Mr. Santorufo, assuming an outstanding loan with a principal amount of
$3,230,069. Mr. Boyle and Mr. Santorufo had acquired the property from the
Company and assumed the associated loan in June 1994 and subsequently leased it
back to the Company.

Since January 1994 the Company's Canadian subsidiary has leased office and
warehouse space from B.A.R.K. Holdings, Inc., a company owned by Douglas
Hamilton, President and Chief Operating Officer of the Company's Canadian
subsidiary and Director of Operations - Canada and Europe, and his wife. The
Company pays basic rent (as defined in the lease) in the amount of C$83,400 per
year under the lease, which terminates in December 2003. Mr. Hamilton,
individually and as trustee for his wife, was a shareholder in the Canadian
company acquired by Columbia in 1992. In the acquisition the Hamiltons received
common stock in the new Columbia Canadian subsidiary, which was repurchased by
the subsidiary in April 1996 for an aggregate of C$724,516.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership, as of December 23, 1997 and as adjusted to reflect the sale of the
Common Stock in the Offerings, of the Common Stock by (i) each person known by
the Company to own beneficially more than five percent of the Common Stock, (ii)
each director of the Company, (iii) each Named Executive Officer and (iv) all
directors and executive officers as a group. Except as otherwise noted, the
Company believes the persons listed below have sole investment and voting power
with respect to the Common Stock owned by them.

Percentage of Common Stock
Shares Beneficially ---------------------------------
Name Owned (1) Before Offering After Offering
- ---- ------------------ --------------- --------------

Gertrude Boyle.........................
6600 North Baltimore
Portland, Oregon 97203 4,704,380(2) 21.5% 16.5%
Timothy P. Boyle....................... 11,413,552(3) 52.1% 39.9%
6600 North Baltimore
Portland, Oregon 97203
Don Richard Santorufo.................. 2,099,979 9.5% 7.3%
6600 North Baltimore
Portland, Oregon 97203
Grant D. Prentice...................... 11,241(4) * *
Robert G. Masin........................ 7,456(5) * *
Sarah Bany
6600 North Baltimore
Portland, Oregon 97203 ............ 3,700,770(6)(7) 16.9% 12.9%
Murrey R. Albers....................... 1,119(8) * *
Edward S. George....................... 2,237(9) * *
John Stanton........................... 775(10) * *
All directors and executive
officers as a group (15
persons)............................... 21,977,544(11) 100% 76.9%

- ----------------

* Less than 1.0%

(1) Shares that the person has the right to acquire within 60 days after
February 28, 1998 are deemed to be outstanding in calculating the
percentage ownership of the person or group but are not deemed to be
outstanding as to any other person or group.

(2) Includes 1,253,578 shares held in two grantor retained annuity trusts for
which Ms. Boyle is the income beneficiary and Ms. Bany is the beneficiary
of the remainder.

(3) Includes 144,514 shares held in trust, of which Mr. Boyle's wife is
trustee, for the benefit of Mr. Boyle's children.

(4) Includes options to purchase 11,241 shares of Common Stock exercisable
within 60 days after February 28, 1998. Excludes options to purchase 57,576
shares of Common Stock not exercisable within 60 days after February 28,
1998.

(5) Includes options to purchase 7,456 shares of Common Stock exercisable
within 60 days after February 28, 1998. Excludes options to purchase 26,952
shares of Common Stock not exercisable within 60 days after February 28,
1998.

(6) Includes 137,632 shares held in trust, of which Ms. Bany's husband is
trustee, for the benefit of Ms. Bany's children.

(7) Includes 767,187 shares held in two grantor retained annuity trusts for
which Ms. Bany is the income beneficiary and Ms. Bany's husband and
children are the beneficiaries of the remainder.

(8) Includes options to purchase 1,119 shares of Common Stock exercisable
within 60 days after February 28, 1998. Excludes options to purchase 4,043
shares of Common Stock not exercisable within 60 days after February 28,
1998.

(9) Includes options to purchase 2,237 shares of Common Stock exercisable
within 60 days after February 28, 1998. Excludes options to purchase 8,086
shares of Common Stock not exercisable within 60 days after February 28,
1998.

(10) Includes options to purchase 775 shares of Common Stock exercisable within
60 days after February 28, 1998. Excludes options to purchase 4,387 shares
of Common Stock not exercisable within 60 days after February 28, 1998.

(11) Includes options to purchase 58,863 shares of Common Stock exercisable
within 60 days after February 28, 1998. Excludes options to purchase
282,654 shares of Common Stock not exercisable within 60 days after
February 28, 1998.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock and 10,000,000 shares of Preferred Stock.

Common Stock

As of December 23, 1997, 21,918,681 shares of Common Stock were
outstanding, held of record by eight shareholders. After the Offerings,
28,585,348 shares will be outstanding. Concurrently with the completion of the
Offerings, (i) each share of the Company's nonvoting Common Stock held by
shareholders other than Gertrude Boyle will be exchanged for and converted into
approximately 0.935 shares of the Company's voting Common Stock, and each share
of the Company's nonvoting Common Stock held by Ms. Boyle will be exchanged for
and converted into approximately 1.150 shares of the Company's voting Common
Stock, and (ii) each converted share of the Company's voting Common Stock will
be subsequently converted into 0.736 shares of Common Stock pursuant to a
reverse stock split. The following description of rights assumes these
conversions and reverse split.

Holders of Common Stock are entitled to receive dividends as may from time
to time be declared by the Board of Directors of the Company out of funds
legally available therefor. See "Dividend Policy and S Corporation Status."
Holders of Common Stock are entitled to one vote per share on all matters on
which the holders of Common Stock are entitled to vote and do not have any
cumulative voting rights. Holders of Common Stock have no preemptive,
conversion, redemption or sinking fund rights. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share equally and ratably in the assets of the Company, if any, remaining
after the payment of all liabilities of the Company and the liquidation
preference of any outstanding class or series of Preferred Stock. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
by the Company in the Offerings when issued will be, fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to any series of Preferred Stock that the Company may issue in the
future, as described below.

Preferred Stock

The Board of Directors has the authority to issue Preferred Stock in one or
more series and to fix the number of shares constituting any such series and the
preferences, limitations and relative rights, including dividend rights,
dividend rate, voting rights, terms of redemption, redemption price or prices,
conversion rights and liquidation preferences of the shares constituting any
series, without any further vote or action by the shareholders of the Company.
The issuance of Preferred Stock by the Board of Directors could adversely affect
the rights of holders of Common Stock.

The potential issuance of Preferred Stock may have the effect of delaying
or preventing a change in control of the Company, may discourage bids for the
Common Stock at a premium over the market price of the Common Stock and may
adversely affect the market price of, and the voting and other rights of the
holders of, Common Stock. The Company has no plans to issue shares of Preferred
Stock.

Oregon Control Share and Business Combination Statutes

Upon completion of the Offerings, the Company will become subject to the
Oregon Control Share Act (the "Control Share Act"). The Control Share Act
generally provides that a person (the "Acquiror") who acquires voting stock of
an Oregon corporation in a transaction (other than a transaction in which voting
shares are acquired from the issuing public corporation) that results in the
Acquiror holding more than 20%, 33 1/3% or 50% of the total voting power of the
corporation (a "Control Share Acquisition") cannot vote the shares it acquires
in the Control Share Acquisition ("control shares") unless voting rights are
accorded to the control shares by (i) a majority of each voting group entitled
to vote and (ii) the holders of a majority of the outstanding voting shares,
excluding the control shares held by the Acquiror and shares held by the
Company's officers and inside directors. The term "Acquiror" is broadly defined
to include persons acting as a group.

The Acquiror may, but is not required to, submit to the Company a statement
setting forth certain information about the Acquiror and its plans with respect
to the Company. The statement may also request that the Company call a special
meeting of shareholders to determine whether voting rights will be accorded to
the control shares. If the Acquiror does not request a special meeting of
shareholders, the issue of voting rights of control shares will be considered at
the next annual or special meeting of shareholders. If the Acquiror's control
shares are accorded voting rights and represent a majority or more of all voting
power, shareholders who do not vote in favor of voting rights for the control
shares will have the right to receive the appraised "fair value" of their
shares, which may not be less than the highest price paid per share by the
Acquiror for the control shares.

Upon completion of the Offerings, the Company will become subject to
certain provisions of the Oregon Business Corporation Act that govern business
combinations between corporations and interested shareholders (the "Business
Combination Act"). The Business Combination Act generally provides that if a
person or entity acquires 15% or more of the outstanding voting stock of an
Oregon corporation (an "Interested Shareholder"), the corporation and the
Interested Shareholder, or any affiliated entity of the Interested Shareholder,
may not engage in certain business combination transactions for three years
following the date the person became an Interested Shareholder. Business
combination transactions for this purpose include (a) a merger or plan of share
exchange, (b) any sale, lease, mortgage or other disposition of 10% or more of
the assets of the corporation and (c) certain transactions that result in the
issuance or transfer of capital stock of the corporation to the Interested
Shareholder. These restrictions do not apply if (i) the Interested Shareholder,
as a result of the transaction in which such person became an Interested
Shareholder, owns at least 85% of the outstanding voting stock of the
corporation (disregarding shares owned by directors who are also officers and
certain employee benefit plans), (ii) the board of directors approves the
business combination or the transaction that resulted in the shareholder
becoming an Interested Shareholder before the Interested Shareholder acquires
15% or more of the corporation's voting stock or (iii) the board of directors
and the holders of at least two-thirds of the outstanding voting stock of the
corporation (disregarding

shares owned by the Interested Shareholder) approve the business combination
after the Interested Shareholder acquires 15% or more of the corporation's
voting stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offerings, there has not been any public market for the Common
Stock. Future sales of substantial amounts of Common Stock in the public market,
or the prospect of such sales, could adversely affect prevailing market prices.

Upon completion of the Offerings, 28,585,348 shares of Common Stock will be
outstanding. Of these shares, the 6,666,667 shares sold in the Offerings will be
freely tradeable without restriction under the Securities Act, unless purchased
by an "affiliate" of the Company, as that term is defined in Rule 144. The
remaining 21,918,681 shares outstanding after completion of the Offerings are
"restricted securities" as defined in Rule 144 and may be sold in the public
market only if registered under the Securities Act or if they qualify for an
exemption from registration, including an exemption pursuant to Rule 144.

The Company, its directors and officers and the holders of all of the
Company's outstanding Common Stock as of the date hereof have agreed that,
during the period beginning from the date of this Prospectus (or earlier with
the consent of the representatives of the Underwriters), and continuing to and
including the date 180 days after the date of this Prospectus, they will not
offer, sell, contract to sell or otherwise dispose of any shares of Common Stock
(other than (i) pursuant to employee stock option plans existing, or on the
conversion or exchange of convertible or exchangeable securities outstanding, on
the date of this Prospectus, (ii) bona fide gifts to transferees who agree to be
bound by a like restriction or (iii) private sales to persons who were
shareholders prior to the closing of the Offerings) or any securities of the
Company that are substantially similar to the shares of the Common Stock or
which are convertible into or exchangeable for securities that are substantially
similar to the shares of the Common Stock without the prior written consent of
the representatives of the Underwriters, except for the shares of Common Stock
offered in connection with the concurrent U.S. and international offerings. Upon
expiration of these agreements, 21,072,927 of these shares will be eligible for
immediate resale in the public market subject to the limitations of Rule 144.

In general under Rule 144, a person, including an "affiliate" of the
Company, who has beneficially owned restricted shares for at least one year is
entitled to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of Common Stock
(approximately 286,000 shares immediately following the Offerings) or the
average weekly trading volume of the Common Stock during the four calendar weeks
preceding such sale. Sales under Rule 144 are subject to certain manner of sale
limitations, notice requirements and the availability of current public
information about the Company. Rule 144(k) provides that a person who is not an
"affiliate" of the issuer at any time during the three months preceding a sale
and who has beneficially owned shares for at least two years is entitled to sell
those shares at any time without compliance with the public information, volume
limitation, manner of sale and notice provisions of Rule 144.

As of November 30, 1997, options to purchase 859,379 shares of Common Stock
were outstanding under the Stock Incentive Plan. The Company intends to file as
soon as practicable

following completion of the Offerings a registration statement on Form S-8 under
the Securities Act covering shares of Common Stock reserved for issuance under
the Stock Incentive Plan. Based on the number of options expected to be
outstanding upon completion of the Offerings and shares reserved for issuance
under the Stock Incentive Plan, the registration statement would cover 2,000,000
shares. See "Management - Stock Incentive Plan." The registration statement will
become effective immediately upon filing, whereupon, subject to the satisfaction
of applicable exercisability periods, Rule 144 volume limitations applicable to
affiliates and, in certain cases, the agreements with the representatives of the
Underwriters referred to above, shares of Common Stock to be issued upon
exercise of outstanding options granted pursuant to the Stock Incentive Plan
will be available for immediate resale in the open market.

VALIDITY OF THE ISSUANCE OF THE COMMON STOCK

The validity of the issuance of the Common Stock offered in the Offerings
will be passed upon for the Company by Stoel Rives LLP, Portland, Oregon and for
the Underwriters by Sullivan & Cromwell, Los Angeles, California.

EXPERTS

The Consolidated Financial Statements included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report appearing herein, and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement on Form S-1
under the Securities Act with respect to the Common Stock offered in the
Offerings. This Prospectus omits certain information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock offered in the
Offerings, reference is made to such Registration Statement, exhibits and
schedules. Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference. The Registration Statement, including the
exhibits and schedules filed therewith, may be inspected without charge at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials may be obtained from the Public
Reference Section of the Commission, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates and from the Commission's Internet
Web site at http://www.sec.gov.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
----
Independent Auditors' Report.............................................. F-2
Consolidated Balance Sheets at December 31, 1995 and 1996 and
September 30, 1997 (unaudited).......................................... F-3
Consolidated Statements of Operations for the years ended December 31,
1994, 1995 and 1996 and for the nine months ended September 30, 1996
and 1997 (unaudited).................................................... F-5
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1994, 1995 and 1996 and for the nine months ended
September 30, 1997 (unaudited).......................................... F-6
Consolidated Statements of Cash Flows for the years ended December 31,
1994, 1995 and 1996 and for the nine months ended September 30,
1996 and 1997 (unaudited)............................................... F-7
Notes to Consolidated Financial Statements................................ F-9

F-1

INDEPENDENT AUDITORS' REPORT

The Shareholders of Columbia Sportswear Company.:

We have audited the accompanying consolidated balance sheets of Columbia
Sportswear Company as of December 31, 1995 and 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the consolidated financial position of Columbia Sportswear Company and
subsidiaries as of December 31, 1995 and 1996, and the consolidated results of
their operations and their consolidated cash flows for each of the three years
in the period ended December 31, 1996, in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP

Portland, Oregon
April 10, 1997 (December 15, 1997 as to Notes 1 and 17)

F-2

COLUMBIA SPORTSWEAR COMPANY

CONSOLIDATED BALANCE SHEETS
(In Thousands)
- -------------------------------------------------------------------------------

December 31,
----------------------
September 30,
1995 1996 1997
(Unaudited)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 1,288 $ 3,283 $ 5,058
Short-term investments -- 848 --
Accounts receivable, net of allowance of $2,369,
$2,440, and $3,640, respectively 88,079 60,423 141,715
Inventories (Note 3) 48,404 34,638 69,249
Prepaid expenses and other 1,798 1,673 1,403
-------- -------- --------

Total current assets 139,569 100,865 217,425

PROPERTY, PLANT, AND EQUIPMENT (Note 4) 21,271 28,197 32,337

INTANGIBLES AND OTHER ASSETS (Note 5) 1,461 6,905 9,307
-------- -------- --------

TOTAL ASSETS $162,301 $135,967 $259,069
======== ======== ========

(Continued)

F-3

COLUMBIA SPORTSWEAR COMPANY

CONSOLIDATED BALANCE SHEETS
(In Thousands)
- -------------------------------------------------------------------------------

December 31,
-------------------------
September 30,
1995 1996 1997
(Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to bank (Note 7) $ 51,412 $ 11,520 $ 77,478
Accounts payable 22,746 18,090 45,587
Accrued expenses (Note 6) 12,284 11,166 20,652
Current portion of long-term debt (Note 8) 1,250 160 160
Distribution payable to shareholders 4,151 132 74
--------- --------- ---------

Total current liabilities 91,843 41,068 143,951

LONG-TERM DEBT (Note 8) -- 2,963 2,862

COMMITMENTS AND CONTINGENCIES
(Notes 7, 14, and 15) -- -- --

SHAREHOLDERS' EQUITY:
Common shares; 50,000 shares authorized;
issued and outstanding 27,655, 30,687, and
30,687, respectively 2,163 17,886 17,886
Retained earnings 68,567 81,034 101,679
Foreign currency adjustments (272) (664) (1,717)
Unearned portion of restricted stock issued
for future services -- (6,320) (5,592)
--------- --------- ---------

Total shareholders' equity 70,458 91,936 112,256
--------- --------- ---------

TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 162,301 $ 135,967 $ 259,069
========= ========= =========

See notes to consolidated financial statements. (Concluded)

F-4

COLUMBIA SPORTSWEAR COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
- -------------------------------------------------------------------------------

For the Nine
For the Years Ended Months Ended
December 31, September 30,
-------------------------------------- ------------------------
1994 1995 1996 1996 1997
(Unaudited)

NET SALES $256,426 $303,797 $298,988 $226,239 $258,355

COST OF SALES 148,940 182,971 176,859 135,626 144,571
-------- -------- -------- -------- --------

Gross profit 107,486 120,826 122,129 90,613 113,784

SELLING, GENERAL, AND
ADMINISTRATIVE 64,049 82,083 87,954 63,593 77,757
-------- -------- -------- -------- --------

INCOME FROM OPERATIONS 43,437 38,743 34,175 27,020 36,027
-------- -------- -------- -------- --------

OTHER EXPENSE:
Interest expense, net 3,220 5,767 4,220 3,248 2,497
Other (Notes 13 and 15) -- 2,500 7,477 -- --
-------- -------- -------- -------- --------

Total other expense 3,220 8,267 11,697 3,248 2,497
-------- -------- -------- -------- --------

INCOME BEFORE PROVISION
FOR INCOME TAXES 40,217 30,476 22,478 23,772 33,530

PROVISION FOR INCOME TAXES 1,893 1,750 1,468 1,463 1,730
-------- -------- -------- -------- --------

NET INCOME $ 38,324 $ 28,726 $ 21,010 $ 22,309 $ 31,800
======== ======== ======== ======== ========

PRO FORMA NET INCOME DATA:
Income before provision for income
taxes, as reported $ 40,217 $ 30,476 $ 22,478 $ 23,772 $ 33,530

Pro forma provision for income
taxes (Note 1) 16,087 12,190 8,991 9,509 13,412
-------- -------- -------- -------- --------

PRO FORMA NET INCOME $ 24,130 $ 18,286 $ 13,487 $ 14,263 $ 20,118
======== ======== ======== ======== ========

PRO FORMA NET INCOME PER
SHARE (Note 1) $ .47 $ .70
======== ========

PRO FORMA WEIGHTED AVERAGE
NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 28,934 28,934
======== ========

See notes to consolidated financial statements.

F-5

COLUMBIA SPORTSWEAR COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In Thousands)
- -------------------------------------------------------------------------------

Unearned
Common Stock Foreign portion of
----------------------- Currency restricted stock
Shares Retained Translation issued for
Outstanding Amount Earnings Adjustment future services Total

BALANCE, JANUARY 1, 1994 27,623 $ 2,061 $ 41,529 $ (196) $ -- $ 43,394

Capital contribution -- 21 -- -- -- 21
Distribution to shareholders -- -- (19,623) -- -- (19,623)
Net income -- -- 38,324 -- -- 38,324
Foreign currency translation adjustment -- -- -- (124) -- (124)
--------- --------- --------- --------- --------- ---------

BALANCE, DECEMBER 31, 1994 27,623 2,082 60,230 (320) -- 61,992

Stock bonus 32 81 -- -- -- 81
Distribution to shareholders -- -- (20,389) -- -- (20,389)
Net income -- -- 28,726 -- -- 28,726
Foreign currency translation adjustment -- -- -- 48 -- 48
--------- --------- --------- --------- --------- ---------

BALANCE, DECEMBER 31, 1995 27,655 2,163 68,567 (272) -- 70,458

Capital contribution -- 30 -- -- -- 30
Issuance of common stock 3,032 15,693 -- -- (6,320) 9,373
Distribution to shareholders -- -- (8,543) -- -- (8,543)
Net income -- -- 21,010 -- -- 21,010
Foreign currency translation adjustment -- -- -- (392) -- (392)
--------- --------- --------- --------- --------- ---------

BALANCE, DECEMBER 31, 1996 30,687 17,886 81,034 (664) (6,320) 91,936

Distribution to shareholders (unaudited) -- -- (11,155) -- -- (11,155)
Net income (unaudited) -- -- 31,800 -- -- 31,800
Foreign currency translation adjustment (unaudited) -- -- -- (1,053) -- (1,053)
Amortization of unearned compensation (unaudited) -- -- -- -- 728 728
--------- --------- --------- --------- --------- ---------

BALANCE, SEPTEMBER 30, 1997 (Unaudited) 30,687 17,886 $ 101,679 $ (1,717) $ (5,592) $ 112,256
========= ========= ========= ========= ========= =========

See notes to consolidated financial statements.

F-6

COLUMBIA SPORTSWEAR COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
- -------------------------------------------------------------------------------

For the Nine
For the Years Ended Months Ended
December 31, September 30,
------------------------------------ -----------------------
1994 1995 1996 1996 1997
(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 38,324 $ 28,726 $ 21,010 $ 22,309 $ 31,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,086 5,048 6,419 4,689 5,238
Noncash compensation -- 81 5,655 680 727
Loss on disposal of equipment 321 36 155 98 1
Changes in operating assets and liabilities:
Accounts receivable (25,118) (16,852) 26,340 (41,934) (84,165)
Inventories (24,576) (4,912) 13,749 (636) (34,709)
Prepaid expenses and other (356) (1,007) (709) (907) 248
Other assets 168 215 (5,585) (270) (2,702)
Accounts payable 16,071 (1,458) (3,605) 14,610 29,974
Accrued expenses 2,645 1,970 3,385 5,918 9,299
-------- -------- -------- -------- --------

Net cash provided by (used in) operating activities 10,565 11,847 66,814 4,557 (44,289)
-------- -------- -------- -------- --------

CASH FLOW FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (10,058) (13,074) (10,103) (4,347) (9,369)
Proceeds from sale of property, plant, and equipment 4,282 87 33 8 49
Purchase of short-term certificates of deposit -- -- (855) -- --
Maturity of short-term investments -- -- -- -- 815
-------- -------- -------- -------- --------

Net cash used in investing activities (5,776) (12,987) (10,925) (4,339) (8,505)
-------- -------- -------- -------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on notes payable to bank 18,744 27,615 (39,876) 15,594 66,018
Repayments on long-term debt (2,250) (2,500) (1,250) (1,250) (100)
Repayment of note payable to shareholder (252) -- -- -- --
Distributions to shareholders (19,390) (24,527) (12,562) (10,901) (11,211)
Capital contribution from shareholders 21 -- 30 -- --
Payments on acquisition note (408) -- -- -- --
-------- -------- -------- -------- --------

Net cash provided by (used in) financing activities (3,535) 588 (53,658) 3,443 54,707
-------- -------- -------- -------- --------

NET EFFECT OF EXCHANGE RATE CHANGES
ON CASH 3 (40) (236) (196) (138)
-------- -------- -------- -------- --------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1,257 (592) 1,995 3,465 1,775

CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 623 1,880 1,288 1,288 3,283
-------- -------- -------- -------- --------

CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,880 $ 1,288 $ 3,283 $ 4,753 $ 5,058
======== ======== ======== ======== ========

(Continued)

F-7

COLUMBIA SPORTSWEAR COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
- -------------------------------------------------------------------------------

For the Nine
For the Years Ended Months Ended
December 31, September 30,
------------------------------------ -----------------------
1994 1995 1996 1996 1997
(Unaudited)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for interest, net of
capitalized interest $ 3,088 $ 5,725 $ 4,419 $ 3,721 $ 2,404
State and foreign income taxes 1,538 1,887 2,765 1,628 1,203

SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Property, plant, and equipment acquired through
assumption of debt $ -- $ -- $ 3,123 $ 3,123 $ --
Note receivable from sale of fixed assets -- -- -- -- 128

See notes to consolidated financial statements. (Concluded)

F-8

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------

1. BASIS OF PRESENTATION AND ORGANIZATION

Nature of the Business - Columbia Sportswear Company (the "Company") is a
global leader in the design, manufacture, marketing and distribution of
active outdoor apparel throughout North America, Europe, Japan, and Korea.
The Company owns a 79% subsidiary, Columbia Sportswear Canada Limited
("CSCL"), which distributes outerwear in Canada. GTS, Inc., a holding
company, held a 21% interest in CSCL. GTS was wholly-owned by substantially
the same shareholders of the Company and had total assets of $147,000 at
December 31, 1996. On December 15, 1997, the Company and GTS were merged.
This merger has been accounted for in a manner similar to a pooling of
interest and, accordingly, the combined financial statements presented
herein reflect the merged companies as if GTS had always been a subsidiary
of the Company.

Unaudited Interim Information - The financial information with respect to
the nine-month periods ended September 30, 1996 and 1997 is unaudited. In
the opinion of management, such information contains all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results of such periods. The results of operations for
those periods are not necessarily indicative of the results to be expected
for the full year.

Pro Forma Adjustments - Upon completion of the contemplated initial public
offering of common stock and the merger with GTS, the Company and GTS will
be subject to federal and state income taxes from the effective date of the
sale of common stock by the Company. The pro forma consolidated statement
of operations income data for each of the three years in the period ended
December 31, 1996 and the nine-month periods ended September 30, 1996 and
1997 reflects adjustments for income taxes based upon income before
provision for income taxes as if the Company had been subject to additional
federal and state income taxes based upon a pro forma effective tax rate of
40%. In addition, the Company will be required to provide a deferred tax
asset for cumulative temporary differences between financial statement and
income tax basis of the Company's assets and liabilities by recording a
benefit for such deferred tax assets in its combined statement of
operations for the period following the effective date of the offerings.
Such deferred tax assets will be based on the cumulative temporary
difference upon the conversion from an S corporation to a C corporation at
the effective date of the sale of the common stock by the Company. The net
difference between the financial statement and income tax basis of the
Company's assets and liabilities is approximately $6,827,000 at December
31, 1996.

Pro Forma Net Income Per Share - Pro forma net income per share is based on
the weighted average number of shares of common stock outstanding and
dilutive common equivalent shares from stock options (using the treasury
stock method). The shares outstanding for all periods give effect to the
400-for-1 split as well as the following pro forma adjustments:

F-9

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

Year Ended Nine Months Ended
December 31, 1996 September 30, 1997
----------------- ------------------------------

Average shares outstanding
Voting 2,764,748 2,764,748
Nonvoting 27,922,823 27,922,823
---------- ----------
30,687,571 30,687,571

Effect of converting nonvoting
shares to voting shares (1) (906,759) (906,759)
Common stock equivalent 473,404 473,404
---------- ----------
30,254,216 30,254,216

Reverse stock split (2) (7,987,113) (7,987,113)

Shares issued to pay AAA account 22,267,103 22,267,103

Pro forma average shares 6,666,667 6,666,667
---------- ----------
28,933,770 28,933,770
========== ==========

- --------------------
<FN>
(1) Amounts reflect the reduction of shares as a result of the conversion of
nonvoting shares to voting shares which is planned to occur prior to
consummation of the planned offering of common stock by the Company.

(2) Reverse stock split of 0.736 shares for one share expected to occur prior
to consummation of the planned offering of common stock by the Company.
</FN>

Common and common equivalent shares issued during the 12-month period prior
to the proposed offering have been included in the calculation using the
treasury stock method as if they were outstanding for all periods presented
with an offering price equivalent to $15 per share.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts have been eliminated.

Short-Term Investments - Amounts consist of monies invested in certificates
of deposit with original maturities greater than three months.

Inventories are carried at the lower of cost or market. Cost is determined
using the first-in, first-out method.

Property, Plant, and Equipment - Property, plant, and equipment are stated
at cost. Depreciation of equipment and amortization of leasehold
improvements is provided using the straight-line method over the estimated
useful lives of the assets, ranging from 3 to 10 years. Buildings are
depreciated using the straight-line method over 30 years.

Intangibles - Goodwill is being amortized on a straight-line basis over
eight years.

Common Stock - In 1996, the Company's Board of Directors declared a
400-for-1 stock split of its common stock. All per share information in the
accompanying consolidated financial statements has been retroactively
adjusted to reflect this stock split.

Taxes on Income - Shareholders of the Company have elected to have the
Company be treated as an S corporation under provisions of the Internal
Revenue Code of 1986. Accordingly, payment of federal and state taxes on
income is the responsibility of the shareholders rather than the Company.
The Company and its Board of Directors have declared distributions to
shareholders in amounts approximately equal to the

F-10

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

shareholders' federal and state tax liability on the earnings of the
Company. In the states of California and New York, the Company has elected
C corporation status and is subject to those states' income taxes. CSCL is
subject to federal and provincial income tax in Canada. The provision for
income taxes differs from the amounts computed by applying the statutory
federal income tax rate to income before income taxes since the Company's
income is not subject to federal and certain state income taxes.

Foreign Currency Translation - The assets and liabilities of the Company's
foreign subsidiaries have been translated into U.S. dollars using the
exchange rates in effect at period end, and the revenues and expenses have
been translated into U.S. dollars using the average exchange rates in
effect during the period. Adjustments resulting from translation
adjustments are included as a separate component of stockholders' equity.

Product Warranty - Substantially all of the Company's products carry
lifetime warranty provisions for defects in quality and workmanship. The
Company's estimated liability for future warranty claims related to past
sales at December 31, 1995 and 1996 is approximately $2,024,000 and
$2,699,000, respectively, and is recorded in accrued expenses. Warranty
expense was approximately $718,000, $2,738,000, and $2,848,000 for the
years ended December 31, 1994, 1995, and 1996, respectively.

Statement of Cash Flows - For purposes of the statement of cash flows, cash
and cash equivalents includes cash on hand, amounts in demand deposit
accounts, and pooled investment funds with original maturities of three
months or less.

Adoption of Accounting Pronouncements - The Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 121, Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of,
for the year ended December 31, 1996. SFAS No. 121 establishes recognition
and measurement criteria for losses whenever events or changes in
circumstances indicate the carrying value of assets may not be recoverable
on an undiscounted cash flow basis. There was no effect on the Company's
combined financial statements as a result of the adoption of SFAS No. 121.

In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation. This statement is effective in fiscal 1997 with the
establishment of the Stock Incentive Plan (see Note 10). The Company
intends to adopt the disclosure provisions of SFAS No. 123 and account for
stock-based compensation in accordance with Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, which recognizes
compensation cost based on the intrinsic value of the equity instrument
awarded.

In February 1997, the FASB issued SFAS No. 128, Earnings Per Share, which
will be effective for the Company upon completion of the public offering.
This statement establishes standards for computing and presenting earnings
per share ("EPS") and applies to entities with publicly held common stock
or potential common stock. It replaces the presentation of primary EPS with
a presentation of basis EPS and requires the dual presentation of basic and
diluted EPS on the face of the income statement. This statement requires
restatement of all prior period EPS data presented.

Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

F-11

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

3. INVENTORIES

Inventories as of December 31, 1995 and 1996 and September 30, 1997
(unaudited) consist of the following (in thousands):

1995 1996 1997

Raw materials $ 5,540 $ 4,020 $ 4,608
Work-in-process 5,084 5,936 5,499
Finished goods 37,780 24,682 59,142
------- ------- -------
Total $48,404 $34,638 $69,249
======= ======= =======

4. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment as of December 31, 1995 and 1996 consist of
the following (in thousands):

1995 1996

Land $ 225 $ 1,359
Buildings 4,569 12,330
Machinery and equipment 19,621 20,488
Furniture and fixtures 3,736 4,432
Leasehold improvements 4,012 5,062
Automobiles 362 438
------- -------

Subtotal 32,525 44,109
Less accumulated depreciation and amortization 11,254 15,912
------- -------

Total $21,271 $28,197
======= =======

5. INTANGIBLES AND OTHER ASSETS

Other assets as of December 31, 1995 and 1996 consist of the following (in
thousands):

1995 1996

Note receivable from shareholder $ -- $3,818
Goodwill 1,402 1,099
Other 59 1,988
------ ------

Total $1,461 $6,905
====== ======

The note receivable from shareholder matures December 31, 2001 and bears
interest at the federal rate under the Internal Revenue Code of 1986 (6.31%
at December 31, 1996).

F-12

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

6. ACCRUED EXPENSES

Accrued expenses as of December 31, 1995 and 1996 consist of the following
(in thousands):

1995 1996

Accrued bonuses $ 2,746 $ 4,460
Accrued warranty reserve 2,024 2,698
Other 7,514 4,008
------- -------

Total $12,284 $11,166
======= =======

7. NOTES PAYABLE TO BANK

The Company has available an unsecured operating line of credit providing
for borrowings to a maximum of $70,000,000 during August 1, 1996 to
December 15, 1996 and $50,000,000 at all other times. Interest, due
monthly, is computed at the bank's prime rate minus 1.9% per annum, which
was 6.35% at December 31, 1996. If the Company defaults on its payments, it
is prohibited, subject to certain exceptions, from making dividend payments
or other distributions. The balance outstanding was $24,797,000 and
$6,250,000 at December 31, 1995 and 1996, respectively. The amended
agreement also includes a fixed rate option based on the Eurodollar rate
plus 75 basis points. The agreement extends to June 30, 1997 and the
Company intends to extend the operating line another year.

The Company also has available an unsecured revolving line of credit of
$25,000,000 with a $45,000,000 import line of credit to issue documentary
letters of credit on a sight basis. The combined Limit under this agreement
is $60,000,000. The revolving line accrues interest at the bank's prime
rate minus 2% per annum. The revolving line also has a fixed rate option
based on the bank's cost of funds plus 35 basis points. At December 31,
1995, the Company had borrowings of $20,000,000 under the fixed rate option
at an average rate of 6.3% per annum. There was no balance outstanding on
this line as of December 31, 1996.

The Company is party to a Buying Agency Agreement with Nissho Iwai American
Corporation and its Canadian affiliate ("Nissho") pursuant to which Nissho
provides the Company an unsecured line of credit. This line of credit is
used to finance the purchase of goods outside the U.S. which are produced
by the Company's independent manufacturers worldwide. The available funds
are limited to $120,000,000 with a sublimit of $70,000,000 on the import
line of credit. Borrowings bear interest at a rate of .5% above the three
month LIBOR rate. In addition, the Company is obligated to pay Nissho a
commission of 1.5% of the FOB price of the goods purchased by Nissho in its
capacity as buying agent. The agreement expires September 30, 1998 but will
automatically renew for a five year term unless either party elects
otherwise. The balance outstanding on the import line of credit was
$12,961,000 and $11,664,000 at December 31, 1995 and 1996, respectively,
and is included in accounts payable. At December 31, 1996, Columbia
Sportswear had $42,453,000 of firm purchase orders placed under these
financing arrangements.

F-13

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

CSCL has available a line of credit providing for borrowing to a maximum of
$18,000,000 Canadian (US$13,138,000). Interest, due monthly, is computed at
the Canadian prime lending rate, which was 4.75% at December 31, 1996. The
credit facility also includes a bankers acceptances ("B/As") option at the
bank's prime acceptance fee minus 50 basis points. B/As are issued in
multiples of C$100,000 with a maturity of not less than 30 days and not
more than 360 days. The facility is guaranteed by the Company. At December
31, 1996, the balance outstanding was C$720,000 and C$6,500,000 (US$525,000
and US$4,745,000) under the prime and B/A options, respectively and the
B/A's average rate of interest was 3.06%. At December 31, 1995, C$9,034,000
(US$6,615,000) was outstanding under the prime option.

8. LONG-TERM DEBT

Long-term debt as of December 31, 1995 and 1996 consists of the following
(in thousands):

1995 1996

Senior notes payable, unsecured, interest at 10.75%, payable
quarterly; principal payments due semi-annually, maturing
June 1996 $ 1,250 $ -

Mortgage note payable - 3,123

Less current portion 1,250 160
------- ------
Total long-term debt $ - $2,963
======= ======

The senior notes were paid off at maturity in 1996. The Company assumed a
mortgage in conjunction with the acquisition of a distribution center (Note
14). The loan matures in June 2009 and bears interest at 8.76%. Principal
payments due on the mortgage note payable as of December 31, 1996 were as
follows: $160,000 in 1997; $157,000 in 1998; $171,000 in 1999; $187,000 in
2000; $204,000 in 2001; and $2,244,000 thereafter.

9. SHAREHOLDERS' EQUITY

The Company is authorized to issue 50,000,000 shares of common stock,
10,000,000 of which are voting shares and 40,000,000 of which are nonvoting
shares. At December 31, 1994, 1995 and 1996, 2,488,800, 2,488,800, and
2,764,748 shares of voting, and 25,134,271, 25,166,372, and 27,922,823
shares of nonvoting stock are issued and outstanding. Shares for all
periods are restated to reflect a 400-for-1 split in 1996 for each share of
voting and nonvoting stock.

F-14

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

10. STOCK INCENTIVE PLANS

On March 12, 1997, the Board of Directors of the Company approved an
Employee Stock Incentive Plan (the "Plan"). The Company has reserved
2,000,000 shares of common stock for issuance pursuant to the Plan. At that
date, 1,017,000 incentive stock options and 15,000 nonqualified options
were granted under the Plan at an exercise price of $5.71 per share, the
estimated fair value at the date of grant. The options are exercisable, if
the Company completes a final underwritten public offering of Common Stock
registered with the Securities and Exchange Commission, ratably over a
five-year period beginning from the date of grant, and expire ten years
from the date of grant. If an offering is not completed, the options are
exercisable nine years from the date of the grant.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB Statement No. 107, Disclosures About Fair Value of Financial
Instruments, requires disclosure of fair value information about financial
instruments when it is practicable to estimate that value. The carrying
value of cash and cash equivalents, short-term certificates of deposit,
accounts receivable, notes payable, and long-term debt reflect their
approximate fair value at December 31, 1995 and 1996 based on their stated
terms and conditions.

12. PROFIT-SHARING PLAN

The Company has a 401(k) profit-sharing plan, which covers substantially
all employees with more than one year of service.

The Company may elect to make discretionary matching and/or non-matching
contributions. All contributions to the plan are determined by the Board of
Directors and totaled $948,000, $1,269,000, and $1,465,000 for the years
ended December 31, 1994, 1995, and 1996, respectively.

13. PARTICIPATION SHARE AGREEMENT

Effective December 1990, the Company adopted a Participation Share
Agreement (the "Plan") with a key employee. The Plan provided for the grant
of participation shares equivalent to 10% of the Company, which were to be
awarded at various dates through January 2000. Shares awarded were
subjected to vesting at a rate of 20% per year. The original Plan granted
the employee deferred compensation in the appreciation of a defined
per-share book value of the Company since January 1987 and contained an
anti-dilutive provision.

Effective December 31, 1996, the original Plan was terminated and a
Deferred Compensation Conversion Agreement (the "Agreement") was entered
into. Under the Agreement, the participation shares, whether or not vested
or awarded under the Plan, were converted to 276,000 shares of voting
common stock and 2,756,000 shares of nonvoting common stock. Of the
converted shares, 111,000 shares of voting common stock and 1,110,000
shares of nonvoting common stock awarded are subject to vesting through
December 2004.

F-15

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

The total value of the share conversion is $15,693,000, of which $6,320,000
is subjected to vesting. The unvested portion is recorded as a reduction in
shareholders' equity at December 31, 1996 and will be amortized to
compensation expense through December 2004 as shares are earned.
Compensation expense related to the Plan and the 1996 conversion totaled
$1,311,000, $922,000, and $5,742,000 for the years ended December 31, 1994,
1995, and 1996, respectively. Additionally, the Agreement also provided for
a cash bonus of $2,750,000 in consideration for past services and for
future bonuses to be paid in amounts equal to the accrued interest due and
owing on the note receivable from shareholder (Note 5). Of the total
expense for 1996 of $8,492,000, the normal recurring amount of $1,015,000
was reported as Selling, General, and Administrative expense and the
balance of $7,477,000 was reported as other expense in the consolidated
statement of operations.

14. LEASE OBLIGATIONS

The Company has a long-term lease agreement for a manufacturing facility
constructed to the Company's specifications. The initial lease term is for
ten years with three five-year renewal options and the lease also contains
purchase options at the end of five and ten years.

In December 1995, the Company acquired a long-term operating lease on a
commercial building with the intent of operating a retail outlet. The
remaining lease term is 33 years. The agreement contains a payment
escalation clause which increases the payment amount every four years with
the minimum increase the greater of the Consumer Price Index or 4% per
annum. Rent expense is recognized on a straight-line basis over the life of
the lease. The minimum lease payments are included in the schedule below.

Additionally, the Company leases certain operating facilities from
shareholders/directors of the Company. Total rent expense, including
month-to-month rentals, for these leases amounted to $462,000, $626,000,
and $277,000 for the years ended December 31, 1994, 1995, and 1996,
respectively.

In March 1996, the Company acquired the existing distribution center for
approximately $4.5 million from a shareholder and an officer of the Company
from whom the Company had previously leased the facility on a long-term
basis.

Rent expense was $1,205,000, $1,998,000, and $2,408,000 for third-party
leases during the years ended December 31, 1994, 1995, and 1996,
respectively.

F-16

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

Future minimum payments on all lease obligations greater than one year are
as follows (amounts in thousands):

Year Ending Third Related
December 31, Parties Parties Total

1997 $ 2,521 $ 194 $ 2,715
1998 1,665 61 1,726
1999 1,485 61 1,546
2000 1,319 61 1,379
2001 738 61 799
Thereafter 8,486 121 8,608
------- ------- -------
$16,214 $ 559 $16,773
======= ======= =======

15. COMMITMENTS AND CONTINGENCIES

Contingencies - The Company is a party to various legal claims, actions and
complaints. Although the ultimate resolution of legal proceedings cannot be
predicted with certainty, management believes that disposition of these
matters will not have a material adverse effect on the Company's
consolidated financial statements.

In 1995, the Company settled a dispute for the right to use the name
"Columbia" with a payment of $2,500,000 which has been reported as other
expense in the consolidated statement of operations.

16. GEOGRAPHIC INFORMATION

The majority of the Company's revenues are derived from its North American
operations. Such revenues amounted to 96%, 95%, and 91% of total revenues
for the years ended December 31, 1994, 1995, and 1996, respectively. The
remaining revenues are derived from throughout the world, with the majority
occurring in Europe for each of the past three years.

17. SUBSEQUENT EVENTS

On April 8, 1997, the Company loaned $1,904,777 to a shareholder to fund
the tax payment for stock bonuses received in fiscal year ending December
31, 1996. The note receivable matures on April 15, 2002, and bears interest
at the applicable federal rate under the Internal Revenue Code of 1986.

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, Disclosures About Segments of an Enterprise and Related
Information, which will be effective for the Company beginning January 1,
1998. SFAS No. 131 redefines how operating segments are determined and
requires qualitative disclosure of certain financial and descriptive
information about a company's operating segments. The Company believes the
segment information required to be disclosed under SFAS No. 131 will be
more comprehensive than previously provided, including expended disclosure
of income statement and balance sheet items for each of its reportable
operating segments. The Company has not yet completed its analysis of which
operating segments it will report on.

On July 21, 1997, the Board of Directors of the Company granted an
additional 45,000 shares of common stock under the Employee Stock Incentive
Plan (see Note 10) and 7,500 nonqualified options, at an exercise price of
$5.71 per share, the estimated fair value at the date of grant.

F-17

COLUMBIA SPORTSWEAR COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
- -------------------------------------------------------------------------------

On July 31, 1997, the Company extended its unsecured operating line of
credit. This extension granted available credit by which the aggregate of
the outstanding principal amount of loans is less than $70,000,000 during
August 1, 1997 through December 15, 1997, and $50,000,000 at all other
times. The maturity date is June 30, 1998 at which time both parties can
elect to extend the financing agreements.

On November 14, 1997, the Board of Directors of the Company granted an
additional 48,768 shares of common stock under the Employee Stock Incentive
Plan (see Note 10) and 115,000 nonqualified options at an exercise price of
$8.97 a share, the estimated fair value at the date of grant.

* * * * * *

F-18

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to each of the U.S. Underwriters named below, and
each of such U.S. Underwriters, for whom Goldman, Sachs & Co, NationsBanc
Montgomery Securities, Inc. and PaineWebber Incorporated are acting as
representatives, has severally agreed to purchase from the Company, the
respective number of shares of Common Stock set forth opposite its name below:

Number of Shares
U.S. Underwriter of Common Stock
---------------- ----------------

Goldman, Sachs & Co................................
NationsBanc Montgomery Securities, Inc.............
PaineWebber Incorporated...........................

----------------
Total......................................... 5,333,334
================

Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus and in part to certain securities dealers at such
price less a concession of $_____ per share. The U.S. Underwriters may allow,
and such dealers may reallow, a concession not in excess of $_____ per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the representatives.

The Company has entered into an underwriting agreement (the "International
Underwriting Agreement") with the underwriters of the International Offering
(the "International Underwriters") providing for the concurrent offer and sale
of 1,333,333 shares of Common Stock in an international offering outside the
United States. The offering price and aggregate underwriting discounts and
commissions per share for the two Offerings are identical. The closing of the
offering made hereby is a condition to the closing of the International
Offering, and vice versa. The representatives of the International Underwriters
are Goldman Sachs International, NationsBanc Montgomery Securities, Inc. and
PaineWebber International (U.K.) Ltd.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two Offerings, each of the
U.S. Underwriters named herein has agreed that, as a part of the distribution of
the shares offered hereby and subject to

U-1

certain exceptions, it will offer, sell or deliver the shares of Common Stock,
directly or indirectly, only in the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (the "United States") and to U.S. persons,
which term shall mean, for purposes of this paragraph: (a) any individual who is
a resident of the United States or (b) any corporation, partnership or other
entity organized in or under the laws of the United States or any political
subdivision thereof and whose office most directly involved with the purchase is
located in the United States. Each of the International Underwriters has agreed
pursuant to the Agreement Between that, as a part of the distribution of the
shares offered as a part of the International Offering, and subject to certain
exceptions, it will (i) not, directly or indirectly, offer, sell or deliver
shares of Common Stock (a) in the United States or to any U.S. persons or (b) to
any person who it believes intends to reoffer, resell or deliver the shares in
the United States or to any U.S. persons, and (ii) cause any dealer to whom it
may sell such shares at any concession to agree to observe a similar
restriction.

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.

The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of 800,000
additional shares of Common Stock solely to cover over-allotments, if any. If
the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof that the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
5,333,334 shares of Common Stock offered. The Company has granted the
International Underwriters a similar option to purchase up to an aggregate of
200,000 additional shares of Common Stock.

The Company, its directors and officers and the holders of all of the
Company's outstanding Common Stock as of the date hereof have agreed that,
during the period beginning from the date of this Prospectus and continuing to
and including the date 180 days after the date of the Prospectus, they will not
offer, sell, contract to sell or otherwise dispose of any shares of Common Stock
(other than (i) pursuant to employee stock option plans existing, or on the
conversion or exchange of convertible or exchangeable securities outstanding, on
the date of this Prospectus, (ii) bona fide gifts to transferees who agree to be
bound by a like restriction or (iii) private sales to persons who were
shareholders prior to the closing of the Offerings) or any securities of the
Company that are substantially similar to the shares of the Common Stock or
which are convertible into or exchangeable for securities that are substantially
similar to the shares of the Common Stock without the prior written consent of
the representatives, except for the shares of Common Stock offered in connection
with the concurrent U.S. and international offerings.

U-2

The representatives of the Underwriters have informed the Company that they
do not expect sales to accounts over which the Underwriters exercise
discretionary authority to exceed five percent of the total number of shares of
Common Stock offered by them.

Prior to the Offerings, there has been no public market for the shares. The
initial public offering price will be negotiated among the Company and the
representatives of the U.S. Underwriters and the International Underwriters.
Among the factors to be considered in determining the initial public offering
price of the Common Stock, in addition to prevailing market conditions, will be
the Company's historical performance, estimates of the business potential and
earnings prospects of the Company, an assessment of the Company's management and
the consideration of the above factors in relation to market valuation of
companies in related businesses.

The Common Stock will be quoted on the Nasdaq National Market under the
symbol "COLM."

In connection with the Offerings, the Underwriters may purchase and sell
the Common Stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the Offerings. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the Common Stock; and syndicate
short positions involve the sale by the Underwriters of a greater number of
shares of Common Stock than they are required to purchase from the Company in
the Offerings. The Underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the Common Stock sold in the Offerings for their account may be reclaimed by the
syndicate if such securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Common Stock, which may be higher than the price
that might otherwise prevail in the open market; and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
on the Nasdaq National Market, in the over-the-counter market or otherwise.

The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.

This Prospectus may be used by underwriters and dealers in connection with
offers and sales of the Common Stock, including shares initially sold in the
International Offering, to persons located in the United States.

U-3

==================================== ====================================

No person has been authorized to
give any information or to make any
representations other than those
contained in this Prospectus, and,
if given or made, such information
or representations must not be 6,666,667 Shares
relied upon as having been
authorized. This Prospectus does
not constitute an offer to sell or
the solicitation of an offer to buy Columbia Sportswear
any securities other than the Company
securities to which it relates or
an offer to sell or the
solicitation of an offer to buy
such securities in any
circumstances in which such offer
or solicitation is unlawful.
Neither the delivery of this Common Stock
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that there has been no
change in the affairs of the
Company since the date hereof or
that the information contained
herein is correct as of any time ----------
subsequent to its date.

--------------- [LOGO]

TABLE OF CONTENTS
----------
Page

Prospectus Summary............. 3
Risk Factors................... 8
Use of Proceeds................ 17
Dividend Policy and S
Corporation Status........... 17
Dilution....................... 18
Capitalization................. 19
Selected Consolidated Financial
Data......................... 21 Goldman, Sachs & Co.
Management's Discussion and
Analysis of Financial NationsBanc Montgomery
Condition and Results of Securities, Inc.
Operations................... 23
Business....................... 32 PaineWebber Incorporated
Management..................... 51
Certain Transactions........... 58 Representatives of the Underwriters
Principal Shareholders......... 60
Description of Capital Stock... 62
Shares Eligible for Future Sale 65
Validity of the Issuance of the
Common Stock................. 66
Experts........................ 66
Additional Information......... 66
Index to Consolidated Financial
Statements................... F-1
Underwriting................... U-1

---------------

Through and including ____________,
_____ (the 25th day after the date
of this Prospectus), all dealers
effecting transactions in the
Common Stock, whether or not
participating in this distribution,
may be required to deliver a
Prospectus. This is in addition to
the obligation of dealers to
deliver a Prospectus when acting as
Underwriters and with respect to
their unsold allotments or
subscriptions.

==================================== ========================================

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than
underwriting discounts, payable by the Registrant in connection with the offer
and sale of the Common Stock being registered. All amounts are estimates except
the registration fee, the NASD filing fee and the Nasdaq National Market entry
fee.

Registration fee.......................................... $ 36,187
NASD filing fee........................................... 12,767
Blue Sky fees and expenses (including legal fees)......... 8,500
Nasdaq National Market entry fee.......................... 50,000
Accounting fees and expenses.............................. 200,000
Other legal fees and expenses............................. 200,000
Transfer agent and registrar fee.......................... 15,000
Printing and engraving.................................... 100,000
Miscellaneous............................................. 77,546

----------
Total............................................... $ 700,000
==========

- ----------------

Item 14. Indemnification of Directors and Officers

Article IV of the Registrant's Second Amended and Restated Articles of
Incorporation (the "Articles"), to be effective upon completion of the
Offerings, requires indemnification of current or former directors of the
Registrant to the fullest extent not prohibited by the Oregon Business
Corporation Act (the "Act"). The Act permits or requires indemnification of
directors and officers in certain circumstances. The effects of the Articles and
the Act (the "Indemnification Provisions") are summarized as follows:

(a) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding (other than an action by or in the right of the
Company), if the person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Company, was not adjudged liable on the basis of receipt of an improper personal
benefit and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination of a
proceeding by judgment, order, settlement, conviction or plea of nolo
contendere, or its equivalent, is not, of itself, determinative that the person
did not meet the required standards of conduct.

(b) The Indemnification Provisions grant a right of indemnification in
respect of any proceeding by or in the right of the Company against the expenses
(including attorney fees) actually and reasonably incurred if the person
concerned acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the Company, except

II-1

that no right of indemnification will be granted if the person is adjudged to be
liable to the Company.

(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer of a controversy
described in (a) or (b) above is entitled to indemnification as a matter of
right.

(d) Because the limits of permissible indemnification under Oregon law are
not clearly defined, the Indemnification Provisions may provide indemnification
broader than that described in (a) and (b).

(e) The Registrant may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if the
director or officer affirms in writing in good faith that he or she has met the
standard of conduct to be entitled to indemnification as described in (a) or (b)
above and undertakes to repay any amount advanced if it is determined that the
person did not meet the required standard of conduct.

The Company has entered into indemnification agreements with each of the
Company's directors, a form of which is attached as an exhibit hereto and
is incorporated herein by reference.

The Registrant may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.

Item 15. Recent Sales of Unregistered Securities

(a) In December 1996 the Registrant entered into a Deferred Compensation
Conversion Agreement with Don Richard Santorufo, the Registrant's Chief
Operating Officer, providing for the conversion of deferred compensation units
granted under a prior agreement into an aggregate of 2,099,979 shares of the
Registrant's Common Stock. The issuance to Mr. Santorufo was made pursuant to
Section 4(2) of the Securities Act of 1933 (the "Securities Act") as a
transaction not involving a public offering. The Registrant reasonably believed
that the purchaser had such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the investment.
Mr. Santorufo represented his intention to acquire the securities for investment
and not with a view to distribution thereof.

(b) In December 1997 the Registrant issued an aggregate of 264,902 shares
of Common Stock to Gertrude Boyle, Timothy P. Boyle and Sarah Bany in exchange
for the capital stock of GTS, Inc., a minority shareholder in certain of the
Registrant's subsidiaries. The issuance was made pursuant to Section 4(2) of the
Securities Act as a transaction not involving a public offering. The Registrant
reasonably believed that each purchaser had such knowledge

II-2

and experience in financial and business matters as to be capable of evaluating
the merits and risks of the investment. Each represented an intention to acquire
the securities for investment and not with a view to distribution thereof.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

1.1 Form of U.S. Underwriting Agreement
1.2 Form of International Underwriting Agreement
2.1 Plan of Share Exchange Exchanging Shares of Columbia Sportswear
Company for all of the Shares of GTS, Inc.
*3.1 Second Amended and Restated Articles of Incorporation
*3.2 1998 Restated Bylaws
4.1 See Articles II of Exhibit 3.1 and Articles I of Exhibit 3.2
*5.1 Opinion of Stoel Rives LLP
10.1 1997 Stock Incentive Plan
10.2 Form of Incentive Stock Option Agreement
10.3 Form of Nonstatutory Stock Option Agreement
10.4 Credit Agreement between the Hong Kong and Shanghai Banking
Corporation Limited and the Registrant dated September 17, 1991,
as amended.
10.5 Buying Agency Agreement between Nissho Iwai American Corporation
and the Registrant dated January 1, 1992, as amended.
10.6 Credit Agreement between the Registrant and Wells Fargo Bank,
N.A. dated July 31, 1997.
10.7 Assumption Agreement by and between the Registrant, Timothy P.
Boyle and Don Santorufo and First Interstate Bank of Oregon,
N.A., dated February 1997.
10.8 Lease between Penzel & Company and the Registrant dated February
23, 1988, as amended.
*10.9 Lease between Timothy P. Boyle and Gertrude Boyle and the
Registrant, dated _______, 1997.
*10.10 Lease between Gertrude Boyle and the Registrant dated ________,
1997.
*10.11 Lease between BB&S Development Company and the Registrant, dated
February 12, 1996.
10.12 Lease between B.A.R.K. Holdings, Inc. and Columbia Sportswear
Canada Limited, dated January 3, 1994.
10.13 Form of Stock Purchase Agreement between Columbia Sportswear
Holdings Limited and Douglas Hamilton and Doug Hamilton in trust
for Elizabeth K. Hamilton, dated August 24, 1992.
10.14 Deferred Compensation Conversion Agreement between the Registrant
and Don Santorufo, dated December 31, 1996.
*10.15 Form of Tax Indemnification Agreement for existing shareholders.
10.16 Employment Agreement between Carl K. Davis and the Registrant
dated as of December 5, 1997.
10.17 Form of Indemnity Agreement for Directors
21.1 Subsidiaries of the Registrant
23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
27.1 Financial Data Schedule

- ----------------
* To be filed by amendment.

(b) Financial Statement Schedules

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 14, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-3

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreements certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Portland,
State of Oregon, on December 23, 1997.

COLUMBIA SPORTSWEAR COMPANY

By TIMOTHY P. BOYLE
------------------------------------------
Timothy P. Boyle
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each such person whose signature
appears below hereby constitutes and appoints Timothy P. Boyle and Patrick D.
Anderson, or any of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
amendments (whether pre-effective or post-effective) to this Registration
Statement and any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and to file the same with all exhibits thereto and other documents
in connection therewith with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or their substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the following capacities on December 23, 1997.

Signature Title
- --------- -----

Principal Executive Officer:

TIMOTHY P. BOYLE President, Secretary, Treasurer and
- ----------------------------------- Director
Timothy P. Boyle

II-5

Principal Financial and Accounting Officer:

PATRICK D. ANDERSON
- ----------------------------------- Chief Financial Officer
Patrick D. Anderson

GERTRUDE BOYLE Chairman of the Board of Directors
- -----------------------------------
Gertrude Boyle

SARAH BANY Director
- -----------------------------------
Sarah Bany

Director
- -----------------------------------
Murrey R. Albers

EDWARD S. GEORGE Director
- -----------------------------------
Edward S. George

JOHN STANTON Director
- -----------------------------------
John Stanton

II-6

EXHIBIT INDEX

Exhibit
No. Description

1.1 Form of U.S. Underwriting Agreement
1.2 Form of International Underwriting Agreement
2.1 Plan of Share Exchange Exchanging Shares of Columbia Sportswear
Company for all of the Shares of GTS, Inc.
*3.1 Restated Articles of Incorporation
*3.2 Bylaws
4.1 See Articles II of Exhibit 3.1 and Articles I of Exhibit 3.2
*5.1 Opinion of Stoel Rives LLP
10.1 1997 Stock Incentive Plan
10.2 Form of Incentive Stock Option Agreement
10.3 Form of Nonstatutory Stock Option Agreement
10.4 Credit Agreement between the Hong Kong and Shanghai Banking
Corporation Limited and the Registrant dated September 17, 1991,
as amended.
10.5 Buying Agency Agreement between Nissho Iwai American Corporation
and the Registrant dated January 1, 1992, as amended.
10.6 Credit Agreement between the Registrant and Wells Fargo Bank,
N.A. dated July 31, 1997.
10.7 Assumption Agreement by and between the Registrant, Timothy P.
Boyle and Don Santorufo and First Interstate Bank of Oregon,
N.A., dated February 1997.
10.8 Lease between Penzel & Company and the Registrant dated February
23, 1988, as amended.
*10.9 Lease between Timothy P. Boyle and Gertrude Boyle and the
Registrant, dated _______, 1997.
*10.10 Lease between Gertrude Boyle and the Registrant dated ________,
1997.
*10.11 Lease between BB&S Development Company and the Registrant, dated
February 12, 1996.
10.12 Lease between B.A.R.K. Holdings, Inc. and Columbia Sportswear
Canada Limited, dated January 3, 1994.
10.13 Form of Stock Purchase Agreement between Columbia Sportswear
Holdings Limited and Douglas Hamilton and Doug Hamilton in trust
for Elizabeth K. Hamilton, dated August 24, 1992.
10.14 Deferred Compensation Conversion Agreement between the Registrant
and Don Santorufo, dated December 31, 1996.
*10.15 Form of Tax Indemnification Agreement for existing shareholders.
10.16 Employment Agreement between Carl K. Davis and the Registrant
dated as of December 5, 1997.
10.17 Form of Indemnity Agreement for Directors
21.1 Subsidiaries of the Registrant
23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
27.1 Financial Data Schedule

- ----------------

* To be filed by amendment.