grepcent / static financial knowledge base

DECKERS OUTDOOR CORP (DECK)

CIK: 0000910521. SIC: 3021 Rubber & Plastics Footwear. Latest 10-K as of: 2026-05-22.

SIC breadcrumb: Manufacturing > SIC Major Group 30 > SIC 3021 Rubber & Plastics Footwear

SEC company page: https://www.sec.gov/edgar/browse/?CIK=910521. Latest filing source: 0001628280-26-037664.

Informational only - descriptive public-record data, not investment advice.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue5,472,296,000USD20262026-05-22
Net income1,024,071,000USD20262026-05-22
Assets3,687,765,000USD20262026-05-22

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-22. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000910521.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2017201820192020202120222023202420252026
Revenue1,790,147,0001,903,339,0002,020,437,0002,132,689,0002,545,641,0003,150,339,0003,627,286,0004,287,763,0004,985,612,0005,472,296,000
Net income5,710,000114,394,000264,308,000276,142,000382,575,000451,949,000516,822,000759,563,000966,091,0001,024,071,000
Operating income-1,919,000222,584,000327,320,000338,135,000504,205,000564,707,000652,751,000927,514,0001,179,092,0001,262,903,000
Gross profit835,235,000931,642,0001,040,250,0001,103,673,0001,374,090,0001,607,551,0001,825,370,0002,385,488,0002,885,663,0003,157,726,000
Diluted EPS0.183.588.849.6213.4716.263.234.866.337.02
Operating cash flow199,330,000327,355,000359,505,000286,334,000596,217,000172,353,000537,422,0001,033,184,0001,044,523,0001,181,955,000
Capital expenditures44,499,00034,813,00029,086,00032,455,00032,218,00051,017,00081,025,00089,365,00086,171,00084,623,000
Share buybacks12,572,000149,687,000161,395,000190,405,00099,147,000356,653,000297,372,000414,931,000567,002,0001,075,100,000
Assets1,191,780,0001,264,379,0001,427,206,0001,765,118,0002,167,705,0002,332,250,0002,556,203,0003,135,579,0003,570,252,0003,687,765,000
Stockholders' equity954,255,000940,779,0001,045,130,0001,140,120,0001,444,225,0001,538,825,0001,765,733,0002,107,468,0002,513,013,0002,499,638,000
Cash and cash equivalents291,764,000429,970,000589,692,000649,436,0001,089,361,000843,527,000981,795,0001,502,051,0001,889,188,0001,907,249,000
Free cash flow154,831,000292,542,000330,419,000253,879,000563,999,000121,336,000456,397,000943,819,000958,352,0001,097,332,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2017201820192020202120222023202420252026
Net margin0.32%6.01%13.08%12.95%15.03%14.35%14.25%17.71%19.38%18.71%
Operating margin-0.11%11.69%16.20%15.85%19.81%17.93%18.00%21.63%23.65%23.08%
Return on equity0.60%12.16%25.29%24.22%26.49%29.37%29.27%36.04%38.44%40.97%
Return on assets0.48%9.05%18.52%15.64%17.65%19.38%20.22%24.22%27.06%27.77%
Current ratio5.164.814.373.973.523.233.843.393.723.54

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-22. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000910521.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2023-Q12022-06-301.66reported discrete quarter
2023-Q22022-09-303.80reported discrete quarter
2023-Q32022-12-3110.48reported discrete quarter
2024-Q12023-06-30675,791,00063,552,0002.41reported discrete quarter
2024-Q22023-06-3063,552,000reported discrete quarter
2024-Q22023-09-301,091,907,0006.82reported discrete quarter
2024-Q32023-09-30178,547,000reported discrete quarter
2024-Q32023-12-311,560,307,00015.11reported discrete quarter
2024-Q42024-03-31959,758,000127,545,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-06-30825,347,000115,625,0004.52reported discrete quarter
2025-Q22024-06-30115,625,000reported discrete quarter
2025-Q22024-09-301,311,320,0001.59reported discrete quarter
2025-Q32024-09-30242,321,000reported discrete quarter
2025-Q32024-12-311,827,165,0003.00reported discrete quarter
2025-Q42025-03-311,021,780,000151,411,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-06-30964,538,000139,203,0000.93reported discrete quarter
2026-Q22025-06-30139,203,000reported discrete quarter
2026-Q22025-09-301,430,840,0001.82reported discrete quarter
2026-Q32025-09-30268,152,000reported discrete quarter
2026-Q32025-12-311,957,549,0003.33reported discrete quarter
2026-Q42026-03-311,119,369,000135,571,000derived Q4 = FY annual - nine-month YTD

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000910521-26-000005.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-02-03. Report date: 2025-12-31.

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

The following discussion of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the related notes included in Part I, Item 1, “Financial Statements,” within this Quarterly Report, and the audited consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of our 2025 Annual Report, filed with the SEC on May 23, 2025, which is available free of charge on the SEC’s website at www.sec.gov and our website at ir.deckers.com.

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties. Our actual results of operations may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section titled “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A, “Risk Factors,” within this Quarterly Report.

OVERVIEW

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. Our five proprietary brands include HOKA, UGG, Teva, Koolaburra, and AHNU. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information on the phase out of standalone operations of the Koolaburra and AHNU brands.

Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets. We believe our products are distinctive and appeal to a broad demographic. Our brands sell our products through quality domestic and international retailers and international distributors in our wholesale channel, and directly to global consumers through our DTC channel, which is comprised of an e-commerce and retail store presence. We seek to differentiate our brands and products by offering diverse lines that emphasize fashion, authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups. Independent third-party contractors manufacture all of our products.

FINANCIAL HIGHLIGHTS

Consolidated financial performance highlights for the nine months ended December 31, 2025, compared to the prior period, were as follows:

•Net sales increased 9.8% to $4,352,927.

◦Brand

▪HOKA brand net sales increased 16.3% to $1,916,087.

▪UGG brand net sales increased 8.0% to $2,330,154.

▪Other brands net sales decreased 33.3% to $106,686.

◦Channel

▪Wholesale channel net sales increased 13.8% to $2,553,163.

▪DTC channel net sales increased 4.7% to $1,799,764.

◦Geography

▪Domestic net sales increased 0.1% to $2,541,677.

▪International net sales increased 27.1% to $1,811,250.

•Gross margin decreased 50 basis points to 57.7%.

•SG&A expenses increased 8.2% to $1,406,914.

•Income from operations increased 10.0% to $1,106,174.

•Operating margin remained flat at 25.4%.

•Diluted earnings per share increased 13.3% to $6.04 per share.

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TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY

We expect our business and industry will continue to be impacted by several important trends and uncertainties, which have not materially changed from those described in our 2025 Annual Report. Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Annual Report for further discussion. Refer to Part I, Item 1A, “Risk Factors,” of our 2025 Annual Report for detailed information on the risks and uncertainties that may cause our actual results to differ materially from our expectations.

REPORTABLE OPERATING SEGMENTS OVERVIEW

As of December 31, 2025, our three reportable operating segments include the worldwide operations of the HOKA brand, UGG brand, and Other brands.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear, which offers enhanced cushioning and inherent stability with minimal weight. Originally designed for ultra-runners, the brand now appeals to world champions, taste makers, and everyday athletes. Expanded marketing and strategic marketplace presence have fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing across its global marketplace. The HOKA brand’s product line includes running, trail, hiking, fitness, and lifestyle footwear offerings, as well as select apparel and accessories.

UGG Brand. The UGG brand is one of the most iconic and recognized footwear brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders. With loyal consumers around the world, the UGG brand has proven to be a highly resilient consumer-focused line of premium footwear, apparel, and accessories with year-round product offerings that appeal to a growing global audience and a broad demographic.

Other Brands. Other brands consist primarily of the Teva brand, Koolaburra brand, and AHNU brand. The Teva brand’s products are built for a range of outdoor pursuits and include a variety of footwear options, from classic sandals and shoes to boots.

The Other brands reportable operating segment includes financial results of the Koolaburra and AHNU brands, for which the phase out of standalone operations were substantially completed during the current period, as well as financial results for the Sanuk brand during the prior period through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating Segments,” in Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information.

Refer to the section titled “Reportable Operating Segment Overview,” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Annual Report for further discussion of our reportable operating segments.

USE OF NON-GAAP FINANCIAL MEASURES

We disclose supplemental financial measures calculated and presented in accordance with US GAAP; however, throughout this Quarterly Report we provide certain financial information on a non-GAAP basis (non-GAAP financial measures). We provide non-GAAP financial measures to provide information that may assist investors in understanding our results of operations and assessing our prospects for future performance, which consist of constant currency measures. We believe evaluating certain financial and operating measures on a constant currency basis is important as it excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of operations and are largely outside of our control. However, our non-GAAP financial measures are not intended to represent and should not be considered more meaningful measures than, or alternatives to, measures of financial or operating performance as determined in accordance with US GAAP.

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We calculate our constant currency non-GAAP financial measures for current period financial information, such as total net sales using the foreign currency exchange rates that were in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and remeasurements in the condensed consolidated financial statements. We also report comparable DTC sales on a constant currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may adjust prior reporting periods to conform to current year accounting policies. The information presented on a constant currency basis, as we present such information, may not necessarily be comparable to similarly titled information presented by other companies, and may not be appropriate measures for comparing our performance relative to other companies. Constant currency measures should not be considered in isolation as an alternative to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating measures presented in accordance with US GAAP.

SEASONALITY

Refer to Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report and to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Annual Report for further information regarding the impacts of seasonality on our business.

RESULTS OF OPERATIONS

Three Months Ended December 31, 2025, Compared to Three Months Ended December 31, 2024. Results of operations were as follows:

Three Months Ended December 31,
20252024Change
Amount% (1)Amount% (1)Amount%
Net sales$1,957,549100.0%$1,827,165100.0%$130,3847.1%
Cost of sales786,18940.2724,54239.7(61,647)(8.5)
Gross profit1,171,36059.81,102,62360.368,7376.2
Selling, general, and administrative expenses556,99428.5535,34929.3(21,645)(4.0)
Income from operations614,36631.4567,27431.047,0928.3
Total other income, net(12,547)(0.6)(16,668)(1.0)(4,121)(24.7)
Income before income taxes626,91332.0583,94232.042,9717.4
Income tax expense145,7687.4127,2087.0(18,560)(14.6)
Net income481,14524.6456,73425.024,4115.3
Total other comprehensive income (loss), net of tax3,0430.1(11,686)(0.6)14,729126.0
Comprehensive income$484,18824.7%$445,04824.4%$39,1408.8%
Net income per share
Basic$3.34$3.01$0.3311.0%
Diluted$3.33$3.00$0.3311.0%

(1) May not calculate on rounded amounts.

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Net Sales. Net sales by brand, channel, and geography were as follows:

[[GREPCENT_TABLE]]
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[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-05-22. Report date: 2026-03-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our

consolidated financial statements in Part IV within this Annual Report. This discussion includes an analysis of our

financial condition and results of operations for the years ended March 31, 2026, and 2025 and year-over-year

comparisons between those periods. For an analysis of our financial condition and results of operations for the

years ended March 31, 2025, and 2024 and year-over-year comparisons between those periods, refer to Part II,

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual

Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on May 23, 2025.

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous

risks and uncertainties. Our actual results of operations may differ materially from those expressed or implied by

these forward-looking statements as a result of many factors, including those set forth in the section titled

“Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors,” within this Annual

Report.

Unless otherwise indicated, all figures herein are expressed in thousands, except per share data. References to

“domestic” refer to the US.

Overview

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories

developed for both everyday casual lifestyle use and high-performance activities. We market our products primarily

under three proprietary brands: HOKA, UGG, and Teva. Refer to the section below entitled “Reportable Operating

Segments Overview” for information regarding the phase out of standalone operations for the Koolaburra brand and

AHNU brand, and the prior sale of the Sanuk brand.

Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets. We

believe our products are distinctive and appeal to a broad demographic. Our brands sell our products through

quality domestic and international retailers and international distributors in our wholesale channel, and directly to

global consumers through our DTC channel, which is comprised of an e‑commerce and retail store presence. We

seek to differentiate our brands and products by offering diverse lines that emphasize fashion, performance,

authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and

demographic groups. Independent third-party contractors manufacture all of our products.

Financial Highlights

Consolidated financial performance highlights for fiscal year 2026 (current period), compared to fiscal year 2025

(the prior period), were as follows:

•Net sales increased 9.8% to $5,472,296.

◦Brand

▪HOKA brand net sales increased 15.9% to $2,587,330.

▪UGG brand net sales increased 8.2% to $2,738,758.

▪Other brands net sales decreased 33.9% to $146,208.

◦Channel

▪Wholesale channel net sales increased 12.3% to $3,208,107.

▪DTC channel net sales increased 6.3% to $2,264,189.

◦Geography

▪Domestic net sales increased 0.2% to $3,191,518.

▪International net sales increased 26.8% to $2,280,778.

•Gross profit as a percentage of net sales (gross margin) decreased 20 basis points to 57.7%.

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•SG&A expenses increased 11.0% to $1,894,823.

•Income from operations increased 7.1% to $1,262,903.

•Income from operations as a percentage of net sales (operating margin) decreased 50 basis points

to 23.1%.

•Diluted earnings per share increased 10.9% to $7.02 per share.

Trends And Uncertainties Impacting Our Business And Industry

Our business and industry are subject to several important trends and uncertainties, including the following:

Macroeconomic and Geopolitical Factors

•Macroeconomic factors, including inflationary pressures, increased tariffs, rising supply chain costs,

high interest rates, foreign currency exchange rate volatility, escalating global conflicts, changes in

discretionary spending, and recession risks, are creating a complex and challenging environment

for our business and industry that may continue to pressure our results of operations, including our

gross margin. For example, prolonged or escalating conflicts in the Middle East could disrupt our

supply chain and increase energy, transportation, and commodity costs, as well as cause shipping

delays. While these factors did not materially impact our results of operations during the current

period, they could negatively affect us in future periods.

•We are exposed to risks from evolving trade policies, including higher tariffs and restrictions

affecting goods imported from certain regions where we have a concentration of sourcing and

manufacturing. Recent judicial, regulatory, and administrative developments regarding tariffs

imposed under the International Emergency Economic Powers Act and other authorities have

increased uncertainty related to both our future duty costs and potential recovery of previously paid

duties. The US Customs and Border Protection have announced a phased process for submitting

refund requests; however, the availability, timing, and amount of any refunds remain uncertain. As

of March 31, 2026, we have not recognized any amounts related to potential tariff refunds or other

recoveries. We continue to monitor developments and pursue mitigation strategies, including

selective pricing actions, inventory and sourcing management, supplier diversification, and

negotiating cost-sharing arrangements; however, we may be unable to offset tariff-related cost

impacts, which could materially and adversely affect our gross margin and demand for our

products.

Brand and Omnichannel Strategy

•We are focused on increasing global consumer awareness, cultural relevance, and adoption of our

brands, which has contributed positively to our results of operations. Our global brand growth

strategy seeks to drive adoption through product innovation and marketing investments across

geographies and channels, while enhancing the customer experience through category expansion

and loyalty-driven engagement.

•We continue to manage marketplace inventory through product segmentation and differentiation.

During the current period, promotional activity slightly increased compared to exceptionally low

levels in the prior period; however, we continued to achieve high levels of full-price sell through by

aligning product assortments with marketplace demand. These efforts contributed to largely

maintaining our gross margin compared to the prior period, even as the retail environment became

more promotional. We may not realize similar gross margin benefits in our fiscal year ending

March 31, 2027 (next fiscal year) due to various factors, including the macroeconomic and

geopolitical factors discussed above and the potential impact from our pricing strategies.

•Our long-term strategy is to grow our DTC channel to represent a larger portion of our total net

sales by differentiating the consumer experience relative to the wholesale channel and driving

consumer acquisition and retention. We are investing in e-commerce platform upgrades, data

analytics, consumer experience initiatives, and selective global retail store expansion. We expect

growth in our DTC channel’s net sales to continue to positively impact our gross margin; however,

as we also seek to expand distribution with wholesale partners to drive brand awareness and

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market share, our wholesale channel may represent a larger portion of our net sales in certain

periods, which could pressure gross margin in those periods.

•We are pursuing growth strategies for the HOKA brand and UGG brand to grow international sales

to represent a larger portion of our total net sales. We continue to selectively expand our HOKA

brand presence through additional wholesale partner locations and targeted DTC channel retail

store expansion. We are also investing in regions that provide influential market presence to build

brand awareness, including through the launch of our US HOKA brand loyalty program during fiscal

year 2026. We expect to continue investing in the UGG brand and HOKA brand global loyalty

programs.

•We continue to take actions to reposition the Teva brand, including refocusing certain wholesale

channel distribution toward outdoor and premium retail partners and emphasizing brand messaging

around its outdoor-adventure heritage. Our efforts to reposition the Teva brand and our future

results of operations remain uncertain. In particular, macroeconomic pressure on value‑oriented

domestic wholesale consumers may continue to adversely affect Teva brand performance.

Supply Chain

•To support our growth, we continue to invest in our global distribution network, including our

warehouses and DCs, as well as 3PLs. We also continue to diversify our independent

manufacturers and the regions in which they operate; however, we maintain a significant

concentration of sourcing and manufacturing in Southeast Asia. In addition, we are currently

transitioning one of our international 3PLs to a new partner, which may create temporary

operational risks. We expect to continue upgrading our global distribution network to continue

meeting customer and consumer demand.

Reportable Operating Segments Overview

As of March 31, 2026, our three reportable operating segments include the worldwide operations of the HOKA

brand, UGG brand, and Other brands.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear, which offers

enhanced cushioning and inherent stability with minimal weight. Originally designed for ultra-runners, the brand now

appeals to world champions, tastemakers, and everyday athletes. Expansion into additional product categories,

elevated marketing campaigns, and investments in brand experiences, coupled with strategic marketplace presence

have fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading

brand within run and outdoor specialty wholesale accounts and is growing across its global marketplace. The HOKA

brand’s product line includes running, trail, hiking, fitness, and lifestyle footwear offerings, as well as apparel and

accessories.

We believe demand for HOKA brand products will continue to be driven by the following:

•Leading performance product innovation, a deep connection to culture and community, category

expansion into apparel and lifestyle, and key franchise management, including consumer led

product flow and strategic product lifecycle cadence.

•Increased global brand awareness and new consumer adoption through enhanced global marketing

activations and online consumer acquisition, including building a connected ecosystem through

social media platforms, e-commerce, and retail.

•Thoughtful and strategic distribution choices, allowing the HOKA brand access and introduction to a

broader, more diverse, consumer base.

•Strategic investment in scaling lifestyle footwear, apparel, and accessories.

UGG Brand. The UGG brand is one of the most iconic and recognized brands in our industry, which highlights our

successful track record of building niche brands into consumer-focused fashion lifestyle market leaders. Born on the

California coast to warm surfers after they caught and rode the waves, we create iconic products and experiences

that are made for people to feel comfort, softness, warmth, and confidence. With loyal consumers around the world,

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innovative products, and elevated storytelling, the UGG brand has proven to be a highly resilient consumer-focused

line of premium footwear, apparel, and accessories that has driven both domestic and international sales growth

with year-round product offerings that appeal to a growing global audience and a broad demographic.

We believe demand for UGG brand products will continue to be driven by the following:

•Successful acquisition of a diverse global consumer base, and focusing on key markets, through

strategic marketing activations and collaborations that resonate with a fashionable consumer.

•High consumer brand loyalty due to elevated brand experiences and consistent delivery of crafted;

purposefully built and luxuriously comfortable footwear, apparel, and accessories.

•Diversification of our footwear product offerings, such as our spring and summer lines, as well as

expanded category offerings for Men’s products such as the slip-on shoe and sneaker category,

and more iconic fashion product for our Classics line, including reimagining existing iconic styles

into new categories.

•Continued expansion of our apparel and accessories businesses.

Other Brands. Other brands consist primarily of the Teva brand. The Teva brand’s products are built for a range of

outdoor pursuits and include a variety of footwear options, from classic sandals and shoes to boots. The Other

brands reportable operating segment includes financial results of the Koolaburra brand and AHNU brand, for which

the phase out of standalone operations were completed during the third and fourth quarters of fiscal year 2026, as

well as financial results for the former Sanuk brand during the prior period through the sale date of August 15, 2024

(Sanuk Brand Sale Date). Refer to the section titled “Reportable Operating Segments” in Note 1, “General,” of our

consolidated financial statements in Part IV within this Annual Report for further information.

Use of Non-GAAP Financial Measures

We disclose supplemental financial measures calculated and presented in accordance with generally accepted

accounting principles in the United States (US GAAP); however, throughout this Annual Report, including within our

consolidated financial statements, we provide certain financial information on a non-GAAP basis (non-GAAP

financial measures). We provide non-GAAP financial measures and information that may assist investors in

understanding our results of operations and assessing our prospects for future performance, which primarily consist

of certain constant currency measures and total segment-level financial information.

We believe presenting certain financial and operating measures on a constant currency basis is important as it

excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of

operations and are largely outside of our control. We calculate our constant currency non-GAAP financial measures

for current period financial information, such as total net sales using the foreign currency exchange rates that were

in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and

remeasurements in the consolidated financial statements. We also report comparable DTC sales on a constant

currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may

adjust prior reporting periods to conform to current period accounting policies. The information presented on a

constant currency basis, as we present such information, may not necessarily be comparable to similarly titled

information presented by other companies, and may not be appropriate measures for comparing our performance

relative to other companies. Constant currency measures should not be considered in isolation, or as an alternative

to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating

measures presented in accordance with US GAAP.

We believe presenting certain segment-level operating measures, including total segment income from operations

and total segment SG&A expenses, is important because it allows for an evaluation of operating performance and

cost structure across brands. Our segment-level non-GAAP financial measures represent the results of operations

and expenses for our individual reportable operating segments and differ from our consolidated results because

they exclude certain unallocated enterprise and shared brand expenses. Our segment-level non-GAAP financial

measures should not be considered in isolation, or as an alternative to consolidated financial and operating

measures presented in accordance with US GAAP.

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Seasonality

A significant part of the UGG brand’s business has historically been seasonal, with the highest percentage of net

sales occurring in the third fiscal quarter, which has contributed to variation in results of operations from quarter to

quarter. However, as the HOKA brand’s net sales have increased as a percentage of our aggregate net sales, the

impacts of seasonality have been partially mitigated as HOKA brand sales are generally more evenly distributed

throughout the fiscal year, although quarterly results may fluctuate based on the timing of product launches. This

trend is expected to continue. In addition, we have further mitigated the impacts of seasonality by diversifying and

expanding our year-round product offerings across our brands.

Results of Operations

Year Ended March 31, 2026, Compared to Year Ended March 31, 2025. Results of operations were as follows:

Years Ended March 31,
20262025Change
Amount% (1)Amount% (1)Amount%
Net sales$5,472,296100.0%$4,985,612100.0%$486,6849.8%
Cost of sales2,314,57042.32,099,94942.1(214,621)(10.2)
Gross profit3,157,72657.72,885,66357.9272,0639.4
Selling, general, and administrative expenses1,894,82334.61,706,57134.3(188,252)(11.0)
Income from operations1,262,90323.11,179,09223.683,8117.1
Total other income, net(63,453)(1.2)(64,207)(1.3)(754)(1.2)
Income before income taxes1,326,35624.21,243,29924.983,0576.7
Income tax expense302,2855.5277,2085.5(25,077)(9.0)
Net income1,024,07118.7966,09119.457,9806.0
Total other comprehensive income, net of tax13,7350.31,07912,6561,172.9
Comprehensive income$1,037,80619.0%$967,17019.4%$70,6367.3%
Net income per share
Basic$7.04$6.36$0.6810.7%
Diluted$7.02$6.33$0.6910.9%

(1) May not calculate on rounded amounts.

Net Sales. Net sales by brand, channel, and geography were as follows:

Years Ended March 31,
20262025Change
AmountAmountAmount%
Net sales by brand
HOKA brand
Wholesale$1,651,794$1,397,776$254,01818.2%
Direct-to-Consumer935,536835,314100,22212.0
Total2,587,3302,233,090354,24015.9
UGG brand
Wholesale1,444,6861,282,319162,36712.7
Direct-to-Consumer1,294,0721,249,03245,0403.6
Total2,738,7582,531,351207,4078.2

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Years Ended March 31,
20262025Change
AmountAmountAmount%
Other brands
Wholesale111,627175,770(64,143)(36.5)
Direct-to-Consumer34,58145,401(10,820)(23.8)
Total146,208221,171(74,963)(33.9)
Total (1)$5,472,296$4,985,612$486,6849.8%
Net sales by channel
Total Wholesale$3,208,107$2,855,865$352,24212.3%
Total Direct-to-Consumer2,264,1892,129,747134,4426.3
Total (1)$5,472,296$4,985,612$486,6849.8%
Net sales by geography
Domestic$3,191,518$3,186,709$4,8090.2%
International2,280,7781,798,903481,87526.8
Total (1)$5,472,296$4,985,612$486,6849.8%

(1) The Other brands reportable operating segment for fiscal year 2026, includes financial results for the phase out of the

Koolaburra brand and AHNU brand. The Other brands reportable operating segment for the prior period includes financial

results for the former Sanuk brand through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating

Segments Overview,” above for further information.

Total net sales increased primarily due to higher net sales for the HOKA brand and UGG brand, partially offset by

lower net sales for the Other brands. Drivers of significant changes in net sales, compared to the prior period, were

as follows:

•Net sales of the HOKA brand increased due to higher global net sales growth across both

wholesale and DTC channels. Growth was led by international sales, and also included an increase

in domestic sales, driven by our continued marketplace strategy to meet increased global demand

as consumers adopt key franchises, including new innovation introduced during the current period.

•Net sales of the UGG brand increased due to higher global net sales growth across both wholesale

and DTC channels. Growth was led by international sales, with increases in domestic sales for the

wholesale channel and a slight increase in the DTC channel. This collective growth was as a result

of increased global demand for key franchises and further adoption of year-round product offerings.

•Net sales of the Other brands decreased primarily due to lower domestic net sales in the wholesale

channel driven by the phase out of standalone operations of the Koolaburra brand and the sale of

the Sanuk brand in the prior period. The decrease was also due to lower global net sales for the

Teva brand across both channels, primarily driven by lower sales in the value-oriented consumer

segment of the wholesale channel as the Teva brand refocuses its wholesale distribution with

outdoor and premium retailers.

Supplemental Disclosure

•On a constant currency basis, net sales increased by 9.0%, compared to the prior period.

•Comparable DTC channel net sales for the 52 weeks ended March 29, 2026, increased by 4.6%,

compared to the prior period.

•We experienced an increase of 6.2% in the total volume of units sold to 78,700 from 74,100,

compared to the prior period. Units sold include all categories such as footwear, apparel,

accessories, home goods, and care kits across all brands. Percentages may not calculate on

rounded units.

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Gross Profit. Gross margin decreased to 57.7% from 57.9%, compared to the prior period, primarily due to

incremental tariffs on domestic goods and a slightly unfavorable channel mix; partially offset by cost‑sharing

arrangements, strategic price increases, and favorable product mix, along with slightly favorable foreign currency

exchange rate fluctuations and freight costs.

Selling, General, and Administrative Expenses. Drivers of significant net changes in SG&A expenses, compared to

the prior period, were as follows:

•Increased advertising, marketing, and promotion expenses of approximately $63,600, primarily due

to higher promotion expenses for the HOKA brand and UGG brand of approximately $71,300 to

drive global brand awareness and market share gains, highlight new product categories, and

provide localized marketing; partially offset by lower promotion expenses for the Other brands of

approximately $7,700 primarily driven by the phase out of standalone operations of the Koolaburra

brand and AHNU brand as well as the sale of the Sanuk brand in the prior period.

•Increased other SG&A expenses of approximately $59,000, primarily due to higher IT expenses,

sales commissions, 3PL service fees, and other miscellaneous expenses. The increase in other

SG&A expenses was comprised of approximately $51,300 of variable expenses specific to our

brands, primarily for the HOKA brand and UGG brand, and approximately $7,700 of unallocated

enterprise and shared brand expenses.

•Increased rent and occupancy of approximately $36,700, primarily due to higher rent expenses for

investments in our global retail store footprint, as well as higher operating expenses for our owned

warehouses and DCs. The increase in rent and occupancy was comprised of approximately

$28,000 of expenses specific to our brands, and approximately $8,700 of unallocated enterprise

and shared brand expenses.

•Increased payroll and related costs of approximately $33,000, primarily due to higher headcount for

our brands, partially offset by unallocated enterprise and shared brand expenses. The increase in

payroll and related costs was comprised of approximately $41,700 of expenses specific to our

brands, partially offset by approximately $8,700 of lower unallocated enterprise and shared brand

expenses primarily due to payroll efficiencies in our owned warehouses and DCs.

Income from Operations. Income (loss) from operations by reportable operating segment was as follows:

Years Ended March 31,
20262025Change
AmountAmountAmount%
Income (loss) from operations
HOKA brand$910,980$848,505$62,4757.4%
UGG brand1,045,3311,002,87342,4584.2
Other brands (1)16,36534,578(18,213)(52.7)
Unallocated enterprise and shared brand expenses (2)(709,773)(706,864)(2,909)(0.4)
Total$1,262,903$1,179,092$83,8117.1%

(1) The Other brands reportable operating segment for fiscal year 2026, includes financial results for the phase out of the

Koolaburra brand and AHNU brand. The Other brands reportable operating segment for the prior period includes financial

results for the former Sanuk brand through the Sanuk Brand Sale Date. Refer to the section titled “Reportable Operating

Segments Overview,” above for further information.

(2) To the extent that consolidated SG&A expenses exceed reportable operating segment SG&A expenses, the costs are recorded

in unallocated enterprise and shared brand expenses. Refer to Note 13, “Reportable Operating Segments,” of our consolidated

financial statements in Part IV within this Annual Report for further information.

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales,

partially offset by higher SG&A expenses as a percentage of net sales and slightly lower gross margins driven by

tariffs.

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Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

•The increase in income from operations of the HOKA brand was due to higher net sales, partially

offset by lower gross margins driven by tariffs, as well as higher SG&A expenses as a percentage

of net sales driven by other SG&A expenses including sales commissions, as well as higher rent

and occupancy, payroll and related costs, and advertising, marketing and promotional expenses.

•The increase in income from operations of the UGG brand was due to higher net sales, partially

offset by slightly lower gross margins driven by tariffs, as well as higher SG&A expenses as a

percentage of net sales primarily driven by advertising, marketing, and promotion expenses, as well

as other SG&A expenses including sales commissions.

•The decrease in income from operations of Other brands was primarily driven by the Teva brand

from lower net sales and gross margins due to tariffs, along with higher SG&A expenses as a

percentage of net sales; combined with lower income from operations driven by the phase out of

standalone operations of the Koolaburra brand.

•The increase in unallocated enterprise and shared brand expenses was primarily due to higher rent

and occupancy for our owned warehouses and DCs, as well as higher other SG&A expenses

primarily related to IT expenses and 3PL service fees, partially offset by payroll efficiencies in our

owned warehouses and DCs.

Income Tax Expense. Income tax expense and our effective income tax rate were as follows:

Years Ended March 31,
20262025
Income tax expense$302,285$277,208
Effective income tax rate22.8%22.3%

The net increase in our effective income tax rate, compared to the prior period, was primarily due to increases in net

unrecognized tax benefits, partially offset by tax benefits from changes to our jurisdictional mix of earnings.

Net Income. The increase in net income, compared to the prior period, was due to higher net sales, partially offset

by lower operating margin. Net income per share increased, compared to the prior period, due to higher net income

and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Income, Net of Tax. The increase in total other comprehensive income, net of tax,

compared to the prior period, was primarily due to higher foreign currency translation gains relating to changes in

our net asset position against European and Asian foreign currency exchange rates and higher unrealized gains on

derivative contracts.

Liquidity and Capital Resources

Our liquidity may be impacted by a number of factors, including our results of operations, the strength of our brands

and market acceptance of our products, impacts of seasonality and weather conditions, our ability to respond to

changes in consumer preferences and tastes, the timing of capital expenditures and lease payments, our ability to

collect our trade accounts receivable in a timely manner and effectively manage our inventories, our ability to

manage supply chain constraints, our ability to respond to macroeconomic, geopolitical and international trade

developments, and various other risks and uncertainties described in the section titled “Trends and Uncertainties

Impacting our Business and Industry” above and in Part I, Item 1A, “Risk Factors,” within this Annual Report.

Furthermore, our liquidity needs may evolve due to a number of factors, including changes in business conditions,

changes in strategic initiatives, including any investments or acquisitions we may decide to pursue, changes in our

capital allocation strategy, including the timing and scope of share repurchases, and changes in the macroeconomic

or geopolitical landscape.

If there are unexpected material impacts on our business in future periods, we may need to raise additional cash to

fund our operations or pursue our business strategy, in which case we may seek to borrow under our revolving

credit facilities, seek new or modified borrowing arrangements, or sell additional debt or equity securities. Incurring

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indebtedness under new or modified borrowing arrangements would subject us to debt service obligations and

additional covenants that could restrict our operations and further encumber our assets. The sale of convertible debt

or equity securities could result in additional dilution to our stockholders, and equity securities may have rights or

preferences that are superior to those of our existing stockholders. Although we believe we have adequate sources

of liquidity to support our cash needs and business strategy over the long term, factors such as changes in

consumer preferences or tastes and changes in the macroeconomic or geopolitical environment could adversely

affect our liquidity and capital resources.

Sources of Liquidity. We finance our working capital and operating requirements using a combination of cash and

cash equivalents balances, cash provided by operating activities, and repatriation of cash. We also have available

borrowing capacity under our revolving credit facilities. We believe our sources of cash and cash equivalents will

provide sufficient liquidity to enable us to meet our working capital requirements and contractual obligations for at

least the next 12 months and will be sufficient to allow us to pursue our business strategies and plans.

Cash and Cash Equivalents. As of March 31, 2026, and 2025, our cash and cash equivalents balance is $1,907,249

and $1,889,188, respectively, the majority of which is held in highly rated money market funds and interest-bearing

bank deposit accounts with established national and global financial institutions.

Cash Provided by Operating Activities. For the years ended March 31, 2026, and 2025, we generated $1,181,955

and $1,044,523, respectively, of cash from operating activities. Refer to the section titled “Cash Flows” below for

further discussion on cash flows generated from ongoing operating activities.

Repatriation of Cash. Our cash repatriation strategy, and by extension, our liquidity, may be impacted by several

additional considerations, which include future changes to, or our interpretations of, global tax law and regulations,

and our actual earnings in various jurisdictions in future periods. During the years ended March 31, 2026, and 2025,

no cash and cash equivalents were repatriated from an international subsidiary that were subject to income taxes.

As of March 31, 2026, and 2025, we have $653,924 and $481,836, respectively, of cash and cash equivalents held

by international subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be

repatriated. We continue to evaluate our cash repatriation strategy and currently anticipate repatriating current and

future unremitted earnings of non-US subsidiaries to the extent they have been subject to US income tax, if such

cash is not required to fund ongoing international operations. Refer to Note 5, “Income Taxes,” of our consolidated

financial statements in Part IV within this Annual Report for further information regarding our cash repatriation

strategy.

During the years ended March 31, 2026, and 2025, we did not generate significant pre-tax earnings from any

countries which do not impose a corporate income tax. A small portion of our unremitted accumulated earnings of

non-US subsidiaries, for which no US federal or state income tax have been paid, are currently expected to be

reinvested outside of the US indefinitely. Such earnings would become taxable upon the sale or liquidation of these

subsidiaries.

Revolving Credit Facilities. Information about our revolving credit facilities available as of March 31, 2026, is as

follows:

•Primary Credit Facility. We have a five-year unsecured revolving credit facility, which provides for

borrowings up to $400,000 (Primary Credit Facility) and contains a $25,000 sublimit for the

issuance of letters of credit. Under the Primary Credit Facility, there is no outstanding balance,

$399,407 of available borrowings, and $593 of outstanding letters of credit.

•China Credit Facility. We have an uncommitted revolving line of credit of up to CNY300,000, or

$43,512, with an overdraft facility sublimit of CNY100,000, or $14,504 (China Credit Facility). Under

the China Credit Facility, there is no outstanding balance, $43,032 of available borrowings, and

$480 of outstanding bank guarantees.

•Debt Covenants. We are in compliance with all financial covenants under our Primary Credit Facility

and China Credit Facility.

Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV within this Annual

Report for further information regarding the terms of our revolving credit facilities.

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Primary Cash Requirements. Our primary cash requirements include working capital, purchase obligations,

payments to fulfill operating lease obligations, capital expenditures, and our stock repurchase program.

Working Capital. Our working capital requirements begin when we purchase materials and inventories and continue

until we collect the resulting trade accounts receivable. A significant portion of the UGG brand’s business has

historically been seasonal, with a higher concentration of net sales in the third fiscal quarter, which contributes to

variability in our working capital requirements and necessitates the use of available cash to build inventory levels in

advance of higher selling seasons. While the impact of seasonality has been partially mitigated by the increasing

contribution of HOKA brand net sales, which are generally more evenly distributed throughout the fiscal year, as

well as by the diversification and expansion of our year-round product offerings across our brands, we expect

working capital requirements to continue to fluctuate period to period.

Purchase Obligations. We have various types of purchase obligations, including obligations to purchase product,

commodities, and other purchase obligations such as service contracts, which are incurred in the normal course of

business but are considered commitments and contingencies that are not recorded in our consolidated financial

statements. As of March 31, 2026, our purchase obligations total $1,374,265. Refer to Note 8, “Commitments and

Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for further information

on our purchase obligations.

Operating Lease Obligations. We primarily lease retail stores, showrooms, offices, and distribution facilities. As of

March 31, 2026, undiscounted operating lease payments recorded in the consolidated balance sheets total

$436,556. This amount excludes undiscounted minimum operating lease payments totaling $22,727 related to

leases signed during fiscal year 2026 that had not yet commenced. Refer to Note 7, “Leases,” of our consolidated

financial statements in Part IV within this Annual Report for further information on our operating lease obligations.

Capital Expenditures and Cloud Computing Arrangements. We estimate that aggregate capital expenditures and

certain implementation costs for cloud computing arrangements to be made before the end of our next fiscal year

will range from approximately $145,000 to $155,000. We anticipate these expenditures will primarily relate to

expanding and upgrading our HOKA brand and UGG brand retail store fleet, completing IT infrastructure and

system improvements, upgrading our office facilities, and upgrading our existing warehouses and DCs. However,

the actual amount of our future capital expenditures may differ significantly from this estimate depending on

numerous factors, including the timing of facility and retail store openings, as well as unforeseen needs to upgrade

or replace facilities.

Stock Repurchase Program. We continue to evaluate our capital allocation strategy and consider further

opportunities to utilize our cash resources in a way that will profitably grow our business, meet our strategic

objectives, and drive stockholder value, including by potentially repurchasing additional shares of our common

stock. As of March 31, 2026, the aggregate remaining approved amount under our stock repurchase program is

$1,549,602. Our stock repurchase program does not obligate us to acquire any amount of common stock and may

be suspended at any time at our discretion.

On May 20, 2026, our Board approved an additional authorization of $3,500,000 to repurchase shares of our

common stock under the same conditions as the prior stock repurchase program, resulting in an aggregate

remaining authorization of approximately $4,840,000 as of that date.

Refer to Note 11, “Stockholders’ Equity,” of our consolidated financial statements in Part IV and to Part II, Item 5,

“Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,”

within this Annual Report for further information regarding our stock repurchase program.

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Cash Flows

The following table summarizes the major components of our consolidated statements of cash flows for the periods

presented:

Years Ended March 31,
20262025Change
AmountAmountAmount%
Net cash provided by operating activities$1,181,955$1,044,523$137,43213.2%
Net cash used in investing activities(84,612)(75,003)(9,609)(12.8)
Net cash used in financing activities(1,084,044)(581,334)(502,710)(86.5)
Effect of foreign currency exchange rates on cash and cash equivalents4,762(1,049)5,811554.0
Net change in cash and cash equivalents$18,061$387,137$(369,076)(95.3)%

Operating Activities. Our primary source of liquidity was net cash provided by operating activities, which was

driven by our net income after non-cash adjustments and changes in operating assets and liabilities.

The increase in net cash provided by operating activities during the year ended March 31, 2026, compared to the

prior period, was due to $80,635 of favorable net income after non-cash adjustments, as well as $56,797 of

favorable changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily due

to favorable impacts from (1) timing of tax payments and receipts; (2) a higher rate of collections for trade accounts

receivable, net, on higher net sales; and (3) timing of purchases of inventory; partially offset by unfavorable impacts

from (4) net trade accounts payable from timing of receipts of goods and services and related disbursements; (5)

timing of derivative contract cash settlements recorded to prepaid expenses and other current assets; and (6) timing

of commodity deposits and investments in cloud computing arrangements recorded in other assets.

Investing Activities. The increase in net cash used in investing activities during the year ended March 31, 2026,

compared to the prior period, was primarily due to cash proceeds from the sale of assets received during the prior

period, partially offset by a decrease in purchases of property and equipment.

Financing Activities. The increase in net cash used in financing activities during the year ended March 31, 2026,

compared to the prior period, was primarily due to a higher dollar value of stock repurchases, inclusive of excise

taxes.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with US GAAP requires management to

make estimates and assumptions that affect the amounts reported. Management bases these estimates and

assumptions upon historical experience, existing and known circumstances, authoritative accounting

pronouncements, and other factors it believes to be reasonable. In addition, management has considered the

potential impact of macroeconomic and geopolitical factors on our financial condition, results of operations, and

liquidity, including inflationary pressures, increased tariffs, rising supply chain costs, high interest rates, foreign

currency exchange rate volatility, escalating global conflicts, changes in discretionary spending, and recession risks.

Although the full impact of these factors is unknown, management believes it has made appropriate accounting

estimates and assumptions based on the facts and circumstances available as of the reporting date. However,

actual results could differ materially from these estimates and assumptions, which may result in material effects on

our financial condition, results of operations and liquidity.

We believe the following critical accounting estimates involve a significant level of estimation uncertainty and the

balances have had or are reasonably likely to have a material impact on our financial condition or results of

operations. Refer to Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report

for further discussion of our significant accounting policies and use of estimates, as well as the impact of recent

accounting pronouncements.

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Sales Returns and Chargebacks. Revenue is recognized net of estimates, including for sales returns and

chargebacks. Actual sales returns and chargebacks may differ from our estimates and are based on various factors

including the following:

Sales Return Liability. The estimate of the sales return liability is determined based on several factors, including

known and actual returns, historical returns, and any recent events that could result in a change from historical

return rates. For our wholesale channel, we base our estimate of sales returns on approved customer return

requests, historical returns experience, and recent events that may affect expected return rates. For our DTC

channel, we estimate sales returns using a lag compared to the prior period and consider historical experience and

recent events or trends that may affect expected return rates.

Allowance for Chargebacks. We record a chargeback allowance based primarily on known circumstances, such as

price adjustments and short shipments, as well as unknown circumstances based on historical trends related to the

timing and amount of chargebacks taken against customer invoices.

Refer to Note 2, “Revenue Recognition and Business Concentrations,” of our consolidated financial statements and

Schedule II, “Total Valuation and Qualifying Accounts,” in Part IV within this Annual Report for further information

regarding the sales return liability and the allowance for chargebacks.

Allowance for Doubtful Accounts. We provide an allowance against trade accounts receivable for estimated

losses that may result from customers’ inability to pay. We determine the amount of the allowance by analyzing

known uncollectible accounts, aged trade accounts receivable, macroeconomic and geopolitical conditions and

forecasts, historical experience, and the customers’ creditworthiness. Changes in the characteristics of our trade

accounts receivable including the aforementioned factors, are reviewed periodically and may lead to adjustments in

our allowance for doubtful accounts. Actual future losses from uncollectible accounts may differ from our estimates.

Refer to Schedule II, “Total Valuation and Qualifying Accounts,” in Part IV within this Annual Report for further

information on our allowance for doubtful accounts.

Inventories. Inventories, which are primarily comprised of finished goods on hand and in transit, are stated at the

lower of cost (weighted moving average) or net realizable value at each financial statement date. Net realizable

value is the estimated selling price in the ordinary course of business, less reasonably predictable costs to sell.

We regularly review inventory for excess, obsolete, and impaired inventory to evaluate write-downs to the lower of

cost or net realizable value. Factors that may trigger inventory write-downs include damage, obsolescence, excess

quantities, discontinued styles, and declines in estimated selling prices, among others. Our evaluation considers

current and anticipated demand, historical liquidation and shrinkage experience, aging of inventory, and current

market conditions.

While we believe that adequate write-downs for inventory have been provided for in the consolidated financial

statements, our evaluation may be affected by factors outside our control, and we could experience additional

inventory write-downs in the future.

Income Taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets and

liabilities are recognized for the future tax consequences attributable to temporary differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and

liabilities are measured using enacted tax rates that will be in effect for the years in which those tax assets and

liabilities are expected to be realized or settled.

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to

be realized. We believe it is more likely than not that forecasted income, together with future reversals of existing

taxable temporary differences, will be sufficient to recover our net deferred tax assets, after consideration of

valuation allowances, which primarily relate to foreign losses in certain jurisdictions. If we determine all, or part of

our deferred tax assets are not realizable, or that additional deferred tax assets have become realizable, we will

adjust the valuation allowance accordingly, with a corresponding impact to earnings in the period such

determination is made.

We make estimates to determine income tax expense, deferred tax assets and liabilities, and uncertain tax

positions. Our estimates, relative to income tax expense, consider current global tax laws and regulations (and our

interpretations thereof) and possible outcomes of current and future audits conducted by foreign and domestic tax

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authorities. Changes in tax laws and regulations (and our interpretations thereof), and the resolution of current and

future tax audits, could significantly affect the amounts provided for income tax expense in our results of operations.

Our estimates related to tax benefits from uncertain tax positions consider whether a tax position is more likely than

not to be sustained on examination by the taxing authorities, based on the technical merits of the position and the

largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Resolution of these

uncertainties may result in the recognition of a tax benefit or an additional tax charge in the period our assessment

changes.

We determine on a regular basis the amount of undistributed earnings that will be indefinitely reinvested in our non-

US operations. This assessment is based on the cash flow projections and operational and fiscal objectives of each

of our US and international subsidiaries. We have not changed our indefinite reinvestment assertion of foreign

earnings other than previously taxed earnings and profits.

Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for

further information on our income taxes and tax strategy.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2025 10-K MD&A

SEC filing source: 0000910521-25-000017.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-05-23. Report date: 2025-03-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements in Part IV within this Annual Report. This discussion includes an analysis of our financial condition and results of operations for the years ended March 31, 2025, 2024, and 2023 and year-over-year comparisons between those periods.

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties. Our actual results of operations may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section titled “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors,” within this Annual Report.

Unless otherwise indicated, all figures herein are expressed in thousands, except for per share and share data.

OVERVIEW

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. We market our products primarily under five proprietary brands: UGG, HOKA, Teva, AHNU, and Koolaburra. Our brands compete across the fashion and casual lifestyle, performance, running, and outdoor markets. We believe our products are distinctive and appeal to a broad demographic. Our brands sell our products through quality domestic and international retailers, international distributors, and directly to global consumers through our DTC channel, which is comprised of an e‑commerce and retail store presence. We seek to differentiate our brands and products by offering diverse lines that emphasize fashion, authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups. Independent third-party contractors manufacture all of our products.

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FINANCIAL HIGHLIGHTS

Consolidated financial performance highlights for fiscal year 2025, compared to fiscal year 2024 (the prior period), were as follows:

•Net sales increased 16.3% to $4,985,612.

◦Brand

▪UGG brand net sales increased 13.1% to $2,531,351.

▪HOKA brand net sales increased 23.6% to $2,233,090.

▪Other brands net sales decreased 8.6% to $221,171.

◦Channel

▪Wholesale channel net sales increased 17.4% to $2,855,865.

▪DTC channel net sales increased 14.8% to $2,129,747.

◦Geography

▪Domestic net sales increased 11.3% to $3,186,709.

▪International net sales increased 26.3% to $1,798,903.

•Gross margin increased 230 basis points to 57.9%.

•SG&A expenses increased 17.1% to $1,706,571.

•Income from operations increased 27.1% to $1,179,092.

•Income from operations as a percentage of net sales (operating margin) increased 200 basis points to 23.6%.

•Diluted earnings per share increased 30.2% to $6.33 per share.

RECENT DEVELOPMENTS

Koolaburra Brand. During the third quarter of fiscal year 2025, we began taking steps to phase out our standalone operations for the Koolaburra brand in order to maintain focus on our most significant organic opportunities. We closed Koolaburra.com as of March 31, 2025, and plan to wind down the Koolaburra brand in the wholesale channel by the end of calendar year 2025. Refer to the section titled “The Company,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.

Sanuk Brand Asset Sale. During the second quarter of fiscal year 2025, we completed the sale of the Sanuk brand and certain related assets. Refer to the section below titled “Reportable Operating Segment Overview” for further information on our results of operations. Refer to the section titled “The Company,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information on the sale of the Sanuk brand.

Forward Stock Split and Authorized Share Increase. On September 13, 2024, we effected a stock split and an authorized share increase. Our financial results included within this Annual Report have been retroactively adjusted to reflect the effectiveness of the stock split and the authorized share increase. Refer to the section titled “Basis of Presentation,” in Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further information.

TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY

We expect our business and industry will continue to be impacted by several important trends and uncertainties, including the following:

Macroeconomic and Geopolitical Factors

•We are exposed to risks resulting from evolving US trade policy that has introduced uncertainty and volatility in global trade relations, including higher tariffs and greater restrictions on goods imported from certain regions. While we pursue mitigation strategies, including through selective, staggered, and strategic price increases on our products sold in the US and by negotiating cost-sharing arrangements with our independent manufacturers, we may be unable to offset all resulting

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increases to our cost of goods sold. These risks may have a material adverse impact on demand for our products.

•Macroeconomic factors, including inflationary pressures, increased tariffs, geopolitical unrest, and escalating global conflicts, are creating a complex and challenging environment for our business and industry. While these factors did not materially impact our business or results of operations during fiscal year 2025, the full impact of these factors is difficult to quantify and could negatively impact us in future periods.

Brand and Omni-Channel Strategy

•We remain focused on increasing global consumer awareness and adoption of our brands, which has continued to positively impact our financial results. Our efforts to drive brand adoption are focused on building brand acceptance and heat through launches of innovative product offerings, coupled with marketing investments across multiple geographic markets and channels of distribution, including strategic expansion of the global marketplace.

•We continue to implement a marketplace inventory management strategy for our brands through segmentation and differentiation. During fiscal year 2025, we continued to experience alignment on product assortments that resulted in higher full-price sell-through, which benefited our gross margins across all channels of distribution. While gross margins continue to be an area of strategic focus, we may not experience these benefits to our gross margins in our fiscal year ending March 31, 2026 (next fiscal year) due to various factors, including impacts from macroeconomic and geopolitical factors, discussed above, as well as potential impacts from our pricing strategies.

•Our long-term strategy remains focused on building our DTC channel to represent an increased proportion of our total net sales, which includes differentiating the consumer experience from the wholesale channel to drive increases in acquisition and retention to sustain strong market positions and a high level of demand for our brands. We expect increased sales in the DTC channel will continue to positively impact our gross margins. However, as we expand doors with wholesale partners to drive brand awareness and market share in the near-term, our wholesale channel may represent a higher portion of our total net sales in certain periods, which could pressure our margins in those periods.

•We continue to implement our international growth strategies for the HOKA and UGG brands to represent an increased proportion of our total net sales. We continue to selectively expand our HOKA brand presence through additional locations with our wholesale partners and targeted retail store expansion within our DTC channel. We also continue to invest in certain regions that provide influential market presence to build HOKA brand awareness, and we expect to continue making these investments, including in our next fiscal year. We continue to emphasize elevating the customer experience for our brands through category expansion and collaborations.

Supply Chain

•To support our growing business, we continue to invest in our network of global warehouses, DCs, and 3PLs, which have fixed and variable costs, with variable costs changing relative to changes in net sales. We continue to diversify our third-party manufacturers and the regions in which they operate. We are currently negotiating the transition of one of our international 3PLs to a new partner with an upgraded warehouse management system during our next fiscal year. We expect to continue to invest in and build upon these infrastructure capabilities to continue meeting customer and consumer demand.

REPORTABLE OPERATING SEGMENTS OVERVIEW

As of March 31, 2025, our three reportable operating segments include the worldwide operations of the UGG brand, HOKA brand, and Other brands. Information reported to the CODM, who is our Principal Executive Officer (PEO), is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.

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Change in Reportable Operating Segments. During the fourth quarter of fiscal year 2025, the financial information regularly used by the CODM to evaluate performance, make operating decisions, and allocate resources was revised. In connection with executive leadership alignment, and the recent divestiture and phase out of certain brands, the CODM shifted resource allocation decisions and performance assessment to a brand focus, rather than a distribution channel focus. This resulted in a change in our reportable operating segments. The change in reportable operating segments had an impact on segment income from operations, a measure of segment profitability, and we clarified unallocated overhead costs excluded from this measure as unallocated enterprise and shared brand expenses. Unallocated enterprise and shared brand expenses are costs that are managed centrally and not specific to any one brand. These costs are primarily comprised of certain payroll and related expenses, including stock-based compensation; global IT expenses; 3PL service fees; depreciation, rent, and occupancy for owned warehouses and offices; and other SG&A expenses, such as costs for contract services, materials, supplies, and travel. These costs span multiple functions including owned warehouses and 3PL service fees, along with enterprise costs which include centralized commercial operations, IT, finance, human resources, legal, supply chain, and corporate executives.

Previously, our six reportable operating segments included the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands (primarily the AHNU brand and Koolaburra brand), and DTC. Reportable operating segment results for all prior periods presented in this Annual Report have been recast to reflect the change in reportable operating segments.

As discussed under the section titled “Recent Developments” above, the sale of the Sanuk brand was completed during fiscal year 2025. The financial results for our reportable operating segments present the former Sanuk brand within the Other brands reportable operating segment through the Sanuk Brand Sale Date for the year ended March 31, 2025, and full financial results for the years ended March 31, 2024, and 2023.

Refer to Note 12, “Reportable Operating Segments,” of our consolidated financial statements in Part IV within this Annual Report for further information on reportable operating segments.

UGG Brand. The UGG brand is one of the most iconic and recognized footwear brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders. With loyal consumers around the world, the UGG brand has proven to be a highly resilient consumer-focused line of premium footwear, apparel, and accessories with year-round product offerings that appeal to a growing global audience and a broad demographic.

We believe demand for UGG brand products will continue to be driven by the following:

•Successful acquisition of a diverse global consumer base, and in particular focusing on key markets, through strategic marketing activations and collaborations that resonate with a fashionable consumer.

•High consumer brand loyalty due to elevated brand experiences and consistent delivery of crafted; purposefully built and luxuriously comfortable footwear, apparel, and accessories.

•Diversification of our footwear product offerings, such as our spring and summer lines, as well as expanded category offerings for Men’s products such as the slip-on shoe and sneaker category, and more iconic fashion product for our Classics line, including reimagining existing iconic styles into new categories.

•Thoughtful expansion of our apparel and accessories businesses.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear, which offers enhanced cushioning and inherent stability with minimal weight. Originally designed for ultra-runners, the brand now appeals to world champions, taste makers, and everyday athletes. Expanded marketing and strategic marketplace presence have fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing across its global marketplace. The HOKA brand’s product line includes running, trail, hiking, fitness, and lifestyle footwear offerings, as well as select apparel and accessories.

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We believe demand for HOKA brand products will continue to be driven by the following:

•Leading performance product innovation, category extensions, and key franchise management, including higher frequency product drop rates and improving accessibility to all athletes.

•Increased global brand awareness and new consumer adoption through enhanced global marketing activations and online consumer acquisition, including building a more diverse outdoor community through digital and in-person event sponsorship.

•Thoughtful and strategic distribution choices, allowing the HOKA brand access and introduction to a broader, more diverse, consumer base.

•Category extensions in authentic performance footwear offerings such as lifestyle, trail, and fitness categories.

Other Brands. Other brands consist primarily of the Teva brand, AHNU brand, and Koolaburra brand. The Teva brand’s products are built for a range of outdoor pursuits and include a variety of footwear options, from classic sandals and shoes to boots. The AHNU brand’s footwear products fuse high-performance technology with timeless style crafted for everyday wear. The Koolaburra brand, for which we are phasing out standalone operations by the end of calendar year 2025, is a casual footwear brand that uses plush materials to target value-oriented consumers.

USE OF NON-GAAP FINANCIAL MEASURES

We disclose supplemental financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (US GAAP); however, throughout this Annual Report we provide certain financial information on a non-GAAP basis (non-GAAP financial measures). We provide non-GAAP financial measures to provide information that may assist investors in understanding our results of operations and assessing our prospects for future performance, which consist of constant currency measures. We believe evaluating certain financial and operating measures on a constant currency basis is important as it excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of operations and are largely outside of our control. However, our non-GAAP financial measures are not intended to represent and should not be considered more meaningful measures than, or alternatives to, measures of financial or operating performance as determined in accordance with US GAAP.

We calculate our constant currency non-GAAP financial measures for current period financial information, such as total net sales using the foreign currency exchange rates that were in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and remeasurements in the consolidated financial statements. We also report comparable DTC sales on a constant currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may adjust prior reporting periods to conform to current year accounting policies. The information presented on a constant currency basis, as we present such information, may not necessarily be comparable to similarly titled information presented by other companies, and may not be appropriate measures for comparing our performance relative to other companies. Constant currency measures should not be considered in isolation as an alternative to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating measures presented in accordance with US GAAP.

SEASONALITY

A significant part of the UGG brand’s business has historically been seasonal, with the highest percentage of net sales occurring in the third fiscal quarter, which has contributed to variation in results of operations from quarter to quarter. However, we have mitigated the impacts of seasonality by diversifying and expanding product offerings with additional year-round styles. In addition, as the HOKA brand’s net sales, which generally occur more evenly throughout the fiscal year, continue to increase as a percentage of our aggregate net sales, we expect to reduce the impacts of seasonality in future periods.

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RESULTS OF OPERATIONS

Year Ended March 31, 2025, Compared to Year Ended March 31, 2024. Results of operations were as follows:

Years Ended March 31,
20252024Change
Amount%Amount%Amount%
Net sales$4,985,612100.0%$4,287,763100.0%$697,84916.3%
Cost of sales2,099,94942.11,902,27544.4(197,674)(10.4)
Gross profit2,885,66357.92,385,48855.6500,17521.0
Selling, general, and administrative expenses1,706,57134.31,457,97434.0(248,597)(17.1)
Income from operations1,179,09223.6927,51421.6251,57827.1
Total other income, net(64,207)(1.3)(51,427)(1.2)12,78024.9
Income before income taxes1,243,29924.9978,94122.8264,35827.0
Income tax expense277,2085.5219,3785.1(57,830)(26.4)
Net income966,09119.4759,56317.7206,52827.2
Total other comprehensive income (loss), net of tax1,079(11,698)(0.3)12,777109.2
Comprehensive income$967,17019.4%$747,86517.4%$219,30529.3%
Net income per share
Basic$6.36$4.89$1.4730.1%
Diluted$6.33$4.86$1.4730.2%

Net Sales. Net sales by brand, channel, and geography were as follows:

Years Ended March 31,
20252024Change
AmountAmountAmount%
Net sales by brand
UGG brand
Wholesale$1,282,319$1,115,241$167,07815.0%
Direct-to-Consumer1,249,0321,123,891125,14111.1
Total2,531,3512,239,132292,21913.1
HOKA brand
Wholesale1,397,7761,126,126271,65024.1
Direct-to-Consumer835,314680,614154,70022.7
Total2,233,0901,806,740426,35023.6
Other brands (1) (2)
Wholesale175,770190,940(15,170)(7.9)
Direct-to-Consumer45,40150,951(5,550)(10.9)
Total221,171241,891(20,720)(8.6)
Total (1)$4,985,612$4,287,763$697,84916.3%
Net sales by channel
Total Wholesale$2,855,865$2,432,307$423,55817.4%
Total Direct-to-Consumer2,129,7471,855,456274,29114.8
Total (1)$4,985,612$4,287,763$697,84916.3%

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Years Ended March 31,
20252024Change
AmountAmountAmount%
Net sales by geography
Domestic$3,186,709$2,863,674$323,03511.3%
International1,798,9031,424,089374,81426.3
Total (1)$4,985,612$4,287,763$697,84916.3%

(1) Includes Sanuk brand partial financial results through the Sanuk Brand Sale Date of August 15, 2024, for the year ended March 31, 2025, and full financial results for the prior period, which are presented in the Other brands reportable operating segment. Refer to the section titled “Recent Developments” above for further information on the sale of the Sanuk brand. Refer to the section titled “Reportable Operating Segments Overview,” above for further information on the recent change in our reportable operating segments.

(2) Includes Teva brand full financial results for the year ended March 31, 2025, and the prior period, which are presented in the Other brands reportable operating segment. Refer to the section titled “Reportable Operating Segments Overview” above for further information on the recent change in our reportable operating segments.

Total net sales increased primarily due to higher global net sales across all channels for the HOKA and UGG brands, partially offset by lower US net sales for Other brands across all channels. Drivers of significant changes in net sales, compared to the prior period, were as follows:

•Net sales of the HOKA brand increased due to higher global demand for an assortment of performance products across all channels. HOKA brand wholesale channel growth was driven primarily by global market share gains and benefits from new points of distribution with key partners. HOKA brand DTC channel growth was driven primarily by global gains in consumer acquisition and retention.

•Net sales of the UGG brand increased due to higher global demand across both channels, especially internationally. UGG brand wholesale channel growth was primarily driven by demand for year-round key product franchises and strong partnerships with brand-enhancing retailers. UGG brand DTC channel growth was primarily driven by global gains in consumer acquisition and retention.

•Net sales of the Other brands decreased primarily due to lower US net sales across all channels, including impacts from the sale of the Sanuk brand.

Supplemental Disclosure

•On a constant currency basis, net sales increased by 16.5%, compared to the prior period.

•Comparable DTC channel net sales for the 52 weeks ended March 30, 2025, increased by 13.4% compared to the prior period.

•We experienced an increase of 13.5% in the total volume of units sold to 74,100 from 65,300, compared to the prior period. Units sold include all categories such as footwear, apparel, accessories, home goods, and care kits.

Gross Profit. Gross margin increased to 57.9% from 55.6%, compared to the prior period, primarily due to favorable brand and product mix, with higher margin product driving a higher proportion of growth, and increased levels of full-price selling primarily for the UGG brand, including reduced closeouts to the wholesale channel, partially offset by unfavorable changes in freight costs.

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Selling, General, and Administrative Expenses. Drivers of significant net changes in SG&A expenses, compared to the prior period, were as follows:

•Increased advertising, marketing, and promotion expenses of approximately $83,300, primarily due to higher promotional marketing expenses for the HOKA and UGG brands to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing.

•Increased other SG&A expenses of approximately $79,800, primarily due to higher unallocated enterprise and shared brand expenses of approximately $46,400 for 3PL service fees, contract services, IT programming and software costs, and other operating expenses; higher HOKA brand expenses of approximately $22,700 for materials and supplies, sales commissions, travel costs, bad debt expenses, credit card fees, and other operating expenses; and higher UGG brand expenses of approximately $9,700 for sales commissions, bad debt expenses, and credit card fees.

•Increased payroll and related costs of approximately $67,800, primarily due to higher headcount from investments in talent for the HOKA brand, enterprise functions, and the UGG brand, along with higher variable payroll costs to support higher sales.

•Increased depreciation and other related costs of approximately $10,800, primarily due to higher unallocated enterprise and shared brand expenses for infrastructure investments and related depreciation, partially offset by lower impairments.

•Increased rent and occupancy of approximately $8,800, primarily due to higher rent expenses resulting from retail store footprint expansion for the HOKA brand.

•Increased net foreign currency-related remeasurement gains of approximately $2,000, primarily due to favorable changes in Asian exchange rates against the US dollar.

Income from Operations. Income (loss) from operations by reportable operating segment was as follows:

Years Ended March 31,
20252024Change
AmountAmountAmount%
Income (loss) from operations
UGG brand$1,002,873$804,827$198,04624.6%
HOKA brand848,505719,047129,45818.0
Other brands (1) (2)34,57823,72110,85745.8
Unallocated enterprise and shared brand expenses (3)(706,864)(620,081)(86,783)(14.0)
Total$1,179,092$927,514$251,57827.1%

(1) Includes Sanuk brand partial financial results through the Sanuk Brand Sale Date of August 15, 2024, for the year ended March 31, 2025, and full financial results for the prior period, which are presented in the Other brands reportable operating segment. Refer to the section titled “Recent Developments” above for further information on the sale of the Sanuk brand. Refer to the section titled “Reportable Operating Segments Overview,” above for further information on the recent change in our reportable operating segments.

(2) Includes Teva brand full financial results for the year ended March 31, 2025, and the prior period, which are presented in the Other brands reportable operating segment. Refer to the section titled “Reportable Operating Segments Overview” above for further information on the recent change in our reportable operating segments.

(3) To the extent that consolidated SG&A expenses exceed reportable operating segment SG&A expenses, the costs are recorded in unallocated enterprise and shared brand expenses, which are costs that are managed centrally and not specific to any one brand. The change in reportable operating segments had an impact on segment income from operations, a measure of segment profitability, and a clarification was made that certain prior unallocated overhead costs are defined as unallocated enterprise and shared brand expenses and are excluded from the measure of segment profitability.

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The increase in total income from operations, compared to the prior period, was primarily due to higher net sales at higher gross margins, partially offset by higher SG&A expenses as a percentage of net sales.

Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

•The increase in income from operations of the UGG brand was due to higher net sales at higher gross margins, as well as relatively flat SG&A expenses as a percentage of net sales.

•The increase in income from operations of the HOKA brand was due to higher net sales at slightly lower gross margins, partially offset by higher SG&A expenses as a percentage of net sales, primarily reflecting increased marketing and headcount to support brand growth initiatives.

•The increase in income from operations of the Other brands was due to higher gross margins on lower net sales, as well as the benefit to SG&A expenses from lower impairments compared to the prior period for the Sanuk brand definite-lived intangible assets.

•The increase in unallocated enterprise and shared brand expenses was due to higher other SG&A expenses for 3PL service fees, contract services, and IT programming and software costs; higher payroll and related costs for higher variable payroll costs along with higher headcount for enterprise functions; and higher depreciation and other related costs for infrastructure investments.

Total Other Income, Net. The increase in total other income, net, compared to the prior period, was primarily due to higher interest income from higher invested cash balances.

Income Tax Expense. Income tax expense and our effective income tax rate were as follows:

Years Ended March 31,
20252024
Income tax expense$277,208$219,378
Effective income tax rate22.3%22.4%

The net decrease in our effective income tax rate, compared to the prior period, was primarily due to benefits related to US tax on foreign earnings (including global intangible low-tax income and foreign derived intangible income), partially offset by higher income tax expense from changes in jurisdictional mix of worldwide income before income taxes and a lower benefit from net discrete items, including from return-to-provision adjustments and a valuation allowance on tax attributes.

Net Income. The increase in net income, compared to the prior period, was due to higher net sales and higher operating margins. Net income per share increased, compared to the prior period, due to higher net income and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Income (Loss), Net of Tax. The increase in total other comprehensive income, net of tax, compared to the prior period, was primarily due to higher foreign currency translation gains relating to changes in the net asset position against Asian foreign currency exchange rates.

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Year Ended March 31, 2024, Compared to Year Ended March 31, 2023. Results of operations were as follows:

Years Ended March 31,
20242023Change
Amount%Amount%Amount%
Net sales$4,287,763100.0%$3,627,286100.0%$660,47718.2%
Cost of sales1,902,27544.41,801,91649.7(100,359)(5.6)
Gross profit2,385,48855.61,825,37050.3560,11830.7
Selling, general, and administrative expenses1,457,97434.01,172,61932.3(285,355)(24.3)
Income from operations927,51421.6652,75118.0274,76342.1
Total other income, net(51,427)(1.2)(13,331)(0.4)38,096285.8
Income before income taxes978,94122.8666,08218.4312,85947.0
Income tax expense219,3785.1149,2604.1(70,118)(47.0)
Net income759,56317.7516,82214.3242,74147.0
Total other comprehensive loss, net of tax(11,698)(0.3)(14,080)(0.4)2,38216.9
Comprehensive income$747,86517.4%$502,74213.9%$245,12348.8%
Net income per share
Basic$4.89$3.25$1.6450.6%
Diluted$4.86$3.23$1.6350.5%

Net Sales. Net sales by brand, channel, and geography were as follows:

Years Ended March 31,
20242023Change
AmountAmountAmount%
Net sales by brand
UGG brand
Wholesale$1,115,241$1,004,356$110,88511.0%
Direct-to-Consumer1,123,891924,855199,03621.5
Total2,239,1321,929,211309,92116.1
HOKA brand
Wholesale1,126,126925,877200,24921.6
Direct-to-Consumer680,614487,039193,57539.7
Total1,806,7401,412,916393,82427.9
Other brands (1)
Wholesale190,940230,442(39,502)(17.1)
Direct-to-Consumer50,95154,717(3,766)(6.9)
Total$241,891285,159(43,268)(15.2)
Total (1)$4,287,763$3,627,286$660,47718.2%
Net sales by channel
Total Wholesale$2,432,307$2,160,675$271,63212.6%
Total Direct-to-Consumer1,855,4561,466,611388,84526.5
Total (1)$4,287,763$3,627,286$660,47718.2%
Net sales by geography
Domestic$2,863,674$2,451,497$412,17716.8%
International1,424,0891,175,789248,30021.1
Total (1)$4,287,763$3,627,286$660,47718.2%

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(1) Includes Teva and Sanuk brand’s full financial results for the years ended March 31, 2024, and 2023, which are presented in the Other brands reportable operating segment. Refer to the section titled “Reportable Operating Segments Overview,” above for further information on the recent change in our reportable operating segments.

Total net sales increased primarily due to higher global net sales across all channels for the HOKA and UGG brands, partially offset by lower net sales for Other brands across all channels. Drivers of significant changes in net sales, compared to the year ended March 31, 2023, were as follows:

•Net sales of the HOKA brand increased due to higher demand for an assortment of performance products across all channels. HOKA brand wholesale channel growth was driven primarily by market share gains in the US and Asia, partially offset by lower net sales in Europe, primarily related to the timing of certain distributor shipments. HOKA brand DTC channel growth was driven primarily by global gains in consumer acquisition and retention online.

•Net sales of the UGG brand increased due to strong global adoption of key product franchises, as well as benefits from a higher level of full price selling and selective price increases on popular styles, across all channels.

•Net sales of the Other brands decreased primarily due to lower demand in the wholesale channel globally for the Teva brand related to pressures on the value-oriented consumer in the sandal category and shipping timing differences, as well as in the US for the Sanuk brand due to lower consumer demand and elevated marketplace inventory levels.

Supplemental Disclosure

•On a constant currency basis, net sales increased by 17.9%, compared to the year ended March 31, 2023.

•Comparable DTC channel net sales for the 52 weeks ended March 31, 2024, increased by 25.4% compared to the year ended March 31, 2023.

•We experienced an increase of 2.8% in the total volume of units sold to 65,300 from 63,500, compared to the year ended March 31, 2023. Units sold include all categories such as footwear, apparel, accessories, home goods, and care kits.

Gross Profit. Gross margin increased to 55.6% from 50.3%, compared to the year ended March 31, 2023, primarily due to favorable full-price selling for the UGG brand, favorable changes in freight costs, favorable HOKA brand mix and UGG brand product mix shifts, including benefits from selective price increases, and favorable mix of sales in the DTC channel.

Selling, General, and Administrative Expenses. Drivers of significant net changes in SG&A expenses, compared to the year ended March 31, 2023, were as follows:

•Increased payroll and related costs of approximately $107,500, primarily due to higher headcount from investments in talent, including for the UGG and HOKA brands as well as enterprise functions, along with higher variable payroll costs to support higher sales, including performance-based compensation.

•Increased advertising, marketing, and promotion expenses of approximately $77,700, primarily due to higher promotional marketing expenses for the HOKA and UGG brands to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing.

•Increased other SG&A expenses of approximately $65,500, primarily due to higher unallocated enterprise and shared brand expenses of approximately $46,700 for IT expenses for programming and software costs, 3PL service fees, legal fees, contract services, travel costs, and other operating expenses, and higher HOKA brand expenses of approximately $14,400 for credit card fees and travel costs.

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•Increased rent and occupancy of approximately $21,400, primarily due to higher rent expenses resulting from retail store footprint expansion for the HOKA brand, as well as from UGG brand retail stores and enterprise offices.

•Increased depreciation and other related costs of approximately $16,100, primarily due to higher unallocated enterprise and shared brand expenses for infrastructure investments and related depreciation, as well as an impairment for Sanuk brand definite-lived intangible assets.

•Decreased net foreign currency-related remeasurement losses of approximately $2,900, primarily due to favorable changes in Canadian and Asian exchange rates against the US dollar.

Income from Operations. Income (loss) from operations by reportable operating segment was as follows:

Years Ended March 31,
20242023Change
AmountAmountAmount%
Income (loss) from operations
UGG brand$804,827$572,469$232,35840.6%
HOKA brand719,047528,458190,58936.1
Other brands (1)23,72149,502(25,781)(52.1)
Unallocated enterprise and shared brand expenses (2)(620,081)(497,678)(122,403)(24.6)
Total$927,514$652,751$274,76342.1%

(1) Includes Teva and Sanuk brand’s full financial results for the years ended March 31, 2024, and 2023, which are presented in the Other brands reportable operating segment. Refer to the section titled “Reportable Operating Segments Overview,” above for further information on the recent change in our reportable operating segments.

(2) To the extent that consolidated SG&A expenses exceed reportable operating segment SG&A expenses, the costs are recorded in unallocated enterprise and shared brand expenses, which are costs that are managed centrally and not specific to any one brand. The change in reportable operating segments had an impact on segment income from operations, a measure of segment profitability, and a clarification was made that certain prior unallocated overhead costs are defined as unallocated enterprise and shared brand expenses and are excluded from the measure of segment profitability.

The increase in total income from operations, compared to the year ended March 31, 2023, was primarily due to higher net sales at higher gross margins, partially offset by higher SG&A expenses as a percentage of net sales.

Drivers of significant net changes in total income from operations, compared to the year ended March 31, 2023, were as follows:

•The increase in income from operations of the UGG brand was due to higher net sales at higher gross margins, partially offset by slightly higher SG&A expenses as a percentage of net sales.

•The increase in income from operations of the HOKA brand was due to higher net sales at higher gross margins, partially offset by higher SG&A expenses as a percentage of net sales.

•The decrease in income from operations of the Other brands was primarily due to lower net sales at higher gross margins, as well as higher SG&A expenses as a percentage of net sales, primarily due to the Sanuk brand definite-lived intangible asset impairment.

•The increase in unallocated enterprise and shared brand expenses was primarily due to higher payroll and related costs for higher headcount for enterprise functions along with higher variable payroll costs to support higher sales, including performance-based compensation; higher other SG&A expenses for IT programming and software costs, 3PL service fees, legal fees, contract services, and travel costs; higher depreciation and other related costs for infrastructure investments; and higher rent and occupancy for enterprise offices.

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Total Other Income, Net. The increase in total other income, net, compared to the year ended March 31, 2023, was due to higher interest income from higher invested cash balances and average interest rates.

Income Tax Expense. Income tax expense and our effective income tax rate were as follows:

Years Ended March 31,
20242023
Income tax expense$219,378$149,260
Effective income tax rate22.4%22.4%

Our effective income tax rate was flat compared to the year ended March 31, 2023. The current year income tax rate is primarily driven by US domestic taxes resulting from an increase in US domestic pre-tax income, offset by the foreign rate differential. The rate for the year ended March 31, 2023, was primarily driven by the impact on the foreign rate differential of nonrecurring income tax benefits related to foreign tax-exempt income, offset by an increase in income tax expense for lower unrealized tax benefits related to foreign tax authority assessments.

Net Income. The increase in net income, compared to the year ended March 31, 2023, was primarily due to higher net sales, operating margins, and interest income. Net income per share increased, compared to the year ended March 31, 2023, due to higher net income and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Loss, Net of Tax. The decrease in total other comprehensive loss, net of tax, compared to the year ended March 31, 2023, was primarily due to lower foreign currency translation losses relating to changes in the net asset position against European foreign currency exchange rates.

LIQUIDITY

Our liquidity may be impacted by a number of factors, including our results of operations, the strength of our brands and market acceptance of our products, impacts of seasonality and weather conditions, our ability to respond to changes in consumer preferences and tastes, the timing of capital expenditures and lease payments, our ability to collect our trade accounts receivable in a timely manner and effectively manage our inventories, our ability to manage supply chain constraints, our ability to respond to macroeconomic, geopolitical and international trade developments, and various other risks and uncertainties described in the section titled “Trends and Uncertainties Impacting our Business and Industry” above and in Part I, Item 1A, “Risk Factors,” within this Annual Report. Furthermore, we may require additional cash resources due to changes in business conditions, strategic initiatives, or capital allocation strategy, a national or global economic recession, or other future developments, including any investments or acquisitions we may decide to pursue.

If there are unexpected material impacts on our business in future periods, we may need to raise additional cash to fund our operations or pursue our business strategy, in which case we may seek to borrow under our revolving credit facilities, seek new or modified borrowing arrangements, or sell additional debt or equity securities. The sale of convertible debt or equity securities could result in additional dilution to our stockholders, and equity securities may have rights or preferences that are superior to those of our existing stockholders. The incurrence of additional indebtedness would result in additional debt service obligations, as well as covenants that would restrict our operations and further encumber our assets. In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all. Although we believe we have adequate sources of liquidity over the long term, factors such as changes in consumer preferences or tastes, prolonged or severe economic recession or inflationary pressure could adversely affect our business and liquidity.

Sources of Liquidity. We finance our working capital and operating requirements using a combination of cash and cash equivalents balances, including cash from our repatriation strategy, and cash provided from ongoing operating activities. We also have available borrowing capacity under our revolving credit facilities. Refer to the section titled “Cash Flows” below for further discussion on cash flows from ongoing operating activities.

Cash and Cash Equivalents. As of March 31, 2025, our cash and cash equivalents balance is $1,889,188, the majority of which is held in highly rated money market funds and interest-bearing bank deposit accounts with established national and global financial institutions. We believe our cash and cash equivalents balances, cash provided by operating activities, and available borrowing capacity under our revolving credit facilities, will provide

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sufficient liquidity to enable us to meet our working capital requirements and contractual obligations for at least the next 12 months and will be sufficient to allow us to pursue our business strategies and plans. However, there can be no assurance that sufficient capital will continue to be available or that it will be available on terms acceptable to us.

Repatriation of Cash. Our cash repatriation strategy, and by extension, our liquidity, may be impacted by several additional considerations, which include future changes to or interpretations of global tax law and regulations, and our actual earnings in future periods. During the year ended March 31, 2025, no cash and cash equivalents were repatriated from a foreign subsidiary that were subject to income taxes, compared to $250,000 of cash and cash equivalents repatriated during the year ended March 31, 2024. As of March 31, 2025, and 2024, we have $481,836 and $263,820, respectively, of cash and cash equivalents held by foreign subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be repatriated. We continue to evaluate our cash repatriation strategy and currently anticipate repatriating current and future unremitted earnings of non-US subsidiaries to the extent they have been subject to US income tax, if such cash is not required to fund ongoing foreign operations. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information regarding our cash repatriation strategy.

For the years ended March 31, 2025, 2024, and 2023, we did not generate significant pre-tax earnings from any countries which do not impose a corporate income tax. A small portion of our unremitted accumulated earnings of non-US subsidiaries, for which no US federal or state income tax have been paid, are currently expected to be reinvested outside of the US indefinitely. Such earnings would become taxable upon the sale or liquidation of these subsidiaries.

Revolving Credit Facilities. Information about our revolving credit facilities available as of March 31, 2025, is as follows:

•Primary Credit Facility. We have a five-year unsecured revolving credit facility, which provides for borrowings up to $400,000 (Primary Credit Facility) and contains a $25,000 sublimit for the issuance of letters of credit. Under the Primary Credit Facility, there is no outstanding balance, $399,045 of available borrowings, and $955 of outstanding letters of credit.

•China Credit Facility. We have an uncommitted revolving line of credit of up to CNY300,000, or $41,338, with an overdraft facility sublimit of CNY100,000, or $13,779 (China Credit Facility). There is no outstanding balance, outstanding bank guarantees of $455, and available borrowings of $40,883 under the China Credit Facility.

•Debt Covenants. We are in compliance with all financial covenants under our Primary Credit Facility and China Credit Facility.

Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV within this Annual Report for further information on the terms of our revolving credit facilities.

Material Cash Requirements. Our material cash requirements include working capital, payments to fulfill contractual obligations, capital expenditures, and stock repurchases. Our working capital requirements begin when we purchase raw and other materials and inventories and continue until we ultimately collect the resulting trade accounts receivable. Given the historical seasonality of the UGG brand, our working capital requirements fluctuate significantly throughout our fiscal year, and we utilize available cash to build inventory levels during certain quarters to support higher selling seasons. While the impact of seasonality has been mitigated to some extent, we expect our working capital requirements will continue to fluctuate from period to period.

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Contractual Obligations. The following table summarizes our significant contractual obligations as of March 31, 2025, in future periods:

Payments Due by Period
TotalLess than 1 Year1-3 Years3-5 YearsMore than 5 Years
Operating lease obligations (1)$317,823$62,445$123,491$71,557$60,330
Purchase obligations for product (2)956,911956,911
Purchase obligations for commodities (3)231,3237,412223,911
Other purchase obligations (4)200,744118,33670,27412,134
Net unrecognized tax benefits (5)4,9041,9552,949
Total$1,711,705$1,147,059$420,625$83,691$60,330

(1) Our operating lease obligations consist primarily of building leases for our retail locations, warehouses and DCs, and regional offices, and include the undiscounted cash lease payments owed under the terms of the lease agreements. In addition to the above operating lease obligations recorded on a discounted basis in our consolidated financial statements as of March 31, 2025, there is an aggregate of $10,096 of undiscounted minimum lease payments due pursuant to leases signed, but not yet commenced, primarily for new HOKA brand retail stores and a regional office, for which the leases are expected to commence in the first quarter of our next fiscal year.

(2) Our purchase obligations for product consist mostly of open purchase orders that we expect to fulfill in the ordinary course of business. Outstanding purchase orders are primarily issued to our independent manufacturers and are typically expected to be paid in less than one fiscal year. We can cancel a significant portion of the purchase obligations under certain circumstances; however, the occurrence of such circumstances is generally limited. As a result, the reported amount does not necessarily reflect the dollar amount of our binding commitments or minimum purchase obligations and instead reflects an estimate of our future payment commitments based on information currently available.

(3) Our purchase obligations for commodities represent remaining commitments under existing supply agreements, which are subject to minimum volume commitments (collectively, commodity contracts). We typically enter into commodity contracts for sheepskin and sugarcane-derived EVA. We expect purchases under commodity contracts in the ordinary course of business will eventually exceed the minimum commitment levels. The reported amount generally reflects remaining minimum commitments we expect will be consumed in future periods in the ordinary course of business, and any remaining deposits expected to become fully refundable or to be reflected as a credit against future purchases which are recorded in other assets in the consolidated balance sheets. There are no deposits included in the amount above that have not been fully consumed as of March 31, 2025.

(4) Our other purchase obligations consist of non-cancellable minimum commitments for IT services, 3PL service fees and other supply chain services, promotional expenses, and other commitments under service contracts. These amounts exclude capital expenditures expected to be made in the next fiscal year, which are further discussed below.

(5) Net unrecognized tax benefits are gross unrecognized tax benefits, less federal benefit for state income taxes, related to uncertain tax positions taken in our income tax return that would impact our effective tax rate, if recognized. As of March 31, 2025, the timing of future cash outflows is highly uncertain related to expirations of statute of limitations of $15,288 and, since we are unable to make a reasonable estimate of the period of cash settlement, it is excluded from the table above. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information on our uncertain tax positions.

Refer to Note 7, “Commitments and Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for further information on our operating leases, purchase obligations, and other contractual obligations and commitments.

Capital Expenditures. We estimate capital expenditures that will be made before the end of our next fiscal year will range from approximately $120,000 to $130,000. We anticipate these expenditures will primarily relate to expanding our HOKA brand retail store fleet, refreshes to our existing retail store fleet, IT infrastructure and system improvements, as well as upgrading our existing warehouses and DCs, and office facilities. However, the actual amount of our future capital expenditures may differ significantly from this estimate depending on numerous factors, including the timing of facility and retail store openings, as well as unforeseen needs to replace or refresh existing assets.

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Stock Repurchase Program. We continue to evaluate our capital allocation strategy and consider further opportunities to utilize our global cash resources in a way that will profitably grow our business, meet our strategic objectives, and drive stockholder value, including by potentially repurchasing additional shares of our common stock. As of March 31, 2025, the aggregate remaining approved amount under our stock repurchase program is $374,701. Our stock repurchase program does not obligate us to acquire any amount of common stock and may be suspended at any time at our discretion.

On May 21, 2025, our Board approved an additional authorization of $2,250,000 to repurchase shares of our common stock under the same conditions as the prior stock repurchase program.

Refer to Note 10, “Stockholders’ Equity,” of our consolidated financial statements in Part IV within this Annual Report for further information regarding our stock repurchase program and capital allocation strategy.

CASH FLOWS

The following table summarizes the major components of our consolidated statements of cash flows for the periods presented:

Years Ended March 31,
20252024Change
AmountAmountAmount%
Net cash provided by operating activities$1,044,523$1,033,184$11,3391.1%
Net cash used in investing activities(75,003)(89,331)14,32816.0
Net cash used in financing activities(581,334)(417,675)(163,659)(39.2)
Effect of foreign currency exchange rates on cash and cash equivalents(1,049)(5,922)4,87382.3
Net change in cash and cash equivalents$387,137$520,256$(133,119)(25.6)%

Operating Activities. Our primary source of liquidity is net cash provided by operating activities, which is driven by our net income after non-cash adjustments and changes in operating assets and liabilities.

The increase in net cash provided by operating activities during the year ended March 31, 2025, compared to the prior period, was due to $217,349 of favorable net income after non-cash adjustments, partially offset by $206,010 of unfavorable changes in operating assets and liabilities. Changes in operating assets and liabilities were primarily due to (1) the impact on net trade accounts payable from timing of receipts of goods and services and respective disbursements, (2) higher purchases of inventory to support higher demand for our brands, (3) higher net trade accounts receivable on higher net sales, (4) timing of tax payments and receipts, and (5) favorable changes due to timing of derivative cash settlements.

Investing Activities. The decrease in net cash used in investing activities during the year ended March 31, 2025, compared to the prior period, was primarily due to an increase in cash proceeds from the sale of assets.

Financing Activities. The increase in net cash used in financing activities during the year ended March 31, 2025, compared to the prior period, was primarily due to a higher dollar value of stock repurchases, inclusive of excise taxes.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Preparation of our consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the amounts reported. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements, and other factors that it believes to be reasonable. In addition, management has considered the potential impact of macroeconomic factors, including changes in tariff rates, inflation, foreign currency exchange rate volatility, changes in interest rates, changes in commodity pricing, changes in consumer discretionary spending, and recessionary concerns, on our business and operations. Although the full impact of these factors is unknown, management believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, actual results could differ materially from these estimates and assumptions, which may result in material effects on our financial condition, results of operations and liquidity.

We believe the following critical accounting estimates involve a significant level of estimation uncertainty and the balances have had or are reasonably likely to have a material impact on our financial condition or results of operations. Refer to Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for further discussion of our significant accounting policies and use of estimates, as well as the impact of recent accounting pronouncements.

Sales Returns and Chargebacks. Revenue is recognized net of estimates for sales returns, chargebacks, and sales discounts in the period in which the related sale is recorded. Estimates for sales returns and chargebacks are based on various factors as follows:

Sales Return Liability. The amounts of these reserves are determined based on several factors, including known and actual returns, historical returns, and any recent events that could result in a change from historical return rates. For our wholesale channel, we base our estimate of sales returns on any approved customer requests for returns, historical returns experience, and any recent events that could result in a change from historical returns rates, among other factors. For our DTC channel, we estimate sales returns using a lag compared to the same prior period and consider historical returns experience and any recent events that could result in a change from historical returns, among other factors.

Allowance for Chargebacks. We record an allowance based primarily on known circumstances as well as unknown circumstances based on historical trends related to the timing and amount of chargebacks taken against customer invoices.

The determination of these sales liabilities and allowances is considered a critical accounting estimate because significant judgment is required to estimate adjustments to historical return rates and trends. Actual allowances may differ from estimates due to changes in customer, consumer, or product-specific circumstances.

Refer to Note 2, “Revenue Recognition,” of our consolidated financial statements in Part IV within this Annual Report for further information regarding the sales return liability, allowances for chargebacks, and allowances for sales discounts. Refer to Schedule II, “Total Valuation and Qualifying Accounts,” in Part IV within this Annual Report for an analysis of the activity in our allowances for chargebacks and sales discounts.

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Allowance for Doubtful Accounts. We provide an allowance against trade accounts receivable for estimated losses that may result from customers’ inability to pay. We determine the amount of the allowance by analyzing known uncollectible accounts, aged trade accounts receivable, economic conditions and forecasts, historical experience, and the customers’ creditworthiness. Changes in the characteristics of our trade accounts receivable and the aforementioned factors, among others, are reviewed quarterly and may lead to adjustments in our allowance for doubtful accounts. The calculation of the required allowance involves judgment by our management as to the impact of these and other factors on the ultimate realization of our trade accounts receivable. Because we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from our estimates. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, a larger reserve might be required in the future.

Refer to Schedule II, “Total Valuation and Qualifying Accounts,” in Part IV within this Annual Report for an analysis of the activity in our allowances for doubtful accounts.

Inventories. Inventories, which are primarily comprised of finished goods on hand and in transit, are stated at the lower of cost (weighted moving average) or net realizable value at each financial statement date. We review inventory on a regular basis for excess, obsolete, and impaired inventory to evaluate write-downs to the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs to sell. While we believe that adequate write-downs for inventory obsolescence have been provided in the consolidated financial statements, consumer tastes and preferences may change, and we could experience additional inventory write-downs in the future.

Income Taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will be in effect for the years in which those tax assets and liabilities are expected to be realized or settled.

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. We believe it is more likely than not that forecasted income, together with future reversals of existing taxable temporary differences, will be sufficient to recover our deferred tax assets. If we determine all, or part of our net deferred tax assets are not realizable in the future, we will record an adjustment to the valuation allowance and a corresponding charge to earnings in the period such determination is made.

We make estimates to determine income tax expense, deferred tax assets and liabilities, and uncertain tax positions. Our estimates, relative to income tax expense, consider current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in, or our interpretation of, tax laws and the resolution of current and future tax audits could significantly affect the amounts provided for income tax expense in our results of operations.

Our estimates related to tax benefits from uncertain tax positions consider whether a tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position and the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Resolution of these uncertainties may result in the recognition of a tax benefit or an additional tax charge in the period our assessment changes.

We determine on a regular basis the amount of undistributed earnings that will be indefinitely reinvested in our non-US operations. This assessment is based on the cash flow projections and operational and fiscal objectives of each of our US and foreign subsidiaries. We have not changed our indefinite reinvestment assertion of foreign earnings other than previously taxed earnings and profits.

Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information on our income taxes and tax strategy.

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FY 2024 10-K MD&A

SEC filing source: 0000910521-24-000017.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2024-05-24. Report date: 2024-03-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements in Part IV within this Annual Report. This discussion includes an analysis of our financial condition and results of operations for the years ended March 31, 2024, and 2023 and year-over-year comparisons between those periods. For year-over-year comparisons between the years ended March 31, 2023, and 2022, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on May 26, 2023, which is available free of charge on the SEC’s website at www.sec.gov and our website at ir.deckers.com.

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties. Our actual results of operations may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section titled “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors,” within this Annual Report.

Unless otherwise indicated, all figures herein are expressed in thousands, except for per share and share data.

OVERVIEW

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. We market our products primarily under six proprietary brands: UGG, HOKA, Teva, Sanuk, Koolaburra, and AHNU. We believe our products are distinctive and appeal to a broad demographic. We sell our products through quality domestic and international retailers, international distributors, and directly to our global consumers through our DTC business, which is comprised of our Company-owned e-commerce websites and retail stores. We seek to differentiate our brands and products by offering diverse lines that emphasize fashion, authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups. Independent third-party contractors manufacture all of our products.

FINANCIAL HIGHLIGHTS

Consolidated financial performance highlights for fiscal year 2024 compared to fiscal year 2023, were as follows:

•Net sales increased 18.2% to $4,287,763.

◦Channel

▪Wholesale channel net sales increased 12.6% to $2,432,307.

▪DTC channel net sales increased 26.5% to $1,855,456.

◦Geography

▪Domestic net sales increased 16.8% to $2,863,674.

▪International net sales increased 21.1% to $1,424,089.

•Gross margin increased 530 basis points to 55.6%.

•Income from operations increased 42.1% to $927,514.

•Diluted earnings per share increased 50.5% to $29.16 per share.

RECENT DEVELOPMENTS

On February 1, 2024, Dave Powers announced his intention to retire from his position as CEO and President of the Company, effective August 1, 2024. Following this date, we expect Mr. Powers will continue to serve as a member of our Board of Directors. Also on February 1, 2024, we announced that Stefano Caroti, our Chief Commercial Officer, will be appointed as CEO and President, effective August 1, 2024. Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report for further discussion on executive officer leadership transition risks.

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TRENDS AND UNCERTAINTIES IMPACTING OUR BUSINESS AND INDUSTRY

We expect our business and industry will continue to be impacted by several important trends and uncertainties, including the following:

Brand and Omni-Channel Strategy

•We remain focused on increasing global consumer awareness and adoption of our brands, which has continued to positively impact our financial results. Our efforts to drive brand adoption is focused on building brand acceptance and heat through continued launches of innovative product offerings, coupled with marketing investments across multiple geographic markets and channels of distribution.

•We remain focused on our marketplace inventory management strategy for our brands through segmentation and differentiation. During fiscal year 2024, we experienced alignment on product assortments that resulted in higher full-price sell through. This, combined with selective price increases, has benefited our gross margins during fiscal year 2024 across all channels of distribution. While gross margins continue to be an area of strategic focus, we expect a more normalized promotional environment for our results of operations during our next fiscal year ending March 31, 2025 (next fiscal year).

•Our long-term strategy remains focused on building our DTC channel to represent an increased portion of our total net sales, which includes differentiating the consumer experience from the wholesale channel to drive increases in acquisition and retention to sustain strong market positions and a high level of demand for our brands. We expect increased sales in the DTC channel will continue to positively impact our gross margins.

•We continue to implement our international growth strategies for the HOKA and UGG brands. We have expanded our HOKA brand presence within our DTC channel through targeted investments in certain regions that provide influential market presence to drive brand awareness, and we expect to continue making these investments, including in our next fiscal year. We continue to emphasize elevating the customer experience for the UGG brand through localized marketing investments.

•In alignment with effective resource allocation and the execution of our long-term objectives, we intend to divest the Sanuk brand. During the fourth quarter of fiscal year 2024, we recorded an impairment on the Sanuk definite-lived intangible asset. Please refer to the section “Critical Accounting Policies” below for further information.

Supply Chain

•To support our growing business, we continue to expand our network of global warehouses, DCs, and 3PLs. We also are diversifying the number of third-party manufacturers with whom we engage and the regions in which they operate. We expect to continue to invest in and build upon these infrastructure capabilities to continue meeting customer and consumer demand, which may result in higher costs in future periods.

Macroeconomic and Geopolitical Factors

•Macroeconomic factors, including inflationary pressures, increased interest rates, fluctuations in foreign currency exchange rates, the lapsing of government stimulus, increased consumer debt levels, decreased savings rates, resumption of student loan repayments, geopolitical unrest, escalating global conflicts and their potential impact on logistic lead times and freight costs, and increased risks of a recession, continue to create a complex and challenging environment for our business. While these macroeconomic factors did not materially impact our business or results of operations during fiscal year 2024, the impact of these macroeconomic factors is difficult to quantify and could negatively impact our business and results of operations during our next fiscal year.

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REPORTABLE OPERATING SEGMENT OVERVIEW

Our six reportable operating segments include the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands, as well as DTC. Information reported to the Chief Operating Decision Maker (CODM), who is our CEO, President, and Principal Executive Officer (PEO), is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.

UGG Brand. The UGG brand is one of the most iconic and recognized footwear brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders. With loyal consumers around the world, the UGG brand has proven to be a highly resilient line of premium footwear, apparel, and accessories with expanded product offerings that appeal to a growing global audience and a broad demographic.

We believe demand for UGG brand products will continue to be driven by the following:

•Successful acquisition of a diverse global consumer base, and in particular focusing on key markets, through strategic marketing activations and collaborations that resonate with a fashionable consumer.

•High consumer brand loyalty due to elevated brand experiences and consistent delivery of crafted; purposefully built and luxuriously comfortable footwear, apparel, and accessories.

•Diversification of our footwear product offerings, such as our spring and summer lines, as well as expanded category offerings for Men’s products such as the slip on shoe and sneaker category, and more iconic fashion product for our Classics line, including reimagining existing iconic styles into new categories.

•Thoughtful expansion of our apparel and accessories businesses.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear, which offers enhanced cushioning and inherent stability with minimal weight. Originally designed for ultra-runners, the brand now appeals to world champions, taste makers, and everyday athletes. Expanded marketing and strategic marketplace presence have fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing across its ecosystem of access points. The HOKA brand’s product line includes running, trail, hiking, fitness and lifestyle footwear offerings, as well as select apparel and accessories.

We believe demand for HOKA brand products will continue to be driven by the following:

•Leading performance product innovation, category extensions, and key franchise management, including higher frequency product drop rates and improving accessibility to all athletes.

•Increased global brand awareness and new consumer adoption through enhanced global marketing activations and online consumer acquisition, including building a more diverse outdoor community through digital and in-person event sponsorship.

•Thoughtful and strategic wholesale distribution choices, allowing the HOKA brand access and introduction to a broader, more diverse, consumer base.

•Category extensions in authentic performance footwear offerings such as lifestyle, trail, and hiking categories.

Teva Brand. The Teva brand, born in the depths of the Grand Canyon, has long been a favored brand among outdoor adventurers across the globe. Today, building on its foundation as a leader in sport sandals and its authentic outdoor heritage, the Teva brand’s thoughtfully designed, and accessible products are built for a range of outdoor pursuits, connecting with a vibrant, diverse audience passionate about exploration. The Teva brand’s collection includes a variety of footwear options, from classic sandals and shoes to boots; all crafted for the demands of the outdoors.

We believe demand for Teva brand products will continue to be driven by the following:

•Authentic outdoor heritage and a reputation for quality, comfort, sustainability, and performance in any terrain.

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•Increasing brand awareness in key major global markets due to outdoor lifestyle participation among younger consumers.

•Category extensions in performance hike footwear, including key franchises, as well as year-round product.

Sanuk Brand. The Sanuk brand originated in Southern California surf culture and has emerged as a lifestyle brand with a presence in the relaxed casual shoe and sandal categories with a focus on innovation in comfort and sustainability. The Sanuk brand’s use of unexpected materials and unconventional construction, combined with its fun and playful branding, are key elements of the brand’s identity.

Other Brands. Other brands consist primarily of the Koolaburra brand, as well as the AHNU brand we launched in March 2024. The Koolaburra brand is a casual footwear fashion line that uses plush materials and is intended to target the value-oriented consumer in order to complement the UGG brand offering. The AHNU brand’s footwear products fuse high-performance technology with timeless style crafted for everyday wear.

Direct-to-Consumer. Our DTC business encompasses all of our brands and is comprised of our Company-owned e-commerce websites and retail stores, which are intertwined and interdependent in an omni-channel marketplace as we believe many of our consumers interact with both before making purchasing decisions in store and online.

Our net sales related to the businesses and stores outlined below are recorded in our DTC reportable operating segment, except for net sales from our partner retail stores, which are recorded in our brands’ respective wholesale reportable operating segments.

E-Commerce Websites. Our global e-commerce operations provides us with an opportunity to directly engage and connect with our consumers and communicate a consistent message that promotes awareness of our brands’ promises and key initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores. As of March 31, 2024, we operate Company-owned e-commerce websites in 56 different countries.

Retail Stores. Our global Company-owned mono-branded retail stores are predominantly UGG brand concept and outlet stores, as well as HOKA brand concept stores, which we continue to launch in strategic locations. Through our outlet stores, we sell some of our discontinued styles from prior seasons, full price in-line products, as well as products made specifically for the outlet stores. As of March 31, 2024, we have a total of 164 global retail stores (including 26 HOKA brand retail stores), which includes 83 concept stores and 81 outlet stores. We will continue to evaluate our retail store fleet strategy in response to changes in brand strategy, consumer behavior, and retail store traffic patterns.

Flagship Stores. Global concept stores include nine flagship stores, which are primarily located in major tourist locations. These are premium mono-branded stores in key global markets designed to showcase UGG and HOKA brand products. Flagship stores provide broader product offerings and generate greater traffic that enhance our interaction with consumers and increase brand loyalty.

Shop-in-Shop (SIS) Stores. Included in the total count of global concept stores are 23 SIS stores that are operated by us or non-employees within a department store, which we lease from the store owner by paying a percentage of store sales and for which we own the inventory.

Partner Retail Stores. Represent UGG and HOKA mono-branded stores which are wholly owned and operated by third parties and not included in the total count of our global Company-owned retail stores.

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USE OF NON-GAAP FINANCIAL MEASURES

We disclose financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (US GAAP); however, throughout this Annual Report we provide certain financial information on a non-GAAP basis (non-GAAP financial measures). We provide non-GAAP financial measures to provide information that may assist investors in understanding our results of operations and assessing our prospects for future performance, which consist of constant currency measures. We believe evaluating certain financial and operating measures on a constant currency basis is important as it excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of operations and are largely outside of our control. However, our non-GAAP financial measures are not intended to represent and should not be considered more meaningful measures than, or alternatives to, measures of financial or operating performance as determined in accordance with US GAAP.

We calculate our constant currency non-GAAP financial measures for current period financial information, such as total net sales using the foreign currency exchange rates that were in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and remeasurements in the consolidated financial statements. We also report comparable DTC sales on a constant currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may adjust prior reporting periods to conform to current year accounting policies. The information presented on a constant currency basis, as we present such information, may not necessarily be comparable to similarly titled information presented by other companies, and may not be appropriate measures for comparing our performance relative to other companies. Constant currency measures should not be considered in isolation as an alternative to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating measures presented in accordance with US GAAP.

SEASONALITY

Our business is seasonal, with the highest percentage of UGG and Koolaburra brand net sales occurring in the quarters ending September 30th and December 31st and the highest percentage of Teva and Sanuk brand net sales occurring in the quarters ending March 31st and June 30th. Net sales for the HOKA brand occur more evenly throughout the year, reflecting the brand’s year-round performance product offerings. Due to the magnitude of the UGG brand relative to our other brands, our aggregate net sales in the quarters ending September 30th and December 31st have historically significantly exceeded our aggregate net sales in the quarters ending March 31st and June 30th. However, as net sales of the HOKA brand continue to increase as a percentage of our aggregate net sales, we expect to continue to see the impact from seasonality decrease over time.

Refer to Note 15, “Quarterly Summary of Information (Unaudited),” of our consolidated financial statements in Part IV within this Annual Report for further information on our results of operations by quarterly period.

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RESULTS OF OPERATIONS

Year Ended March 31, 2024, Compared to Year Ended March 31, 2023. Results of operations were as follows:

Years Ended March 31,
20242023Change
Amount%Amount%Amount%
Net sales$4,287,763100.0%$3,627,286100.0%$660,47718.2%
Cost of sales1,902,27544.41,801,91649.7(100,359)(5.6)
Gross profit2,385,48855.61,825,37050.3560,11830.7
Selling, general, and administrative expenses1,457,97434.01,172,61932.3(285,355)(24.3)
Income from operations927,51421.6652,75118.0274,76342.1
Total other income, net(51,427)(1.2)(13,331)(0.4)38,096285.8
Income before income taxes978,94122.8666,08218.4312,85947.0
Income tax expense219,3785.1149,2604.1(70,118)(47.0)
Net income759,56317.7516,82214.3242,74147.0
Total other comprehensive loss, net of tax(11,698)(0.3)(14,080)(0.4)2,38216.9
Comprehensive income$747,86517.4%$502,74213.9%$245,12348.8%
Net income per share
Basic$29.36$19.50$9.8650.6%
Diluted$29.16$19.37$9.7950.5%

Net Sales. Net sales by location, and by brand and channel were as follows:

Years Ended March 31,
20242023Change
AmountAmountAmount%
Net sales by location
Domestic$2,863,674$2,451,497$412,17716.8%
International1,424,0891,175,789248,30021.1
Total$4,287,763$3,627,286$660,47718.2%
Net sales by brand and channel
UGG brand
Wholesale$1,115,241$1,004,356$110,88511.0%
Direct-to-Consumer1,123,891924,855199,03621.5
Total2,239,1321,929,211309,92116.1
HOKA brand
Wholesale1,126,126925,877200,24921.6
Direct-to-Consumer680,614487,039193,57539.7
Total1,806,7401,412,916393,82427.9
Teva brand
Wholesale113,739149,111(35,372)(23.7)
Direct-to-Consumer34,78033,9508302.4
Total148,519183,061(34,542)(18.9)

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Years Ended March 31,
20242023Change
AmountAmountAmount%
Sanuk brand
Wholesale17,17527,678(10,503)(37.9)
Direct-to-Consumer8,27410,288(2,014)(19.6)
Total25,44937,966(12,517)(33.0)
Other brands
Wholesale60,02653,6536,37311.9
Direct-to-Consumer7,89710,479(2,582)(24.6)
Total67,92364,1323,7915.9
Total$4,287,763$3,627,286$660,47718.2%
Total Wholesale$2,432,307$2,160,675$271,63212.6%
Total Direct-to-Consumer1,855,4561,466,611388,84526.5
Total$4,287,763$3,627,286$660,47718.2%

Total net sales increased primarily due to higher DTC and wholesale channel sales for the HOKA and UGG brands, partially offset by lower Teva brand and Sanuk brand wholesale channel sales.

On a constant currency basis, net sales increased by 17.9%, compared to the prior period. Further, we experienced an increase of 2.8% in the total volume of units sold to 65,300 from 63,500, compared to the prior period. Units sold represents all units related to the total net sales presented, inclusive of all categories such as footwear, apparel, accessories, home goods, and care kits. The prior period total volume of units sold for only footwear has been modified to conform to the current period presentation.

Drivers of significant changes in net sales, compared to the prior period, were as follows:

•DTC net sales increased primarily due to higher global net sales for the UGG and HOKA brands, driven primarily by consumer acquisition and retention online as we experienced increased demand for both brands, as well as the UGG brand net sales benefiting from a higher level of full-price selling and selective price increases on popular styles. Comparable DTC channel net sales for the 52 weeks ended March 31, 2024, increased by 25.4% compared to the prior period.

•Wholesale net sales of the HOKA brand increased domestically and in Asia driven by higher consumer demand across an assortment of performance products. These effects were partially offset by lower net sales in Europe, primarily due to the timing of certain distributor shipments.

•Wholesale net sales of the UGG brand increased globally resulting from strong brand heat and strong adoption of key product franchises driving a higher level of full-price selling and benefits from selective price increases on popular styles.

•Wholesale net sales of the Teva brand decreased globally primarily by lower demand in the value-oriented consumer channel for the sandal category, partially related to macroeconomic factors, as well as shipping timing differences, compared to the prior period.

•Wholesale net sales of the Sanuk brand decreased domestically driven primarily by lower consumer demand, partially related to macroeconomic factors, and elevated marketplace inventory levels.

•International net sales, which are included in the reportable operating segment net sales presented above, increased by 21.1% and represented 33.2% and 32.4% of total net sales for the years ended March 31, 2024, and 2023, respectively. These changes were primarily driven by higher net sales for the DTC and wholesale channels for the UGG and HOKA brands, partially offset by lower wholesale channel net sales for the Teva brand.

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Gross Profit. Gross margin increased to 55.6% from 50.3%, compared to the prior period, primarily due to favorable full-price selling for the UGG brand, favorable changes in freight costs, favorable HOKA brand mix and UGG brand product mix shifts, including benefits from selective price increases, and favorable mix of sales into the DTC channel.

Selling, General, and Administrative Expenses. The net increase in SG&A expenses, compared to the prior period, was primarily the result of the following:

•Increased payroll and related costs of approximately $107,500, primarily due to higher employee headcount and performance-based compensation.

•Increased variable advertising and promotion expenses of approximately $78,900, primarily due to higher promotional marketing expenses for the HOKA and UGG brands to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing.

•Increased other variable net selling expenses of approximately $46,300, primarily due to higher rent and occupancy expenses and credit card fees.

•Increased other operating expenses of approximately $55,500, primarily due to higher infrastructure investments and related depreciation, including for IT expenses for programming and software costs, as well as higher travel costs, impairments, and contract and legal expenses.

Income from Operations. Income (loss) from operations by reportable operating segment were as follows:

Years Ended March 31,
20242023Change
AmountAmountAmount%
Income (loss) from operations
UGG brand wholesale$349,509$267,013$82,49630.9%
HOKA brand wholesale376,286285,25791,02931.9
Teva brand wholesale18,68532,595(13,910)(42.7)
Sanuk brand wholesale(12,836)2,891(15,727)(544.0)
Other brands wholesale4,722(1,678)6,400381.4
Direct-to-Consumer748,656508,948239,70847.1
Unallocated overhead costs(557,508)(442,275)(115,233)(26.1)
Total$927,514$652,751$274,76342.1%

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales at higher gross margins, partially offset by higher SG&A expenses as a percentage of net sales.

Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

•The increase in income from operations of the DTC channel was due to higher net sales for the UGG and HOKA brands at higher gross margins, as well as lower SG&A expenses as a percentage of net sales.

•The increase in income from operations of HOKA brand wholesale was due to higher net sales at higher gross margins, slightly offset by higher SG&A expenses as a percentage of net sales.

•The increase in income from operations of UGG brand wholesale was due to higher net sales at higher gross margins, partially offset by higher SG&A expenses as a percentage of net sales.

•The decrease in income from operations of Teva brand wholesale was due to lower net sales at lower gross margins, as well as higher SG&A expenses as a percentage of net sales.

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•The decrease in income from operations of Sanuk brand wholesale was due to lower net sales at lower gross margins, as well as higher SG&A expenses as a percentage of net sales, primarily due to the Sanuk brand definite-lived intangible asset impairment.

•The increase in unallocated overhead costs was due to higher payroll costs related to higher headcount and performance-based compensation, as well as higher IT programming and software costs, depreciation, legal, rent and occupancy, and warehouse expenses.

Total Other Income, Net. The increase in total other income, net, compared to the prior period, was due to higher interest income from higher invested cash balances and average interest rates.

Income Tax Expense. Income tax expense and our effective income tax rate were as follows:

Years Ended March 31,
20242023
Income tax expense$219,378$149,260
Effective income tax rate22.4%22.4%

Our effective income tax rate was flat compared to the prior period. The current year income tax rate is primarily driven by US domestic taxes resulting from an increase in US domestic pre-tax income, offset by the foreign rate differential. The prior year rate was primarily driven by the impact on the foreign rate differential of nonrecurring income tax benefits related to foreign tax-exempt income, offset by an increase in income tax expense for lower unrealized tax benefits related to foreign tax authority assessments.

For the years ended March 31, 2024, and 2023, we did not generate significant pre-tax earnings from any countries which do not impose a corporate income tax. A small portion of our unremitted accumulated earnings of non-US subsidiaries, for which no US federal or state income tax have been provided, are currently expected to be reinvested outside of the US indefinitely. Such earnings would become taxable upon the sale or liquidation of these subsidiaries. Refer to the subsection titled “Repatriation of Cash” under the “Liquidity” section below for further information.

Net Income. The increase in net income, compared to the prior period, was primarily due to higher net sales, operating margins, and interest income. Net income per share increased, compared to the prior period, due to higher net income and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Loss, Net of Tax. The decrease in total other comprehensive loss, net of tax, compared to the prior period, was primarily due to lower foreign currency translation losses relating to changes in the net asset position against European foreign currency exchange rates.

LIQUIDITY

Our liquidity may be impacted by a number of factors, including our results of operations, the strength of our brands and market acceptance of our products, impacts of seasonality and weather conditions, our ability to respond to changes in consumer preferences and tastes, the timing of capital expenditures and lease payments, our ability to collect our trade accounts receivables in a timely manner and effectively manage our inventories, our ability to manage supply chain constraints, our ability to respond to macroeconomic, political and legislative developments, and various other risks and uncertainties described in Part I, Item 1A, “Risk Factors,” within this Annual Report. Furthermore, we may require additional cash resources due to changes in business conditions, strategic initiatives, or stock repurchase strategy, a national or global economic recession, or other future developments, including any investments or acquisitions we may decide to pursue, although we do not have any present commitments with respect to any such investments or acquisitions.

If there are unexpected material impacts on our business in future periods and we need to raise or conserve additional cash to fund our operations or pursue our business strategy, we may seek to borrow under our revolving credit facilities, seek new or modified borrowing arrangements, or sell additional debt or equity securities. The sale of convertible debt or equity securities could result in additional dilution to our stockholders, and equity securities may have rights or preferences that are superior to those of our existing stockholders. The incurrence of additional indebtedness would result in additional debt service obligations, as well as covenants that would restrict our

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operations and further encumber our assets. In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all. Although we believe we have adequate sources of liquidity over the long term, factors such as changes in consumer preferences or tastes, prolonged or severe economic recession or inflationary pressure could adversely affect our business and liquidity.

Sources of Liquidity. We finance our working capital and operating requirements using a combination of cash and cash equivalents balances, including cash from our repatriation strategy, cash provided from ongoing operating activities and, to a lesser extent, available borrowing capacity under our revolving credit facilities. Refer to the “Cash Flows” section below for further discussion on cash flows from ongoing operating activities.

Cash and cash equivalents. As of March 31, 2024, our cash and cash equivalents are $1,502,051, the majority of which is held in highly rated money market funds and interest-bearing bank deposit accounts with established national financial institutions. We believe our cash and cash equivalents balances, cash provided by operating activities, and available borrowing capacity under our revolving credit facilities, will provide sufficient liquidity to enable us to meet our working capital requirements and contractual obligations for at least the next 12 months and will be sufficient to meet the requirements of our business strategies and plans. However, there can be no assurance that sufficient capital will continue to be available or that it will be available on terms acceptable to us.

Repatriation of Cash. Our cash repatriation strategy, and by extension, our liquidity, may be impacted by several additional considerations, which include future changes to or interpretations of global tax law and regulations, and our actual earnings in future periods. During the year ended March 31, 2024, we repatriated $250,000 of cash and cash equivalents, compared to no cash and cash equivalents repatriated during the year ended March 31, 2023. As of March 31, 2024, and 2023, we have $263,820 and $299,114, respectively, of cash and cash equivalents held by foreign subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be repatriated. We continue to evaluate our cash repatriation strategy and currently anticipate repatriating current and future unremitted earnings of non-US subsidiaries to the extent they have been subject to US income tax, if such cash is not required to fund ongoing foreign operations. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information regarding our cash repatriation strategy.

Revolving Credit Facilities. Information about the revolving credit facilities available as of March 31, 2024, is as follows:

•Primary Credit Facility. We have a five-year unsecured revolving credit facility, which provides for borrowings up to $400,000, of which $399,046 remains available and contains a $25,000 sublimit for the issuance of letters of credit, of which $954 is outstanding (Primary Credit Facility).

•China Credit Facility. We have an uncommitted revolving line of credit of up to CNY300,000, or $41,522, with an overdraft facility sublimit of CNY100,000, or $13,841 (China Credit Facility). As of March 31, 2024, there is no outstanding balance, available borrowings are $41,494, and outstanding bank guarantees are $28 under the China Credit Facility.

•Debt Covenants. As of March 31, 2024, we are in compliance with all financial covenants under our Primary Credit Facility and China Credit Facility.

Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV within this Annual Report for further information on terms of our revolving credit facilities.

Material Cash Requirements. Our material cash requirements include uses for working capital, payments to fulfill contractual obligations, capital expenditures, and stock repurchases. Our working capital requirements begin when we purchase raw and other materials and inventories and continue until we ultimately collect the resulting trade accounts receivable. Given the historical seasonality of our business, our working capital requirements fluctuate significantly throughout our fiscal year, and we utilize available cash to build inventory levels during certain quarters in our fiscal year to support higher selling seasons. While the impact of seasonality has been mitigated to some extent, we expect our working capital requirements will continue to fluctuate from period to period.

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Contractual Obligations. The following table summarizes our significant contractual obligations as of March 31, 2024, in future periods:

Payments Due by Period
TotalLess than 1 Year1-3 Years3-5 YearsMore than 5 Years
Operating lease obligations (1)$303,914$59,556$108,904$71,318$64,136
Purchase obligations for product (2)868,282868,282
Purchase obligations for commodities (3)119,33256,38462,948
Other purchase obligations (4)222,412106,163106,24810,001
Net unrecognized tax benefits (5)24,4603,15821,302
Total$1,538,400$1,093,543$299,402$81,319$64,136

(1) Our operating lease commitments consist primarily of building leases for our retail locations, warehouse and DCs, and regional offices, and include the undiscounted cash lease payments owed under the terms of the lease agreements. In addition to the above operating lease commitments outstanding and excluded from operating lease liabilities recorded in our consolidated financial statements as of March 31, 2024, there is an aggregate of $12,696 of undiscounted minimum lease payments due pursuant to leases signed but not yet commenced, primarily for the expansion of an existing office that we expect will open in the fourth quarter of our next fiscal year.

(2) Our purchase obligations for product consist mostly of open purchase orders that we expect to fulfill in the ordinary course of business. Outstanding purchase orders are primarily issued to our independent manufacturers and are expected to be paid in less than a year. We can cancel a significant portion of the purchase obligations under certain circumstances; however, the occurrence of such circumstances is generally limited. As a result, the amount does not necessarily reflect the dollar amount of our binding commitments or minimum purchase obligations, and instead reflects an estimate of our future payment commitments based on information currently available.

(3) Our purchase obligations for commodities include sheepskin, UGGplush, and sugarcane-derived EVA, and represent remaining commitments under existing supply agreements, which are subject to minimum volume commitments (collectively, commodity contracts). We expect purchases under commodity contracts in the ordinary course of business will eventually exceed the minimum commitment levels. There are $16,243 of deposits included in the amount above that have not been fully consumed as of March 31, 2024, which are recorded in other assets in the consolidated balance sheets. This amount reflects remaining minimum commitments we expect will be consumed in future periods in the ordinary course of business, and any remaining deposits are expected to become fully refundable or to be reflected as a credit against purchases.

(4) Our other purchase obligations consist of non-cancellable minimum commitments for 3PL provider arrangements, sales management services, supply chain services, IT services, promotional expenses, and other commitments under service contracts. These amounts exclude capital expenditures expected to be made in the next fiscal year, which are further discussed below.

(5) Net unrecognized tax benefits are gross unrecognized tax benefits, less federal benefit for state income taxes, related to uncertain tax positions taken in our income tax return that would impact our effective tax rate, if recognized. As of March 31, 2024, the timing of future cash outflows is highly uncertain related to expirations of statute of limitations of $19,885 and, since we are unable to make a reasonable estimate of the period of cash settlement, it is excluded from the table above. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information on our uncertain tax positions.

Refer to Note 7, “Commitments and Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for further information on our operating leases, purchase obligations, and other contractual obligations and commitments.

Capital Expenditures. We estimate capital expenditures that will be made before the end of our next fiscal year will range from approximately $115,000 to $125,000. We anticipate these expenditures will primarily relate to the upgrades to our existing warehouse and DCs, opening HOKA brand retail stores and refreshing our retail store fleet, IT infrastructure and system improvements, and upgrades to our existing office facilities. However, the actual amount of our future capital expenditures may differ significantly from this estimate depending on numerous factors, including the timing of facility and retail store openings, as well as unforeseen needs to replace or refresh existing assets.

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Stock Repurchase Program. We continue to evaluate our capital allocation strategy, and consider further opportunities to utilize our global cash resources in a way that will profitably grow our business, meet our strategic objectives, and drive stockholder value, including by potentially repurchasing additional shares of our common stock. As of March 31, 2024, the aggregate remaining approved amount under our stock repurchase program is $941,704. Our stock repurchase program does not obligate us to acquire any amount of common stock and may be suspended at any time at our discretion.

Refer to Note 10, “Stockholders’ Equity,” of our consolidated financial statements in Part IV within this Annual Report for further information regarding our stock repurchase program and capital allocation strategy.

CASH FLOWS

The following table summarizes the major components of our consolidated statements of cash flows for the periods presented:

Years Ended March 31,
20242023Change
AmountAmountAmount%
Net cash provided by operating activities$1,033,184$537,422$495,76292.2%
Net cash used in investing activities(89,331)(81,013)(8,318)(10.3)
Net cash used in financing activities(417,675)(309,031)(108,644)(35.2)
Effect of foreign currency exchange rates on cash and cash equivalents(5,922)(9,110)3,18835.0
Net change in cash and cash equivalents$520,256$138,268$381,988276.3%

Operating Activities. Our primary source of liquidity is net cash provided by operating activities, which is driven by our net income after non-cash adjustments and changes in working capital. The increase in net cash provided by operating activities during the year ended March 31, 2024, compared to the prior period, was due to $273,654 of favorable net income after non-cash adjustments and $222,108 of favorable changes in operating assets and liabilities. The favorable changes in operating assets and liabilities were primarily due to timing of receipt of goods and services and payments on trade accounts payable, as well as more tightly managed brand inventories and higher sell-through of products, partially offset by unfavorable changes in income tax receivables.

Investing Activities. The increase in net cash used in investing activities during the year ended March 31, 2024, compared to the prior period, was primarily due to higher capital expenditures for refreshes of existing and new retail stores and leasehold improvements for our warehouses and DCs, partially offset by reductions in IT infrastructure and other technology costs.

Financing Activities. The increase in net cash used in financing activities during the year ended March 31, 2024, compared to the prior period, was primarily due to a higher dollar value of stock repurchases.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Preparation of our consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the amounts reported. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements, and other factors that we believe to be reasonable, but actual results could differ materially from these estimates. In addition, management has considered the potential impact of macroeconomic factors, including inflation, foreign currency exchange rate volatility, changes in interest rates, changes in commodity pricing, changes in consumer discretionary spending, and recessionary concerns, on our business and operations. Although the full impact of these factors is unknown, management believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, actual results could differ materially from these estimates and assumptions, which may result in material effects on our financial condition, results of operations and liquidity.

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Refer to Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for a discussion of our significant accounting policies and use of estimates, as well as the impact of recent accounting pronouncements.

Revenue Recognition. Revenue is recognized when a performance obligation is completed at a point in time and when the customer has obtained control. Control passes to the customer when they have the ability to direct the use of, and obtain substantially all the remaining benefits from, the goods transferred. The amount of revenue recognized is based on the transaction price, which represents the invoiced amount less known actual amounts or estimates of variable consideration. We recognize revenue and measure the transaction price net of taxes, including sales taxes, use taxes, value-added taxes, and some types of excise taxes, collected from customers and remitted to governmental authorities. We present revenue gross of fees and sales commissions. Sales commissions are expensed as incurred and are recorded in SG&A expenses in the consolidated statements of comprehensive income.

Wholesale and international distributor revenue are each recognized either when products are shipped or when delivered, depending on the applicable contract terms. Retail store and e-commerce revenue are recognized at the point of sale and upon shipment, respectively. Shipping and handling costs paid to third-party shipping companies are recorded as cost of sales in the consolidated statements of comprehensive income. Shipping and handling costs are a fulfillment service, and, for certain wholesale and all e-commerce transactions, revenue is recognized when the customer is deemed to obtain control upon the date of shipment.

Accounts Receivable Allowances. The following table summarizes critical accounting estimates for accounts receivable allowances and reserves:

As of March 31,
20242023
Amount% of Gross Trade Accounts ReceivableAmount% of Gross Trade Accounts Receivable
Gross trade accounts receivable$323,896100.0%$334,015100.0%
Allowance for doubtful accounts(9,109)(2.8)(10,576)(3.2)
Allowance for sales discounts(3,840)(1.2)(5,656)(1.7)
Allowance for chargebacks(14,382)(4.4)(16,272)(4.8)
Trade accounts receivable, net$296,56591.6%$301,51190.3%

Allowance for Doubtful Accounts. We provide an allowance against trade accounts receivable for estimated losses that may result from customers’ inability to pay. We determine the amount of the allowance by analyzing known uncollectible accounts, aged trade accounts receivable, economic conditions and forecasts, historical experience, and the customers’ creditworthiness. Trade accounts receivable that are subsequently determined to be uncollectible are charged or written off against this allowance. The allowance includes specific allowances for trade accounts, of which all or a portion are identified as potentially uncollectible based on known or anticipated losses. Additions to the allowance represent bad debt expense estimates which are recorded in SG&A expenses in the consolidated statements of comprehensive income.

Allowance for Sales Discounts. We provide a trade accounts receivable allowance for sales discounts for wholesale channel sales, which reflects a discount that customers may take, generally based on meeting certain order, shipment or prompt payment terms. We use the amount of the discounts that are available to be taken against the period end trade accounts receivable to estimate and record a corresponding reserve for sales discounts. Additions to the allowance are recorded against gross sales in the consolidated statements of comprehensive income.

Allowance for Chargebacks. We provide a trade accounts receivable allowance for chargebacks and markdowns for wholesale channel sales. When customers pay their invoices, they may take deductions against their invoices that can include chargebacks for price differences, markdowns, short shipments, and other reasons. Therefore, we record an allowance primarily for known circumstances as well as unknown circumstances based on historical trends related to the timing and amount of chargebacks taken against customer invoices. Additions to the allowance are recorded against gross sales or SG&A expenses in the consolidated statements of comprehensive income.

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Refer to Note 2, “Revenue Recognition,” of our consolidated financial statements in Part IV within this Annual Report for further information regarding the components of variable consideration, including allowances for doubtful accounts, sales discounts, and chargebacks.

Sales Return Liability. The following tables summarize estimates for our sales return liability as a percentage of the most recent quarterly net sales by channel:

Three Months Ended March 31,
20242023
Amount% of Net SalesAmount% of Net Sales
Net Sales
Wholesale$544,55156.7%$448,42556.7%
Direct-to-Consumer415,20743.3343,14643.3
Total$959,758100.0%$791,571100.0%
As of March 31,
20242023
Amount% of Net SalesAmount% of Net Sales
Sales Return Liability
Wholesale$(37,458)(6.9)%$(33,764)(7.5)%
Direct-to-Consumer(17,869)(4.3)(11,558)(3.4)
Total$(55,327)(5.8)%$(45,322)(5.7)%

Reserves are recorded for anticipated future returns of goods shipped prior to the end of the reporting period. In general, we accept returns for damaged or defective products for up to one year. We also have a policy whereby returns are generally accepted from customers and end consumers between 30 to 90 days from the point of sale for cash or credit. Sales returns are a refund asset for the right to recover the inventory and a refund liability for the stand-ready right of return. Changes to the refund asset for the right to recover the inventory are recorded against cost of sales and changes to the refund liability are recorded against gross sales in the consolidated statements of comprehensive income. The refund asset for the right to recover the inventory is recorded in other current assets and the related refund liability is recorded in other accrued expenses in the consolidated balance sheets.

The amounts of these reserves are determined based on several factors, including known and actual returns, historical returns, and any recent events that could result in a change from historical return rates. For our wholesale channel, we base our estimate of sales returns on any approved customer requests for returns, historical returns experience, and any recent events that could result in a change from historical returns rates, among other factors. For our DTC channel and reportable operating segment, we estimate sales returns using a lag compared to the same prior period and consider historical returns experience and any recent events that could result in a change from historical returns, among other factors.

Inventories. The following tables summarize estimates for our inventories:

As of March 31,
20242023
Amount% of Gross InventoryAmount% of Gross Inventory
Gross Inventories$518,585100.0%$566,778100.0%
Write-down of inventories(44,274)(8.5)(33,926)(6.0)
Inventories$474,31191.5%$532,85294.0%

Inventories, which are principally comprised of finished goods on hand and in transit, are stated at the lower of cost (weighted average) or net realizable value at each financial statement date. Cost includes sourcing as well as inventory procurement costs, including freight, duty, and handling fees which are subsequently expensed to cost of sales. We review inventory on a regular basis for excess, obsolete, and impaired inventory to evaluate write-downs to the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs to sell.

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Operating Lease Assets and Lease Liabilities. We recognize operating lease assets and lease liabilities in the consolidated balance sheets on the lease commencement date, based on the present value of the outstanding lease payments over the reasonably certain lease term. The lease term includes the non-cancelable period at the lease commencement date, plus any additional periods covered by an option to extend (or not to terminate) the lease that is reasonably certain to be exercised, or an option to extend (or not to terminate) a lease that is controlled by the lessor.

We discount unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, our incremental borrowing rate (IBR). We cannot determine the interest rate implicit in the lease because we do not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, we derive a discount rate at the lease commencement date by utilizing our IBR, which is based on what we would have to pay on a collateralized basis to borrow an amount equal to our lease payments under similar terms. Because we do not currently borrow on a collateralized basis under our revolving credit facilities, we use the interest rate we pay on our non-collateralized borrowings under our Primary Credit Facility as an input for deriving an appropriate IBR, adjusted for the amount of the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.

Refer to Note 7, “Commitments and Contingencies,” of our consolidated financial statements in Part IV within this Annual Report for further information, including more details of our accounting policy elections and disclosures and remaining minimum operating lease commitments.

Definite-Lived Intangible and Other Long-Lived Assets. Definite-lived intangible and other long-lived assets, including definite-lived trademarks, machinery and equipment, internal-use software, operating lease assets and related leasehold improvements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. At least quarterly, we evaluate factors that would necessitate an impairment assessment, which include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others.

When an impairment-triggering event has occurred, we test for recoverability of the asset group’s carrying value using estimates of undiscounted future cash flows based on the existing service potential of the applicable asset group. In determining the service potential of a long-lived asset group, we consider the remaining useful life, cash-flow generating capacity, and physical output capacity. These estimates include the undiscounted future cash flows associated with future expenditures necessary to maintain the existing service potential. These assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If impaired, the asset or asset group is written down to fair value based on either discounted future cash flows or appraised values. An impairment loss, if any, would only reduce the carrying amount of long-lived assets in the group based on the fair value of the asset group.

During the fourth fiscal quarter for the year ended March 31, 2024, we recorded an impairment loss of $8,164 in SG&A expenses in the consolidated statements of comprehensive income for the Sanuk brand definite-lived trademark, driven by lower-than-expected results of operations for the wholesale channel that resulted in the carrying value exceeding the estimated fair value, which was determined based on an estimate of the future discounted cash flows. We did not identify any definite-lived intangible asset triggering events during the year ended March 31, 2023.

During the years ended March 31, 2024, and 2023, we recorded impairment charges of $1,015 and $2,817, respectively, within our DTC reportable operating segment in SG&A expenses in the consolidated statements of comprehensive income for retail store-related operating lease and other long-lived assets. These impairment charges were due to the underperformance of certain retail stores that resulted in the carrying value exceeding the estimated fair value, which is determined based on an estimate of future discounted cash flows.

Refer to Note 1, “General,” and Note 3, “Goodwill and Other Intangible Assets,” of our consolidated financial statements in Part IV within this Annual Report for further information on our definite-lived intangible and other long-lived assets, including our accounting policies and carrying values.

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Income Taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will be in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. We believe it is more likely than not that forecasted income, together with future reversals of existing taxable temporary differences, will be sufficient to recover our deferred tax assets. In the event that we determine all, or part of our net deferred tax assets are not realizable in the future, we will record an adjustment to the valuation allowance and a corresponding charge to earnings in the period such determination is made.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of US GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and results of operations. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recorded in the consolidated 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.

We determine on a regular basis the amount of undistributed earnings that will be indefinitely reinvested in our non-US operations. This assessment is based on the cash flow projections and operational and fiscal objectives of each of our US and foreign subsidiaries. We have not changed our indefinite reinvestment assertion of foreign earnings other than previously taxed earnings and profits.

Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information on our income taxes and tax strategy.

FY 2023 10-K MD&A

SEC filing source: 0000910521-23-000016.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2023-05-26. Report date: 2023-03-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements in Part IV within this Annual Report. This discussion includes an analysis of our financial condition and results of operations for the years ended March 31, 2023, and 2022 and year-over-year comparisons between those periods. For year-over-year comparisons between the years ended March 31, 2022, and 2021, refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the SEC on May 27, 2022.

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties including those described in this section. Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, "Risk Factors," within this Annual Report for additional information.

Unless otherwise specifically indicated, all figures included within this Annual Report are expressed in thousands, except for per share or share data.

Overview

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. We market our products primarily under five proprietary brands: UGG, HOKA, Teva, Sanuk, and Koolaburra. We believe our products are distinctive and appeal to a broad demographic. We sell our products through quality domestic and international retailers, international distributors, and directly to our global consumers through our DTC business, which is comprised of our e-commerce websites and retail stores. We seek to differentiate our brands and products by offering diverse lines that emphasize authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups. All of our products are manufactured by independent manufacturers.

Financial Highlights

Consolidated financial performance highlights for fiscal year 2023 compared to fiscal year 2022, are as follows:

•Net sales increased 15.1% to $3,627,286.

◦Channel

▪Wholesale channel net sales increased 11.6% to $2,160,675.

▪DTC channel net sales increased 20.8% to $1,466,611.

◦Geography

▪Domestic net sales increased 13.1% to $2,451,497.

▪International net sales increased 19.7% to $1,175,789.

•Gross margin decreased 70 basis points to 50.3%.

•Income from operations increased 15.6% to $652,751.

•Diluted earnings per share increased 19.1% to $19.37 per share.

Trends and Uncertainties Impacting Our Business and Industry

We expect our business and industry will continue to be impacted by several important trends and uncertainties, including the following:

Supply Chain

•Similar to other companies in our industry, we continue to monitor pressures on the global supply chain, which have shifted the timing of shipments across our brands compared to the prior period, resulting in inventory levels outpacing sales growth. However, we have seen improvements in transit lead times and related freight costs compared to the prior period, which has had a positive impact on results of operations through fiscal year 2023.

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•We continue to be flexible in adapting to the fluid logistics environment by implementing additional measures to mitigate the effects of supply chain disruptions, which has resulted in and may continue to result in higher costs. Our efforts include expanding our global warehouses and DCs, as well as our 3PL arrangements, and diversifying and increasing the number of our third-party manufacturers.

Brand and Omni-Channel Strategy

•We remain focused on increasing consumer adoption of the HOKA brand with all geographic regions and distribution channels experiencing significant year-round growth, which has positively impacted our financial results and seasonality trends. Our efforts to drive HOKA brand performance are primarily focused on distribution management, launching innovative product offerings and global marketing campaigns to drive brand awareness, and further expanding the HOKA brand presence through our DTC channel.

•Our marketplace strategies in Europe and Asia (international reset strategies) have continued to drive UGG brand awareness and consumer acquisition by building brand acceptance through localized marketing investments. However, unfavorable foreign currency exchange rates have partially offset international growth of the UGG brand during fiscal year 2023.

•Our long-term growth strategy remains focused on building our DTC channel to represent an increased portion of our total net sales, and prioritizing consumer acquisition and experience to sustain strong demand and market positions for our brands.

•We continue to adopt selective price increases as appropriate by brand and product, which we believe can help mitigate increased costs.

Reportable Operating Segment Overview

Our six reportable operating segments include the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands as well as DTC. Information reported to the Chief Operating Decision Maker (CODM), who is our Chief Executive Officer (CEO), President, and Principal Executive Officer (PEO), is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.

UGG Brand. The UGG brand is one of the most iconic and recognized brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders. With loyal consumers around the world, the UGG brand has proven to be a highly resilient line of premium footwear, apparel, and accessories with expanded product offerings and a growing global audience that appeals to a broad demographic.

We believe demand for UGG brand products will continue to be driven by the following:

•Successful acquisition of a diverse consumer base that resonates globally and with key markets, including for a younger, fashionable consumer, through strategic marketing activations and collaborations.

•High consumer brand loyalty due to consistent delivery of crafted; purposefully built and luxuriously comfortable footwear, apparel, and accessories.

•Diversification of our footwear product offerings, such as our spring and summer lines, as well as expanded category offerings for Men's products, and more iconic fashion product for our Classics line.

•Thoughtful expansion of our apparel and accessories businesses.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear that offers enhanced cushioning and inherent stability with minimal weight, apparel, and accessories. Originally designed for ultra-runners, the brand now appeals to world champions, taste makers, and everyday athletes. Strong marketing has fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing within selective key accounts. As a result, the HOKA brand is bolstering its net sales, which continue to increase as a percentage of our aggregate net sales.

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We believe demand for HOKA brand products will continue to be driven by the following:

•Leading performance product innovation, category extensions, and key franchise management, including higher frequency product drop rates and improving accessibility to all athletes.

•Increased global brand awareness and new consumer adoption through enhanced global marketing activations and online consumer acquisition, including building a more diverse outdoor community through digital and in-person event sponsorship.

•Thoughtful and strategic wholesale distribution choices, allowing the HOKA brand access and introduction to a broader, more diverse, consumer base.

•Category extensions in authentic performance footwear offerings such as lifestyle, trail, and hiking categories.

Teva Brand. The Teva brand created the very first sport sandal when it was founded in the Grand Canyon in 1984. Since then, the Teva brand has grown into a multi-category modern outdoor lifestyle brand offering a range of performance, casual, and trail lifestyle products, and has emerged as a leader in footwear sustainability observed through recent growth fueled by young and diverse consumers passionate for the outdoors and the planet.

We believe demand for Teva brand products will continue to be driven by the following:

•Authentic outdoor heritage and a reputation for quality, comfort, sustainability, and performance in any terrain.

•Increasing brand awareness in key major global markets due to outdoor lifestyle participation among younger consumers.

•Category extensions in performance hike footwear, including key franchises, as well as year-round product.

Sanuk Brand. The Sanuk brand originated in Southern California surf culture and has emerged into a lifestyle brand with a presence in the relaxed casual shoe and sandal categories with a focus on innovation in comfort and sustainability. The Sanuk brand’s use of unexpected materials and unconventional constructions, combined with its fun and playful branding, are key elements of the brand's identity.

We believe demand for Sanuk brand products will continue to be driven by the following:

•Introducing a broader and more premium range of comfortable and easy slip-on product, including through category extensions in comfort casual footwear for the younger consumer and establishing a year-round product offering, from sandals to slippers to winterized casual comfort.

Other Brands. Other brands consist primarily of the Koolaburra brand. The Koolaburra brand is a casual footwear fashion line using plush materials and is intended to target the value-oriented consumer in order to complement the UGG brand offering.

We believe demand for Koolaburra brand products will continue to be driven by the following:

•Increasing brand awareness with fashion focused consumers.

•Evolution of key franchises and purpose-built expansion in fashion casual boots, slippers, and sandals.

Direct-to-Consumer. Our DTC business encompasses all our brands and is comprised of our e-commerce business and retail stores that are intertwined and interdependent in an omni-channel marketplace. We believe many of our consumers interact with both our retail stores and websites before making purchasing decisions in store and online.

E-Commerce Business. Our global e-commerce business provides us with an opportunity to directly engage with and communicate a consistent brand message to consumers that is in line with our brands’ promises, promotes awareness of key brand initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores. As of March 31, 2023, we operate our e-commerce business through Company-owned websites and mobile platforms in 57 different countries.

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Retail Business. Our global Company-owned mono branded retail stores are predominantly UGG brand concept stores and UGG brand outlet stores, as well as new openings of HOKA brand stores. Through our outlet stores, we sell some of our discontinued styles from prior seasons, full price in-line products, as well as products made specifically for the outlet stores. We continue to open outlet stores in key markets to further grow our brand presence and appeal to a broader consumer base.

As of March 31, 2023, we have a total of 164 global retail stores (including 18 HOKA brand stores), which includes 81 concept stores and 83 outlet stores. While we generally open retail store locations during our second or third fiscal quarters and consider closures of retail stores during our fourth fiscal quarter, the timing of such openings and closures may vary. We will continue to evaluate our retail store fleet strategy in response to brand strategy changes in consumer demand and retail store traffic patterns.

Flagship Stores. Included in the total count of global concept stores are seven flagship stores, which are primarily located in major tourist locations. These are premium mono branded stores in key markets designed to showcase UGG and HOKA brand products. Flagship stores provide broader product offerings and generate greater traffic that enhance our interaction with consumers and increase brand loyalty. We anticipate opening four additional flagship stores in Europe and Asia during our next fiscal year.

Shop-in-Shop Stores. Included in the total count of global concept stores are 29 shop-in-shop (SIS) stores, for which we own the inventory and that are operated by us or non-employees within a department store, which we lease from the store owner by paying a percentage of SIS store sales.

Partner Retail Stores. Represent UGG and HOKA mono branded stores which are wholly owned and operated by third parties and not included in the total count of our global Company-owned retail stores.

Our net sales related to the e-commerce business and retail stores discussed above are recorded in our DTC reportable operating segment, except for net sales generated by partner retail stores, which are recorded in each respective brand's wholesale reportable operating segment, as applicable.

Use of Non-GAAP Financial Measures

Throughout this Annual Report we provide certain financial information on a constant currency basis, excluding the effect of foreign currency exchange rate fluctuations, which we disclose in addition to certain financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (US GAAP). We provide these non-GAAP financial measures to provide information that may assist investors in understanding our results of operations and assessing our prospects for future performance. However, the information presented on a constant currency basis, as we present such information, may not necessarily be comparable to similarly titled information presented by other companies, and may not be appropriate measures for comparing our performance relative to other companies. For example, in order to calculate our constant currency information, we calculate the current period financial information using the foreign currency exchange rates that were in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and remeasurements in the consolidated financial statements. Further, we report comparable DTC sales on a constant currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may adjust prior reporting periods to conform to current year accounting policies.

These non-GAAP financial measures are not intended to represent and should not be considered to be more meaningful measures than, or alternatives to, measures of financial or operating performance as determined in accordance with US GAAP. Constant currency measures should not be considered in isolation as an alternative to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating measures presented in accordance with US GAAP. We believe evaluating certain financial and operating measures on a constant currency basis is important as it excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of operations and are largely outside of our control.

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Seasonality

Our business is seasonal, with the highest percentage of UGG and Koolaburra brand net sales occurring in the quarters ending September 30th and December 31st and the highest percentage of Teva and Sanuk brand net sales occurring in the quarters ending March 31st and June 30th. Net sales for the HOKA brand occur more evenly throughout the year, reflecting the brand's year-round performance product offerings. Due to the magnitude of the UGG brand relative to our other brands, our aggregate net sales in the quarters ending September 30th and December 31st have historically significantly exceeded our aggregate net sales in the quarters ending March 31st and June 30th. However, as we continue to take steps to diversify and expand our product offerings by creating more year-round styles, and as net sales of the HOKA brand continue to increase as a percentage of our aggregate net sales, we have seen and expect to continue to see the impact from seasonality decrease over time. However, our seasonality has been impacted by supply chain challenges and it is unclear whether these impacts will be minimized or exaggerated in future periods as a result of these disruptions. Refer to Note 14, "Quarterly Summary of Information (Unaudited)," of our consolidated financial statements in Part IV within this Annual Report for further information on our results of operations by quarterly period.

Result of Operations

Year Ended March 31, 2023, Compared to Year Ended March 31, 2022. Results of operations were as follows:

Years Ended March 31,
20232022Change
Amount%Amount%Amount%
Net sales$3,627,286100.0%$3,150,339100.0%$476,94715.1%
Cost of sales1,801,91649.71,542,78849.0(259,128)(16.8)
Gross profit1,825,37050.31,607,55151.0217,81913.5
Selling, general, and administrative expenses1,172,61932.31,042,84433.1(129,775)(12.4)
Income from operations652,75118.0564,70717.988,04415.6
Total other (income) expense, net(13,331)(0.4)6913,40019,420.3
Income before income taxes666,08218.4564,63817.9101,44418.0
Income tax expense149,2604.1112,6893.6(36,571)(32.5)
Net income516,82214.3451,94914.364,87314.4
Total other comprehensive loss, net of tax(14,080)(0.4)(8,212)(0.2)(5,868)(71.5)
Comprehensive income$502,74213.9%$443,73714.1%$59,00513.3%
Net income per share
Basic$19.50$16.43$3.0718.7%
Diluted$19.37$16.26$3.1119.1%

Net Sales. Net sales by geographic location, and by brand and distribution channel were as follows:

Years Ended March 31,
20232022Change
AmountAmountAmount%
Net sales by location
Domestic$2,451,497$2,167,793$283,70413.1%
International1,175,789982,546193,24319.7
Total$3,627,286$3,150,339$476,94715.1%

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Years Ended March 31,
20232022Change
AmountAmountAmount%
Net sales by brand and channel
UGG brand
Wholesale$1,004,356$1,088,082$(83,726)(7.7)%
Direct-to-Consumer924,855893,88730,9683.5
Total1,929,2111,981,969(52,758)(2.7)
HOKA brand
Wholesale925,877628,674297,20347.3
Direct-to-Consumer487,039262,920224,11985.2
Total1,412,916891,594521,32258.5
Teva brand
Wholesale149,111129,09420,01715.5
Direct-to-Consumer33,95033,6433070.9
Total183,061162,73720,32412.5
Sanuk brand
Wholesale27,67830,316(2,638)(8.7)
Direct-to-Consumer10,28812,779(2,491)(19.5)
Total37,96643,095(5,129)(11.9)
Other brands
Wholesale53,65360,573(6,920)(11.4)
Direct-to-Consumer10,47910,3711081.0
Total64,13270,944(6,812)(9.6)
Total$3,627,286$3,150,339$476,94715.1%
Total Wholesale$2,160,675$1,936,739$223,93611.6%
Total Direct-to-Consumer1,466,6111,213,600253,01120.8
Total$3,627,286$3,150,339$476,94715.1%

Total net sales increased primarily due to higher DTC channel net sales for the HOKA and UGG brands, as well as higher wholesale channel net sales for the HOKA and Teva brands, partially offset by lower UGG brand domestic wholesale net sales. Further, we experienced an increase of 15.4% in the total volume of pairs sold to 59,100 from 51,200 compared to the prior period. These results include unfavorable impacts from the strengthening of the US dollar on foreign sales. On a constant currency basis, net sales increased by 18.4% compared to the prior period. Drivers of significant changes in net sales, compared to the prior period, were as follows:

•DTC net sales increased primarily due to higher global net sales for the HOKA and UGG brands, primarily driven by consumer acquisition and retention online through higher demand across an assortment of franchise road running updates as well as trail, hiking, and fitness categories for the HOKA brand, and across our Classics franchise derivatives and multi-use hybrid products for the UGG brand. Comparable DTC net sales for the 52 weeks ended April 2, 2023, increased by 23.1% compared to the prior year period.

•Wholesale net sales of the HOKA brand increased globally from gaining market share with existing customer accounts along with increasing volume shipped for select incremental door expansion within strategic accounts, driven by higher demand across an assortment of franchise road running updates, as well as trail and hiking categories.

•Wholesale net sales of the UGG brand decreased due to lower domestic net sales, primarily driven by lapping the benefit of managing and refilling existing marketplace inventory levels caused by supply chain and pandemic related disruptions in the prior period. These results include unfavorable impacts from the strengthening of the US dollar on foreign sales.

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•Wholesale net sales of the Teva brand increased globally primarily driven by higher international distributor shipments, as well as higher domestic demand for the sport sandal category. These results include lapping benefits from supply chain disruptions in the prior period.

•International net sales, which are included in the reportable operating segment net sales presented above, increased by 19.7% and represented 32.4% and 31.2% of total net sales for the years ended March 31, 2023, and 2022, respectively. These changes were primarily driven by higher net sales for the HOKA and UGG brands, across international regions and channels, and higher net sales for the Teva brand in the wholesale channel. These results include unfavorable impacts from the strengthening of the US dollar on foreign sales, primarily for the UGG HOKA, and Teva brands.

Gross Profit. Gross margin decreased to 50.3% from 51.0%, compared to the prior period, primarily due to unfavorable changes in foreign currency exchange rates, domestic promotional and closeout activity, and higher ocean freight rates embedded in inventory sold. These unfavorable margin pressures were partially offset by a decrease in air freight usage relative to the prior period, favorable HOKA brand mix shift that reflects domestic price increases, and favorable channel mix shift to DTC.

Selling, General, and Administrative Expenses. While we had lower SG&A expenses as a percentage of net sales, the net dollar increase in SG&A expenses, compared to the prior period, was primarily the result of the following:

•Increased payroll and related costs of approximately $52,000, including for outside services, partially offset by lower performance-based compensation.

•Increased other variable net selling expenses of approximately $38,100, primarily due to higher rent and occupancy expenses, materials and supplies costs, credit card fees, sales commissions, and warehousing fees.

•Increased other operating expenses of approximately $20,100, primarily due to higher travel expenses, IT expenses for programming and software costs, depreciation expenses, and sample expenses, partially offset by lower legal fees and net insurance premiums.

•Increased variable advertising and promotion expenses of approximately $15,700, primarily due to higher marketing expenses for the HOKA brand to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing, partially offset by lower advertising and promotion expenses for the UGG brand.

•Increased allowances for trade accounts receivable of approximately $2,800, primarily due to an increase in bad debt expense to account for higher open accounts receivable balances.

•Increased net foreign currency-related losses of $1,400, primarily driven by remeasurements with unfavorable changes in Canadian and Asian exchange rates against the US dollar.

Income from Operations. Income (loss) from operations by reportable operating segment was as follows:

Years Ended March 31,
20232022Change
AmountAmountAmount%
Income (loss) from operations
UGG brand wholesale$267,013$315,240$(48,227)(15.3)%
HOKA brand wholesale285,257155,344129,91383.6
Teva brand wholesale32,59533,294(699)(2.1)
Sanuk brand wholesale2,8916,463(3,572)(55.3)
Other brands wholesale(1,678)14,028(15,706)(112.0)
Direct-to-Consumer508,948435,41473,53416.9

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Years Ended March 31,
20232022Change
AmountAmountAmount%
Unallocated overhead costs(442,275)(395,076)(47,199)(11.9)
Total$652,751$564,707$88,04415.6%

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales and lower SG&A expenses as a percentage of net sales, partially offset by lower gross margins. Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

•The increase in income from operations of HOKA brand wholesale was due to higher global net sales at higher gross margins, combined with lower SG&A expenses as a percentage of net sales.

•The increase in income from operations of the DTC channel was due to higher global net sales, primarily for the HOKA and UGG brands, at lower gross margins, as well as lower DTC SG&A expenses as a percentage of net sales.

•The decrease in income from operations of UGG brand wholesale was due to lower domestic and European net sales at lower gross margins, combined with higher SG&A expenses as a percentage of net sales.

•The decrease in income from operations of Other brands wholesale was due to lower Koolaburra brand domestic net sales at lower gross margins, combined with higher SG&A expenses as a percentage of net sales. These effects were further impacted by a write-off of inventory for other brands.

•The increase in unallocated overhead costs was due to higher payroll costs, higher other variable net selling expenses, including materials and supplies costs and warehousing fees, and higher other operating expenses, including depreciation, IT, and travel expenses.

Total Other (Income) Expense, Net. Total other income, net, compared to the prior period, increased due to higher interest income on invested cash balances driven by higher average interest rates.

Income Tax Expense. Income tax expense and our effective income tax rate were as follows:

Years Ended March 31,
20232022
Income tax expense$149,260$112,689
Effective income tax rate22.4%20.0%

The net increase in our effective income tax rate compared to the prior period was primarily driven by higher income from operations, including changes in jurisdictional mix of worldwide income before income taxes, as well as higher reserves for uncertain tax positions for foreign audits, partially offset by higher net discrete tax benefits.

Foreign income before income taxes was $198,851 and $168,270 and worldwide income before income taxes was $666,082 and $564,638 during the years ended March 31, 2023, and 2022, respectively. The slight net increase in foreign income before income taxes as a percentage of worldwide income before income taxes, compared to the prior period, was primarily due to lower foreign operating expenses as a percentage of worldwide sales, partially offset by lower foreign gross profit as a percentage of foreign net sales.

For the years ended March 31, 2023, and 2022, we did not generate significant pre-tax earnings from any countries which do not impose a corporate income tax. A small portion of our unremitted accumulated earnings of non-US subsidiaries, for which no US federal or state income tax have been provided, are currently expected to be reinvested outside of the US indefinitely. Such earnings would become taxable upon the sale or liquidation of these subsidiaries. Refer to the section titled “Liquidity” below for further information.

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Net Income. The increase in net income, compared to the prior period, was primarily due to higher net sales and lower SG&A expense as a percentage of net sales, partially offset by lower gross margins. Net income per share increased, compared to the prior period, due to higher net income and lower weighted-average common shares outstanding driven by stock repurchases.

Total Other Comprehensive Loss, Net of Tax. The increase in total other comprehensive loss, net of tax, compared to the prior period, was primarily due to higher foreign currency translation losses relating to changes to our net asset position for unfavorable Asian foreign currency exchange rates, partially offset by favorable European foreign currency exchange rates.

Liquidity

We finance our working capital and operating requirements using a combination of cash and cash equivalents balances, cash provided from ongoing operating activities and, to a lesser extent, available borrowings under our revolving credit facilities. Our working capital requirements begin when we purchase raw and other materials and inventories and continue until we ultimately collect the resulting trade accounts receivable. Given the historical seasonality of our business, our working capital requirements fluctuate significantly throughout the fiscal year, and we utilize available cash to build inventory levels during certain quarters in our fiscal year to support higher selling seasons. While the impact of seasonality has been mitigated to some extent, we expect our working capital requirements will continue to fluctuate from period to period.

As of March 31, 2023, our cash and cash equivalents are $981,795. We believe our cash and cash equivalents balances, cash provided from ongoing operating activities, and available borrowings under our revolving credit facilities, will provide sufficient liquidity to enable us to meet our working capital requirements and contractual obligations for at least the next 12 months.

Our liquidity may be impacted by a number of factors, including our results of operations, the strength of our brands and market acceptance of our products, impacts of seasonality and weather conditions, our ability to respond to changes in consumer preferences and tastes, the timing of capital expenditures and lease payments, our ability to collect our trade accounts receivables in a timely manner and effectively manage our inventories, our ability to manage supply chain constraints, our ability to respond to the impacts and disruptions caused by the pandemic, and our ability to respond to macroeconomic, political and legislative developments. We may require additional cash resources due to changes in business conditions, strategic initiatives, or stock repurchase strategy, a national or global economic recession, or other future developments, including any investments or acquisitions we may decide to pursue, although we do not have any present commitments with respect to any such investments or acquisitions.

If there are unexpected material impacts on our business in future periods and we need to raise or conserve additional cash to fund our operations, we may seek to borrow under our revolving credit facilities, seek new or modified borrowing arrangements, or sell additional debt or equity securities. The sale of convertible debt or equity securities could result in additional dilution to our stockholders, and equity securities may have rights or preferences that are superior to those of our existing stockholders. The incurrence of additional indebtedness would result in additional debt service obligations, as well as covenants that would restrict our operations and further encumber our assets. In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all. Although we believe we have adequate sources of liquidity over the long term, factors such as a prolonged or severe economic recession, inflationary pressure, or significant supply chain disruptions could adversely affect our business and liquidity.

Repatriation of Cash. Our cash repatriation strategy, and by extension, our liquidity, may be impacted by several additional considerations, which include future changes to or interpretations of global tax law and regulations, and our actual earnings in future periods. During the year ended March 31, 2023, no cash and cash equivalents were repatriated, however, during the year ended March 31, 2022, $120,000 of cash was repatriated. As of March 31, 2023, and 2022, we have $299,114 and $133,053, respectively, of cash and cash equivalents held by foreign subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be repatriated. We continue to evaluate our cash repatriation strategy and we currently anticipate repatriating current and future unremitted earnings of non-US subsidiaries only to the extent they have already been subject to US tax, if such cash is not required to fund ongoing foreign operations. Refer to Note 5, "Income Taxes," of our consolidated financial statements in Part IV within this Annual Report for further information.

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Stock Repurchase Program. We continue to evaluate our capital allocation strategy, and to consider further opportunities to utilize our global cash resources in a way that will profitably grow our business, meet our strategic objectives, and drive stockholder value, including by potentially repurchasing additional shares of our common stock. On July 27, 2022, our Board of Directors approved an increase of $1,200,000 to our stock repurchase authorization. As of March 31, 2023, the aggregate remaining approved amount under our stock repurchase program is $1,356,635. The stock repurchase program does not obligate us to acquire any amount of common stock and may be suspended at any time at our discretion. Refer to Note 10, "Stockholders' Equity," of our consolidated financial statements in Part IV within this Annual Report for further information.

Capital Resources

Primary Credit Facility. We maintain bank credit facilities for working capital and general corporate purposes. In December 2022, we refinanced in full and terminated our prior credit agreement originally entered into in September 2018. The refinanced revolving credit facility agreement is with Citibank, N.A. (Citibank), as administrative agent, Comerica Bank, as sole syndication agent, and the lenders party thereto (Credit Agreement).The Credit Agreement provides for a five-year, $400,000 unsecured revolving credit facility (Primary Credit Facility), contains a $25,000 sublimit for the issuance of letters of credit, and matures on December 19, 2027, subject to extension on early termination as described in the Credit Agreement. As of March 31, 2023, we have no outstanding balance, outstanding letters of credit of $958, and available borrowings of $399,042 under our Primary Credit Facility.

China Credit Facility. Our revolving credit facility in China (China Credit Facility) is an uncommitted revolving line of credit of up to CNY300,000, or $43,672. As of March 31, 2023, we have no outstanding balance, outstanding bank guarantees of $29, and available borrowings of $43,643 under our China Credit Facility.

Japan Credit Facility. Our revolving credit facility in Japan (Japan Credit Facility) expired on January 31, 2023, and we cancelled the parent guarantee. If borrowing needs arise, Deckers Japan is able to borrow from one or more of our subsidiaries through intercompany loans as permitted under the Primary Credit Facility.

Debt Covenants. As of March 31, 2023, we are in compliance with all financial covenants under our Primary Credit Facility and China Credit Facility.

Refer to Note 6, "Revolving Credit Facilities," of our consolidated financial statements in Part IV within this Annual Report for further information on our capital resources.

Cash Flows

The following table summarizes the major components our consolidated statements of cash flows for the periods presented:

Years Ended March 31,
20232022Change
AmountAmountAmount%
Net cash provided by operating activities$537,422$172,353$365,069211.8%
Net cash used in investing activities(81,013)(51,009)(30,004)(58.8)
Net cash used in financing activities(309,031)(367,482)58,45115.9
Effect of foreign currency exchange rates on cash and cash equivalents(9,110)304(9,414)(3,096.7)
Net change in cash and cash equivalents$138,268$(245,834)$384,102156.2%

Operating Activities. Our primary source of liquidity is net cash provided by operating activities, which is primarily driven by our net income after non-cash adjustments and changes in working capital. The increase in net cash provided by operating activities during the year ended March 31, 2023, compared to the prior period, was primarily due to $271,694 of favorable changes in operating assets and liabilities as well as $93,375 of favorable net income after non-cash adjustments, including from favorable changes in deferred tax expense, and depreciation, amortization, and accretion. The favorable changes in operating assets and liabilities were primarily due to net favorable changes in inventories, trade accounts receivable, net, other accrued expenses, income tax payable, and income tax receivable, partially offset by net unfavorable changes in trade accounts payable and other assets.

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Significant impacts to working capital compared to the prior period were primarily due to changes in the following:

(1) timing of purchases of inventories to support higher demand for the HOKA brand and maintain global service levels to mitigate the impacts of supply chain disruption;

(2) a higher rate of collections for trade accounts receivable, net, on higher net sales, partially offset by higher trade accounts receivable allowances; and

(3) lower net trade accounts payable due to timing of payments and lower freight costs.

Investing Activities. The increase in net cash used in investing activities during the year ended March 31, 2023, compared to the prior period, was primarily due to higher leasehold improvements for our warehouses and DCs, capital expenditures for IT infrastructure and other technology costs, and refreshes of existing and new retail stores.

Financing Activities. The decrease in net cash used in financing activities during the year ended March 31, 2023, compared to the prior period, was primarily due to lower stock repurchases at a lower price per share.

Contractual Obligations

The following table summarizes our significant contractual obligations as of March 31, 2023, and the effects of such obligations in future periods:

Payments Due by Period
TotalLess than 1 Year1-3 Years3-5 YearsMore than 5 Years
Operating lease obligations (1)$277,175$54,948$87,251$72,617$62,359
Purchase obligations for product (2)668,388668,388
Purchase obligations for commodities (3)175,09980,46294,637
Other purchase obligations (4)234,83783,760140,42610,651
Net unrecognized tax benefits (5)24,6631,82922,834
Total$1,380,162$889,387$345,148$83,268$62,359

(1)    Our operating lease commitments consist primarily of building leases for our retail locations, warehouse and DCs, and regional offices, and include the undiscounted cash lease payments owed under the terms of our operating lease agreements. In addition to the above operating lease commitments outstanding, there is $19,506 of legally binding minimum lease payments due pursuant to various retail store leases signed but not yet commenced which are not recorded in our consolidated financial statements as of March 31, 2023.

(2) Our purchase obligations for product consist mostly of open purchase orders issued that we expect to fulfill in the ordinary course of business. Outstanding purchase orders are primarily issued to our third-party manufacturers and are expected to be paid in less than a year. We can cancel a significant portion of the purchase obligations under certain circumstances; however, the occurrence of such circumstances is generally limited. As a result, the amount does not necessarily reflect the dollar amount of our binding commitments or minimum purchase obligations, and instead reflects an estimate of our future payment commitments based on information currently available. During fiscal year 2023, we experienced lower logistics lead times and transit times from origin to destination for our inventory, which resulted in reduced reliance on advance purchase commitments for product, compared to the prior period.

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(3) Our purchase obligations for commodities include sheepskin, wool (primarily for UGGpure), leather, and sugarcane derived resin or EVA, and represent remaining commitments under existing supply agreements, which are subject to minimum volume commitments (collectively, commodity contracts). We expect purchases under commodity contracts in the ordinary course of business will eventually exceed the minimum commitment levels. There are $16,243 of deposits included in the amount above that have not been fully consumed as of March 31, 2023, which are recorded in other assets in the consolidated balance sheets. This amount reflects remaining minimum commitments we expect will be consumed in future periods in the ordinary course of business, and that any remaining deposits are expected to become fully refundable or will be reflected as a credit against purchases.

(4) Our other purchase obligations consist of non-cancellable minimum commitments for 3PL provider arrangements, e-commerce supply chain services, IT services, promotional expenses, sales management services, and other commitments under service contracts, which are required to be paid during our fiscal years ending March 31, 2024, through 2028. Amounts excluded from these other purchase obligations include any capital expenditures that will be made before the end of our next fiscal year, which we estimate will range from approximately $110,000 to $120,000. We anticipate these expenditures will primarily relate to the build-out of a third US DC as well as upgrades to our existing warehouse and DCs, expanding our global retail store fleet (including for the HOKA brand), IT infrastructure and system upgrades, and upgrades to our existing global office facilities. However, the actual amount of our future capital expenditures may differ significantly from this estimate depending on numerous factors, including the timing of facility openings, as well as unforeseen needs to replace or refresh existing assets.

(5) Net unrecognized tax benefits are gross unrecognized tax benefits, less federal benefit for state income taxes, related to uncertain tax positions taken in our income tax return that would impact our effective tax rate, if recognized. As of March 31, 2023, the timing of future cash outflows is highly uncertain related to expirations of statute of limitations of $18,856 and, since we are unable to make a reasonable estimate of the period of cash settlement, it is excluded from the table above. Refer to Note 5, "Income Taxes," of our consolidated financial statements in Part IV within this Annual Report for further information on our uncertain tax positions.

Refer to Note 7, "Commitments and Contingencies," of our consolidated financial statements in Part IV within this Annual Report for further information on our operating leases, purchase obligations, capital expenditures, and other contractual obligations and commitments.

Critical Accounting Policies and Estimates

Management must make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements, based on historical experience, existing and known circumstances, authoritative accounting pronouncements, and other factors that we believe to be reasonable, but actual results could differ materially from these estimates. The full impact of macroeconomic factors on our business and operations, including inflationary pressures, foreign currency exchange rate volatility, changes in interest rates, changes in commodity pricing, and recessionary concerns, is unknown and cannot be reasonably estimated. However, management believes it has made appropriate accounting estimates in accordance with US GAAP based on the facts and circumstances available as of the reporting date, and actual results could differ materially from these estimates and assumptions, which may result in material effects on our financial condition, results of operations and liquidity.

Refer to Note 1, "General," of our consolidated financial statements in Part IV within this Annual Report for a discussion of our significant accounting policies and use of estimates, as well as the impact of recent accounting pronouncements.

Revenue Recognition. Revenue is recognized when a performance obligation is completed at a point in time and when the customer has obtained control. Control passes to the customer when they have the ability to direct the use of, and obtain substantially all the remaining benefits from, the goods transferred. The amount of revenue recognized is based on the transaction price, which represents the invoiced amount less known actual amounts or estimates of variable consideration. We recognize revenue and measure the transaction price net of taxes, including sales taxes, use taxes, value-added taxes, and some types of excise taxes, collected from customers and remitted to governmental authorities. We present revenue gross of fees and sales commissions. Sales commissions are expensed as incurred and are recorded in SG&A expenses in the consolidated statements of comprehensive income.

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Wholesale and international distributor revenue are each recognized either when products are shipped or when delivered, depending on the applicable contract terms. Retail store and e-commerce revenue are recognized at the point of sale and upon shipment, respectively. Shipping and handling costs paid to third-party shipping companies are recorded as cost of sales in the consolidated statements of comprehensive income. Shipping and handling costs are a fulfillment service, and, for certain wholesale and all e-commerce transactions, revenue is recognized when the customer is deemed to obtain control upon the date of shipment.

Accounts Receivable Allowances. The following table summarizes critical accounting estimates for accounts receivable allowances and reserves:

As of March 31,
20232022
Amount% of Gross Trade Accounts ReceivableAmount% of Gross Trade Accounts Receivable
Gross trade accounts receivable$334,015100.0%$333,279100.0%
Allowance for doubtful accounts(10,576)(3.2)(9,044)(2.7)
Allowance for sales discounts(5,656)(1.7)(2,831)(0.9)
Allowance for chargebacks(16,272)(4.8)(18,716)(5.6)
Trade accounts receivable, net$301,51190.3%$302,68890.8%

Allowance for Doubtful Accounts. We provide an allowance against trade accounts receivable for estimated losses that may result from customers’ inability to pay. We determine the amount of the allowance by analyzing known uncollectible accounts, aged trade accounts receivable, economic conditions and forecasts, historical experience, and the customers’ creditworthiness. Trade accounts receivable that are subsequently determined to be uncollectible are charged or written off against this allowance. The allowance includes specific allowances for trade accounts, of which all or a portion are identified as potentially uncollectible based on known or anticipated losses. Additions to the allowance represent bad debt expense estimates which are recorded in SG&A expenses in the consolidated statements of comprehensive income.

Allowance for Sales Discounts. We provide a trade accounts receivable allowance for sales discounts for wholesale channel sales, which reflects a discount that customers may take, generally based on meeting certain order, shipment or prompt payment terms. We use the amount of the discounts that are available to be taken against the period end trade accounts receivable to estimate and record a corresponding reserve for sales discounts. Additions to the allowance are recorded against gross sales in the consolidated statements of comprehensive income.

Allowance for Chargebacks. We provide a trade accounts receivable allowance for chargebacks and markdowns for wholesale channel sales. When customers pay their invoices, they may take deductions against their invoices that can include chargebacks for price differences, markdowns, short shipments, and other reasons. Therefore, we record an allowance primarily for known circumstances as well as unknown circumstances based on historical trends related to the timing and amount of chargebacks taken against customer invoices. Additions to the allowance are recorded against gross sales or SG&A expenses in the consolidated statements of comprehensive income.

Refer to Note 2, "Revenue Recognition," of our consolidated financial statements in Part IV within this Annual Report for further information regarding the components of variable consideration, including allowances for doubtful accounts, sales discounts, and chargebacks.

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Sales Return Liability. The following tables summarize estimates for our sales return liability as a percentage of the most recent quarterly net sales by channel:

Three Months Ended March 31,
20232022
Amount% of Net SalesAmount% of Net Sales
Net Sales
Wholesale$448,42556.7%$448,84861.0%
Direct-to-Consumer343,14643.3287,15939.0
Total$791,571100.0%$736,007100.0%
As of March 31,
20232022
Amount% of Net SalesAmount% of Net Sales
Sales Return Liability
Wholesale$(33,764)(7.5)%$(31,082)(6.9)%
Direct-to-Consumer(11,558)(3.4)(8,785)(3.1)
Total$(45,322)(5.7)%$(39,867)(5.4)%

Reserves are recorded for anticipated future returns of goods shipped prior to the end of the reporting period. In general, we accept returns for damaged or defective products for up to one year. We also have a policy whereby returns are generally accepted from customers and end consumers between 30 to 90 days from the point of sale for cash or credit. Sales returns are a refund asset for the right to recover the inventory and a refund liability for the stand-ready right of return. Changes to the refund asset for the right to recover the inventory are recorded against cost of sales and changes to the refund liability are recorded against gross sales in the consolidated statements of comprehensive income. The refund asset for the right to recover the inventory is recorded in other current assets and the related refund liability is recorded in other accrued expenses in the consolidated balance sheets.

The amounts of these reserves are determined based on several factors, including known and actual returns, historical returns, and any recent events that could result in a change from historical return rates. For our wholesale channel, we base our estimate of sales returns on any approved customer requests for returns, historical returns experience, and any recent events that could result in a change from historical returns rates, among other factors. For our DTC channel and reportable operating segment, we estimate sales returns using a lag compared to the same prior period and consider historical returns experience and any recent events that could result in a change from historical returns, among other factors.

Inventories. The following tables summarize estimates for our inventories:

As of March 31,
20232022
Amount% of Gross InventoryAmount% of Gross Inventory
Gross Inventories$566,778100.0%$527,531100.0%
Write-down of inventories(33,926)(6.0)(20,735)(3.9)
Inventories$532,85294.0%$506,79696.1%

Inventories, which are principally comprised of finished goods on hand and in transit, are stated at the lower of cost (weighted average) or net realizable value at each financial statement date. Cost includes sourcing as well as inventory procurement costs, including freight, duty, and handling fees which are subsequently expensed to cost of sales. We review inventory on a regular basis for excess, obsolete, and impaired inventory to evaluate write-downs to the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs to sell.

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Operating Lease Assets and Lease Liabilities. We recognize operating lease assets and lease liabilities in the consolidated balance sheets on the lease commencement date, based on the present value of the outstanding lease payments over the reasonably certain lease term. The lease term includes the non-cancelable period at the lease commencement date, plus any additional periods covered by an option to extend (or not to terminate) the lease that is reasonably certain to be exercised, or an option to extend (or not to terminate) a lease that is controlled by the lessor.

We discount unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, our incremental borrowing rate (IBR). We cannot determine the interest rate implicit in the lease because we do not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. Therefore, we derive a discount rate at the lease commencement date by utilizing our IBR, which is based on what we would have to pay on a collateralized basis to borrow an amount equal to our lease payments under similar terms. Because we do not currently borrow on a collateralized basis under our revolving credit facilities, we use the interest rate we pay on our non-collateralized borrowings under our Primary Credit Facility as an input for deriving an appropriate IBR, adjusted for the amount of the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.

Refer to Note 7, "Commitments and Contingencies," of our consolidated financial statements in Part IV within this Annual Report for further information, including more details of our accounting policy elections and disclosures.

Definite-Lived Intangible and Other Long-Lived Assets. Definite-lived intangible and other long-lived assets, including definite-lived trademarks, machinery and equipment, internal-use software, operating lease assets and related leasehold improvements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. At least quarterly, we evaluate factors that would necessitate an impairment assessment, which include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others.

When an impairment-triggering event has occurred, we test for recoverability of the asset group’s carrying value using estimates of undiscounted future cash flows based on the existing service potential of the applicable asset group. In determining the service potential of a long-lived asset group, we consider the remaining useful life, cash-flow generating capacity, and physical output capacity. These estimates include the undiscounted future cash flows associated with future expenditures necessary to maintain the existing service potential. These assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If impaired, the asset or asset group is written down to fair value based on either discounted future cash flows or appraised values. An impairment loss, if any, would only reduce the carrying amount of long-lived assets in the group based on the fair value of the asset group.

We did not identify any definite-lived intangible asset triggering events during the years ended March 31, 2023, and 2022.

During the years ended March 31, 2023, and 2022, we recorded impairment charges of $2,817 and $3,186, respectively, within our DTC reportable operating segment in SG&A expenses in the consolidated statements of comprehensive income for retail store-related operating lease and other long-lived assets. These impairment charges were due to the underperformance of certain retail stores that resulted in the carrying value exceeding the estimated fair value, which is determined based on an estimate of future discounted cash flows.

Refer to Note 1, "General," and Note 3, "Goodwill and Other Intangible Assets," of our consolidated financial statements in Part IV within this Annual Report for further information on our definite-lived intangible and other long-lived assets.

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Income Taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will be in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. We believe it is more likely than not that forecasted income, together with future reversals of existing taxable temporary differences, will be sufficient to recover our deferred tax assets. In the event that we determine all, or part of our net deferred tax assets are not realizable in the future, we will record an adjustment to the valuation allowance and a corresponding charge to earnings in the period such determination is made.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of US GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and results of operations. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recorded in the consolidated 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.

We determine on a regular basis the amount of undistributed earnings that will be indefinitely reinvested in our non-US operations. This assessment is based on the cash flow projections and operational and fiscal objectives of each of our US and foreign subsidiaries. We have not changed our indefinite reinvestment assertion of foreign earnings other than previously taxed earnings and profits.

Refer to Note 5, "Income Taxes," of our consolidated financial statements in Part IV within this Annual Report for further information on our income taxes and tax strategy.

FY 2022 10-K MD&A

SEC filing source: 0000910521-22-000017.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-05-27. Report date: 2022-03-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements in Part IV within this Annual Report. This discussion includes an analysis of our financial condition and results of operations for the years ended March 31, 2022, and 2021 and year-over-year comparisons between those periods. For year-over-year comparisons between the years ended March 31, 2021, and 2020, refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the SEC on May 28, 2021.

Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties including those described in this section. Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” within this Annual Report for additional information.

Overview

We are a global leader in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. We market our products primarily under five proprietary brands: UGG, HOKA, Teva, Sanuk, and Koolaburra. We believe that our products are distinctive and appeal to a broad demographic. We sell our products through quality domestic and international retailers, international distributors, and directly to our global consumers through our DTC business, which is comprised of our e-commerce websites and retail stores. We seek to differentiate our brands and products by offering diverse lines that emphasize authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups. All of our products are currently manufactured by independent manufacturers.

Financial Highlights

Consolidated financial performance highlights of fiscal year 2022 compared to the prior period, are as follows:

•Net sales increased 23.8% to $3,150,339.

◦Channel

▪Wholesale channel net sales increased 31.0% to $1,936,739.

▪DTC channel net sales increased 13.8% to $1,213,600.

◦Geography

▪Domestic net sales increased 23.1% to $2,167,793.

▪International net sales increased 25.3% to $982,546.

•Gross margin decreased 300 basis points to 51.0%.

•Income from operations increased 12.0% to $564,707.

•Diluted earnings per share increased by $2.79 per share to $16.26 per share.

Trends and Uncertainties Impacting Our Business and Industry

We expect our business and the industry in which we operate will continue to be impacted by several important trends and uncertainties, including the following:

Supply Chain

•Similar to other companies in our industry, we continue to experience supply chain challenges across each of the geographies in which we operate. The most significant macro-level supply chain impacts continue to be extended transit lead times and cost pressures, including from inflation, due primarily to container shortages, port congestion, and trucking and labor scarcity, which have created negative downstream impacts on our results of operations. To offset the impacts of these ongoing constraints, we have used a substantial amount of air freight. These costs, together with higher ocean container shipment and trucking costs, have elevated our transportation and logistics costs and negatively impacted our gross margin during fiscal year 2022, and we expect will continue to do so in future periods, particularly as we seek to maintain strategic product launch timelines and customer service levels. As we manage product availability, we remain focused on mitigating the impacts of ongoing disruptions in both the wholesale and DTC channels into our next

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fiscal year, including through the use of air freight (almost exclusively for the HOKA brand) and the early procurement of inventory in the country of sale, which will likely result in higher levels of inventory to allow us to maintain expected service levels into our next fiscal year. We anticipate these global supply chain pressures will continue, and we remain focused on ensuring our long-term growth strategy remains flexible to adapt to fluid conditions.

•Although our owned DCs and 3PL providers are currently operating and supporting ongoing logistics, certain of these facilities continue to experience operational challenges, which have resulted in delays distributing our products, as well as cost pressures. Further, the headwinds we have encountered transitioning to our new European 3PL as that provider refines its system and delivery levels have exacerbated supply chain pressures. While this transition has been difficult in the current logistics environment, we believe this is a critical investment to create long-term capacity that will facilitate future growth. We continue to invest in infrastructure, including in our global distribution and logistics capabilities, end-to-end planning systems, and e-commerce platforms, as well as in expanding our sourcing capabilities and distribution points, to ensure we scale our operations commensurate with consumer demand.

Inflation

•Due to recent heightened inflation in key global markets, including the United States, we experienced impacts from inflation during fiscal year 2022, primarily related to supply chain challenges including higher freight costs, discussed above. We expect our business will be impacted by continued or increasing inflation in future periods, including impacts to costs for finished goods, freight, and commodities, which will impact our gross margin in our next fiscal year, as well as potential impacts to our operating expenses, foreign currency exchange rates, wages in a competitive job market, interest rates on borrowings, and customer demand.

Brand and Omni-Channel Strategy

•We remain focused on accelerating consumer adoption of the HOKA brand globally to execute our long-term growth strategy, including through an optimized digital marketing strategy. The HOKA brand’s growth has been balanced across its ecosystem of access points, with all geographic regions and distribution channels experiencing significant year-round growth, which has positively impacted our seasonality trends. In our next fiscal year, we intend to focus our efforts to drive HOKA brand performance on distribution management to drive new consumer acquisition in key markets and launching innovative product offerings to increase category adoption and market share gains with existing consumers. For example, we’re looking at volume expansion with new and existing global strategic wholesale partners to drive new consumer acquisition. Further, we recently opened the HOKA brand's first owned and operated retail stores in Asia and launched pop-up stores in North America to build upon our retail strategy and define the optimal consumer experience and concept for the HOKA brand. We plan to open additional retail stores for the HOKA brand and to continue exploring opportunities to strategically expand our HOKA brand retail store fleet.

•Our marketplace strategies in Europe and Asia (international reset strategies) have continued to drive UGG brand awareness and consumer acquisition through building a foundation of diversified and counter-seasonal product acceptance, especially with younger consumers, through localized marketing investments, which is fueling a healthier product mix and reducing the need for promotional activity.

•While we experienced a channel mix shift to wholesale in fiscal year 2022 as we refilled customer inventory levels, our aggregated DTC channel mix continues to be above our historical pre-pandemic levels. Our long-term growth strategy remains focused on building our DTC channel to represent an increasing portion of our total net sales, as we prioritize consumer acquisition and experience strong demand for the HOKA and UGG brands.

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•We continue to make selective price increases as appropriate by brand and product, taking into consideration, for example, the competitive landscape of our brands, our segmentation strategy, and higher costs, including for inflationary pressures on materials used in the production of our products, as well as ocean freight costs, which we believe can be mitigated by these price increases. However, we do not expect price increases to cover the significant use of air freight in our next fiscal year.

Reportable Operating Segment Overview

Our six reportable operating segments include the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands, as well as DTC. Information reported to the Chief Operating Decision Maker (CODM), who is our CEO, President, and Principal Executive Officer (PEO), is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.

UGG Brand. The UGG brand is one of the most iconic and recognized brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders. With loyal consumers around the world, the UGG brand has proven to be a highly resilient line of premium footwear, apparel, and accessories with expanded product offerings and a growing global audience that appeals to a broad demographic.

We believe demand for UGG brand products will continue to be driven by the following:

•Successful acquisition of a diverse consumer base that resonates globally and with key markets, including for a younger, fashionable consumer, through strategic marketing activations and collaborations.

•High consumer brand loyalty due to consistent delivery of quality and luxuriously comfortable footwear, apparel, and accessories.

•Diversification of our footwear product offerings, such as Women's spring and summer lines, as well as expanded category offerings for Men's products, and more fashionable product for our Classics line.

•Thoughtful expansion of our apparel and accessories businesses.

HOKA Brand. The HOKA brand is an authentic premium line of year-round performance footwear that offers enhanced cushioning and inherent stability with minimal weight, apparel, and accessories. Originally designed for ultra-runners, the brand now appeals to world champions, taste makers, and everyday athletes. Strong marketing has fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is rapidly growing within selective key accounts. As a result, the HOKA brand is bolstering its net sales, which continue to increase as a percentage of our aggregate net sales.

We believe demand for HOKA brand products will continue to be driven by the following:

•Leading performance product innovation, category extensions, and key franchise management, including higher frequency product drop rates and improving accessibility to all athletes.

•Increased global brand awareness and new consumer adoption through enhanced global marketing activations and online consumer acquisition, including building a more diverse outdoor community through digital and in-person event sponsorship.

•Thoughtful and strategic wholesale distribution choices, allowing the HOKA brand access and introduction to a broader, more diverse, consumer base.

•Category extensions in authentic performance footwear offerings such as lifestyle, trail, and hiking categories.

Teva Brand. The Teva brand created the very first sport sandal when it was founded in the Grand Canyon in 1984. Since then, the Teva brand has grown into a multi-category modern outdoor lifestyle brand offering a range of performance, casual, and trail lifestyle products, and has emerged as a leader in footwear sustainability observed through recent growth fueled by young and diverse consumers passionate for the outdoors and the planet.

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We believe demand for Teva brand products will continue to be driven by the following:

•Authentic outdoor heritage and a reputation for quality, comfort, sustainability, and performance in any terrain.

•Increasing brand awareness in key major global markets due to outdoor lifestyle participation amongst younger consumers.

•Category extensions in performance hike footwear, including key franchises, as well as year-round product.

Sanuk Brand. The Sanuk brand originated in Southern California surf culture and has emerged into a lifestyle brand with a presence in the relaxed casual shoe and sandal categories with a focus on innovation in comfort and sustainability. The Sanuk brand’s use of unexpected materials and unconventional constructions, combined with its fun and playful branding, are key elements of the brand's identity.

We believe demand for Sanuk brand products will continue to be driven by the following:

•Introducing a broader and more premium range of product, including through category extensions in casual footwear for the younger consumer, including slippers and boots.

Other Brands. Other brands consist primarily of the Koolaburra brand. The Koolaburra brand is a casual footwear fashion line using plush materials and is intended to target the value-oriented consumer in order to complement the UGG brand offering.

We believe demand for Koolaburra brand products will continue to be driven by the following:

•Increasing brand awareness with younger consumers.

•Evolution of key franchises and further expansion in fashion casual boots, sneakers, and slippers.

Direct-to-Consumer. Our DTC business encompasses all our brands and is comprised of our retail stores and e-commerce websites which, in an omni-channel marketplace, are intertwined and interdependent. We believe many of our consumers interact with both our retail stores and websites before making purchasing decisions in store and online.

E-Commerce Business. Our e-commerce business provides us with an opportunity to directly engage with and communicate a consistent brand message to consumers that is in line with our brands’ promises, drives awareness of key brand initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores. As of March 31, 2022, we operate our e-commerce business through Company-owned websites and mobile platforms in 59 different countries, for which the net sales are recorded in our DTC reportable operating segment.

Retail Business. Our global Company-owned retail stores are predominantly UGG brand concept stores and UGG brand outlet stores, though also include recent openings in our retail store fleet for the HOKA brand. Through our outlet stores, we sell some of our discontinued styles from prior seasons, full price in-line products, as well as products made specifically for the outlet stores. As of March 31, 2022, we have a total of 149 global retail stores, which includes 75 concept stores and 74 outlet stores. While we generally open retail store locations during our second or third fiscal quarters and consider closures of retail stores during our fourth fiscal quarter, the timing of such openings and closures may vary. We will continue to evaluate our retail store fleet strategy in response to changes in consumer demand and retail store traffic patterns.

Flagship Stores. Included in the total count of global concept stores are eight flagship stores, which are lead concept stores in certain key markets and prominent locations designed to showcase UGG and HOKA brand products in mono branded stores. Primarily located in major tourist locations, these stores are typically larger than our general concept stores with broader product offerings and greater traffic. We anticipate continuing to operate a curated fleet of flagship stores to enhance our interaction with our consumers and increase brand loyalty. The net sales for these stores are recorded in our DTC reportable operating segment.

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Shop-in-Shop Stores. Included in the total count of global concept stores are 27 shop-in-shop (SIS) stores, defined as concept stores for which we own the inventory and that are operated by us or non-employees within a department store, which we lease from the store owner by paying a percentage of SIS store sales. The net sales for these stores are recorded in our DTC reportable operating segment.

Partner Retail Stores. We rely on partner retail stores for the UGG and HOKA brands. Partner retail stores are branded stores that are wholly owned and operated by third parties and not included in the total count of global Company-owned retail stores. When a partner retail store is opened, or a store is converted into a partner retail store, the related net sales are recorded in each respective brand’s wholesale reportable operating segment, as applicable.

Use of Non-GAAP Financial Measures

Throughout this Annual Report we provide certain financial information on a constant currency basis, excluding the effect of foreign currency exchange rate fluctuations, which we disclose in addition to the financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (US GAAP). We provide these non-GAAP financial measures to provide information that may assist investors in understanding our financial results and assessing our prospects for future performance. However, the information included within this Annual Report that is presented on a constant currency basis, as we present such information, may not necessarily be comparable to similarly titled information presented by other companies, and may not be appropriate measures for comparing the performance of other companies relative to us. For example, in order to calculate our constant currency information, we calculate the current period financial information using the foreign currency exchange rates that were in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and remeasurements in the consolidated financial statements. Further, we report comparable DTC sales on a constant currency basis for DTC operations that were open throughout the current and prior reporting periods, and we may adjust prior reporting periods to conform to current year accounting policies.

These non-GAAP financial measures are not intended to represent and should not be considered to be more meaningful measures than, or alternatives to, measures of operating performance as determined in accordance with US GAAP. Constant currency measures should not be considered in isolation as an alternative to US dollar measures that reflect current period foreign currency exchange rates or to other financial measures presented in accordance with US GAAP. We believe evaluating certain financial and operating measures on a constant currency basis is important as it excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of operations and are largely outside of our control.

Seasonality

Our business is seasonal, with the highest percentage of UGG and Koolaburra brand net sales occurring in the quarters ending September 30th and December 31st and the highest percentage of Teva and Sanuk brand net sales occurring in the quarters ending March 31st and June 30th. Net sales for the HOKA brand occur more evenly throughout the year reflecting the brand's year-round performance product offerings. Due to the magnitude of the UGG brand relative to our other brands, our aggregate net sales in the quarters ending September 30th and December 31st have historically significantly exceeded our aggregate net sales in the quarters ending March 31st and June 30th. However, as we continue to take steps to diversify and expand our product offerings by creating more year-round styles, and as net sales of the HOKA brand continue to increase as a percentage of our aggregate net sales, we expect the impact from seasonality to continue to decrease over time and we have begun to experience shifts during fiscal year 2022 for higher sales in the quarter ending March 31st. However, our seasonality has been impacted by supply chain challenges and it is unclear whether these impacts will be minimized or exaggerated in future periods as a result of these disruptions. Refer to Note 14, “Quarterly Summary of Information (Unaudited),” of our consolidated financial statements in Part IV within this Annual Report for further information on our results of operations by quarterly period.

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Result of Operations

Year Ended March 31, 2022, Compared to Year Ended March 31, 2021. Results of operations were as follows:

Years Ended March 31,
20222021Change
Amount%Amount%Amount%
Net sales$3,150,339100.0%$2,545,641100.0%$604,69823.8%
Cost of sales1,542,78849.01,171,55146.0(371,237)(31.7)
Gross profit1,607,55151.01,374,09054.0233,46117.0
Selling, general, and administrative expenses1,042,84433.1869,88534.2(172,959)(19.9)
Income from operations564,70717.9504,20519.860,50212.0
Other expense, net692,6910.12,62297.4
Income before income taxes564,63817.9501,51419.763,12412.6
Income tax expense112,6893.6118,9394.76,2505.3
Net income451,94914.3382,57515.069,37418.1
Total other comprehensive (loss) income, net of tax(8,212)(0.2)8,8160.3(17,028)(193.1)
Comprehensive income$443,73714.1%$391,39115.3%$52,34613.4%
Net income per share
Basic$16.43$13.64$2.79
Diluted$16.26$13.47$2.79

Net Sales. Net sales by location, and by brand and channel were as follows:

Years Ended March 31,
20222021Change
AmountAmountAmount%
Net sales by location
Domestic$2,167,793$1,761,477$406,31623.1%
International982,546784,164198,38225.3
Total$3,150,339$2,545,641$604,69823.8%
Net sales by brand and channel
UGG brand
Wholesale$1,088,082$871,799$216,28324.8%
Direct-to-Consumer893,887845,28348,6045.8
Total1,981,9691,717,082264,88715.4
HOKA brand
Wholesale628,674405,243223,43155.1
Direct-to-Consumer262,920165,99796,92358.4
Total891,594571,240320,35456.1
Teva brand
Wholesale129,094105,92823,16621.9
Direct-to-Consumer33,64332,8607832.4
Total162,737138,78823,94917.3

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Years Ended March 31,
20222021Change
AmountAmountAmount%
Sanuk brand
Wholesale30,31626,5663,75014.1
Direct-to-Consumer12,77915,274(2,495)(16.3)
Total43,09541,8401,2553.0
Other brands
Wholesale60,57369,375(8,802)(12.7)
Direct-to-Consumer10,3717,3163,05541.8
Total70,94476,691(5,747)(7.5)
Total$3,150,339$2,545,641$604,69823.8%
Total Wholesale$1,936,739$1,478,911$457,82831.0%
Total Direct-to-Consumer1,213,6001,066,730146,87013.8
Total$3,150,339$2,545,641$604,69823.8%

Total net sales increased primarily due to higher HOKA, UGG, and Teva brand sales across all channels, despite impacts from supply chain constraints, including extended transit lead times. Further, we experienced an increase of 22.2% in total volume of pairs sold to 51,200 from 41,900 compared to the prior period. On a constant currency basis, net sales increased by 23.2%, compared to the prior period. Drivers of significant changes in net sales, compared to the prior period, were as follows:

•Wholesale net sales of the UGG brand increased globally, driven by growth across a diversified product lineup, particularly for non-core Women's, core Men's products such as slippers, as well as Kids' core product lines, including the benefit of refilling inventory levels as well as our international reset strategies.

•Wholesale net sales of the HOKA brand increased globally, resulting from market share gains, including new consumer acquisition, driven by increased brand awareness through expanded sponsorship events and digital marketing, as well as core key franchise updates, the addition of new styles, and select door expansion with key partners.

•Wholesale net sales of the Teva brand increased primarily due to continued acceleration of US demand, as well as lapping disruptions from the pandemic, including higher reorders from our customers through the brands' peak sell-in period during the first half of fiscal year 2022.

•DTC net sales increased primarily due to higher global UGG and HOKA brand sales. Due to the disruption of our retail store base throughout fiscal year 2021, we are not reporting a comparable DTC net sales metric for fiscal year 2022.

•International net sales, which are included in the reportable operating segment net sales presented above, increased by 25.3% and represented 31.2% and 30.8% of total net sales for the years ended March 31, 2022, and 2021, respectively. These increases were primarily driven by higher international sales for the UGG and HOKA brand in all channels and regions.

Gross Profit. Gross margin decreased to 51.0% from 54.0%, compared to the prior period, almost entirely due to higher freight costs, as we incurred a substantial increase in air freight usage, ocean container rates and third-party delivery fees. Further, we experienced an unfavorable channel mix shift to wholesale, partially offset by favorable HOKA brand mix, fewer closeouts, and favorable changes in foreign currency exchange rates.

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Selling, General, and Administrative Expenses. The net increase in SG&A expenses, compared to the prior period, was primarily the result of the following:

•Increased variable advertising and promotion expenses of approximately $67,100, primarily due to higher digital marketing and advertising development expenses for the HOKA and UGG brand to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing.

•Increased other variable net selling expenses of approximately $48,700, primarily due to higher warehousing fees, shipping supplies, and retail operating costs, as well as higher net insurance costs and higher e-commerce technology costs driven by higher sales and commissions.

•Increased payroll and related costs of approximately $48,000, primarily due to higher headcount, including for warehouse teams, and other related compensation, partially offset by lower annual performance-based compensation.

•Increased other operating expenses of approximately $20,800, primarily due to higher IT and related project costs, sales team costs, travel expenses, and depreciation expense.

•Increased foreign currency-related losses of $7,200, primarily due to unfavorable changes in the US dollar exchange rate against Canadian, Asian, and European foreign currency exchange rates.

•Decreased impairments of operating lease and other long-lived assets of approximately $14,500.

•Decreased expenses for allowances for trade accounts receivable of approximately $4,400, primarily due to a decrease in bad debt expense to account for the lower risk of customer payment defaults resulting from the ongoing recovery from the pandemic.

Income from Operations. Income (loss) from operations by reportable operating segment was as follows:

Years Ended March 31,
20222021Change
AmountAmountAmount%
Income (loss) from operations
UGG brand wholesale$315,240$292,718$22,5227.7%
HOKA brand wholesale155,344111,20844,13639.7
Teva brand wholesale33,29427,1206,17422.8
Sanuk brand wholesale6,463(162)6,6254,089.5
Other brands wholesale14,02821,573(7,545)(35.0)
Direct-to-Consumer435,414349,46585,94924.6
Unallocated overhead costs(395,076)(297,717)(97,359)(32.7)
Total$564,707$504,205$60,50212.0%

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales and lower SG&A expenses as a percentage of net sales, partially offset by lower gross margin driven by higher freight costs. Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:

•The increase in income from operations of DTC was due to higher net sales and lower Company-owned retail store impairments, partially offset by higher variable e-commerce operating costs and higher variable selling costs.

•The increase in income from operations of HOKA and UGG brand wholesale was due to higher net sales, partially offset by lower gross margin driven by higher freight costs, as well as higher variable marketing expenses.

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•The increase in unallocated overhead costs was primarily due to higher operating expenses, including warehousing fees, net insurance costs, IT costs, shipping supplies, depreciation expense, higher payroll and related costs driven by higher headcount, as well as higher foreign currency-related losses and variable advertising and promotion expenses.

Other Expense, Net. Total other expense, net, compared to the prior period, decreased due to lower interest expense resulting from repayment of our mortgage during fiscal year 2021.

Income Tax Expense. Income tax expense and our effective income tax rate were as follows:

Years Ended March 31,
20222021
Income tax expense$112,689$118,939
Effective income tax rate20.0%23.7%

The decrease in our effective income tax rate, compared to the prior period, was due to higher net discrete tax benefits, primarily driven by favorable releases of uncertain tax positions, tax deductions for stock-based compensation, and increased benefits for return to provision adjustments, as well as changes in the jurisdictional mix of worldwide income before income taxes.

Foreign income before income taxes was $168,270 and $133,186 and worldwide income before income taxes was $564,638 and $501,514 during the years ended March 31, 2022, and 2021, respectively. The increase in foreign income before income taxes as a percentage of worldwide income before income taxes, compared to the prior period, was primarily due to higher foreign gross margin as a percentage of worldwide sales.

For the years ended March 31, 2022, and 2021, we did not generate significant pre-tax earnings from any countries which do not impose a corporate income tax. A small portion of our unremitted accumulated earnings of non-US subsidiaries, for which no US federal or state income tax have been provided, are currently expected to be reinvested outside of the US indefinitely. Such earnings would become taxable upon the sale or liquidation of these subsidiaries. Refer to the section titled “Liquidity” below for further information.

Net Income. The increase in net income, compared to the prior period, was due to higher net sales, partially offset by lower gross margin. Net income per share increased, compared to the prior period, due to higher net income, combined with lower weighted-average common shares outstanding, driven by higher stock repurchases.

Total Other Comprehensive Loss, Net of Tax. The increase in total other comprehensive loss, net of tax, compared to the prior period, was due to higher foreign currency translation losses relating to changes to our net asset position for unfavorable European and Asian foreign currency exchange rates.

Liquidity

We finance our working capital and operating requirements using a combination of our cash and cash equivalents balances, cash provided from ongoing operating activities and, to a lesser extent, available borrowings under our revolving credit facilities. Our working capital requirements begin when we purchase raw materials and inventories and continue until we ultimately collect the resulting trade accounts receivable. Given the historical seasonality of our business, our working capital requirements fluctuate significantly throughout the fiscal year, and we utilize available cash to build inventory levels during certain quarters in our fiscal year to support higher selling seasons.

As of March 31, 2022, our cash and cash equivalents are $843,527. While we are subject to uncertainty surrounding the pandemic, we believe our cash and cash equivalents balances, cash provided from ongoing operating activities, and available borrowings under our revolving credit facilities, will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for at least the next 12 months.

Our liquidity may be impacted by additional factors, including our results of operations, the strength of our brands, impacts of seasonality and weather conditions, our ability to respond to changes in consumer preferences and tastes, the timing of capital expenditures and lease payments, our ability to collect our trade accounts receivables in a timely manner and effectively manage our inventories, including estimating inventory requirements

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that require earlier purchasing windows to manage supply chain constraints, our ability to respond to the impacts and disruptions caused by the pandemic, and our ability to respond to economic, political and legislative developments. Furthermore, we may require additional cash resources due to changes in business conditions, strategic initiatives, or stock repurchase strategy, a national or global economic recession, or other future developments, including any investments or acquisitions we may decide to pursue, although we do not have any present commitments with respect to any such investments or acquisitions.

As discussed above under the heading “Trends and Uncertainties Impacting Our Business and Industry,” the pandemic has continued to create supply chain challenges that will impact the availability of inventory over the next few quarters as well as increased costs to mitigate these delays, which we expect to adversely impact our results of operations in our next fiscal year. If there are unexpected material impacts to our business in future periods from the pandemic and we need to raise or conserve additional cash to fund our operations, we may seek to borrow under our revolving credit facilities, seek new or modified borrowing arrangements, or sell additional debt or equity securities. The sale of convertible debt or equity securities could result in additional dilution to our stockholders, and equity securities may have rights or preferences that are superior to those of our existing stockholders. The incurrence of additional indebtedness would result in additional debt service obligations, as well as covenants that would restrict our operations and further encumber our assets. In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all. Although we believe we have adequate sources of liquidity over the long term, a prolonged or more severe economic recession, inflationary pressure, or a slow recovery could adversely affect our business and liquidity.

Repatriation of Cash. We repatriated $120,000 and $175,000 of cash and cash equivalents during the years ended March 31, 2022, and 2021, respectively. As of March 31, 2022, we have $133,053 of cash and cash equivalents outside the US and held by foreign subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be repatriated. Beginning with the tax year ended March 31, 2018, pursuant to the Tax Reform Act, an installment election was made to pay the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings over eight years. The cumulative remaining balance as of March 31, 2022, is $38,263. We continue to evaluate our cash repatriation strategy and we currently anticipate repatriating current and future unremitted earnings of non-US subsidiaries, to the extent they have been and will be subject to US tax, if such cash is not required to fund ongoing foreign operations. Our cash repatriation strategy, and by extension, our liquidity, may be impacted by several additional considerations, which include clarifications of, future changes to, or interpretations of global tax law and regulations, and our actual earnings for current and future periods. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information on the impacts of the recent Tax Reform Act.

Stock Repurchase Programs. We continue to evaluate our capital allocation strategy, and to consider further opportunities to utilize our global cash resources in a way that will profitably grow our business, meet our strategic objectives and drive stockholder value, including by potentially repurchasing additional shares of our common stock. Our stock repurchase programs do not obligate us to acquire any amount of common stock and may be suspended at any time at our discretion. As of March 31, 2022, the aggregate remaining approved amount under our stock repurchase programs is $454,007. Subsequent to March 31, 2022, through May 5, 2022, we repurchased 176,046 shares for $47,997 at an average price of $272.64 per share and had $406,010 remaining authorized under the stock repurchase program.

Capital Resources

Primary Credit Facility. In September 2018, we refinanced in full and terminated our Second Amended and Restated Credit Agreement dated as of November 13, 2014, as amended. The refinanced revolving credit facility agreement (Credit Agreement) is with JPMorgan Chase Bank, N.A. (JPMorgan), as the administrative agent, Citibank, N.A., Comerica Bank (Comerica) and HSBC Bank USA, N.A., as co-syndication agents, MUFG Bank, Ltd. and US Bank National Association as co-documentation agents, and the lenders party thereto, with JPMorgan and Comerica acting as joint lead arrangers and joint bookrunners. The Credit Agreement provides for a five-year, $400,000 unsecured revolving credit facility (Primary Credit Facility), contains a $25,000 sublimit for the issuance of letters of credit, and matures on September 20, 2023.

As of March 31, 2022, we have no outstanding balance, outstanding letters of credit of $549, and available borrowings of $399,451 under our Primary Credit Facility.

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China Credit Facility. Our revolving credit facility in China (China Credit Facility) is an uncommitted revolving line of credit of up to CNY300,000, or $47,286.

As of March 31, 2022, we have no outstanding balance, outstanding bank guarantees of $32, and available borrowings of $47,254 under our China Credit Facility.

Japan Credit Facility. Our revolving credit facility in Japan (Japan Credit Facility) is an uncommitted revolving line of credit of up to JPY3,000,000, or $24,623. We renewed the Japan Credit Facility through January 31, 2023, substantially under the terms of the original credit agreement.

As of March 31, 2022, we have no outstanding balance and available borrowings of $24,623 under our Japan Credit Facility.

Debt Covenants. As of March 31, 2022, we are in compliance with all financial covenants under our revolving credit facilities.

Refer to Note 6, “Revolving Credit Facilities,” of our consolidated financial statements in Part IV within this Annual Report for further information on our capital resources.

Cash Flows

The following table summarizes the major components our consolidated statements of cash flows for the periods presented:

Years Ended March 31,
20222021Change
AmountAmountAmount%
Net cash provided by operating activities$172,353$596,217$(423,864)(71.1)%
Net cash used in investing activities(51,009)(32,169)(18,840)(58.6)
Net cash used in financing activities(367,482)(129,581)(237,901)(183.6)
Effect of foreign currency exchange rates on cash and cash equivalents3045,458(5,154)(94.4)
Net change in cash and cash equivalents$(245,834)$439,925$(685,759)(155.9)%

Operating Activities. Our primary source of liquidity is net cash provided by operating activities, which is primarily driven by our net income, other cash receipts and expenditure adjustments, and changes in working capital.

The decrease in net cash provided by operating activities during the year ended March 31, 2022, compared to the prior period, was primarily due to a net unfavorable change in operating assets and liabilities, partially offset by favorable net income after non-cash adjustments. The changes in operating assets and liabilities were primarily due to net unfavorable changes in inventories, other accrued expenses, trade accounts receivable, net, income tax payable, other assets, and income tax receivable, partially offset by a net favorable change in trade accounts payable.

Investing Activities. The increase in net cash used in investing activities during the year ended March 31, 2022, compared to the prior period, was primarily due to higher capital expenditures for our second US DC, as well as higher showrooms and IT costs, partially offset by lower capital expenditures for retail stores.

Financing Activities. The increase in net cash used in financing activities during the year ended March 31, 2022, compared to the prior period, was primarily due to higher stock repurchases, higher cash paid for shares withheld for taxes, and lower proceeds from exercise of stock options, partially offset by the mortgage repayment during fiscal year 2021.

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Contractual Obligations

The following table summarizes our significant contractual obligations as of March 31, 2022, and the effects of such obligations in future periods:

Payments Due by Period
TotalLess than 1 Year1-3 Years3-5 YearsMore than 5 Years
Operating lease obligations (1)$238,754$53,886$83,667$58,651$42,550
Purchase obligations for product (2)809,812809,812
Purchase obligations for commodities (3)206,97999,066107,913
Other purchase obligations (4)207,65169,05766,07372,521
Net unrecognized tax benefits (5)8,6428,642
Total$1,471,838$1,031,821$266,295$131,172$42,550

(1)Our operating lease commitments consist primarily of building leases for our retail locations, our warehouse and DCs, and regional offices, and include the undiscounted cash lease payments owed under the terms of our operating lease agreements. In April 2022 we signed a lease for additional space at our US DC in Mooresville, Indiana with an initial lease term of ten years for a minimum commitment of approximately $46,000, which we expect to operational in the third quarter of our fiscal year ending March 31, 2024. Refer to Note 7, “Leases and Other Commitments,” of our consolidated financial statements in Part IV within this Annual Report for further information on our operating lease assets and lease liabilities.

(2)Our purchase obligations for product consist mostly of open purchase orders issued in the ordinary course of business. Outstanding purchase orders are primarily issued to our third-party manufacturers and are expected to be paid within one year. We can cancel a significant portion of the purchase obligations under certain circumstances; however, the occurrence of such circumstances is generally limited. As a result, the amount does not necessarily reflect the dollar amount of our binding commitments or minimum purchase obligations, and instead reflects an estimate of our future payment obligations based on information currently available. Due to increased demand for certain products combined with longer logistics lead times and increased transit times from origin to destination as a result of supply chain disruptions, we are currently expecting that our inventory purchases with our third-party manufacturers will be significantly higher for our next fiscal year compared to fiscal year 2022.

(3)Our purchase obligations for commodities include sheepskin, UGGpure, and leather, and represent remaining commitments under existing supply agreements, which are subject to minimum volume commitments. We expect that purchases made by us under these agreements in the ordinary course of business will eventually exceed the minimum commitment levels. There are $33,120 of deposits included in the amount above that have not been fully consumed as of March 31, 2022, which is recorded in other assets in the consolidated balance sheets, which represent remaining minimum commitments under certain expired sheepskin supply agreements that we currently expect to be consumed in future periods.

(4)Our other purchase obligations consist of non-cancellable minimum commitments for logistics arrangements, sales management services, supply chain services, IT services, requirements to pay promotional expenses, and other commitments under service contracts, which are due during our fiscal years ending March 31, 2023 through 2027. Amounts excluded from other purchase obligations above include any capital expenditures that will be purchased before the end of our next fiscal year, which we estimate will range from approximately $100,000 to $110,000. We anticipate these expenditures will primarily relate to the build-out of a third US DC, IT infrastructure and system upgrades, and refreshes to our global retail store fleet including new retail stores. Other anticipated expenditures include upgrades to our existing warehouse and DCs as well as our global office facilities. However, the actual amount of our future capital expenditures may differ significantly from this estimate depending on numerous factors, including the timing of facility openings, as well as unforeseen needs to replace existing assets, and the timing of other expenditures.

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(5)Net unrecognized tax benefits are gross unrecognized tax benefits, less federal benefit for state income taxes, related to uncertain tax positions taken in our income tax return that would impact our effective tax rate, if recognized. As of March 31, 2022, the timing of future cash outflows is highly uncertain related to expirations of statute of limitations on liabilities of $14,791, therefore we are unable to make a reasonable estimate of the period of cash settlement. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information on our uncertain tax positions.

Refer to Note 7, “Leases and Other Commitments,” of our consolidated financial statements in Part IV within this Annual Report for further information on our operating leases, purchase obligations, capital expenditures, and other contractual obligations and commitments.

Critical Accounting Policies and Estimates

Management must make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements based on historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable, but actual results could differ materially from these estimates. Management believes the following critical accounting estimates are most significantly affected by judgments and estimates used in the preparation of our consolidated financial statements: allowances for doubtful accounts, estimated sales return liability, sales discounts and customer chargebacks, inventory valuations, valuation of goodwill, other intangible assets and long-lived assets, and performance-based stock compensation. The full impact of the ongoing pandemic is unknown and cannot be reasonably estimated for these key estimates. However, we made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected.

Refer to Note 1, “General,” of our consolidated financial statements in Part IV within this Annual Report for a discussion of our significant accounting policies and use of estimates, as well as the impact of recent accounting pronouncements.

Revenue Recognition. Revenue is recognized when a performance obligation is completed at a point in time and when the customer has obtained control. Control passes to the customer when they have the ability to direct the use of, and obtain substantially all the remaining benefits from, the goods transferred. The amount of revenue recognized is based on the transaction price, which represents the invoiced amount less known actual amounts or estimates of variable consideration. We recognize revenue and measure the transaction price net of taxes, including sales taxes, use taxes, value-added taxes, and some types of excise taxes, collected from customers and remitted to governmental authorities. We present revenue gross of fees and sales commissions. Sales commissions are expensed as incurred and are recorded in SG&A expenses in the consolidated statements of comprehensive income.

Wholesale and international distributor revenue are each recognized either when products are shipped or when delivered, depending on the applicable contract terms. Retail store and e-commerce revenue are recognized at the point of sale and upon shipment, respectively. Shipping and handling costs paid to third-party shipping companies are recorded as cost of sales in the consolidated statements of comprehensive income. Shipping and handling costs are a fulfillment service, and, for certain wholesale and all e-commerce transactions, revenue is recognized when the customer is deemed to obtain control upon the date of shipment.

Refer to Note 2, “Revenue Recognition,” of our consolidated financial statements in Part IV within this Annual Report for further information regarding the components of variable consideration, including allowances for sales discounts, chargebacks, and our sales return liability.

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Accounts Receivable Allowances. The following table summarizes critical accounting estimates for accounts receivable allowances and reserves:

As of March 31,
20222021
Amount% of Gross Trade Accounts ReceivableAmount% of Gross Trade Accounts Receivable
Gross trade accounts receivable$333,279100.0%$242,234100.0%
Allowance for doubtful accounts(9,044)(2.7)(9,730)(4.0)
Allowance for sales discounts(2,831)(0.9)(3,016)(1.2)
Allowance for chargebacks(18,716)(5.6)(13,770)(5.7)
Trade accounts receivable, net$302,68890.8%$215,71889.1%

Allowance for Doubtful Accounts. We provide an allowance against trade accounts receivable for estimated losses that may result from customers’ inability to pay. We determine the amount of the allowance by analyzing known uncollectible accounts, aged trade accounts receivable, economic conditions and forecasts, historical experience, and the customers’ creditworthiness. Trade accounts receivable that are subsequently determined to be uncollectible are charged or written off against this allowance. The allowance includes specific allowances for trade accounts, of which all or a portion are identified as potentially uncollectible based on known or anticipated losses. Our use of different estimates and assumptions could produce different financial results.

Allowance for Sales Discounts. We provide a trade accounts receivable allowance for sales discounts for our wholesale channel sales, which reflects a discount that our customers may take, generally based on meeting certain order, shipment or prompt payment terms. We use the amount of the discounts that are available to be taken against the period end trade accounts receivable to estimate and record a corresponding reserve for sales discounts.

Allowance for Chargebacks. We provide a trade accounts receivable allowance for chargebacks and markdowns for our wholesale channel sales. When customers pay their invoices, they may take deductions against their invoices that can include chargebacks for price differences, markdowns, short shipments, and other reasons. Therefore, we record an allowance primarily for known circumstances as well as unknown circumstances based on historical trends related to the timing and amount of chargebacks taken against customer invoices.

Sales Return Liability. The following tables summarize estimates for our sales return liability as a percentage of the most recent quarterly net sales by channel:

Three Months Ended March 31,
20222021
Amount% of Net SalesAmount% of Net Sales
Net Sales
Wholesale$448,84861.0%$326,10658.1%
Direct-to-Consumer287,15939.0235,08241.9
Total$736,007100.0%$561,188100.0%
As of March 31,
20222021
Amount% of Net SalesAmount% of Net Sales
Sales Return Liability
Wholesale$(31,082)(6.9)%$(23,987)(7.4)%
Direct-to-Consumer(8,785)(3.1)(13,730)(5.8)
Total$(39,867)(5.4)%$(37,717)(6.7)%

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Reserves are recorded for anticipated future returns of goods shipped prior to the end of the reporting period. In general, we accept returns for damaged or defective products for up to one year. We also have a policy whereby returns are generally accepted from customers between 30 to 90 days from the point of sale for cash or credit. Amounts of these reserves are based on known and actual returns, historical returns, and any recent events that could result in a change from historical return rates. Sales returns are an asset for the right to recover the inventory and a refund liability for the stand-ready right of return. Changes to the refund liability are recorded against gross sales and changes to the asset for the right to recover the inventory are recorded against cost of sales. For our wholesale channel, we base our estimate of sales returns on any approved customer requests for returns, historical returns experience, and any recent events that could result in a change from historical returns rates, among other factors. For our DTC channel and reportable operating segment, we estimate sales returns using a lag compared to the same prior period and consider historical returns experience and any recent events that could result in a change from historical returns, among other factors. Our use of different estimates and assumptions could produce different financial results.

Inventories. The following tables summarize estimates for our inventories:

As of March 31,
20222021
Amount% of Gross InventoryAmount% of Gross Inventory
Gross Inventories$527,531100.0%$297,874100.0%
Write-down of inventories(20,735)(3.9)(19,632)(6.6)
Inventories$506,79696.1%$278,24293.4%

We review inventory on a regular basis for excess, obsolete, and impaired inventory to evaluate write-downs to the lower of cost or net realizable value. Our use of different estimates and assumptions could produce different financial results.

Operating Lease Assets and Lease Liabilities. We recognize operating lease assets and lease liabilities in the consolidated balance sheets on the lease commencement date, based on the present value of the outstanding lease payments over the reasonably certain lease term. The lease term includes the non-cancelable period at the lease commencement date, plus any additional periods covered by our options to extend (or not to terminate) the leases that are reasonably certain to be exercised, or an option to extend (or not to terminate) a lease that is controlled by the lessor.

We discount unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, its incremental borrowing rate (IBR). We cannot determine the interest rate implicit in the lease because we do not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. Therefore, we derive a discount rate at the lease commencement date by utilizing our IBR, which is based on what we would have to pay on a collateralized basis to borrow an amount equal to our lease payments under similar terms. Because we do not currently borrow on a collateralized basis under our revolving credit facilities, we use the interest rate we pay on our non-collateralized borrowings under our Primary Credit Facility as an input for deriving an appropriate IBR, adjusted for the amount of the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.

Refer to Note 7, “Leases and Other Commitments,” of our consolidated financial statements in Part IV within this Annual Report for further information, including more details of our accounting policy elections and disclosures.

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Goodwill and Indefinite-Lived Intangible Assets. We do not amortize goodwill and indefinite-lived intangible assets but instead test for impairment annually, or when an event occurs or changes in circumstances indicate the carrying value may not be recoverable at the reporting unit level. First, we determine if, based on qualitative factors, it is more likely than not that an impairment exists. Qualitative factors considered include significant or adverse changes in consumer demand, historical financial performance, changes in management or key personnel, macroeconomic and industry conditions, and the legal and regulatory environment. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. The quantitative assessment requires an analysis of several best estimates and assumptions, including future sales and results of operations, discount rates, and other factors that could affect fair value or otherwise indicate potential impairment. We also consider the reporting units’ projected ability to generate income from operations and positive cash flow in future periods, as well as perceived changes in customer demand and acceptance of products, or other factors impacting our industry. The fair value assessment could change materially if different estimates and assumptions were used.

During the years ended March 31, 2022, and 2021, we performed our annual impairment assessment and evaluated the UGG and HOKA brands’ wholesale reportable operating segment goodwill as of December 31st and evaluated our Teva indefinite-lived trademarks as of October 31st. Based on the carrying amounts of the UGG and HOKA brands’ goodwill and Teva brand indefinite-lived trademarks, each of the brands’ actual fiscal year sales and results of operations, and the brands’ long-term forecasts of sales and results of operations as of their evaluation dates, we concluded that these assets were not impaired.

Refer to Note 1, “General,” and Note 3, “Goodwill and Other Intangible Assets,” of our consolidated financial statements in Part IV within this Annual Report for further information on our goodwill and indefinite-lived intangible assets and annual impairment assessment results.

Definite-Lived Intangible and Other Long-Lived Assets. Definite-lived intangible and other long-lived assets, including definite-lived trademarks, machinery and equipment, internal-use software, operating lease assets and related leasehold improvements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. At least quarterly, we evaluate factors that would necessitate an impairment assessment, which include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset or a significant decline in the observable market value of an asset, among others.

When an impairment-triggering event has occurred, we test for recoverability of the asset group’s carrying value using estimates of undiscounted future cash flows based on the existing service potential of the applicable asset group. In determining the service potential of a long-lived asset group, we consider the remaining useful life, cash-flow generating capacity, and physical output capacity. These estimates include the undiscounted future cash flows associated with future expenditures necessary to maintain the existing service potential. These assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If impaired, the asset or asset group is written down to fair value based on either discounted future cash flows or appraised values. An impairment loss, if any, would only reduce the carrying amount of long-lived assets in the group based on the fair value of the asset group.

We did not identify any definite-lived intangible asset impairments during the year ended March 31, 2022. During the year ended March 31, 2021, we recorded an impairment loss of $3,522 for the Sanuk brand definite-lived international trademark, driven by the strategic decision to focus primarily on future domestic growth, within our Sanuk brand wholesale reportable operating segment in SG&A expenses in the consolidated statements of comprehensive income.

During the years ended March 31, 2022, and 2021, we recorded impairment losses for other long-lived assets, primarily for certain retail store operating lease assets and related leasehold improvements due to performance or store closures, of $3,186 and $14,084, respectively, within our DTC reportable operating segment in SG&A expenses in the consolidated statements of comprehensive income.

Refer to Note 1, “General,” and Note 3, “Goodwill and Other Intangible Assets,” of our consolidated financial statements in Part IV within this Annual Report for further information on our definite-lived intangible and other long-lived assets.

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Performance-Based Compensation. In accordance with applicable accounting guidance, we recognize performance-based compensation expense, including performance-based stock compensation and annual cash bonus compensation, when it is deemed probable that the applicable performance criteria will be met. Performance-based compensation does not include time-based awards subject only to service-based conditions. We evaluate the probability of achieving the applicable performance criteria on a quarterly basis. Our probability assessment can fluctuate from quarter to quarter as we assess our projected results against performance criteria. As a result, the related performance-based compensation expense we recognize may also fluctuate from period to period.

At the beginning of each fiscal year, our Talent & Compensation Committee reviews our results of operations from the prior fiscal year, as well as the financial and strategic plan for future fiscal years. Our Talent & Compensation Committee then establishes specific annual financial and strategic goals. Vesting of performance-based stock compensation or recognition of cash bonus compensation is based on our achievement of certain targets for annual revenue, operating income, and pre-tax income, as well as achievement of predetermined individual financial performance criteria that is tailored to individual employees based on their roles and responsibilities with us. The performance criteria, as well as our annual targets, differ each fiscal year and are based on many factors, including our current business stage and strategies, our recent financial and operating performance, expected growth rates over the prior fiscal year’s performance, business and general economic conditions and market and peer group analysis.

Performance-based compensation expense decreased approximately $2,900 during the year ended March 31, 2022, compared to the year ended March 31, 2021. The primary reason for this net decrease was the lower achievement of the performance criteria governing our cash bonuses compared to the prior period, partially offset by the expected achievement of the maximum performance criteria for the 2021 and 2020 long-term incentive plan performance-based restricted stock units. Performance-based compensation expense is primarily recorded in SG&A expenses, with cash bonuses for certain employees recorded in cost of goods sold in the consolidated statements of comprehensive income.

Refer to Note 8, “Stock-Based Compensation,” of our consolidated financial statements in Part IV within this Annual Report for further information on our performance-based stock compensation.

Income Taxes. Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will be in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. We believe it is more likely than not that forecasted income, together with future reversals of existing taxable temporary differences, will be sufficient to recover our deferred tax assets. In the event that we determine all, or part of our net deferred tax assets are not realizable in the future, we will record an adjustment to the valuation allowance and a corresponding charge to earnings in the period such determination is made.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of US GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and results of operations. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recorded in the consolidated 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.

We determine on a regular basis the amount of undistributed earnings that will be indefinitely reinvested in our non-US operations. This assessment is based on the cash flow projections and operational and fiscal objectives of each of our US and foreign subsidiaries. A cash distribution of income from foreign subsidiaries that was previously taxed earnings and profits (PTEP) by the US Internal Revenue Service does not require recognition of a deferred tax liability as the liability has already been recognized under the Tax Reform Act. We have not changed our indefinite reinvestment assertion of foreign earnings other than PTEP.

Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV within this Annual Report for further information on our income taxes and tax strategy.

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