Item 8. Financial Statements and Supplementary Data
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our management is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which we consider appropriate in the circumstances and include some amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.
Our accounting systems include controls designed to reasonably ensure that assets are safeguarded from unauthorized use or disposition and which provide for the preparation of financial statements in conformity with GAAP. These systems are supplemented by the selection and training of qualified financial personnel and an organizational structure providing for appropriate segregation of duties.
The Audit Committee is responsible for appointing the independent registered public accounting firm and reviews with the independent registered public accounting firm and management the scope and the results of the annual examination, the effectiveness of the accounting control system and other matters relating to our financial affairs as they deem appropriate.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Columbia Sportswear Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Columbia Sportswear Company and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Intangible Assets, Net – prAna Trademark– Refer to Notes 2 and 5 to the consolidated financial statements
Critical Audit Matter Description
The Company has trademarks and trade names (“trademarks”) that are indefinite-lived intangible assets. As of December 31, 2024, the carrying value of the Intangible assets, net was $79.2 million, of which $51.8 million was attributed to prAna’s trademark. The Company used the relief from royalty method to estimate fair value, which requires management to make significant estimates and assumptions related to projected net sales and royalty rate.
Auditing management’s estimates and assumptions related to projected net sales and the royalty rate for prAna involved especially subjective judgement.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates and assumptions related to projected net sales and royalty rate for the prAna trademark valuation included the following, among others:
• We tested the effectiveness of controls over intangible assets, including those over the forecasts of future net sales and selection of the royalty rate.
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• We evaluated management’s ability to accurately forecast future net sales by comparing actual results to management’s historical forecasts.
• We evaluated the reasonableness of management’s net sales forecasts by comparing the forecasts to:
◦ Historical net sales.
◦ Forecasted information included in the Company's press release as well as in analyst and industry reports for the Company and certain of its peer companies.
• To evaluate the reasonableness of the royalty rate we:
◦ Developed a range of independent estimates and compared those to the royalty rate selected by management.
◦ Tested the source information underlying the determination of the royalty rate selected by management and compared to royalty agreements of comparable companies.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
February 27, 2025
We have served as the Company’s auditor since at least 1994; however, an earlier year could not be reliably determined.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Columbia Sportswear Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Columbia Sportswear Company and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Portland, Oregon
February 27, 2025
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Table of Contents
Notes to Consolidated Financial Statements
CONSOLIDATED BALANCE SHEETS
As of December 31,
(in thousands) 2024 2023
ASSETS
Current Assets:
Cash and cash equivalents $ 531,869 $ 350,319
Short-term investments 283,608 414,185
Accounts receivable, net of allowance of $ 4,789 and $ 5,450 respectively
417,539 423,079
Inventories 690,515 746,288
Prepaid expenses and other current assets 85,051 80,814
Total current assets 2,008,582 2,014,685
Property, plant and equipment, net 282,908 287,281
Operating lease right-of-use assets 399,669 357,295
Intangible assets, net 79,221 79,908
Goodwill 26,694 26,694
Deferred income taxes 104,203 105,574
Other non-current assets 73,988 67,576
Total assets $ 2,975,265 $ 2,939,013
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 385,695 $ 235,927
Accrued liabilities 273,330 272,058
Operating lease liabilities 75,857 71,086
Income taxes payable 31,663 17,556
Total current liabilities 766,545 596,627
Non-current operating lease liabilities 373,328 336,772
Income taxes payable 13,176 25,688
Deferred income taxes 310 66
Other long-term liabilities 41,867 41,250
Total liabilities 1,195,226 1,000,403
Commitments and contingencies (Note 11)
Shareholders' Equity:
Preferred stock; 10,000 shares authorized; none issued and outstanding
— —
Common stock (no par value); 250,000 shares authorized; 56,245 and 59,996 issued outstanding, respectively
— —
Retained earnings 1,843,261 1,984,446
Accumulated other comprehensive loss ( 63,222 ) ( 45,836 )
Total shareholders' equity 1,780,039 1,938,610
Total liabilities and shareholders' equity $ 2,975,265 $ 2,939,013
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(in thousands, except per share amounts) 2024 2023 2022
Net sales $ 3,368,582 $ 3,487,203 $ 3,464,152
Cost of sales 1,677,497 1,757,271 1,753,074
Gross profit 1,691,085 1,729,932 1,711,078
Selling, general and administrative expenses 1,443,906 1,416,313 1,304,394
Impairment of goodwill and intangible assets
— 25,000 35,600
Net licensing income 23,562 21,665 22,020
Operating income 270,741 310,284 393,104
Interest income, net 27,703 13,687 2,713
Other non-operating income (expense), net ( 257 ) 2,221 1,593
Income before income tax 298,187 326,192 397,410
Income tax expense 74,914 74,792 85,970
Net income $ 223,273 $ 251,400 $ 311,440
Earnings per share:
Basic $ 3.83 $ 4.11 $ 4.96
Diluted $ 3.82 $ 4.09 $ 4.95
Weighted average shares outstanding:
Basic 58,333 61,232 62,754
Diluted 58,502 61,424 62,970
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(in thousands) 2024 2023 2022
Net income $ 223,273 $ 251,400 $ 311,440
Other comprehensive income (loss):
Change in available-for-sale securities (net of tax effect of $ 20 , $ 46 , and $ 0 , respectively)
( 61 ) 145 —
Change in derivative transactions (net of tax effects of $( 5,963 ), $ 6,662 , and $( 4,358 ), respectively)
19,705 ( 18,101 ) 11,876
Foreign currency translation adjustments (net of tax effects of $( 385 ), $ 285 , and $ 218 , respectively)
( 37,030 ) 2,757 ( 38,137 )
Other comprehensive loss ( 17,386 ) ( 15,199 ) ( 26,261 )
Comprehensive income $ 205,887 $ 236,201 $ 285,179
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(in thousands) 2024 2023 2022
Cash flows from operating activities:
Net income $ 223,273 $ 251,400 $ 311,440
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 55,944 58,063 54,752
Non-cash lease expense 77,378 68,989 62,647
Provision for uncollectible accounts receivable 2,555 3,142 ( 2,044 )
Deferred income taxes ( 6,204 ) ( 5,135 ) ( 8,118 )
Share-based compensation
24,777 23,051 21,021
Loss on impairment of goodwill and intangible assets — 25,000 35,600
Other, net ( 11,002 ) 1,374 2,594
Changes in operating assets and liabilities:
Accounts receivable ( 11,803 ) 123,830 ( 64,495 )
Inventories 39,131 283,826 ( 399,851 )
Prepaid expenses and other current assets 6,792 29,840 ( 25,749 )
Other assets ( 710 ) ( 3,148 ) ( 2,475 )
Accounts payable 155,176 ( 85,862 ) 40,429
Accrued liabilities 8,815 ( 62,239 ) 20,683
Income taxes payable 1,991 ( 8,800 ) ( 5,871 )
Operating lease assets and liabilities ( 78,627 ) ( 73,718 ) ( 62,749 )
Other liabilities 3,556 6,684 ( 3,055 )
Net cash provided by (used in) operating activities 491,042 636,297 ( 25,241 )
Cash flows from investing activities:
Purchases of short-term investments ( 669,093 ) ( 528,491 ) ( 44,876 )
Sales and maturities of short-term investments 816,232 121,279 176,083
Capital expenditures ( 59,805 ) ( 54,607 ) ( 58,467 )
Net cash provided by (used in) investing activities 87,334 ( 461,819 ) 72,740
Cash flows from financing activities:
Proceeds from credit facilities — 837 52,918
Repayments on credit facilities — ( 837 ) ( 52,979 )
Payment of line of credit issuance fees — — ( 604 )
Proceeds from issuance of common stock related to share-based compensation
6,120 7,354 6,588
Tax payments related to share-based compensation
( 4,871 ) ( 4,681 ) ( 4,229 )
Repurchase of common stock ( 317,756 ) ( 184,022 ) ( 287,443 )
Cash dividends paid ( 69,732 ) ( 73,440 ) ( 75,082 )
Net cash used in financing activities ( 386,239 ) ( 254,789 ) ( 360,831 )
Net effect of exchange rate changes on cash ( 10,587 ) 389 ( 19,831 )
Net increase (decrease) in cash and cash equivalents 181,550 ( 79,922 ) ( 333,163 )
Cash and cash equivalents, beginning of period 350,319 430,241 763,404
Cash and cash equivalents, end of period $ 531,869 $ 350,319 $ 430,241
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes $ 76,104 $ 90,507 $ 92,110
Supplemental disclosures of non-cash investing and financing activities:
Property, plant and equipment acquired through increase in liabilities $ 10,735 $ 10,125 $ 11,103
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Loss
Total
Shares
Outstanding Amount
Balance, December 31, 2021
65,164 $ — $ 1,993,628 $ ( 4,376 ) $ 1,989,252
Net income — — 311,440 — 311,440
Other comprehensive loss
— — — ( 26,261 ) ( 26,261 )
Cash dividends ($ 1.20 per share)
— — ( 75,082 ) — ( 75,082 )
Issuance of common stock related to share-based compensation, net
210 2,359 — — 2,359
Share-based compensation expense
— 21,021 — — 21,021
Repurchase of common stock ( 3,235 ) ( 10,688 ) ( 276,252 ) — ( 286,940 )
Balance, December 31, 2022
62,139 12,692 1,953,734 ( 30,637 ) 1,935,789
Net income — — 251,400 — 251,400
Other comprehensive loss
— — — ( 15,199 ) ( 15,199 )
Cash dividends ($ 1.20 per share)
— — ( 73,440 ) — ( 73,440 )
Issuance of common stock related to share-based compensation, net
235 2,673 — — 2,673
Share-based compensation expense
— 23,051 — — 23,051
Repurchase of common stock ( 2,378 ) ( 36,774 ) ( 147,248 ) — ( 184,022 )
Excise taxes related to repurchase of common stock — ( 1,642 ) — — ( 1,642 )
Balance, December 31, 2023
59,996 — 1,984,446 ( 45,836 ) 1,938,610
Net income — — 223,273 — 223,273
Other comprehensive loss
— — — ( 17,386 ) ( 17,386 )
Cash dividends ($ 1.20 per share)
— — ( 69,732 ) — ( 69,732 )
Issuance of common stock related to share-based compensation, net
211 1,249 — — 1,249
Share-based compensation expense
— 24,777 — — 24,777
Repurchase of common stock ( 3,962 ) ( 23,030 ) ( 294,726 ) — ( 317,756 )
Excise taxes related to repurchase of common stock — ( 2,996 ) — — ( 2,996 )
Balance, December 31, 2024
56,245 $ — $ 1,843,261 $ ( 63,222 ) $ 1,780,039
See accompanying notes to consolidated financial statements.
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Table of Contents
Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE PAGE
Note 1 Basis of Presentation and Organization 45
Note 2 Summary of Significant Accounting Policies 45
Note 3 Revenues 50
Note 4 Property, Plant and Equipment, Net 52
Note 5 Intangible Assets, Net and Goodwill 52
Note 6 Short-Term Borrowings and Credit Lines 53
Note 7 Accrued Liabilities 54
Note 8 Leases 55
Note 9 Income Taxes 56
Note 10 Retirement Savings Plans 58
Note 11 Commitments and Contingencies 59
Note 12 Shareholders' Equity 59
Note 13 Share-Based Compensation 60
Note 14 Earnings Per Share 65
Note 15 Accumulated Other Comprehensive Income (Loss) 66
Note 16 Segment Information 66
Note 17 Financial Instruments and Risk Management 69
Note 18 Fair Value Measures 71
Note 19 Supply Chain Financing 73
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Table of Contents
Notes to Consolidated Financial Statements
NOTE 1 — BASIS OF PRESENTATION AND ORGANIZATION
NATURE OF THE BUSINESS
Columbia Sportswear Company connects active people with their passions through its four brands, Columbia, SOREL, Mountain Hardwear, and prAna, by designing, developing, marketing, and distributing its outdoor, active and lifestyle apparel, footwear, accessories, and equipment products to meet the diverse needs of its customers and consumers.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Columbia Sportswear Company, its wholly owned subsidiaries and entities in which it maintains a controlling financial interest (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation.
ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates and assumptions. The Company's significant estimates relate to sales reserves, excess, close-out and slow-moving inventory, impairment of long-lived assets, impairment of indefinite-lived intangible assets and goodwill, and income taxes.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are stated at fair value or at cost, which approximates fair value, and include short-term highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest rates, with original maturities of three months or less. As of December 31, 2024 and 2023, Cash and cash equivalents consisted of cash, money market funds, United States ("U.S.") government treasury bills, and time deposits.
INVESTMENTS
As of December 31, 2024 and 2023, Short-term investments consisted of U.S. government treasury bills, as well as money market funds and mutual fund shares held as part of the Company's deferred compensation plan expected to be distributed in the next twelve months. The U.S. government treasury bills are classified as available-for-sale securities and are recorded at fair value with any unrealized gains or losses reported, net of tax, in Other comprehensive income (loss) . Investments held as part of the Company's deferred compensation plan are classified as trading securities and are recorded at fair value with any gains and losses included in Selling, general and administrative expenses ("SG&A expenses").
As of December 31, 2024 and 2023, long-term investments included in Other non-current assets consisted of money market funds and mutual fund shares held to offset liabilities to participants in the Company's deferred compensation plan. These investments are classified as long-term because the related deferred compensation liabilities are not expected to be paid within the next twelve months. These investments are classified as trading securities and are recorded at fair value with gains and losses reported as SG&A expenses .
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable have been reduced by an allowance for doubtful accounts. The Company maintains an allowance for estimated credit losses resulting from the inability of the Company's customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer
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Table of Contents
Notes to Consolidated Financial Statements
creditworthiness, historical levels of credit losses, and future expectations. Write-offs of accounts receivable were $ 2.5 million and $ 2.8 million for the years ended December 31, 2024 and 2023 , respectively.
INVENTORIES
Inventories consist primarily of finished goods and are carried at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates the first-in, first-out method. The Company periodically reviews its inventories for excess, close-out or slow-moving items and makes provisions as necessary to properly reflect inventory value.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The principal estimated useful lives are: land improvements, 15 years; buildings and building improvements, 15 - 30 years; furniture and fixtures, 3 - 10 years; and machinery, software and equipment, 3 - 10 years. Leasehold improvements are depreciated over the lesser of the estimated useful life of the improvement, which is most commonly 7 years, or the remaining term of the underlying lease.
Improvements to property, plant and equipment that substantially extend the useful life of the asset are capitalized. Repair and maintenance costs are expensed as incurred. Internal and external costs directly related to the development of internal-use software during the application development stage, including costs incurred for third party contractors and employee compensation, are capitalized and depreciated over a 3 - 10 year estimated useful life.
CLOUD COMPUTING ARRANGEMENTS
The Company’s cloud computing arrangements that are service contracts ("CCAs") primarily relate to various enterprise resource planning systems, as well as other supporting systems. Implementation costs associated with CCAs are capitalized ("CCA assets") when incurred during the application development stage and generally included in Other non-current assets in the Consolidated Balance Sheets. CCA assets are amortized on a straight-line basis over the lesser of their assessed useful lives or the contractual term of the CCA contract, with amortization included in the same financial statement line item in the Consolidated Statements of Operations as the expense for fees in the associated CCA contract. As of December 31, 2024, CCA assets in-service have useful lives which range from approximately one year to six years . As of December 31, 2024 and 2023, CCA assets consisted of capitalized implementation costs of $ 42.4 million and $ 38.6 million, respectively and associated accumulated amortization of $ 28.6 million and $ 19.8 million, respectively. Changes in these assets are recorded in Other assets within operating activities in the Consolidated Statements of Cash Flows.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, which include property, plant and equipment, lease right-of-use ("ROU") assets, and CCA assets are tested for recoverability only when events or circumstances indicate the carrying value may not be recoverable. In these cases, the Company estimates the future undiscounted cash flows to be derived from the asset or asset group to determine whether the asset or asset group is recoverable. If the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows, an analysis is performed to estimate the fair value of the asset or asset group. An impairment is recorded if the fair value of the asset or asset group is less than the carrying amount.
Impairment charges of long-lived assets, if any, are classified as SG&A expenses . During 2024, we tested certain long-lived assets for impairment at certain underperforming retail locations. For the years ended December 31, 2024 and 2023, impairment charges from underperforming retail stores were not material.
DEFINITE-LIVED INTANGIBLE ASSETS
Intangible assets that are determined to have finite lives were amortized using the straight-line method over their estimated useful lives. Intangible assets subject to amortization were fully amortized as of December 31, 2024.
INDEFINITE-LIVED INTANGIBLE ASSETS AND GOODWILL
The Company reviews and tests its indefinite-lived intangible assets and goodwill for impairment in the fourth quarter of each year and when events or changes in circumstances indicate that it is more likely than not that the fair value of the asset or reporting unit is less than its
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Table of Contents
Notes to Consolidated Financial Statements
carrying amount. The Company's intangible assets with indefinite lives consist of trademarks and trade names. In the impairment tests for trademarks and trade names indefinite-lived intangibles, the Company compares the estimated fair value of each asset to its carrying amount. In the impairment test for goodwill, the estimated fair value of the reporting unit is compared with the carrying amount of that reporting unit. For both indefinite-lived intangible assets and goodwill, if the carrying amount exceeds its estimated fair value, the Company recognizes an impairment loss as the excess of carrying amount over the estimate of fair value.
Impairment charges of goodwill and indefinite-lived intangible assets, if any, are classified as Impairment of goodwill and intangible assets in the Consolidated Statements of Operations.
LEASES
The Company leases, among other things, retail space, office space, warehouse facilities, storage space, vehicles, and equipment. Generally, the initial lease terms are between 5 and 10 years. Certain lease agreements contain scheduled rent escalation clauses and others include rental payments adjusted periodically depending on an index or rate. Certain retail space lease agreements provide for additional rents based on a percentage of annual sales in excess of stipulated minimums ("percentage rent"). Certain lease agreements require the Company to pay real estate taxes, insurance, common area maintenance, and other costs, collectively referred to as operating costs, in addition to base rent.
Certain lease agreements also contain lease incentives, such as tenant improvement allowances and rent holidays. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is generally at the Company's sole discretion. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a lease ROU asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term and (3) lease payments.
Unpaid lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses market-based rates as an input to derive an appropriate incremental borrowing rate, adjusted for the lease term and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.
The Company's lease contracts may include options to extend the lease following the initial term or terminate the lease prior to the end of the initial term. In most instances, at the commencement of the leases, the Company has determined that it is not reasonably certain to exercise either of these options; accordingly, these options are generally not considered in determining the initial lease term. In instances where the Company exercises an option it had previously determined it was not reasonably certain to exercise, the Company reassesses any remaining options in the contract that it is reasonably certain to exercise in its measurement of the lease term.
For most lease agreements entered into or reassessed after the adoption of Accounting Standards Codification ("ASC") 842, the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component. Therefore, for those leases, the lease payments used to measure the lease liability include all of the fixed consideration in the contract.
Variable lease payments associated with the Company's leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. Variable lease payments are presented in the Company's Consolidated Statements of Operations in the same line item as expense arising from fixed lease payments, which is generally within SG&A expenses .
Leases with an initial term of 12 months or less are considered short-term leases and not recorded on the Consolidated Balance Sheets. The Company recognizes lease expense for short-term leases on a straight-line basis over the lease term.
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Notes to Consolidated Financial Statements
INCOME TAXES
Income taxes are based on amounts of taxes payable or refundable in the current year and on expected future tax consequences of events that are recognized in the financial statements in different periods than they are recognized in tax returns. As a result of timing of recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial statement income and taxable income and between reported amounts of assets and liabilities in the Consolidated Balance Sheets and their respective tax bases. Deferred income tax assets and liabilities reported in the Consolidated Balance Sheets reflect estimated future tax effects attributable to these temporary differences and to net operating loss and net capital loss carryforwards, based on tax rates expected to be in effect for years in which the differences are expected to be settled or realized. Realization of deferred tax assets is dependent on future taxable income in specific jurisdictions. Valuation allowances are used to reduce deferred tax assets to amounts considered likely to be realized.
Accrued income taxes in the Consolidated Balance Sheets include unrecognized income tax benefits relating to uncertain tax positions, including related interest and penalties, classified as current or non-current. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. In making this determination, the Company assumes that the taxing authority will examine the position and that it will have full knowledge of all relevant information. Changes in the Company's assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period the assessment changes.
DERIVATIVES
The effective portion of changes in the fair value of outstanding cash flow hedges is recorded in Accumulated other comprehensive income (loss) until earnings are affected by the hedged transaction, and any ineffective portion is included in earnings. In most cases, amounts recorded in Accumulated other comprehensive income (loss) will be released to earnings after maturity of the related derivative. The Consolidated Statements of Operations classification of results from effective hedges is the same as that of the underlying exposure. Results of hedges of product costs are recorded in Cost of sales when the underlying hedged transactions affect earnings. Results of hedges of revenue are recorded in Net sales when the underlying hedged transactions affect earnings. Unrealized derivative gains and losses, which are recorded in assets and liabilities, respectively, are non-cash items and therefore are taken into account in the preparation of the Consolidated Statements of Cash Flows based on their respective balance sheet classifications.
FOREIGN CURRENCY TRANSLATION
For the Company's subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities have been translated into U.S. dollars using the exchange rates in effect at period end, and the sales and expenses have been translated into U.S. dollars using average exchange rates in effect during the period. The foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets.
REVENUE RECOGNITION
Revenues are recognized when the Company's performance obligations are satisfied as evidenced by transfer of control of promised goods to customers or consumers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services. Within the Company's wholesale channel, control generally transfers to the customer upon shipment to, or upon receipt by, the customer depending on the terms of sale with the customer. Within the Company's direct-to-consumer ("DTC") channel, control generally transfers to the consumer at the time of sale within retail stores and concession-based arrangements and generally upon shipment to the consumer with respect to e-commerce transactions.
The amount of consideration the Company expects to be entitled to receive and recognize as Net sales across both wholesale and DTC channels varies with changes in sales returns, other accommodations and incentives offered. The Company estimates expected sales returns and other accommodations, such as chargebacks and markdowns, and records a sales reserve to reduce Net sales. These estimates are based on historical rates of product returns and claims, as well as events and circumstances that indicate changes to such historical rates are warranted. However, actual returns and claims in any future period are inherently uncertain and thus may differ from estimates. As a result, the Company adjusts estimates of revenue at the earlier of when the most likely amount of consideration the Company expects to receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims are significantly different than the sales reserves established, the Company records an adjustment to Net sales in the period in which it made such determination.
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Licensing income, which is presented separately as Net licensing income on the Consolidated Statements of Operations and represents less than 1 % of total revenue, is recognized over time based on the greater of contractual minimum royalty guarantees and actual, or estimated, sales of licensed products by the Company's licensees.
The Company expenses sales commissions when incurred, which is generally at the time of sale, because the amortization period would have been one year or less. These costs are recorded within SG&A expenses .
Revenue recognized from contracts with customers is recorded net of sales taxes, value added taxes, or similar taxes that are collected on behalf of local taxing authorities.
Shipping and Handling Costs
Fees for shipping and handling activities which are billed to customers and consumers are recorded as Net Sales . The Company has elected to account for shipping and handling activities that occur after a customer has obtained control of a good as fulfillment costs rather than an additional performance obligation. Freight costs associated with the shipment of goods to customers and consumers, including freight costs associated with the transfer of inventory within the Company's distribution network and to the Company's retail stores, are recorded as Cost of sales .
Shipping and handling costs also include costs associated with the handling of inventory and warehousing costs associated with the operation of the Company's owned distribution centers and third-party logistics providers are recorded as SG&A expenses , and were $ 153.9 million, $ 183.2 million and $ 155.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
COST OF SALES
Cost of sales consists of all direct costs to source and purchase inventory, including product costs, freight, duties and other importation costs, as well as specific provisions for excess, close-out or slow-moving inventory. In addition, certain products carry life-time or limited warranty provisions for defects in quality and workmanship. Cost of sales includes a warranty reserve established for these provisions at the time of sale to cover estimated costs based on the Company's history of warranty repairs and replacements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses consists of personnel-related costs, advertising, depreciation and amortization, occupancy, warehousing, and other selling and general operating expenses related to the Company's business functions.
SHARE-BASED COMPENSATION
Share-based compensation cost is estimated at the grant date based on the award's fair value. For stock options, time-based restricted stock units, and market-based restricted stock units, share-based compensation cost is recognized over the expected requisite service period using the straight-line attribution method. For equity-classified market-based restricted stock units, the probability of achieving the related market condition is incorporated into the grant date fair value. If targets are not met, no compensation cost will be reversed except in the case of award forfeitures. For performance-based restricted stock units, share-based compensation cost is recognized based on the Company's assessment of the probability of achieving the related performance targets. If such targets are not met, no compensation cost is recognized and any previously recognized compensation cost is reversed. The Company estimates forfeitures for share-based awards granted, but which are not expected to vest.
ADVERTISING COSTS
Advertising costs, including marketing and demand creation spending, are expensed in the period incurred and are included in SG&A expenses . The Company may reimburse its customers for certain marketing activities at the Company's discretion. The costs for such activities are recorded as advertising costs when the Company has determined a payment is in exchange for a distinct good or service and approximates the fair value of the good or service received. Total advertising expense was $ 198.7 million, $ 209.4 million and $ 205.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
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RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The Company adopted ASU 2023-07 on a retrospective basis within this Annual Report on Form 10-K. The adoption resulted in enhanced disclosures which can be found within Note 16 of these Consolidated Financial Statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through disaggregation of specific rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and may be applied prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on the Company’s disclosures.
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The amendments in ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the ASU to determine the impact on the Company's disclosures.
RECLASSIFICATIONS
Certain amounts in the prior-period financial statements have been reclassified to conform to the current period presentation. Non-cash lease expense is now presented on its own line in the Company's Consolidated Statements of Cash Flows instead of combined with depreciation and amortization. Additionally, loss on disposal or impairment of property, plant and equipment and right-of-use assets is now included in Other, net in the Company's Consolidated Statements of Cash Flows.
NOTE 3 — REVENUES
DISAGGREGATED REVENUE
As disclosed below in Note 16, the Company has four geographic reportable segments: U.S., Latin America and Asia Pacific ("LAAP"), Europe, Middle East and Africa ("EMEA"), and Canada.
The following tables disaggregate the Company's reportable segment Net sales by product category and channel, which the Company believes provides a meaningful depiction of how the nature, timing and uncertainty of Net sales are affected by economic factors:
Year Ended December 31, 2024
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 1,727,076 $ 437,325 $ 355,353 $ 167,420 $ 2,687,174
Footwear 341,152 123,381 156,425 60,450 681,408
Total $ 2,068,228 $ 560,706 $ 511,778 $ 227,870 $ 3,368,582
Channel net sales
Wholesale $ 926,714 $ 283,751 $ 388,545 $ 135,348 $ 1,734,358
Direct-to-consumer 1,141,514 276,955 123,233 92,522 1,634,224
Total $ 2,068,228 $ 560,706 $ 511,778 $ 227,870 $ 3,368,582
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Year Ended December 31, 2023
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 1,783,205 $ 392,690 $ 319,468 $ 181,234 $ 2,676,597
Footwear 458,232 127,064 149,769 75,541 810,606
Total $ 2,241,437 $ 519,754 $ 469,237 $ 256,775 $ 3,487,203
Channel net sales
Wholesale $ 1,082,197 $ 256,423 $ 373,583 $ 161,800 $ 1,874,003
Direct-to-consumer 1,159,240 263,331 95,654 94,975 1,613,200
Total $ 2,241,437 $ 519,754 $ 469,237 $ 256,775 $ 3,487,203
Year Ended December 31, 2022
(in thousands)
U.S. LAAP EMEA Canada Total
Product category net sales
Apparel, Accessories and Equipment $ 1,829,389 $ 354,000 $ 303,731 $ 173,911 $ 2,661,031
Footwear 472,857 119,866 134,823 75,575 803,121
Total $ 2,302,246 $ 473,866 $ 438,554 $ 249,486 $ 3,464,152
Channel net sales
Wholesale $ 1,114,337 $ 225,932 $ 364,598 $ 162,773 $ 1,867,640
Direct-to-consumer 1,187,909 247,934 73,956 86,713 1,596,512
Total $ 2,302,246 $ 473,866 $ 438,554 $ 249,486 $ 3,464,152
PERFORMANCE OBLIGATIONS
For the years ended December 31, 2024, 2023, and 2022 Net sales recognized from performance obligations related to prior periods were not material. Net sales expected to be recognized in any future period related to remaining performance obligations is not material.
CONTRACT BALANCES
As of December 31, 2024 and 2023, the Company did not have any contract assets and had an immaterial amount of contract liabilities included in Accrued liabilities on the Consolidated Balance Sheets.
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NOTE 4 — PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
As of December 31,
(in thousands)
2024 2023
Land and improvements $ 32,862 $ 33,028
Buildings and improvements 226,336 226,510
Machinery, software and equipment 405,909 397,310
Furniture and fixtures 127,366 115,430
Leasehold improvements 184,800 176,731
Construction in progress 15,420 10,202
992,693 959,211
Less accumulated depreciation ( 709,785 ) ( 671,930 )
$ 282,908 $ 287,281
Depreciation expense for Property, plant and equipment, net was $ 55.3 million, $ 56.4 million, and $ 53.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
NOTE 5 — INTANGIBLE ASSETS, NET AND GOODWILL
INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
As of December 31,
(in thousands)
2024 2023
Intangible assets with definite lives:
Patents and purchased technology $ 14,198 $ 14,198
Customer relationships 23,000 23,000
Gross carrying amount 37,198 37,198
Accumulated amortization:
Patents and purchased technology ( 14,198 ) ( 14,198 )
Customer relationships ( 23,000 ) ( 22,313 )
Accumulated amortization ( 37,198 ) ( 36,511 )
Net carrying amount — 687
Intangible assets with indefinite lives 79,221 79,221
Intangible assets, net $ 79,221 $ 79,908
I ntangible assets subject to amortization were fully amortized as of December 31, 2024. Amortization expense for intangible assets subject to amortization was $ 0.7 million for the year ended December 31, 2024 and $ 1.7 million for the years ended December 31, 2023 and 2022.
For the years ended December 31, 2024 and 2023, there was no im pairment recorded for intangible assets with indefinite lives. For the year ended December 31, 2022, an impairment charge of $ 18.7 million was recorded for the impairment of prAna's trademark and trade name (collectively, "trademark"). The impairment of the prAna trademark was determined as part of the annual impairment test. The decline in
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estimated fair value from the fourth quarter 2021 impairment test reflected a decline in forecasted revenue, a lower estimated royalty rate, and a slightly higher discount rate.
GOODWILL
The following table sets forth the changes in Goodwill .
(in thousands)
Balance as of December 31, 2022
Goodwill
$ 73,208
Accumulated impairment losses
( 21,514 )
Carrying value 51,694
Impairment losses during 2023
(25,000)
Balance as of December 31, 2023
Goodwill
73,208
Accumulated impairment losses
( 46,514 )
Carrying value 26,694
Impairment losses during 2024
—
Balance as of December 31, 2024
Goodwill
73,208
Accumulated impairment losses
( 46,514 )
Carrying value $ 26,694
Substantially all of the Company's goodwill is recorded in the U.S. segment.
For the year ended December 31, 2024, there was no impairment recorded for goodwill. For the years ended December 31, 2023 and 2022, an impairment charge of $ 25.0 million and $ 16.9 million was recorded for the impairment of goodwill attributable to the prAna reporting unit, respectively. The impairment of the goodwill attributable to the prAna reporting unit was determined as part of the annual impairment test. For the year ended December 31, 2023, the decline in estimated fair value from the fourth quarter 2022 impairment test reflected an increase in the weighted-average cost of capital used in the discounted cash flow model and lower operating income levels. For the year ended December 31, 2022, the decline in estimated fair value from the fourth quarter 2021 impairment test reflected lower assumed revenue and operating income levels, while the weighted-average cost of capital used in the discounted cash flow model remained relatively unchanged.
NOTE 6 — SHORT-TERM BORROWINGS AND CREDIT LINES
DOMESTIC CREDIT FACILITY
The Company has an unsecured, committed revolving credit facility (the “Credit Facility”) that provides for up to $ 500.0 million of borrowings, which is available for working capital and general corporate purposes, including a sublimit for the issuance of letters of credit. The Credit Facility matures on July 12, 2027. Interest, generally payable monthly, is based on the Company's option of either the secured overnight financing rate (“SOFR”) plus an applicable margin or a base rate. Base rate is defined as the highest of the following, plus an applicable margin:
• the administrative agent's prime rate;
• the higher of the federal funds rate or overnight bank funding rate set by the Federal Reserve Bank of New York, plus 0.50 %; or
• the one-month SOFR plus 1.00 %.
The applicable margin for SOFR loans will range from 1.00 % to 1.50 % based on the Company’s funded debt ratio. The applicable margin for base rate loans will range from 0.00 % to 0.50 % based on the Company’s funded debt ratio. A commitment fee ranging from 0.10 % to 0.20 % based on the Company's funded debt ratio is paid quarterly on the average daily unused commitment amount of the Credit Facility.
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The agreement for the Credit Facility requires the Company to comply with a financial covenant to maintain a certain funded debt ratio. In addition, the agreement includes customary covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness and liens, engage in mergers, acquisitions and dispositions, and engage in transactions with affiliates, as well as restrict the amount of certain payments, including dividends and share buybacks in the event the Company's funded debt ratio is greater than a set amount.
As of December 31, 2024, the Company was in compliance with all associated covenants. As of December 31, 2024 and 2023, there was no balance outstanding.
INTERNATIONAL CREDIT FACILITY
The Company's European subsidiary has available an unsecured, committed line of credit, which is guaranteed by the Company, and provides for borrowing up to a maximum of € 4.4 million (approximately US$ 4.6 million) as of December 31, 2024, with borrowings to accrue interest at a base rate plus 75 basis points. As of December 31, 2024 and 2023 there was no balance outstanding.
NOTE 7 — ACCRUED LIABILITIES
Accrued liabilities consisted of the following:
As of December 31,
(in thousands) 2024 2023
Sales reserves $ 96,857 $ 103,907
Accrued salaries, bonus, and other benefits
84,270 72,726
Accrued import duties 15,151 18,741
Taxes other than income taxes payable 21,662 18,706
Product warranties 11,267 11,620
Other 44,123 46,358
$ 273,330 $ 272,058
A reconciliation of product warranties is as follows:
Year Ended December 31,
(in thousands) 2024 2023 2022
Balance at the beginning of the year
$ 11,620 $ 13,810 $ 13,645
Provision for warranty claims 2,132 877 3,627
Warranty claims ( 2,215 ) ( 3,075 ) ( 3,163 )
Other ( 270 ) 8 ( 299 )
Balance at the end of the year
$ 11,267 $ 11,620 $ 13,810
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NOTE 8 — LEASES
The components of lease cost consisted of the following:
Year Ended December 31,
(in thousands) 2024 2023 2022
Operating lease cost $ 93,653 $ 83,866 $ 76,650
Variable lease cost 67,459 65,376 63,537
Short term lease cost 10,972 10,117 5,775
$ 172,084 $ 159,359 $ 145,962
The following table presents supplemental cash flow information related to leases:
Year Ended December 31,
(in thousands) 2024 2023 2022
Cash paid for amounts included in the measurement of operating lease liabilities $ 98,620 $ 85,793 $ 81,130
Operating lease liabilities arising from obtaining lease ROU assets (1)
$ 128,605 $ 83,393 $ 51,976
(1) Includes amounts added to the carrying amount of lease liabilities resulting from lease modifications and reassessments.
The following table presents supplemental balance sheet information related to leases:
As of December 31,
2024 2023
Weighted average remaining lease term 5.79 years 5.45 years
Weighted average discount rate 4.89 % 4.42 %
The following table presents the future maturities of operating lease liabilities as of December 31, 2024:
(in thousands)
2025 $ 94,523
2026 91,054
2027 79,911
2028 70,783
2029 53,899
Thereafter 133,955
Total operating lease payments
524,125
Less: imputed interest ( 74,940 )
Total operating lease liabilities
449,185
Less: current operating lease liabilities
( 75,857 )
Non-current operating lease liabilities
$ 373,328
As of December 31, 2024, the Company has additional commitments for operating leases that have not yet commenced of $ 13.6 million. These leases will commence in 2025 with lease terms of approximately one to ten years .
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NOTE 9 — INCOME TAXES
INCOME TAX PROVISION
Consolidated income from operations before income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2024 2023 2022
U.S. operations
$ 83,120 $ 125,578 $ 243,695
Foreign operations 215,067 200,614 153,715
Income before income tax $ 298,187 $ 326,192 $ 397,410
The components of the provision for income taxes consisted of the following:
Year Ended December 31,
(in thousands)
2024 2023 2022
Current:
Federal $ 32,073 $ 39,939 $ 52,503
State and local 8,394 6,879 11,191
Non-U.S.
40,651 33,109 25,615
81,118 79,927 89,309
Deferred:
Federal ( 11,925 ) ( 5,492 ) ( 13,248 )
State and local ( 1,258 ) ( 1,589 ) ( 710 )
Non-U.S.
6,979 1,946 10,619
( 6,204 ) ( 5,135 ) ( 3,339 )
Income tax expense $ 74,914 $ 74,792 $ 85,970
The following is a reconciliation of the statutory federal income tax rate to the effective rate reported in the financial statements:
Year Ended December 31,
(percent of income before tax) 2024 2023 2022
Provision for federal income taxes at the statutory rate 21.0 % 21.0 % 21.0 %
State and local income taxes, net of federal benefit 1.9 1.2 1.6
Non-U.S. income taxed at different rates
( 0.5 ) ( 1.4 ) ( 0.4 )
Valuation allowance
2.1 — —
Adjustment to deferred taxes — — 0.1
Global intangible low-taxed income
— 0.9 0.1
Research credits ( 0.7 ) ( 0.7 ) ( 0.4 )
Withholding taxes 0.4 1.0 0.2
Excess tax benefits from share-based compensation plans
0.2 0.1 —
Other 0.7 0.8 ( 0.6 )
Actual provision for income taxes 25.1 % 22.9 % 21.6 %
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DEFERRED INCOME TAX BALANCES
Significant components of the Company's deferred taxes consisted of the following:
As of December 31,
(in thousands)
2024 2023
Deferred tax assets:
Accruals and allowances $ 37,436 $ 29,585
Lease liabilities
114,079 103,551
Capitalized inventory costs 17,895 20,589
Sales reserves 16,648 16,559
Share-based compensation
10,682 9,166
Net operating loss carryforwards 2,550 1,720
Depreciation and amortization 10,473 20,335
Capitalized research and development expenditures 23,392 17,008
Tax credits 153 860
Other 3,153 2,471
Gross deferred tax assets 236,461 221,844
Valuation allowance ( 10,670 ) ( 7,141 )
Net deferred tax assets 225,791 214,703
Deferred tax liabilities:
Depreciation and amortization ( 3,149 ) ( 879 )
Prepaid expenses ( 3,216 ) ( 3,315 )
Lease ROU assets
( 100,475 ) ( 90,756 )
Deferred tax liability associated with future repatriations ( 7,849 ) ( 11,657 )
Foreign currency ( 7,209 ) ( 2,588 )
Gross deferred tax liabilities ( 121,898 ) ( 109,195 )
Total net deferred taxes $ 103,893 $ 105,508
The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company had foreign net operating loss carryforwards of $ 12.1 million as of December 31, 2024, of which $ 11.7 million have a 15-year carryforward period and $ 0.4 million have an unlimited carryforward period. As of December 31, 2024 and 2023, the net operating losses result in deferred tax assets of $ 2.6 million and $ 1.7 million, respectively, and were subject to a valuation allowance of $ 2.5 million and $ 0 , respectively.
As of December 31, 2024 , the Company had a foreign deferred tax asset of $ 10.7 million , which is subject to a valuation allowance of $ 8.2 million . As of December 31, 2023 , the Company had a foreign deferred tax asset of $ 9.4 million , which was subject to a valuation allowance of $ 7.0 million .
As of December 31, 2024, the Company had accumulated undistributed earnings generated by the Company's foreign subsidiaries of $ 295.5 million. These earnings have already been subject to U.S. tax, so any further taxes associated with such earnings would generally be limited to foreign withholding and state taxes. The Company has recorded a deferred tax liability for these, except in the jurisdictions where the Company intends to indefinitely reinvest the earnings.
UNRECOGNIZED TAX BENEFITS
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is subject to examination by taxing authorities throughout the
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world, including major jurisdictions such as Canada, China, France, Japan, South Korea, Switzerland, and the U.S.. The Company has effectively settled France tax examinations of all years through 2016, Canadian tax examinations of all years through 2018, China tax examinations of all years through 2018, U.S. tax examinations of all years through 2018, Japanese tax examinations of all years through 2019, and Swiss tax examinations of all years through 2019. The Korean National Tax Service concluded an audit of the Company's 2009 through 2013 corporate income tax returns in 2014, an audit of the Company's 2014 corporate income tax return in 2016, and an audit of 2016 through 2020 corporate income tax returns in 2022. Due to the nature of the findings in the 2009 through 2014 audits, the Company has invoked the Mutual Agreement Procedures outlined in the U.S.-Korean income tax treaty. The Company does not anticipate that adjustments relative to these findings, or any other ongoing tax audits, will result in material impacts to its financial condition, results of operations or cash flows. Other than the findings and audits previously noted, the Company is not currently under examination in any other major jurisdiction.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Year Ended December 31,
(in thousands)
2024 2023 2022
Balance at beginning of year $ 10,318 $ 10,177 $ 13,855
Increases related to prior year tax positions 264 578 234
Decreases related to prior year tax positions ( 307 ) — ( 1,646 )
Increases related to current year tax positions 1,247 1,376 1,355
Expiration of statute of limitations ( 1,458 ) ( 1,813 ) ( 3,621 )
Balance at end of year $ 10,064 $ 10,318 $ 10,177
Due to the potential for resolution of income tax audits currently in progress, and the expiration of various statutes of limitation, it is reasonably possible that the unrecognized tax benefits balance may change within the twelve months following December 31, 2024 by a range of zero to $ 1.7 million. Open tax years, including those previously mentioned, contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, timing, or inclusion of revenue and expenses or the sustainability of income tax credits for a given examination cycle.
Unrecognized tax benefits of $ 8.8 million, $ 9.2 million and $ 9.2 million would affect the effective tax rate if recognized as of December 31, 2024, 2023 and 2022, respectively.
The Company recognizes interest expense and penalties related to income tax matters in Income tax expense . The Company recognized a net increase of interest and penalties of $ 0.8 million and $ 2.7 million in 2024 and 2023, respectively, and a net decrease of interest and penalties of $ 0.8 million in 2022, all of which related to uncertain tax positions. The Company had $ 5.3 million and $ 4.5 million of accrued interest and penalties related to uncertain tax positions as of December 31, 2024 and 2023, respectively.
NOTE 10 — RETIREMENT SAVINGS PLANS
401(K) PROFIT-SHARING PLAN
The Company has a 401(k) profit-sharing plan, which covers substantially all U.S. employees. Participation begins the first day of the quarter following completion of 30 days of service. The Company, with approval of the Board of Directors, may elect to make discretionary matching or non-matching contributions. Costs recognized for Company contributions to the pla n were $ 14.9 million , $ 15.6 million and $ 13.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
DEFERRED COMPENSATION PLAN
The Company sponsors a nonqualified retirement savings plan for certain senior management employees whose contributions to the tax qualified 401(k) plan would be limited by provisions of the Internal Revenue Code. This plan allows participants to defer receipt of a portion of their salary and incentive compensation and to receive matching contributions for a portion of the deferred amounts. Costs recognized for Company matching contributions to the plan were immaterial for the years ended December 31, 2024, 2023 and 2022. Participants earn a return on their deferred compensation based on investment earnings of participant-selected investments. Deferred compensation, including accumulated earnings on the participant-directe d investment selections, is distributable in cash at participant-specified dates or upon retirement, death, disability, or termination of employment of the participant.
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Notes to Consolidated Financial Statements
The Company has purchased specific money market and mutual funds in the same amounts as the participant-directed investment selections underlying the deferred compensation liabilities. These investment securities and earnings thereon, held in an irrevocable trust, are intended to provide a source of funds to meet the deferred compensation obligations, subject to claims of creditors in the event of the Company's insolvency. Changes in the market value of the participants' investment selections are recorded as an adjustment to the investments and as gains and losses in SG&A expenses . A corresponding adjustment of an equal amount is made to the deferred compensation liabilities and compensation expense, which is included in SG&A expenses .
As of December 31, 2024 and 2023, the long-term portion of the liability to participants under this plan was $ 30.5 million and $ 26.6 million, respectively, and was recorded in Other long-term liabilities . As of December 31, 2024 and 2023, the current portion of the participant liability was $ 2.1 million and $ 1.2 million, respectively, and was recorded in Accrued liabilities . As of December 31, 2024 and 2023, the fair value of the long-term portion of the investments related to this plan was $ 30.5 million and $ 26.6 million, respectively, and was recorded in Other non-current assets . As of December 31, 2024 and 2023, the current portion of the investments related to this plan was $ 2.1 million and $ 1.2 million, respectively, and was recorded in Short-term investments .
NOTE 11 — COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is involved in litigation and various legal matters arising in the normal course of business, including matters related to employment, retail, intellectual property, contractual agreements, and various regulatory compliance activities. Management has considered facts related to legal and regulatory matters and opinions of counsel handling these matters, and does not believe the ultimate resolution of these proceedings will have a material adverse effect on the Company's financial position, results of operations or cash flows.
INDEMNITIES AND GUARANTEES
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include (i) intellectual property indemnities to the Company's customers and licensees in connection with the use, sale or license of Company products, (ii) indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, (iii) indemnities to customers, vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company, (iv) executive severance arrangements, and (v) indemnities involving the accuracy of representations and warranties in certain contracts. The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying Consolidated Balance Sheets.
NOTE 12 — SHAREHOLDERS' EQUITY
Since the inception of the Company's stock repurchase plan in 2004 through December 31, 2024, the Company's Board of Directors has authorized the repurchase of $ 2.6 billion of the Company's common stock, excluding excise tax. Shares of the Company's common stock may be purchased in the open market or through privately negotiated transactions, subject to market conditions, and generally settle subsequent to the trade date. The repurchase program does not obligate the Company to acquire any specific number of shares or to acquire shares over any specified period of time.
Under this program as of December 31, 2024, the Company had repurchased 38.0 million shares at an aggregate purchase price of $ 1,972.4 million and had $ 627.6 million remaining available under the share repurchase program, excluding excise tax. During the years December 31, 2024 and 2023, the Company repurchased an aggregate of $ 317.8 million and $ 184.0 million, respectively, of common stock under this program, excluding excise tax.
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NOTE 13 — SHARE-BASED COMPENSATION
At its Annual Meeting held on June 3, 2020, the Company’s shareholders approved the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), and the 2020 Plan became effective on that date following such approval. The 2020 Plan replaced the Company’s 1997 Stock Incentive Plan (the "Prior Plan”) and no new awards will be granted under the Prior Plan. The terms and conditions of the awards granted under the Prior Plan will remain in effect with respect to awards granted under the Prior Plan. The Company has reserved 3.0 million shares of common stock for issuance under the 2020 Plan, plus up to an aggregate of 1.5 million shares of the Company's common stock that were previously authorized and available for issuance under the Prior Plan. As of December 31, 2024, 2,223,759 shares were available for future grants under the 2020 Plan.
The Company's Stock Incentive Plan allows for grants of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, and other share-based or cash-based awards to officers, executives, key employees and nonemployee members of the Company’s Board of Directors. The Company uses original issuance shares to satisfy share-based payments.
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation expense, which is primarily recorded in SG&A expenses , consisted of the following:
Year Ended December 31,
(in thousands) 2024 2023 2022
Share-based compensation expense - equity awards
$ 24,777 $ 23,051 $ 21,021
Share-based compensation expense - liability awards
390 — —
Pre-tax share-based compensation expense
25,167 23,051 21,021
Income tax benefits ( 5,774 ) ( 5,365 ) ( 4,867 )
Total share-based compensation expense, net of tax
$ 19,393 $ 17,686 $ 16,154
The Company realized a tax benefit for the deduction from share-based award transactions of $ 3.7 million, $ 3.9 million and $ 3.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
STOCK OPTIONS
Options to purchase the Company's common stock are granted at exercise prices equal to or greater than the fair market value of the Company's common stock on the date of grant. Options generally vest and become exercisable ratably on an annual basis over a period of four years and expire ten years from the date of the grant.
The fair value of stock options is determined using the Black-Scholes model. Key inputs and assumptions used in the model include the exercise price of the award, the expected option term, the expected stock price volatility of the Company's stock over the option's expected term, the risk-free interest rate over the option's expected term, and the Company's expected annual dividend yield. The option's expected term is derived from historical option exercise behavior and the option's terms and conditions, which the Company believes provide a reasonable basis for estimating an expected term. The expected volatility is estimated based on observations of the Company's historical volatility over the most recent term commensurate with the expected term. The risk-free interest rate is based on the U.S. Treasury yield approximating the expected term. The dividend yield is based on the expected cash dividend payouts.
The weighted average assumptions for stock options granted and resulting fair value is as follows:
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Year Ended December 31,
2024 2023 2022
Expected option term 4.43 years 4.39 years 4.36 years
Expected stock price volatility 26.39 % 27.37 % 25.38 %
Risk-free interest rate 4.34 % 4.03 % 1.72 %
Expected annual dividend yield 1.45 % 1.36 % 1.26 %
Weighted average grant date fair value per stock option granted $ 20.86 $ 22.61 $ 18.33
The following table summarizes stock option activity under the Plan:
Number of
Options Weighted
Average
Exercise
Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (1)
(in thousands)
Outstanding as of December 31, 2023
2,280,014 $ 87.08
Granted 156,277 82.55
Exercised ( 94,391 ) 64.84
Forfeited or expired ( 195,252 ) 90.24
Outstanding as of December 31, 2024
2,146,648 $ 87.44 6.16 $ 5,925
Vested and expected to vest as of December 31, 2024
2,104,270 $ 87.46 6.11 $ 5,886
Exercisable as of December 31, 2024
1,434,401 $ 87.07 5.30 $ 5,475
(1) The aggregate intrinsic value above represents pre-tax intrinsic value that would have been realized if all options had been exercised on the last business day of the period indicated, based on the Company's closing stock price on that day.
Stock option compensation expense net of estimated forfeitures, was $ 6.4 million, $ 8.2 million and $ 7.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, unrecognized costs related to outstanding stock options was net of estimated forfeitures and totaled $ 8.9 million, before any related tax benefit. These unrecognized costs related to stock options are expected to be recognized over a weighted average period of 1.88 years. The aggregate intrinsic value of stock options exercised was $ 1.8 million, $ 3.0 million and $ 3.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. The total cash received as a result of stock option exercises was $ 6.1 million, $ 7.4 million and $ 6.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
RESTRICTED STOCK UNITS
Time-Based Restricted Stock Units
The Company has historically disclosed its Restricted Stock Units footnote on an aggregated basis to include both time and performance-based restricted stock units. The Company’s performance-based restricted stock units, representing 23,374 outstanding shares as of December 31, 2023, and the corresponding weighted average grant date fair value assumptions, compensation expense recognized, and total fair value of shares vested have been disclosed separately between time and performance-based restricted stock units for all related periods presented to conform to current year presentation.
Time-based restricted stock units (“time-based RSUs”) are granted at no cost to officers, executives, key employees, and nonemployee members of the Company’s Board of Directors and generally vest over a period of four years . Time-based RSUs granted to nonemployee members of the Company’s Board of Directors vest over a period of one year . Time-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service. Dividend equivalents do not accrue on time-based RSUs.
The fair value of time-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's expected annual dividend yield.
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The weighted average assumptions for time-based RSUs granted and resulting fair value is as follows:
Year Ended December 31,
2024 2023 2022
Vesting period 3.82 years 3.78 years 3.76 years
Expected annual dividend yield 1.45 % 1.39 % 1.30 %
Weighted average grant date fair value per time-based RSU granted $ 78.26 $ 82.37 $ 85.25
The following table summarizes the time-based RSU activity under the Plan:
Number of
Shares
Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2023
455,641 $ 84.77
Granted 369,353 78.26
Vested (1)
( 177,341 ) 84.25
Forfeited ( 61,637 ) 81.85
Outstanding as of December 31, 2024
586,016 $ 81.13
(1) The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2024, the Company withheld 59,877 to satisfy $ 4.9 million of employees' tax obligations for time-based RSUs.
Time-based RSU compensation expense, net of estimated forfeitures, was $ 17.2 million, $ 14.3 million and $ 12.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, unrecognized costs related to time-based RSUs was net of estimated forfeitures and totaled $ 30.5 million, before any related tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2.44 years. The total fair value of shares vested for time-based RSUs was $ 14.4 million, $ 13.1 million and $ 12.1 million during the years ended December 31, 2024, 2023 and 2022, respectively, computed as of the date of vesting.
Performance-Based Restricted Stock Units
Performance-based restricted stock units (“performance-based RSUs”) are granted at no cost to certain members of the Company's executive team, excluding the Chief Executive Officer, and are subject to performance and time-based vesting conditions. The number of shares earned by participants, if any, is based on the achievement of the multi-year financial performance targets set by the Talent and Compensation Committee of the Board of Directors and, for some awards, the Company’s financial performance relative to certain comparator companies. The number of performance-based RSUs earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0 % and 200 %, respectively, based on actual performance.
Performance-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and Company performance over a period of approximately two to three years . Dividend equivalents do not accrue on performance-based RSUs.
The grant date fair value of performance-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's expected annual dividend yield.
The weighted average assumptions for performance-based RSUs granted and resulting fair value is as follows:
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Year Ended December 31,
2024 2023 2022
Vesting period 2.82 years 2.99 years 2.87 years
Expected annual dividend yield 1.50 % 1.36 % 1.35 %
Weighted average grant date fair value per performance-based RSU granted
$ 76.54 $ 84.77 $ 85.64
The following table summarizes the performance-based RSU activity under the Plan:
Number of Shares (1)
Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2023
23,374 $ 85.18
Granted 30,533 76.54
Vested (2)
— —
Forfeited ( 2,028 ) 83.73
Outstanding as of December 31, 2024
51,879 $ 80.15
(1) Reflects activity at target level of awards and has not been adjusted for performance conditions, except for awards that vested during the period.
(2) The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2024, the Company did not withhold any shares to satisfy employees' tax obligations since no awards vested.
Performance-based RSU compensation expense, net of estimated forfeitures, was $ 0.6 million, $ 0.5 million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 unrecognized costs related to performance-based RSUs, which are net of estimated forfeitures and reflect achievement of performance forecasted as of the balance sheet date, totaled $ 0.9 million, before any related tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 1.46 years. No shares vested for performance-based RSUs during the year ended December 31, 2024. The total fair value of shares vested for performance-based RSUs was $ 0.6 million and $ 0.3 million during the years ended December 31, 2023 and 2022, respectively, computed as of the date of vesting.
Market-Based Restricted Stock Units
Market-based restricted stock units (“market-based RSUs”) are granted at no cost to certain members of the Company's executive team, excluding the Chief Executive Officer, and are subject to market and time-based vesting conditions. Market-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and relative total shareholder return of the Company against a comparator group over a period of approximately three years . The number of market-based RSUs earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0 % and 200 %, respectively, based on actual performance. Dividend equivalents do not accrue on market-based RSUs.
The grant date fair value of market-based RSUs is determined using a Monte Carlo model that simulates a distribution of stock prices for the Company and comparator companies throughout the performance period. Assumptions incorporated into the grant date fair value include the vesting period, expected annual dividend yield, volatility, and correlation coefficients.
The weighted average assumptions for market-based RSUs granted and resulting fair value is as follows:
Year Ended December 31,
2024 2023 2022
Vesting period 2.82 years 0 years 0 years
Weighted average grant date fair value per market-based RSU granted
$ 89.25 $ — $ —
The following table summarizes the market-based RSU activity under the Plan:
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Number of Shares (1)
Weighted Average
Grant Date Fair Value
Outstanding as of December 31, 2023
— $ —
Granted 26,613 89.25
Vested (2)
— —
Forfeited ( 340 ) 89.25
Outstanding as of December 31, 2024
26,273 $ 89.25
(1) Reflects activity at target level of awards and has not been adjusted for market conditions, except for awards that vested during the period.
(2) The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2024, the Company did not withhold any shares to satisfy employees' tax obligations since no awards vested.
Market-based RSU compensation expense, net of estimated forfeitures, was $ 0.6 million, $ 0 and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, unrecognized costs, net of estimated forfeitures, related to market-based RSUs totaled $ 1.5 million, before any related tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2 years. No market-based RSUs were outstanding during the years ended December 31, 2023 or 2022, and no shares vested for market-based RSUs during the years ended December 31, 2024, 2023 and 2022.
Market-Based Long-Term Cash Award
In 2024 the Company issued a long-term cash award to its Chief Executive Officer with a target value of $ 1.2 million that includes both a market and time-based vesting condition. The market-based long-term cash award is liability classified and vests in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and is based on continued service and relative total shareholder return of the Company against a comparator group over a period of approximately three years . The amount of the long-term cash award earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0 % and 200 %, respectively, based on actual performance.
The fair value of the market-based long-term cash award was determined using a Monte Carlo model that simulates a distribution of stock prices for the Company and comparator companies throughout the performance period. Compensation expense recognized for the year ended December 31, 2024 was $ 0.4 million. Fair value of the award as of December 31, 2024 was $ 1.3 million and the Company had unrecognized compensation costs of $ 0.9 million. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2 years.
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NOTE 14 — EARNINGS PER SHARE
Earnings per share ("EPS") is presented on both a basic and diluted basis. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur if outstanding securities or other contracts to issue common stock were exercised or converted into common stock.
A reconciliation of the common shares used in the denominator for computing basic and diluted EPS is as follows:
Year Ended December 31,
(in thousands, except per share amounts)
2024 2023 2022
Weighted average common shares outstanding, used in computing basic earnings per share
58,333 61,232 62,754
Effect of dilutive stock options and restricted stock units 169 192 216
Weighted average common shares outstanding, used in computing diluted earnings per share
58,502 61,424 62,970
Earnings per share:
Basic $ 3.83 $ 4.11 $ 4.96
Diluted $ 3.82 $ 4.09 $ 4.95
Weighted average common shares excluded (1)
1,932 1,996 1,735
(1) Common stock related to stock options, time-based restricted stock units, market-based restricted stock units, and performance-based restricted stock units were outstanding but were excluded from the computation of diluted EPS because their effect would be anti-dilutive under the treasury stock method or because the shares were subject to performance conditions that had not been met.
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NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets is net of applicable taxes, and consists of unrealized gains and losses on available-for-sale securities, unrealized gains and losses on certain derivative transactions and foreign currency translation adjustments.
The following tables set forth the changes in Accumulated other comprehensive income (loss) :
(in thousands) Available-for-sale securities Derivative transactions Foreign currency
translation
adjustments Total
Balance as of December 31, 2021
$ — $ 9,914 $ ( 14,290 ) $ ( 4,376 )
Other comprehensive income (loss) before reclassifications ( 451 ) 20,724 ( 38,137 ) ( 17,864 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)
451 ( 8,848 ) — ( 8,397 )
Net other comprehensive income (loss) — 11,876 ( 38,137 ) ( 26,261 )
Balance as of December 31, 2022
— 21,790 ( 52,427 ) ( 30,637 )
Other comprehensive income (loss) before reclassifications 145 ( 849 ) 2,757 2,053
Amounts reclassified from accumulated other comprehensive income (loss) (1)
— ( 17,252 ) — ( 17,252 )
Net other comprehensive income (loss) 145 ( 18,101 ) 2,757 ( 15,199 )
Balance as of December 31, 2023
145 3,689 ( 49,670 ) ( 45,836 )
Other comprehensive income (loss) before reclassifications 84 31,252 ( 37,030 ) ( 5,694 )
Amounts reclassified from accumulated other comprehensive income (loss) (1)
( 145 ) ( 11,547 ) — ( 11,692 )
Net other comprehensive income (loss) ( 61 ) 19,705 ( 37,030 ) ( 17,386 )
Balance as of December 31, 2024
$ 84 $ 23,394 $ ( 86,700 ) $ ( 63,222 )
(1) Amounts reclassified are recorded in Net sales , Cost of sales , or Other non-operating income (expense), net on the Consolidated Statements of Operations. Refer to Note 17 for further information regarding reclassifications.
NOTE 16 — SEGMENT INFORMATION
The Company defines its operating segments on the basis of the way in which internally reported financial information is regularly reviewed by the chief operating decision maker ("CODM") to analyze performance, make decisions, and allocate resources. The Company aggregates its operating segments with similar economic and operating characteristics into four reportable segments: U.S., LAAP, EMEA, and Canada. These reportable segments are organized by geographic location. Each geographic segment operates predominantly in one industry: the design, development, marketing, and distribution of outdoor, active and lifestyle products, including apparel, footwear, accessories, and equipment.
The Company’s CODM is the Company’s president and chief executive officer. The Company’s CODM assesses the segments’ performance by using each segment's operating income.
The CODM uses each segment's operating income to allocate resources predominantly in the annual budget and forecasting process. The CODM considers plan-to-actual variances on a quarterly basis for the segment operating income profit measure when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses this profit measure to assess the performance of each segment by comparing the results of each segment with one another, and in the overall strategic planning for each segment.
Intersegment net sales and intersegment profits, which are recorded at a negotiated mark-up and eliminated in consolidation, are not material. Unallocated corporate expenses consist of expenses incurred by centrally-managed departmental functions, including information technology, certain supply chain functions, finance, human resources and legal, as well as executive compensation, unallocated benefit program expense, and other miscellaneous costs.
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The following tables present segment financial information for the Company's reportable segments for the years ended December 31, 2024, 2023, and 2022:
Year Ended December 31, 2024
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$ 2,068,228 $ 560,706 $ 511,778 $ 227,870 $ 3,368,582
Cost of sales
1,051,855 247,506 264,434 113,702 1,677,497
Segment selling, general and administrative expenses
577,295 207,248 126,121 49,187 959,851
Other segment items (a)
82,356 28,944 17,737 17,184 146,221
Segment operating income
356,722 77,008 103,486 47,797 585,013
Reconciliation to income before income tax:
Unallocated corporate expenses
314,272
Operating income 270,741
Interest income, net
27,703
Other non-operating expense ( 257 )
Income before income tax $ 298,187
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing income directly attributable to each of the reportable segments.
Year Ended December 31, 2023
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$ 2,241,437 $ 519,754 $ 469,237 $ 256,775 $ 3,487,203
Cost of sales
1,150,610 227,304 244,570 134,787 1,757,271
Segment selling, general and administrative expenses
591,748 200,939 110,702 49,050 952,439
Other segment items (a)
83,348 29,687 15,022 17,339 145,396
Segment operating income
415,731 61,824 98,943 55,599 632,097
Reconciliation to income before income tax:
Unallocated corporate expenses
321,813
Operating income
310,284
Interest income, net
13,687
Other non-operating income
2,221
Income before income tax
$ 326,192
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing income directly attributable to each of the reportable segments.
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Year Ended December 31, 2022
(in thousands)
U.S.
LAAP
EMEA
Canada
Total
Net sales
$ 2,302,246 $ 473,866 $ 438,554 $ 249,486 $ 3,464,152
Cost of sales
1,165,429 208,803 244,747 134,095 1,753,074
Segment selling, general and administrative expenses
537,044 192,315 98,477 43,559 871,395
Other segment items (a)
79,961 25,723 15,138 18,875 139,697
Segment operating income
519,812 47,025 80,192 52,957 699,986
Reconciliation to income before income tax:
Unallocated corporate expenses
306,882
Operating income
393,104
Interest income, net
2,713
Other non-operating income
1,593
Income before income tax
$ 397,410
(a) For each reportable segment, other segment items include certain corporate expenses and net licensing income allocated to each of the reportable segments, as well as net licensing income directly attributable to each of the reportable segments.
The following table presents segment depreciation and amortization expense information for the years ended December 31, 2024, 2023 and 2022:
Year Ended December 31,
(in thousands)
2024 2023 2022
Depreciation and amortization expense:
U.S. $ 22,907 $ 21,429 $ 20,428
LAAP 5,885 5,440 4,984
EMEA 4,040 3,545 3,066
Canada 2,913 2,616 2,461
Unallocated corporate expense 20,199 25,033 23,813
$ 55,944 $ 58,063 $ 54,752
The following table presents segment asset information, as well as long-lived asset information by geographic area as of December 31, 2024 and 2023. The Company has historically limited its disclosure of entity-wide information about geographic areas to property, plant, and equipment, net. In connection with the preparation of its 2024 disclosure, the Company expanded its disclosure to include lease ROU assets and CCA assets. Accordingly, the entity-wide information about geographic areas in the table below has been revised from the amount previously reported for 2023 to include lease ROU assets and CCA assets.
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As of December 31,
(in thousands)
2024 2023
Inventories:
U.S. $ 450,014 $ 487,860
LAAP 108,818 106,785
EMEA 79,710 89,303
Canada 51,973 62,340
Total segment assets
690,515 746,288
All other assets
2,284,750 2,192,725
Total assets
$ 2,975,265 $ 2,939,013
Long-lived assets, net:
U.S. $ 545,401 $ 540,534
All other countries 150,995 122,878
$ 696,396 $ 663,412
CONCENTRATIONS
No single customer accounted for 10% or more of Net sales for any of the years ended December 31, 2024, 2023 or 2022.
NOTE 17 — FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
In the normal course of business, the Company's financial position, results of operations and cash flows are routinely subject to a variety of risks. These risks include risks associated with financial markets, primarily currency exchange rate risk and, to a lesser extent, interest rate risk and equity market risk. The Company regularly assesses these risks and has established policies and business practices designed to mitigate them. The Company does not engage in speculative trading in any financial market.
The Company actively manages the risk of changes in functional currency equivalent cash flows resulting from anticipated non-functional currency denominated purchases and sales. Subsidiaries that use European euros, Canadian dollars, Japanese yen, Chinese renminbi, or Korean won as their functional currency are primarily exposed to changes in functional currency equivalent cash flows from anticipated U.S. dollar inventory purchases. Subsidiaries that use U.S. dollars and euros as their functional currency also have non-functional currency denominated sales for which the Company hedges the Canadian dollar and British pound sterling. The Company seeks to manage these risks by using currency forward contracts formally designated and effective as cash flow hedges. Hedge effectiveness is generally determined by evaluating the ability of a hedging instrument's cumulative change in fair value to offset the cumulative change in the present value of expected cash flows on the underlying exposures. Time value components ("forward points") for forward contracts are included in the fair value of the cash flow hedge. These costs or benefits are included in Accumulated other comprehensive income (loss) until the underlying hedged transaction is recognized in either Net sales or Cost of sales , at which time, the forward points will also be recognized as a component of Net income .
The Company also uses currency forward contracts not formally designated as hedges to manage the consolidated currency exchange rate risk associated with the remeasurement of non-functional currency denominated monetary assets and liabilities by subsidiaries that use U.S. dollars, euros, Canadian dollars, yen, renminbi, or won as their functional currency. Non-functional currency denominated monetary assets and liabilities consists of cash and cash equivalents, short-term investments, receivables, payables, deferred income taxes, and intercompany loans and dividends. The gains and losses generated on these currency forward contracts not formally designated as hedges are expected to be largely offset in Other non-operating income (expense), net by the gains and losses generated from the remeasurement of the non-functional currency denominated monetary assets and liabilities.
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Notes to Consolidated Financial Statements
The following table presents the gross notional amount of outstanding derivative instruments:
As of December 31,
(in thousands) 2024 2023
Derivative instruments designated as cash flow hedges:
Currency forward contracts $ 550,591 $ 634,676
Derivative instruments not designated as hedges:
Currency forward contracts $ 263,103 $ 342,532
As of December 31, 2024, $ 18.9 million of deferred net gains on both outstanding and matured derivatives recorded in Accumulated other comprehensive income (loss) are expected to be reclassified to Net income during the next twelve months as a result of underlying hedged transactions also being recorded in Net sales or Cost of sales in the Consolidated Statements of Operations. When outstanding derivative contracts mature, actual amounts ultimately reclassified to Net sales or Cost of sales in the Consolidated Statements of Operations are dependent on U.S. dollar exchange rates in effect against the euro, renminbi, Canadian dollar, won, and yen as well as the euro exchange rate in effect against the pound sterling.
As of December 31, 2024, the Company's derivative contracts had a remaining maturity of less than 3 years. The maximum net exposure to any single counterparty, which is generally limited to the aggregate unrealized gain of all contracts with that counterparty, was $ 11.8 million as of December 31, 2024. All of the Company's derivative counterparties have credit ratings that are investment grade or higher. The Company is a party to master netting arrangements that contain features that allow counterparties to net settle amounts arising from multiple separate derivative transactions or net settle in the case of certain triggering events such as a bankruptcy or major default of one of the counterparties to the transaction. The Company has not pledged assets or posted collateral as a requirement for entering into or maintaining derivative positions.
The following table presents the balance sheet classification and fair value of derivative instruments:
As of December 31,
(in thousands) Balance Sheet Classification 2024 2023
Derivative instruments designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets $ 20,890 $ 7,367
Currency forward contracts Other non-current assets $ 9,137 $ 961
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities $ 853 $ 4,121
Currency forward contracts Other long-term liabilities $ 13 $ 2,629
Derivative instruments not designated as cash flow hedges:
Derivative instruments in asset positions:
Currency forward contracts Prepaid expenses and other current assets $ 3,739 $ 2,833
Derivative instruments in liability positions:
Currency forward contracts Accrued liabilities $ 872 $ 2,269
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The following table presents the statement of operations effect and classification of derivative instruments:
Statement Of
Operations
Classification Year Ended December 31,
(in thousands) 2024 2023 2022
Currency forward contracts:
Derivative instruments designated as cash flow hedges:
Gain (loss) recognized in other comprehensive income, net of tax
— $ 31,252 $ ( 849 ) $ 20,724
Gain (loss) reclassified from accumulated other comprehensive income to income for the effective portion
Net sales $ ( 1,655 ) $ 60 $ ( 146 )
Gain reclassified from accumulated other comprehensive income to income for the effective portion
Cost of sales $ 17,688 $ 23,307 $ 12,100
Gain reclassified from accumulated other comprehensive income to income as a result of cash flow hedge discontinuance
Other non-operating income (expense), net
$ 130 $ 521 $ 320
Derivative instruments not designated as cash flow hedges:
Gain (loss) recognized in income
Other non-operating income (expense), net
$ 5,824 $ ( 1,822 ) $ ( 1,955 )
NOTE 18 — FAIR VALUE MEASURES
Certain assets and liabilities are reported at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants, under a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1 — observable inputs such as quoted prices for identical assets or liabilities in active liquid markets;
Level 2 — inputs, other than the quoted market prices in active markets, that are observable, either directly or indirectly; or observable market prices in markets with insufficient volume or infrequent transactions; and
Level 3 — unobservable inputs for which there is little or no market data available, that require the reporting entity to develop its own assumptions.
The Company's assets and liabilities measured at fair value are categorized as Level 1 or Level 2 instruments. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from inputs, other than quoted market prices in active markets, that are directly or indirectly observable in the marketplace and quoted prices in markets with limited volume or infrequent transactions.
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Notes to Consolidated Financial Statements
Assets and liabilities measured at fair value on a recurring basis are as follows:
As of December 31, 2024
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 160,743 $ — $ — $ 160,743
U.S. government treasury bills
— 84,622 — 84,622
Time deposits (1)
— 22,306 — 22,306
Short-term investments:
Available-for-sale short-term investments: (2)
U.S. government treasury bills
— 281,499 — 281,499
Other short-term investments:
Money market funds 384 — — 384
Mutual fund shares 1,725 — — 1,725
Prepaid expenses and other current assets:
Derivative financial instruments — 24,629 — 24,629
Other non-current assets:
Money market funds 1,263 — — 1,263
Mutual fund shares 29,225 — — 29,225
Derivative financial instruments — 9,137 — 9,137
Total assets measured at fair value $ 193,340 $ 422,193 $ — $ 615,533
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 1,725 $ — $ 1,725
Other long-term liabilities:
Derivative financial instruments — 13 — 13
Total liabilities measured at fair value $ — $ 1,738 $ — $ 1,738
(1) Time deposits are carried at amortized cost on the Consolidated Balance Sheets, which reasonably approximates fair value.
(2) Available-for-sale short-term investments have remaining maturities of less than one year.
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Notes to Consolidated Financial Statements
Assets and liabilities measured at fair value on a recurring basis are as follows:
As of December 31, 2023
(in thousands) Level 1 Level 2 Level 3 Total
Assets:
Cash equivalents:
Money market funds $ 75,758 $ — $ — $ 75,758
U.S. government treasury bills
— 9,977 — 9,977
Time deposits (1)
— 40,876 — 40,876
Short-term investments:
Available-for-sale short-term investments: (2)
U.S. government treasury bills
— 412,987 — 412,987
Other short-term investments:
Money market funds 314 — — 314
Mutual fund shares 884 — — 884
Prepaid expenses and other current assets:
Derivative financial instruments — 10,200 — 10,200
Other non-current assets:
Money market funds 1,796 — — 1,796
Mutual fund shares 24,808 — — 24,808
Derivative financial instruments — 961 — 961
Total assets measured at fair value $ 103,560 $ 475,001 $ — $ 578,561
Liabilities:
Accrued liabilities:
Derivative financial instruments $ — $ 6,390 $ — $ 6,390
Other long-term liabilities:
Derivative financial instruments — 2,629 — 2,629
Total liabilities measured at fair value $ — $ 9,019 $ — $ 9,019
(1) Time deposits are carried at amortized cost on the Consolidated Balance Sheets, which reasonably approximates fair value.
(2) Available-for-sale short-term investments have remaining maturities of less than one year.
NON-RECURRING FAIR VALUE MEASUREMENTS
The Company measured the fair value of certain trademark indefinite-lived intangible assets and goodwill as part of impairment testing for the year ended December 31, 2024 and 2023. The inputs used to measure the fair value of these assets are primarily significant unobservable inputs and, as such, considered Level 3 fair value measurements. Refer to Note 5 in Part II, Item 8 in the Annual Report on Form 10-K for further discussion.
NOTE 19 — SUPPLY CHAIN FINANCING
In the third quarter of 2024, the Company began to offer a voluntary supply chain financing (“SCF”) program facilitated through a third-party service provider. Under the program, participating suppliers may, at their sole discretion, elect to receive payment from a select number of third-party financial institutions for one or more of the Company’s valid payment obligations prior to their scheduled due dates. The Company is not a party to the agreements between the participating financial institutions and the suppliers in connection with the program. The Company’s payment terms, including the timing and amount of payments, are based on the original supplier invoices, irrespective of whether a supplier participates in the program. The Company does not have an economic interest in a supplier’s decision to participate in the program and has not pledged any assets as security or provided any guarantees as part of the program.
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Notes to Consolidated Financial Statements
The Company’s outstanding payables under the SCF program were recorded within Accounts payable on the Consolidated Balance Sheets. Changes in the amount of outstanding payables under the SCF program were as follows:
Year ended December 31,
(in thousands) 2024
Confirmed obligations outstanding as of July 1
$ —
Invoices confirmed during the year
340,143
Confirmed invoices paid during the year
( 258,855 )
Confirmed obligations outstanding as of December 31
$ 81,288
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.