1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and the Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
−Removed: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized, and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Design and Evaluation of Internal Control Over Financial Reporting
−Removed: Report of Management
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
+Added: We have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and the Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report.
+Added: These disclosure controls and procedures require information to be disclosed in our Exchange Act reports to be (1) recorded, processed, summarized, and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer.
+Added: Based on our evaluation, we, including, our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Management's Report on Internal Control Over Financial Reporting
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act Rule 13a-15(f).
All internal control systems, no matter how well designed, have inherent limitations.
2 unchanged sentences
In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) .
−Removed: Based on our assessment, we believe that, as of December 31, 2019, the Company's internal control over financial reporting is effective based on those criteria.
−Removed: We continue to focus on several strategic initiatives to improve business processes and systems.
−Removed: These are long-term initiatives, which we believe will enhance our internal control over financial reporting due to increased automation and further integration of related processes.
−Removed: We will continue to monitor our internal control over financial reporting for effectiveness during the development of these strategic initiatives.
−Removed: In the quarter ended December 31, 2019, we continued to enhance the new retail platform deployed to our North America stores as part of the C1 initiative.
−Removed: The deployment and continuing enhancement of this initiative involve changes to the processes that constitute our internal control over financial reporting.
−Removed: We have taken steps to monitor and maintain appropriate internal control over financial reporting during this project and will continue to evaluate these controls for effectiveness.
−Removed: There have not been any other changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Our independent auditors have issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2019, which is included herein.
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and Board of Directors of Columbia Sportswear Company
−Removed: Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of Columbia Sportswear Company and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 27, 2020, expressed an unqualified opinion on those financial statements, and included an explanatory paragraph related to the Company’s change in method of accounting for leases in 2019 due to the adoption of Accounting Standards Update No.
−Removed: 2016-02, Leases (Topic 842).
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ DELOITTE & TOUCHE LLP
−Removed: Portland, Oregon
−Removed: February 27, 2020
+Added: Based on our assessment, we, including our Chief Executive Officer and Chief Financial Officer, have concluded our internal control over financial reporting is effective as of December 31, 2020.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touch LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 8 in this annual report.
+Added: Changes in Internal Control Over Financial Reporting
+Added: There have not been any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
1 unchanged sentence
The sections of our 2021 Proxy Statement entitled "PROPOSAL 1:
−Removed: ELECTION OF DIRECTORS," "CORPORATE GOVERNANCE - Oversight Documents - Code of Business Conduct and Ethics," CORPORATE GOVERNANCE - Broad Structure - Committees," and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - Section 16(a) Beneficial Ownership Reporting Compliance" are incorporated herein by reference.
+Added: ELECTION OF DIRECTORS," "CORPORATE GOVERNANCE - Oversight Documents - Code of Business Conduct and Ethics," and "CORPORATE GOVERNANCE - Board Structure - Committees" are incorporated herein by reference.
Information regarding our executive officers is included in Part I under "Information About Our Executive Officers".
EXECUTIVE COMPENSATION
−Removed: The sections of our 2020 Proxy Statement entitled "EXECUTIVE COMPENSATION," "DIRECTOR COMPENSATION," CORPORATE GOVERNANCE - Board Structure - Committees - Compensation Committee Interlocks and Insider Participation" and "COMPENSATION COMMITTEE REPORT" are incorporated herein by reference.
+Added: The sections of our 2021 Proxy Statement entitled "EXECUTIVE COMPENSATION," "DIRECTOR COMPENSATION,"
+Added: "CORPORATE GOVERNANCE - Board Structure - Committees - Compensation Committee Interlocks and Insider Participation" and "COMPENSATION COMMITTEE REPORT" are incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
17 unchanged sentences
Allowance for doubtful accounts $ 8,925 $ 19,156 $ (7,991) $ 1,720 $ 21,810
−Removed: Allowance for sales returns and miscellaneous claims (c)
Year Ended December 31, 2019:
Allowance for doubtful accounts $ 11,051 $ (108) $ (1,235) $ (783) $ 8,925
−Removed: Allowance for sales returns and miscellaneous claims (c)
Year Ended December 31, 2018:
Allowance for doubtful accounts $ 9,043 $ 3,908 $ (1,392) $ (508) $ 11,051
−Removed: Allowance for sales returns and miscellaneous claims 39,768 80,116 ( 75,066 ) 1,488 46,306
(a) Charges to the accounts included in this column are for the purposes for which the reserves were created.
(b) Amounts included in this column primarily relate to foreign currency translation.
−Removed: (c) Due to the adoption of ASC 606, beginning January 1, 2018, refunds to customers are accounted for as Accrued liabilities in the Consolidated Balance Sheets, and, therefore, are no longer required to be disclosed in Schedule II.
EXHIBIT INDEX
11 unchanged sentences
3.1(b) Second Amendment to Third Restated Articles of Incorporation (incorporated by reference to exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018) (File No.
−Removed: 3.2 2000 Restated Bylaws of Columbia Sportswear Company , as amend ed (incorporated by reference to exhibit 3.2 to the Company's Form 8-K filed on March 26, 2019) (File No.
+Added: 3.2 2000 Restated Bylaws of Columbia Sportswear Company, as amended (incorporated by reference to exhibit 3.2 to the Company's Form 8-K filed on March 26, 2019) (File No.
4.1 See Article II of Exhibit 3.1, as amended, and Article I of Exhibit 3.2.
−Removed: 4.2 Description of the Registrant's Securities Registered Securities Registered under Section 12 of the Exchange Act of 1934
+Added: 4.2 Description of the Registrant's Securities Registered under Section 12 of the Exchange Act of Description of the Registrant's Securities Registered under Section 12 of the Exchange Act of 1934.
+ 10.1 Columbia Sportswear Company 1997 Stock Incentive Plan, as amended (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017) (File No.
5 unchanged sentences
+ 10.5(c) Form of Nonstatutory Stock Option Agreement for stock options granted on or after July 20, 2017 (incorporated by reference to exhibit 10.2(m) to the Company's Annual Report on Form 10-K for the year ended December 31, 2017) (File No.
−Removed: + 10.5(d) Form of Nonstatutory Stock Option Agreement for stock options granted on or after January 24, 2019 (incor porated by reference to exhibit 10.5(e) to the Company's annual Report on Form 10-K for the y ear ended December 31, 201 8) (File No.
+Added: + 10.5(d) Form of Nonstatutory Stock Option Agreement for stock options granted on or after January 24, 2019 (incorporated by reference to exhibit 10.5(e) to the Company's annual Report on Form 10-K for the year ended December 31, 2018) (File No.
+ 10.6 Form of Restricted Stock Unit Award Agreement for restricted stock units granted on or after June 7, 2012 (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) (File No.
+ 10.6(a) Form of Restricted Stock Unit Award Agreement for restricted stock units granted on or after July 20, 2017 (incorporated by reference to exhibit 10.2(l) to the Company's Annual Report on Form 10-K for the year ended December 31, 2017) (File No.
−Removed: + 10.6(b) Form of Restricted Stock Unit Award Agreement for restricted stock units granted on or after January 24, 2019 (incorporated by reference to exhibit 10.6 ( c) to the Company's Annual Report on Form 10-K fo r the year ended December 31, 2018 )_( File No.
+Added: + 10.6(b) Form of Restricted Stock Unit Award Agreement for restricted stock units granted on or after January 24, 2019 (incorporated by reference to exhibit 10.6(c) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018) (File No.
+ 10.7 Columbia Sportswear Company 401(k) Excess Plan (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009) (File No.
−Removed: + 10.7(a) Columbia Sportswear Company 401(k) Excess Plan, as amended (i ncorporated by reference to exhibit 10.7(a) to the Compa ny's Annual Report on Form 10-K for th e year ended December 31, 2018) (File No.
+Added: + 10.7(a) Columbia Sportswear Company 401(k) Excess Plan, as amended (incorporated by reference to exhibit 10.7(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018) (File No.
+Added: + 10.7(b) Columbia Sportswear Company 401(k) Excess Plan, as amended (incorporated by reference to exhibit 10.
+Added: 1 to the Company's Quarterly Report on Form 10- Q for the quarterl y period ended September 30 , 20 20 ) (File No.
+ 10.8 Form of Performance-based Restricted Stock Unit Award Agreement for performance-based restricted stock units granted on or after December 17, 2013 (incorporated by reference to exhibit 10.2(l) to the Company's Annual Report on Form 10-K for the year ended December 31, 2013) (File No.
−Removed: + 10.8(a) Form of Performance-based Restricted Stock Unit Award Agreement for performance-based restricted stock units granted on or after January 24, 2019 (inc orporated by reference to exhibit 10.8(a) to the Company 's Annual Report on Form 10-K for the y ear ended December 31, 2018) (File No.
+Added: + 10.8(a) Form of Performance-based Restricted Stock Unit Award Agreement for performance-based restricted stock units granted on or after January 24, 2019 (incorporated by reference to exhibit 10.8(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2018) (File No.
+ 10.9 Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 1997 Stock Incentive Plan, on or after December 17, 2013 (incorporated by reference to exhibit 10.2(m) to the Company's Annual Report on Form 10-K for the year ended December 31, 2013) (File No.
−Removed: + 10.9(a) Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Co mpany's 1997 Stock Incentive Plan on or after January 24, 2019 (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ly period ended June 30, 2019) (File 000-23939)
+Added: + 10.9(a) Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 1997 Stock Incentive Plan on or after January 24, 2019 (incorporated by reference to exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019) (File 000-23939).
+ 10.10 Long Term Cash Incentive Plan of Columbia Sportswear Company, effective January 1, 2019 (incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019) (File No.
3 unchanged sentences
10.14 Amended and Restated Credit Agreement dated April 17, 2019 among Columbia Sportswear Company, Wells Fargo Bank, National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to the Company's Form 8-K filed on April 22, 2019) (File No.
+Added: 10.15 First Amendment to Amended and Restated Credit Agreement dated March 26, 2020, among Columbia Sportswear Company, Wells Fargo Bank, National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on April 1, 2020) (File No.
+Added: 10.16 Second Amended and Restated Credit Agreement dated April 15, 2020, among Columbia Sportswear Company, Wells Fargo Bank, National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on April 16, 2020) (File No.
+Added: 10.17 First Amendment to Second Amended and Restated Credit Agreement, entered into as of July 10, 2020, among Columbia Sportswear Company, Wells Fargo Bank, National Association, as the administrative agent for the lenders and as a lender, and Bank of America, N.A., as a lender (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on July 14, 2020) (File No.
+Added: 10.18 Credit Agreement dated December 30, 2020, among Columbia Sportswear Company, JPMorgan Chase Bank, National Association, as the administrative agent for the lenders and as a lender, and the other lenders party thereto (incorporated by reference to exhibit 10.1 to the Company's Form 8-K filed on January 4, 2021) (File No.
* 10.19 Form of Indemnity Agreement for Directors (incorporated by reference to exhibit 10.17 to the Company's Registration Statement Filed on Form S-1 filed on December 24, 1997) (File No.
1 unchanged sentence
+ 10.20 1999 Employee Stock Purchase Plan, as amended (incorporated by reference to exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001) (File No.
−Removed: + 10.17 Tax Differential on Supplemental Wages Agreement, dated November 1, 2019, by and between Columbia Sportswear Company and Franco Fogliato (incorporated by reference to exhibit 10.1 to the Company's Quarterly R e port on Form 10-Q for the quarterly period ended September 30, 2019) (File No.
+Added: + 10.21 Tax Differential on Supplemental Wages Agreement, dated November 1, 2019, by and between Columbia Sportswear Company and Franco Fogliato (incorporated by reference to exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019) (File No.
+Added: 10.22 Columbia Sportswear 2020 Stock Incentive Plan ("2020 Stock Incentive Plan") (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8, filed on June 4, 2020) (File No.
+Added: 10.23 Form of Nonstatutory Stock Option Agreement for stock options granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to exhibit 10.2 to the Company's Form 8-K, filed on June 4, 2020) (File No.
+Added: 10.24 Form of Restricted Stock Units Award Agreement for restricted stock units granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to exhibit 10.3 to the Company's Form 8-K, filed on June 4, 2020) (File No.
+Added: 10.25 Form of Performance-Based Restricted Stock Units Award Agreement for performance-based restricted stock units granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to exhibit 10.4 to the Company's Form 8-K, filed on June 4, 2020) (File No.
+Added: 10.26 Form of Long-Term Incentive Cash Award Agreement for cash awards granted under the Company's 2020 Stock Incentive Plan (incorporated by reference to exhibit 10.5 to the Company's Form 8-K, filed on June 4, 2020) (File No.
21.1 Subsidiaries of the Company.
3 unchanged sentences
31.2 Rule 13a-14(a) Certification of Jim A.
−Removed: Swanson, Senior Vice President and Chief Financial Officer
+Added: Swanson, Exe cutive Vice President and Chief Financial Officer.
32.1 Section 1350 Certification of Timothy P.
−Removed: Boyle, Chairman, President and Chief Executive Office r
+Added: Boyle, Chairman, President and Chief Executive Officer.
32.2 Section 1350 Certification of Jim A.
−Removed: Swanson, Senior Vice President and Chief Financial Officer
+Added: Swanson, Executive Vice President and Chief Financial Officer.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
10 unchanged sentences
FORM 10-K SUMMARY
+Added: T a b l e o f C o n t e n t s
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
C OLUMBIA S PORTSWEAR C OMPANY
−Removed: Senior Vice President, Chief Financial Officer
+Added: Executive Vice President and Chief Financial Officer
February 25, 2021
1 unchanged sentence
/s/ TIMOTHY P.
−Removed: Chairman, President and Chief Executive Officer (Principal Executive Officer)
−Removed: Senior Vice President, Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)
−Removed: /s/ MURREY R.
+Added: Chairman, President and Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: Executive Vice President and Chief Financial Officer
+Added: (Duly Authorized Officer and Principal Financial and Accounting Officer)
/s/ STEPHEN E.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.