UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~June~~September 30, 2021


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-36436

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			95-3015862
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

250 Coromar Drive, Goleta, California 93117

(Address of principal executive offices and zip code)

(805) 967-7611

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DECK	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of the close of business on ~~July 29,~~October 21, 2021, the number of outstanding shares of the registrant's common stock, par value $0.01 per share, was ~~27,662,787.~~27,448,120.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

For the Three and Six Months Ended ~~June~~September 30, 2021

TABLE OF CONTENTS


		Page

	Cautionary Note Regarding Forward-Looking Statements	2

	PART I - Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	5
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures A ~~bout~~About Market Risk	3236
Item 4.	Controls and Procedures	3338

	PART II - Other Information
Item 1.	Legal Proceedings	3439
Item 1A.	Risk Factors	3539
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3540
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	*
Item 5.	Other Information	*
Item 6.	Exhibits	3641

	Signatures	3742

*Not applicable.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for our ~~first~~second fiscal quarter ended ~~June~~September 30, 2021 (Quarterly Report), and the information and documents incorporated by reference within this Quarterly Report, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements other than statements of historical fact contained in, or incorporated by reference within, this Quarterly Report. We have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions. Specifically, this Quarterly Report, and the information and documents incorporated by reference within this Quarterly Report, contain forward-looking statements relating to, among other things:

•the impacts of the COVID-19 global pandemic on our business, financial condition, results of operations and liquidity, and the business, financial condition, results of operations and liquidity of our customers, suppliers, and business partners;

•changes to our business resulting from changes in discretionary spending, consumer confidence, unemployment rates, retail store activity, tourist activity, and governmental restrictions;

•the impact of government orders, local authority mandates and expert agency guidance on retail store closures and operating restrictions;

•our business, operating, investing, capital allocation, marketing, and financing plans and strategies;

•the expansion of our brands and product offerings;

•changes to the geographic and seasonal mix of our brands and products;

•changes to our product distribution strategies, including the implementation of our product allocation and segmentation strategies;

•changes in consumer preferences impacting our brands and products, and the footwear and fashion industries;

•trends impacting the purchasing behavior of wholesale partners and consumers, including those impacting retail and e-commerce businesses;

•bankruptcies or other financial difficulties impacting our wholesale or other business partners;

•the impact of seasonality and weather on consumer behavior, demand for our products, and our results of operations;

•the impact of our efforts to continue to advance sustainable and socially conscious business operations, and the expectations and standards that our investors and other stakeholders have with respect to our environmental, social and governance practices;

•expansion of and investments in our Direct-to-Consumer capabilities, including our distribution facilities and e-commerce platforms;

•the operational challenges faced by our warehouse and distribution centers, our wholesale customers, our global third-party logistics providers, and third-party carriers, including as a result of global supply chain disruptions, and the related impacts on our ability to timely deliver products;

•availability of raw materials and manufacturing capacity, and reliability of overseas production and storage;

•commitments and contingencies, including with respect to operating leases, purchase obligations for product and raw materials, and legal or regulatory proceedings;

•the impacts of new or proposed legislation, tariffs, regulatory enforcement actions, or legal proceedings;

•the value of goodwill and other intangible assets, and potential write-downs or impairment charges;

•changes impacting our tax liability and effective tax rates;

•repatriation of earnings of non-United States (US) subsidiaries and any related tax impacts;

•the impact of the adoption of recent accounting pronouncements; and

•overall global economic, political, and social trends, including foreign currency exchange rate fluctuations, changes in interest rates, and changes in commodity pricing.

Forward-looking statements represent management’s current expectations and predictions about trends affecting our business and industry and are based on information available at the time such statements are made. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements predicted, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in Part II, Item 1A, "Risk Factors," and Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," within this Quarterly Report, as well as in our other filings with the Securities and Exchange Commission (SEC). You should read this Quarterly Report, including the information and documents incorporated by reference herein, in its entirety and with the understanding that our actual future results may be materially different from the results expressed or implied by these forward-looking statements. Moreover, new risks and uncertainties emerge from time to time and it is not possible for management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual future results to be materially different from any results expressed or implied by any forward-looking statements. Except as required by applicable law or the listing rules of the New York Stock Exchange, we expressly disclaim any intent or obligation to update any forward-looking statements. We qualify all our forward-looking statements with these cautionary statements.

Table of Contents

PART I. FINANCIAL INFORMATION

References within this Quarterly Report to "Deckers," "we," "our," "us," "management," or the "Company" refer to Deckers Outdoor Corporation, together with its consolidated subsidiaries. UGG® (UGG), ~~HOKA One One®~~HOKA® (HOKA), Teva® (Teva), Sanuk® (Sanuk), and Koolaburra® (Koolaburra) are some of the Company's trademarks. Other trademarks or trade names appearing elsewhere within this Quarterly Report are the property of their respective owners. Solely for convenience, the trademarks and trade names within this Quarterly Report are referred to without the ® and ™ symbols, but such references should not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

Unless otherwise indicated, all dollar amounts herein are expressed in thousands, except for per share or share data.

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(dollar and share data amounts in thousands, except par value)


		June 30, 2021		March 31, 2021			September 30, 2021		March 31, 2021
ASSETS	ASSETS			(AUDITED)		ASSETS			(AUDITED)
Cash and cash equivalents	Cash and cash equivalents	$	956,712	$	1,089,361	Cash and cash equivalents	$	746,211	$	1,089,361
Trade accounts receivable, net of allowances ($20,478 and $26,516 as of June 30, 2021 and March 31, 2021, respectively)		218,807		215,718
Inventories, net of reserves ($19,441 and $19,632 as of June 30, 2021 and March 31, 2021, respectively)		457,704		278,242
Trade accounts receivable, net of allowances ($28,962 and $26,516 as of September 30, 2021 and March 31, 2021, respectively)						Trade accounts receivable, net of allowances ($28,962 and $26,516 as of September 30, 2021 and March 31, 2021, respectively)	370,361		215,718
Inventories, net of reserves ($20,699 and $19,632 as of September 30, 2021 and March 31, 2021, respectively)						Inventories, net of reserves ($20,699 and $19,632 as of September 30, 2021 and March 31, 2021, respectively)	636,270		278,242
Prepaid expenses	Prepaid expenses	28,048		16,924		Prepaid expenses	26,611		16,924
Other current assets	Other current assets	61,089		44,244		Other current assets	50,282		44,244
Income tax receivable	Income tax receivable	3,838		6,310		Income tax receivable	13,815		6,310
Total current assets	Total current assets	1,726,198		1,650,799		Total current assets	1,843,550		1,650,799
Property and equipment, net of accumulated depreciation ($274,669 and $266,905 as of June 30, 2021 and March 31, 2021, respectively)		222,348		206,210
Property and equipment, net of accumulated depreciation ($272,523 and $266,905 as of September 30, 2021 and March 31, 2021, respectively)						Property and equipment, net of accumulated depreciation ($272,523 and $266,905 as of September 30, 2021 and March 31, 2021, respectively)	223,687		206,210
Operating lease assets	Operating lease assets	189,869		186,991		Operating lease assets	190,611		186,991
Goodwill	Goodwill	13,990		13,990		Goodwill	13,990		13,990
Other intangible assets, net of accumulated amortization ($78,199 and $77,473 as of June 30, 2021 and March 31, 2021, respectively)		41,383		41,945
Other intangible assets, net of accumulated amortization ($78,449 and $77,473 as of September 30, 2021 and March 31, 2021, respectively)						Other intangible assets, net of accumulated amortization ($78,449 and $77,473 as of September 30, 2021 and March 31, 2021, respectively)	40,819		41,945
Deferred tax assets, net	Deferred tax assets, net	40,817		37,194		Deferred tax assets, net	39,580		37,194
Other assets	Other assets	56,650		30,576		Other assets	58,195		30,576
Total assets	Total assets	$	2,291,255	$	2,167,705	Total assets	$	2,410,432	$	2,167,705
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY

Trade accounts payable	Trade accounts payable	393,635		231,632		Trade accounts payable	497,125		231,632
Accrued payroll	Accrued payroll	41,066		79,152		Accrued payroll	42,160		79,152
Operating lease liabilities	Operating lease liabilities	46,279		46,768		Operating lease liabilities	48,867		46,768
Other accrued expenses	Other accrued expenses	73,138		68,995		Other accrued expenses	70,658		68,995
Income taxes payable	Income taxes payable	40,967		36,920		Income taxes payable	17,191		36,920
Value added tax payable	Value added tax payable	5,448		4,901		Value added tax payable	6,962		4,901
Total current liabilities	Total current liabilities	600,533		468,368		Total current liabilities	682,963		468,368
Long-term operating lease liabilities	Long-term operating lease liabilities	185,777		176,274		Long-term operating lease liabilities	182,089		176,274
Income tax liability	Income tax liability	60,533		60,094		Income tax liability	56,332		60,094
Other long-term liabilities	Other long-term liabilities	25,425		18,744		Other long-term liabilities	25,302		18,744
Total long-term liabilities	Total long-term liabilities	271,735		255,112		Total long-term liabilities	263,723		255,112

Commitments and contingencies (Note 6)	Commitments and contingencies (Note 6)	0		0		Commitments and contingencies (Note 6)	0		0

Stockholders' equity	Stockholders' equity					Stockholders' equity
Common stock ($0.01 par value; 125,000 shares authorized; shares issued and outstanding of 27,663 and 27,910 as of June 30, 2021 and March 31, 2021, respectively)		277		279
Common stock ($0.01 par value; 125,000 shares authorized; shares issued and outstanding of 27,567 and 27,910 as of September 30, 2021 and March 31, 2021, respectively)						Common stock ($0.01 par value; 125,000 shares authorized; shares issued and outstanding of 27,567 and 27,910 as of September 30, 2021 and March 31, 2021, respectively)	276		279
Additional paid-in capital	Additional paid-in capital	208,763		203,310		Additional paid-in capital	206,770		203,310
Retained earnings	Retained earnings	1,223,339		1,257,379		Retained earnings	1,271,596		1,257,379
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(13,392)		(16,743)		Accumulated other comprehensive loss	(14,896)		(16,743)
Total stockholders' equity	Total stockholders' equity	1,418,987		1,444,225		Total stockholders' equity	1,463,746		1,444,225
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	2,291,255	$	2,167,705	Total liabilities and stockholders' equity	$	2,410,432	$	2,167,705

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(dollar and share data amounts in thousands, except per share data)


		Three Months Ended June 30,			Three Months Ended September 30,						Six Months Ended September 30,
			2021			2020			2021		2020		2021		2020
Net sales	Net sales		$	504,678		$	283,169	Net sales	$	721,902	$	623,525	$	1,226,580	$	906,694
Cost of sales	Cost of sales		244,175			140,603		Cost of sales	354,814		304,548		598,989		445,151
Gross profit	Gross profit		260,503			142,566		Gross profit	367,088		318,977		627,591		461,543
Selling, general, and administrative expenses	Selling, general, and administrative expenses		198,671			150,265		Selling, general, and administrative expenses	238,907		190,373		437,578		340,638
Income (loss) from operations			61,832			(7,699)
Income from operations								Income from operations	128,181		128,604		190,013		120,905
Interest income	Interest income		(482)			(674)		Interest income	(460)		(452)		(942)		(1,126)
Interest expense	Interest expense		896			1,190		Interest expense	913		1,205		1,809		2,395
Other income, net			(233)			(143)
Other expense (income), net								Other expense (income), net	48		(113)		(185)		(256)
Total other expense, net	Total other expense, net		181			373		Total other expense, net	501		640		682		1,013
Income (loss) before income taxes			61,651			(8,072)
Income tax expense (benefit)			13,527			(99)
Net income (loss)			48,124			(7,973)
Other comprehensive income (loss)
Unrealized gain on cash flow hedges, net of tax			1,458			353
Foreign currency translation gain			1,893			653
Total other comprehensive income			3,351			1,006
Comprehensive income (loss)			$	51,475		$	(6,967)
Net income (loss) per share
Income before income taxes								Income before income taxes	127,680		127,964		189,331		119,892
Income tax expense								Income tax expense	25,617		26,410		39,144		26,311
Net income								Net income	102,063		101,554		150,187		93,581
Other comprehensive (loss) income								Other comprehensive (loss) income
Unrealized gain (loss) on cash flow hedges, net of tax								Unrealized gain (loss) on cash flow hedges, net of tax	1,033		(800)		2,491		(447)
Foreign currency translation (loss) gain								Foreign currency translation (loss) gain	(2,537)		6,395		(644)		7,048
Total other comprehensive (loss) income								Total other comprehensive (loss) income	(1,504)		5,595		1,847		6,601
Comprehensive income								Comprehensive income	$	100,559	$	107,149	$	152,034	$	100,182
Net income per share								Net income per share
Basic	Basic		$	1.73		$	(0.28)	Basic	$	3.69	$	3.62	$	5.42	$	3.34
Diluted	Diluted		$	1.71		$	(0.28)	Diluted	$	3.66	$	3.58	$	5.37	$	3.30
Weighted-average common shares outstanding	Weighted-average common shares outstanding							Weighted-average common shares outstanding
Basic	Basic		27,813			28,001		Basic	27,651		28,046		27,731		28,024
Diluted	Diluted		28,062			28,001		Diluted	27,896		28,335		27,978		28,314

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(amounts in thousands)


		Three Months Ended June 30, 2021																			Six Months Ended September 30, 2021
					Additional Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss					Total Stockholders' Equity												Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Stockholders' Equity
		Common Stock									Common Stock
		Shares	Amount								Shares									Amount
Balance, March 31, 2021	Balance, March 31, 2021	27,910	$	279			$	203,310							$	1,257,379					$	(16,743)		$	1,444,225		Balance, March 31, 2021	27,910				$	279			$	203,310			$	1,257,379			$	(16,743)		$	1,444,225
Stock-based compensation	Stock-based compensation	1	—				5,469							—					—				5,469	Stock-based compensation		1					—				5,469				—				—			5,469

Exercise of stock options	Exercise of stock options	1	—		69				—			—					69			Exercise of stock options	1			—						69				—				—				69

Shares withheld for taxes	Shares withheld for taxes	—	—		(85)				—			—					(85)			Shares withheld for taxes	—			—					(85)				—				—				(85)
Repurchases of common stock	Repurchases of common stock	(249)	(2)		—				(82,164)			—					(82,166)			Repurchases of common stock	(249)			(2)					—				(82,164)				—				(82,166)
Net income	Net income	—	—		—				48,124			—					48,124			Net income	—			—					—				48,124				—				48,124
Total other comprehensive income	Total other comprehensive income	—	—		—				—			3,351					3,351			Total other comprehensive income	—			—					—				—				3,351				3,351
Balance, June 30, 2021	Balance, June 30, 2021	27,663	$	277	$	208,763			$	1,223,339		$	(13,392)				$	1,418,987		Balance, June 30, 2021	27,663			277					208,763				1,223,339				(13,392)				1,418,987
Stock-based compensation																				Stock-based compensation	1			—					6,288				—				—				6,288
Shares issued upon vesting																				Shares issued upon vesting	36			—					914				—				—				914

Shares withheld for taxes																				Shares withheld for taxes	—			—					(9,195)				—				—				(9,195)
Repurchases of common stock																				Repurchases of common stock	(133)			(1)					—				(53,806)				—				(53,807)
Net income																				Net income	—			—					—				102,063				—				102,063
Total other comprehensive loss																				Total other comprehensive loss	—			—					—				—				(1,504)				(1,504)
Balance, September 30, 2021																				Balance, September 30, 2021	27,567			$	276				$	206,770			$	1,271,596			$	(14,896)			$	1,463,746


		Three Months Ended June 30, 2020																			Six Months Ended September 30, 2020
					Additional Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss					Total Stockholders' Equity												Additional Paid-in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Stockholders' Equity
		Common Stock									Common Stock
		Shares	Amount								Shares									Amount
Balance, March 31, 2020	Balance, March 31, 2020	27,999	$	280			$	191,451							$	973,948					$	(25,559)		$	1,140,120		Balance, March 31, 2020	27,999				$	280			$	191,451			$	973,948			$	(25,559)		$	1,140,120
Stock-based compensation	Stock-based compensation	1	—				3,618							—					—				3,618	Stock-based compensation		1					—				3,618				—				—			3,618
Shares issued upon vesting	Shares issued upon vesting	1	—		—				—			—					—			Shares issued upon vesting	1			—						—				—				—				—
Exercise of stock options	Exercise of stock options	4	0		247				—			—					247			Exercise of stock options	4			—					247				—				—				247

Shares withheld for taxes	Shares withheld for taxes	—	—		(90)				—			—					(90)			Shares withheld for taxes	—			—					(90)				—				—				(90)

Net loss	Net loss	—	—		—				(7,973)			—					(7,973)			Net loss	—			—					—				(7,973)				—				(7,973)
Total other comprehensive income	Total other comprehensive income	—	—		—				—			1,006					1,006			Total other comprehensive income	—			—					—				—				1,006				1,006
Balance, June 30, 2020	Balance, June 30, 2020	28,005	$	280	$	195,226			$	965,975		$	(24,553)				$	1,136,928		Balance, June 30, 2020	28,005			280					195,226				965,975				(24,553)				1,136,928
Stock-based compensation																				Stock-based compensation	1			—					4,019				—				—				4,019
Shares issued upon vesting																				Shares issued upon vesting	60			1					697				—				—				698
Exercise of stock options																				Exercise of stock options	16			—					1,134				—				—				1,134

Shares withheld for taxes																				Shares withheld for taxes	—			—					(6,964)				—				—				(6,964)

Net income																				Net income	—			—					—				101,554				—				101,554
Total other comprehensive income																				Total other comprehensive income	—			—					—				—				5,595				5,595
Balance, September 30, 2020																				Balance, September 30, 2020	28,082			$	281				$	194,112			$	1,067,529			$	(18,958)			$	1,242,964

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)


		Three Months Ended June 30,					Six Months Ended September 30,
		2021		2020			2021		2020
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income (loss)		$	48,124	$	(7,973)
Reconciliation of net income (loss) to net cash (used in) provided by operating activities:
Net income						Net income	$	150,187	$	93,581
Reconciliation of net income to net cash used in by operating activities:						Reconciliation of net income to net cash used in by operating activities:
Depreciation, amortization, and accretion	Depreciation, amortization, and accretion	9,971		9,276		Depreciation, amortization, and accretion	19,931		19,499

Amortization on cloud computing arrangements	Amortization on cloud computing arrangements	377		84		Amortization on cloud computing arrangements	767		204

Bad debt (benefit) expense	Bad debt (benefit) expense	(2,454)		2,664		Bad debt (benefit) expense	(10)		7,163
Deferred tax benefit		(4,002)		(14)
Deferred tax (benefit) expense						Deferred tax (benefit) expense	(3,239)		1,503

Stock-based compensation	Stock-based compensation	5,558		3,687		Stock-based compensation	11,792		7,635

Loss (gain) on disposal of long lived assets		5		(22)

Loss on disposal of long lived assets						Loss on disposal of long lived assets	23		135

Impairment of operating lease assets and other long-lived assets		0		2,680
Impairment of operating lease assets and leasehold improvements						Impairment of operating lease assets and leasehold improvements	—		2,680

Gain on settlement of asset retirement obligations	Gain on settlement of asset retirement obligations	(10)		(38)		Gain on settlement of asset retirement obligations	—		(165)

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Trade accounts receivable, net	Trade accounts receivable, net	(633)		47,709		Trade accounts receivable, net	(154,633)		(147,832)
Inventories, net	Inventories, net	(179,463)		(123,355)		Inventories, net	(358,028)		(172,518)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(25,375)		(2,895)		Prepaid expenses and other current assets	(10,942)		(12,012)
Income tax receivable	Income tax receivable	2,472		(6,852)		Income tax receivable	(7,505)		(3,205)
Net operating lease assets and liabilities		6,645		(1,051)
Net operating lease assets and lease liabilities						Net operating lease assets and lease liabilities	5,947		(3,385)
Other assets	Other assets	(26,451)		(1,357)		Other assets	(28,387)		(2,417)
Trade accounts payable	Trade accounts payable	152,144		106,203		Trade accounts payable	256,028		162,289

Other accrued expenses	Other accrued expenses	(34,418)		(12,091)		Other accrued expenses	(37,673)		11,434
Income taxes payable	Income taxes payable	4,048		1,558		Income taxes payable	(19,729)		20,607
Other long-term liabilities	Other long-term liabilities	7,130		2,956		Other long-term liabilities	2,797		(1,157)
Net cash (used in) provided by operating activities		(36,332)		21,169
Net cash used in operating activities						Net cash used in operating activities	(172,674)		(15,961)

INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES

Purchases of property and equipment	Purchases of property and equipment	(15,515)		(9,253)		Purchases of property and equipment	(26,719)		(13,333)
Proceeds from sales of property and equipment	Proceeds from sales of property and equipment	0		41		Proceeds from sales of property and equipment	—		49

Net cash used in investing activities	Net cash used in investing activities	(15,515)		(9,212)		Net cash used in investing activities	(26,719)		(13,284)

FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES
Proceeds from short-term borrowings						Proceeds from short-term borrowings	—		9,100

Proceeds from issuance of stock						Proceeds from issuance of stock	914		698
Proceeds from exercise of stock options	Proceeds from exercise of stock options	69		247		Proceeds from exercise of stock options	69		1,381
Repurchases of common stock	Repurchases of common stock	(82,166)		0		Repurchases of common stock	(135,973)		—
Cash paid for shares withheld for taxes	Cash paid for shares withheld for taxes	(85)		(90)		Cash paid for shares withheld for taxes	(9,280)		(7,054)

Repayments of mortgage principal	Repayments of mortgage principal	0		(154)		Repayments of mortgage principal	—		(309)

Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(82,182)		3		Net cash (used in) provided by financing activities	(144,270)		3,816
Effect of foreign currency exchange rates on cash and cash equivalents	Effect of foreign currency exchange rates on cash and cash equivalents	1,380		545		Effect of foreign currency exchange rates on cash and cash equivalents	513		2,407
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(132,649)		12,505		Net change in cash and cash equivalents	(343,150)		(23,022)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	1,089,361		649,436		Cash and cash equivalents at beginning of period	1,089,361		649,436
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	956,712	$	661,941	Cash and cash equivalents at end of period	$	746,211	$	626,414

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

(continued)


		Three Months Ended June 30,					Six Months Ended September 30,
		2021		2020			2021		2020
SUPPLEMENTAL CASH FLOW DISCLOSURE	SUPPLEMENTAL CASH FLOW DISCLOSURE					SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the period	Cash paid during the period					Cash paid during the period
Income taxes, net of refunds of $0 and $797, as of June 30, 2021 and 2020, respectively		$	10,811	$	4,216
Income taxes, net of refunds of $71 and $1,292, as of September 30, 2021 and 2020, respectively						Income taxes, net of refunds of $71 and $1,292, as of September 30, 2021 and 2020, respectively	$	74,312	$	11,764
Interest	Interest	493		756		Interest	936		1,505
Operating leases	Operating leases	14,055		14,185		Operating leases	28,470		28,911
Non-cash investing activities	Non-cash investing activities					Non-cash investing activities
Accrued for purchases of property and equipment	Accrued for purchases of property and equipment	2,510		514		Accrued for purchases of property and equipment	5,959		3,598
Accrued for asset retirement obligations	Accrued for asset retirement obligations	3,288		0		Accrued for asset retirement obligations	3,505		323
Leasehold improvements acquired through tenant allowances	Leasehold improvements acquired through tenant allowances	4,061		0		Leasehold improvements acquired through tenant allowances	4,061		—

See accompanying notes to the condensed consolidated financial statements.

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

Note 1. General

The Company. Deckers Outdoor Corporation and its wholly owned subsidiaries (collectively, the Company) are global leaders in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. As part of its omni-channel platform, the Company's proprietary brands are aligned across its Fashion Lifestyle group, which includes the UGG and Koolaburra brands, and Performance Lifestyle group, which includes the HOKA, Teva, and Sanuk brands.

The Company sells its products through domestic and international retailers, international distributors, and directly to its global consumers through its Direct-to-Consumer (DTC) business, which is comprised of its retail stores and e‑commerce websites. Independent third-party contractors manufacture all of the Company's products. A significant part of the Company's business is seasonal, requiring it to build inventory levels during certain quarters in its fiscal year to support higher selling seasons, which contributes to variation in its results from quarter to quarter.

Basis of Presentation. The unaudited condensed consolidated financial statements and accompanying notes thereto (referred to herein as condensed consolidated financial statements) as of ~~June~~September 30, 2021 and for the three and six months ended ~~June~~September 30, 2021 and 2020 ~~were~~are prepared in accordance with generally accepted accounting principles in the United States (US GAAP) for interim financial information pursuant to Rule 10-01 of Regulation S-X issued by the SEC. Accordingly, the condensed consolidated financial statements do not include all the information and disclosures required by US GAAP for annual financial statements and accompanying notes thereto. The condensed consolidated balance sheet as of March 31, 2021 ~~was~~is derived from the Company's audited condensed consolidated financial statements. In the opinion of management, the condensed consolidated financial statements include all normal and recurring entries necessary to fairly present the results of the interim periods presented but are not necessarily indicative of actual results to be achieved for full fiscal years or other interim periods. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (prior fiscal year), which was filed with the SEC on May 28, 2021 (2021 Annual Report).

Consolidation. The condensed consolidated financial statements include the accounts of Deckers Outdoor Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications. Certain amounts from prior periods presented in the condensed consolidated statements of cash flows have been reclassified within net cash (used in) provided by operating activities to conform to the current period presentation, which had no net effect on our cash flows from operating activities. The prior periods presented generally include reclassifications between the following: Other long-term liabilities to Gain on settlement of asset retirement obligations and from Other assets to Amortization on cloud computing arrangements.

Use of Estimates. The preparation of the Company's condensed 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 management believes to be reasonable. In addition, the Company has considered the potential impact of the COVID-19 global pandemic (pandemic) on its business and operations. Although the full impact of the pandemic is unknown and cannot be reasonably estimated, the Company 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 the Company's financial condition, results of operations, and liquidity. To the extent there are differences between these estimates and actual results, the Company's condensed consolidated financial statements may be materially affected.

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

Significant areas requiring the use of management estimates and assumptions relate to inventory write-downs; trade accounts receivable allowances, including variable consideration for net sales provided to customers, such as allowances for doubtful accounts, sales discounts, and chargebacks; estimated sales return liability; contract assets and liabilities; inventory valuations and related reserves; stock-based compensation; impairment assessments, including valuations for goodwill, other intangible assets, and long-lived assets, as well as operating lease assets and lease liabilities; depreciation and amortization; income tax receivables and liabilities; uncertain tax positions; the fair value of financial instruments; the reasonably certain lease term; lease classification; and the Company's incremental borrowing rate utilized to discount its unpaid lease payments to measure its operating lease assets and lease liabilities.

Reportable Operating Segments. The Company's 6 reportable operating segments include the worldwide wholesale operations for each of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands, as well as DTC (collectively, the Company's reportable operating segments). Refer to Note 11, “Reportable Operating Segments,” for further information on the Company's reportable operating segments.

Recent Accounting Pronouncements. The Financial Accounting Standards Board has issued Accounting Standard Updates (ASUs) that have been recently adopted and not yet adopted by the Company for its annual and interim reporting periods, as stated below.

Recently Adopted. The following is a summary of each ASU recently adopted ~~during the three months ended June 30, 2021~~by and ~~the~~its impact on the ~~Company upon its adoption was as follows:~~Company:

Standard

Description

Impact Upon Adoption

ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes

Removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods, and reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.

The Company adopted this ASU on a retrospective basis beginning April 1, 2021 and concluded that this ASU did not have a material impact on its condensed consolidated financial statements.

Not Yet Adopted. The ~~applicable~~following is a summary of each ASU issued that is applicable to and has not yet been adopted, ~~by the Company,~~ as well as the planned period of adoption and the expected impact on the Company upon its ~~adoption, is as follows:~~

adoption:

Standard

Description

Planned Period of Adoption

Expected Impact Upon Adoption

ASU No. 2020-04,

Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting

(as amended by ASU 2021-01)

London Interbank Offered Rate (LIBOR) is a benchmark interest rate referenced in a variety of agreements that are used by all types of entities. At the end of 2021, banks will no longer be required to report information that is used to determine LIBOR. As a result, LIBOR could be discontinued. Other interest rates used globally could also be discontinued for similar reasons.

This ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. Guidance is limited for adoption through December 31, 2022.

Q3 FY 2023

The Company is currently evaluating the impact of the adoption of this ASU; however, the Company does not expect that the adoption will have a material impact on its condensed consolidated financial statements.

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

Note 2. 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.

Variable Consideration. Components of variable consideration include estimated sales discounts, markdowns or chargebacks, and sales returns. Estimates for variable consideration are based on the amounts earned or estimates to be claimed as an adjustment to sales. Estimated variable consideration is included in the transaction price to the extent it is probable that a significant reversal of the cumulative revenue recognized will not occur in a future period.

The Company's customer contracts do not have a significant financing component due to their short durations, which are typically effective for one year or less and have payment terms that are generally 30 to 60 days.

Sales Return Liability. Reserves are recorded for anticipated future returns of goods shipped prior to the end of the reporting period. In general, the Company accepts returns for damaged or defective products for up to one year. The Company also has 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.

Activity during the ~~three~~six months ended ~~June~~September 30, 2021 related to estimated sales returns ~~was~~is as follows:


		Recovery Asset		Refund Liability			Recovery Asset		Refund Liability
Balance, March 31, 2021	Balance, March 31, 2021	$	10,704	$	(37,717)	Balance, March 31, 2021	$	10,704	$	(37,717)
Net additions to sales return allowance*	Net additions to sales return allowance*	5,803		(20,896)		Net additions to sales return allowance*	11,861		(46,731)
Actual returns	Actual returns	(6,750)		27,883		Actual returns	(14,348)		58,532
Balance, June 30, 2021		$	9,757	$	(30,730)
Balance, September 30, 2021						Balance, September 30, 2021	$	8,217	$	(25,916)

Activity during the ~~three~~six months ended ~~June~~September 30, 2020 related to estimated sales returns ~~was~~is as follows:


		Recovery Asset		Refund Liability			Recovery Asset		Refund Liability
Balance, March 31, 2020	Balance, March 31, 2020	$	9,663	$	(25,667)	Balance, March 31, 2020	$	9,663	$	(25,667)
Net additions to sales return allowance*	Net additions to sales return allowance*	8,553		(25,782)		Net additions to sales return allowance*	17,984		(59,811)
Actual returns	Actual returns	(7,801)		23,573		Actual returns	(16,386)		51,685
Balance, June 30, 2020		$	10,415	$	(27,876)
Balance, September 30, 2020						Balance, September 30, 2020	$	11,261	$	(33,793)

*Net additions to the sales return liability include a provision for anticipated sales returns, which consists of both contractual return rights and discretionary authorized returns.

Contract ~~Assets and~~ Liabilities. ~~Contract assets represent the Company’s right to consideration subject to conditions other than the passage of time, such as additional performance obligations to be satisfied.~~ Contract liabilities are performance obligations that the Company expects to satisfy or relieve within the next 12 months, advance consideration obtained prior to satisfying a performance obligation, or unconditional obligations to provide goods or services under non-cancelable contracts before the transfer of goods or services to the customer has occurred. Contract ~~assets and~~ liabilities are recorded in other ~~current assets and other~~ accrued expenses ~~respectively,~~ in the condensed consolidated balance sheets.

Loyalty Programs. The Company has a loyalty program for the UGG brand in its DTC channel where consumers can earn rewards from qualifying purchases or activities. As of September 30, 2021 and March 31, 2021, the Company's contract liability for loyalty programs is $11,380 and $12,231, respectively.

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

~~Loyalty Programs~~. The Company has a consumer loyalty program for the UGG brand in its DTC channel where consumers can earn rewards from qualifying purchases or activities. As of June 30, 2021 and March 31, 2021, the Company's contract liability for loyalty programs was $11,111 and $12,231, respectively.

Deferred Revenue. Deferred revenue results when customer cash payments are received prior to transfer of control of ordered product, which occurs either when shipped or delivered in accordance with the contractual terms. These cash payments include amounts which are refundable. The Company ~~typically ships or delivers product and~~ recognizes deferred revenue into net sales in its wholesale ~~channel within 90 days of customer prepayment.~~channel. As of ~~June~~September 30, 2021 and March 31, 2021, the Company's contract liability for deferred revenue ~~was $18,309~~is $21,334 and $5,425, respectively.

Refer to Note 11, “Reportable Operating Segments,” for further information on the Company's disaggregation of revenue by reportable operating segment.

Note 3. Fair Value Measurements

The accounting standard for fair value measurements provides a framework for measuring fair value, which is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy under this accounting standard requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

•Level 1: Quoted prices in active markets for identical assets and liabilities.

•Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities.

•Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring the Company to develop its own assumptions.

The carrying amount of the Company’s financial instruments, which principally include cash and cash equivalents, trade accounts receivable, net; trade accounts payable, accrued payroll, and other accrued expenses, approximates fair value due to their short-term nature. The carrying amount of the Company’s short-term borrowings, which are considered Level 2 liabilities, approximates fair value based upon current rates and terms available to the Company for similar debt.

Assets and liabilities measured on a recurring basis at fair value in the condensed consolidated balance sheets are as follows:


				Measured Using									Measured Using
		June 30, 2021		Level 1		Level 2		Level 3			September 30, 2021		Level 1		Level 2		Level 3
Non-qualified deferred compensation asset	Non-qualified deferred compensation asset	$	9,659	$	9,659	$	0	$	0	Non-qualified deferred compensation asset	$	9,493	$	9,493	$	—	$	—
Non-qualified deferred compensation liability	Non-qualified deferred compensation liability	(9,670)		(9,670)		0		0		Non-qualified deferred compensation liability	(9,663)		(9,663)		—		—
Designated Derivative Contracts asset	Designated Derivative Contracts asset	1,924		0		1,924		0		Designated Derivative Contracts asset	3,286		—		3,286		—

Non-Designated Derivative Contracts asset	Non-Designated Derivative Contracts asset	335		0		335		0		Non-Designated Derivative Contracts asset	749		—		749		—


				Measured Using									Measured Using
		March 31, 2021		Level 1		Level 2		Level 3			March 31, 2021		Level 1		Level 2		Level 3
Non-qualified deferred compensation asset	Non-qualified deferred compensation asset	$	9,107	$	9,107	$	0	$	0	Non-qualified deferred compensation asset	$	9,107	$	9,107	$	—	$	—
Non-qualified deferred compensation liability	Non-qualified deferred compensation liability	(6,692)		(6,692)		0		0		Non-qualified deferred compensation liability	(6,692)		(6,692)		—		—

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

The Company sponsors a non-qualified deferred compensation plan that permits a select group of management employees to defer earnings to a future date on a non-qualified basis. Deferred compensation is recognized based on the fair value of the participants' accounts. A rabbi trust was established as a reserve for benefits payable under this plan, with the assets invested in Company-owned life insurance policies. As of ~~June~~September 30, 2021, the non-qualified deferred compensation asset of ~~$9,659 was~~$9,493 is recorded in other assets in the condensed consolidated balance sheets. As of ~~June~~September 30, 2021, the non-qualified deferred compensation liability of ~~$9,670 was~~$9,663 is recorded in the condensed consolidated balance sheets, with ~~$758~~$725 in other accrued expenses and ~~$8,912~~$8,938 in other long-term liabilities.

The fair value of foreign currency forward or option contracts are determined using quoted forward spot rates at the end of the applicable reporting period from counterparties, which are corroborated by market-based pricing (Level 2). The fair values of assets and liabilities associated with derivative instruments and hedging activities are recorded in other current assets and other accrued expenses, respectively, in the condensed consolidated balance sheets. Refer to Note 8, “Derivative Instruments,” for further information, including definitions of the terms Designated Derivative Contracts and Non-Designated Derivative Contracts.

Note 4. Income Taxes

Income tax expense ~~(benefit)~~ and the effective income tax rate were as follows:


		Three Months Ended June 30,				Three Months Ended September 30,								Six Months Ended September 30,
			2021				2020				2021			2020			2021			2020
Income tax expense (benefit)			$	13,527			$	(99)
Income tax expense										Income tax expense	$	25,617		$	26,410		$	39,144		$	26,311
Effective income tax rate	Effective income tax rate		21.9		%		1.2		%	Effective income tax rate	20.1		%	20.6		%	20.7		%	21.9		%

The tax provisions during the three and six months ended ~~June~~September 30, 2021 and 2020 were computed using the estimated effective income tax rate applicable to each of the domestic and foreign taxable jurisdictions for the fiscal year ending March 31, 2022 and were adjusted for discrete items that occurred within the periods presented above.

During the three months ended ~~June~~September 30, 2021, the ~~increase~~decrease in the effective income tax rate, compared to the prior period, was primarily due to ~~higher~~lower income from operations, as well as changes in the jurisdictional mix of worldwide income before income taxes forecasted for the fiscal year ending March 31, 2022, partially offset by lower net discrete tax benefits, primarily driven by increased reserves net of additional tax deductions for stock-based compensation recorded in the current period.

During the six months ended September 30, 2021, the decrease in the effective income tax rate, compared to the prior period, ~~which recognized a tax benefit~~was primarily due to ~~an operating loss.~~higher net discrete tax benefits related to increased tax deductions for stock-based compensation recorded in the current period, as well as changes in the jurisdictional mix of worldwide income before income taxes forecasted for the fiscal year ending March 31, 2022, partially offset by additional return to provision adjustments.

Note 5. Revolving Credit Facilities

Primary Credit Facility. In September 2018, the Company entered into a credit agreement ~~(Primary~~(as amended, the Primary Credit Facility) that provides for a five-year, $400,000 unsecured revolving credit facility, contains a $25,000 sublimit for the issuance of letters of credit, and matures on September 20, 2023.

At the Company's election, interest under the Primary Credit Facility is tied to the adjusted LIBOR or the alternate base rate (ABR). Interest for borrowings made in foreign currencies is based on currency-specific LIBOR or the Canadian deposit offered rate (CDOR) if made in Canadian dollars. As of ~~June~~September 30, 2021, the effective interest rates for US dollar LIBOR and ABR ~~were 1.23%~~are 1.21% and 3.38%, respectively.

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

During the ~~three~~six months ended ~~June~~September 30, 2021, the Company made 0no borrowings or repayments under the Primary Credit Facility. As of ~~June~~September 30, 2021, the Company ~~had 0~~has no outstanding balance, outstanding letters of credit of $549, and available borrowings of $399,451 under the Primary Credit Facility.

China Credit Facility. In August 2013, Deckers (Beijing) Trading Co., Ltd., a wholly owned subsidiary of the Company, entered into a credit agreement in China (as amended, the China Credit Facility) that provides for an uncommitted revolving line of credit of up to CNY300,000, or ~~$46,434,~~$46,445, with an overdraft facility sublimit of CNY100,000, or ~~$15,478.~~$15,482.

~~Table of Contents~~

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~For the Three Months Ended June 30, 2021 and 2020~~

~~(dollar amounts in thousands, except share and per share data)~~

The China Credit Facility is payable on demand and subject to annual review with a defined aggregate period of borrowing of up to 12 months. The obligations under the China Credit Facility are guaranteed by the Company for 108.5% of the facility amount in US dollars. Interest is based on the People’s Bank of China (PBOC) market rate multiplied by a variable liquidity factor. As of ~~June~~September 30, 2021, the effective interest rate ~~was~~is 4.15%.

During the ~~three~~six months ended ~~June~~September 30, 2021, the Company made 0no borrowings ~~and~~or repayments under the China Credit Facility. As of ~~June~~September 30, 2021, the Company ~~had 0~~has no outstanding balance, outstanding bank guarantees of $31, and available borrowings of ~~$46,403~~$46,414 under the China Credit Facility.

Japan Credit Facility. In March 2016, Deckers Japan, G.K., a wholly owned subsidiary of the Company, entered into a credit agreement in Japan (as amended, the Japan Credit Facility) that provides for an uncommitted revolving line of credit of up to JPY3,000,000, or ~~$27,088,~~$26,854, for a maximum term of six months for each draw on the facility. The Japan Credit Facility can be renewed annually and is guaranteed by the Company. Interest is based on the Tokyo Interbank Offered Rate (TIBOR) plus 0.40%. As of ~~June~~September 30, 2021, the effective interest rate ~~was 0.49%~~is 0.48%.

During the ~~three~~six months ended ~~June~~September 30, 2021, the Company made 0no borrowings or repayments under the Japan Credit Facility. As of ~~June~~September 30, 2021, the Company ~~had 0~~has no outstanding balance and available borrowings of ~~$27,088~~$26,854 under the Japan Credit Facility.

Debt Covenants. As of ~~June~~September 30, 2021, the Company ~~was~~is in compliance with all financial covenants under the credit facilities.

Note 6. Commitments and Contingencies

Leases. The Company primarily leases retail stores, showrooms, offices, and distribution facilities under operating lease contracts. Some of the Company's operating leases contain extension options between one and 15 years. Historically, the Company has not entered into finance leases and its lease agreements generally do not contain residual value guarantees, options to purchase underlying assets, or material restrictive covenants.

Supplemental information for amounts presented in the condensed consolidated statements of cash flows related to operating leases, was as follows:

Three Months Ended June 30,
2021 2020
Non-cash operating activities
Operating lease assets obtained in exchange for lease liabilities* $ 13,364 $ 2,491
Reductions to operating lease assets for reductions to lease liabilities* (381) (1,937)


	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Non-cash operating activities
Operating lease assets obtained in exchange for lease liabilities*	$	12,930	$	3,378	$	26,294	$	5,869
Reductions to operating lease assets for reductions to lease liabilities*	(243)		(476)		(624)		(2,413)

*Amounts disclosed include non-cash additions or reductions resulting from lease remeasurements.

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

Litigation. From time to time, the Company is involved in various legal proceedings and claims arising in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on it business, results of operations, financial condition, or cash flows. However, regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management time and resources, and other factors.

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~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~For the Three Months Ended June 30, 2021 and 2020~~

~~(dollar amounts in thousands, except share and per share data)~~

On March 28, 2016, the Company filed a lawsuit alleging trademark infringement, patent infringement, unfair competition and violation of deceptive trade practices in the US District Court for the Northern District of Illinois Eastern Division (District Court) against Australian Leather. Australian Leather counterclaimed alleging that the UGG brand trademark is invalid. On May 10, 2019, a jury returned a verdict in the Company's favor in its lawsuit against Australian Leather. The District Court entered judgments upholding the UGG brand trademark on February 6 and June 8, 2020. On August 12, 2020, Australian Leather filed an appeal to the US Court of Appeals for the Federal ~~Circuit.~~Circuit (Court of Appeals). On May 7, 2021, the US Court of Appeals affirmed the District Court’s ruling dismissing Australian Leather’s affirmative defenses and counterclaims and upholding the UGG brand trademark. ~~It is reasonably possible~~On October 4, 2021, Australian Leather ~~will challenge~~filed a petition for writ of certiorari asking the US Supreme Court to review the decision of the Court of Appeals.

Note 7. Stock-Based Compensation

From time to time, the Company grants various types of stock-based compensation under the 2015 Stock Incentive Plan, as amended (2015 SIP), including time-based restricted stock units (RSUs), performance-based restricted stock units (PSUs), stock appreciation rights, and non-qualified stock options (NQSOs). The Company typically makes annual grants of RSUs (Annual RSUs) and PSUs (Annual PSUs), as well as long-term incentive plan (LTIP) awards, to key personnel, including employees and directors. During the ~~three~~six months ended ~~June~~September 30, 2021, except for the Annual RSU and LTIP PSU grant activity summarized below, 0no additional awards were granted under the 2015 SIP.

Annual Awards. The Company granted annual awards under the 2015 SIP, as recorded in the condensed consolidated statements of comprehensive income, as summarized below:

Three Months Ended June 30,
2021 2020
Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share
Annual RSUs 4,073 $ 335.87 33,895 $ 200.71


	Six Months Ended September 30,
	2021			2020
	Shares Granted	Weighted-average grant date fair value per share		Shares Granted	Weighted-average grant date fair value per share
Annual RSUs	37,764	$	386.69	34,211	$	200.83

Stock-based compensation is recorded net of estimated forfeitures in selling, general, and administrative (SG&A) expenses in the condensed consolidated statements of comprehensive income. The Annual RSUs typically vest in equal annual installments over three years following the date of grant. The Annual PSUs are typically earned based on the achievement of pre-established Company performance criteria measured over the fiscal year during which they are granted and, to the extent the performance criteria are met, vest in equal annual installments over three years thereafter. Future unrecognized stock-based compensation expense for Annual RSUs and Annual PSUs outstanding as of ~~June~~September 30, 2021 ~~was $8,439.~~

Subsequent to June 30, 2021 through July 29, 2021, the Company granted 31,360 Annual RSUs under the 2015 SIP, with vesting conditions as described above, at a weighted-average grant date fair value of $389.86 per share.is $17,361.

Long-Term Incentive Plan Awards. ~~Future unrecognized stock-based compensation expense for the target level of LTIP PSUs outstanding as of June 30, 2021, including the 19,890 2021 LTIP PSUs issued in March 2021~~In July and ~~the 38,174 2020 LTIP PSUs issued in September 2019, was $13,574~~.

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~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~For the Three Months Ended June 30, 2021 and 2020~~

~~(dollar amounts in thousands, except share and per share data)~~

~~Subsequent to June 30, 2021 through July 29,~~August 2021, the Company ~~granted 24,495~~approved awards under the 2015 SIP for the issuance of PSUs (2022 LTIP PSUs) ~~at a weighted-average grant date fair value of $432.17 per share,~~, which were awarded to certain members of the Company's management team, including the Company's named executive officers and vice presidents. The 2022 LTIP PSUs are subject to vesting based on service conditions over three years. The Company must meet certain revenue and pre-tax income performance targets individually over three reporting periods for the fiscal years ending March 31, 2022, 2023, and 2024 (collectively, the Measurement Periods) and incorporates a relative total stockholder return (TSR) modifier for the 36-month period (commencing April 1, 2021) ending March 31, 2024 (collectively, the

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

Performance Periods). To the extent financial performance is achieved above the threshold levels for each of these performance criteria, the number of 2022 LTIP PSUs that vest will increase up to a maximum of 200% of the targeted amount for that award. No vesting of any portion of the 2022 LTIP PSUs will occur if the Company fails to achieve the minimum revenue and pre-tax income amounts for each reporting period equal to at least 100% of the threshold amounts for these criteria. Following the determination of the Company’s achievement with respect to the revenue and pre-tax income criteria for the Measurement Periods, the vesting of each 2022 LTIP PSU will be subject to adjustment based on the application of a relative TSR modifier. The amount of the adjustment will be determined based on a comparison of the Company's TSR relative to the TSR of a pre-determined set of peer group companies for the Performance Periods. A Monte-Carlo simulation model was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company and each member of the peer group over the Performance Periods.

The Company granted awards at the target performance level of 26,347 2022 LTIP PSUs during the three months ended September 30, 2021. The weighted-average grant date fair value per share of these 2022 LTIP PSUs was $435.94. Based on the Company's current long-range forecast, the Company determined that the achievement of at least the target performance criteria for these awards was probable as of the grant date.

Future unrecognized stock-based compensation expense for the target level of all LTIP PSUs outstanding as of September 30, 2021, including the 2022 LTIP PSUs discussed above, the 19,890 2021 LTIP PSUs issued in March 2021, and the 38,174 2020 LTIP PSUs issued in September 2019, is $20,351.

Refer to Note 8, “Stock-Based Compensation,” of our consolidated financial statements in Part IV of our 2021 Annual Report for further information on previously granted awards under the 2015 SIP.

Note 8. Derivative Instruments

The Company may enter into foreign currency forward or option contracts (derivative contracts), generally with maturities of 15 months or less, to manage foreign currency risk on expected cash flows and certain existing assets and liabilities, primarily intercompany balances. Certain of these derivative contracts are designated as cash flow hedges of forecasted sales (Designated Derivative Contracts). The Company may also enter into derivative contracts that are not designated as cash flow hedges (Non-Designated Derivative Contracts), to offset a portion of anticipated gains and losses on certain intercompany balances until the expected time of repayment. The after-tax unrealized gains or losses from changes in the fair value of Designated Derivative Contracts are recorded as a component of accumulated other comprehensive loss (AOCL) and are reclassified to net sales in the condensed consolidated statements of comprehensive income in the same period or periods as the related sales are recognized. The Company includes all hedge components in its assessment of effectiveness for its derivative contracts.

Changes in the fair value of Non-Designated Derivative Contracts are recorded in SG&A expenses in the condensed consolidated statements of comprehensive income. The changes in fair value for these contracts are generally offset by the remeasurement gains or losses associated with the underlying foreign currency-denominated intercompany balances, which are recorded in SG&A expenses in the condensed consolidated statements of comprehensive income.

As of ~~June~~September 30, 2021, the Company ~~had~~has the following derivative contracts recorded at fair value in the condensed consolidated balance sheets:

Designated
Derivative Contracts Non-Designated Derivative Contracts Total
Notional value $ 103,488 $ 16,464 $ 119,952
Fair value recorded in other current assets 1,924 335 2,259

As of June 30, 2021, the Company's outstanding derivative contracts were held by an aggregate of 4 counterparties, all with various maturity dates within the next nine months. As of March 31, 2021, the Company had 0 outstanding derivative contracts.


	Designated Derivative Contracts		Non-Designated Derivative Contracts		Total
Notional value	$	76,266	$	28,395	$	104,661
Fair value recorded in other current assets	3,286		749		4,035

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

As of September 30, 2021, the Company's outstanding derivative contracts are held by an aggregate of 4 counterparties, all with various maturity dates within the next six months. As of March 31, 2021, the Company has no outstanding derivative contracts.

The following table summarizes the effect of Designated Derivative Contracts and the related income tax effects recorded in the condensed consolidated statements of comprehensive income for changes in AOCL:

Three Months Ended June 30,
2021 2020
Gain recorded in Other comprehensive income $ 1,924 $ 464
Income tax expense in Other comprehensive income (466) (111)
Total $ 1,458 $ 353


	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Gain (loss) recorded in Other comprehensive income	$	2,125	$	(1,173)	$	4,049	$	(709)
Reclassifications from Accumulated other comprehensive loss into net sales	(762)		121		(762)		121
Income tax (expense) benefit in Other comprehensive income	(330)		252		(796)		141
Total	$	1,033	$	(800)	$	2,491	$	(447)

The following table summarizes the effect of Non-Designated Derivative ~~Contracts:~~Contracts recorded in the condensed consolidated statements of comprehensive income:

Three Months Ended June 30,
2021 2020
Gain recorded in SG&A expenses $ 335 $ 0


	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Gain recorded in SG&A expenses	$	413	$	42	$	748	$	42

The non-performance risk of the Company and the counterparties did not have a material impact on the fair value of its derivative contracts. As of ~~June~~September 30, 2021, the amount of unrealized gains on derivative contracts recorded in AOCL is expected to be reclassified into net sales within the next ~~nine~~six months. Refer to Note 9, “Stockholders' Equity,” for further information on the components of AOCL.

Subsequent to June 30, 2021 through July 29, 2021, the Company entered into Designated and Non-Designated Derivative Contracts measured at fair value with notional values totaling $6,942 and $11,930, respectively, which are collectively expected to mature within the next nine months. As of July 29, 2021, the Company’s outstanding hedging contracts were held by an aggregate of 4 counterparties.

Note 9. Stockholders' Equity

Stock Repurchase Programs. The Company's Board of Directors has authorized various stock repurchase programs pursuant to which the Company may repurchase shares of its common stock, and, during April 2021, approved an additional authorization of $750,000 to repurchase the Company's common stock under the same conditions as the prior stock repurchase program (collectively, stock repurchase programs). The Company's stock repurchase programs do not obligate it to acquire any amount of common stock and may be suspended at any time at the Company's discretion. As of ~~June~~September 30, 2021, the aggregate remaining approved amount under the Company's stock repurchase programs ~~was $728,495.~~is $674,687.

Stock repurchase activity under these programs for the ~~three~~six months ended ~~June~~September 30, 2021 was as follows:


	Amounts
Total number of shares repurchased*	~~249,331~~381,861
Average price paid per share	$	~~329.55~~356.08
Dollar value of shares repurchased	$	~~82,166~~135,973

*Any share repurchases are made as part of publicly announced programs in open-market transactions.

~~Accumulated Other Comprehensive Loss.~~ ~~The components within AOCL recorded in~~Subsequent to September 30, 2021 through October 21, 2021, the ~~condensed consolidated balance sheets are as follows:~~

June 30, 2021 March 31, 2021
Unrealized gain on cash flow hedges, net of tax $ 1,458 $ 0
Cumulative foreign currency translation loss (14,850) (16,743)
Total $ (13,392) $ (16,743)

Company repurchased 130,517 shares for $46,684 at an average price of $357.69 per share, and has $628,003 remaining authorized under the stock repurchase programs.

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

Accumulated Other Comprehensive Loss. The components within AOCL recorded in the condensed consolidated balance sheets are as follows:


	September 30, 2021		March 31, 2021
Unrealized gain on cash flow hedges, net of tax	$	2,491	$	—
Cumulative foreign currency translation loss	(17,387)		(16,743)
Total	$	(14,896)	$	(16,743)

Note 10. Basic and Diluted Shares

The reconciliation of basic to diluted weighted-average common shares outstanding iswas as follows:


		Three Months Ended June 30,		Three Months Ended September 30,				Six Months Ended September 30,
			2021		2020		2021	2020	2021	2020
Basic	Basic		27,813,000		28,001,000	Basic	27,651,000	28,046,000	27,731,000	28,024,000
Dilutive effect of equity awards	Dilutive effect of equity awards		249,000		0	Dilutive effect of equity awards	245,000	289,000	247,000	290,000
Diluted	Diluted		28,062,000		28,001,000	Diluted	27,896,000	28,335,000	27,978,000	28,314,000

Excluded	Excluded					Excluded
Annual RSUs and Annual PSUs	Annual RSUs and Annual PSUs		0		194,000	Annual RSUs and Annual PSUs	2,000	—	10,000	23,000
LTIP PSUs	LTIP PSUs		104,000		153,000	LTIP PSUs	145,000	153,000	145,000	153,000
LTIP NQSOs			0		299,000

Deferred Non-Employee Director Equity Awards	Deferred Non-Employee Director Equity Awards		0		5,000	Deferred Non-Employee Director Equity Awards	—	—	—	3,000

Excluded Awards. The equity awards excluded from the calculation of the dilutive effect have been excluded due to one of the following: (1) the shares were anti-dilutive; (2) the necessary conditions had not been satisfied for the shares to be deemed issuable based on the Company's performance for the relevant performance period; or (3) the Company recorded a net loss during the period presented (such that inclusion of these equity awards in the calculation would have been anti-dilutive). The number of shares stated for each of these excluded awards is the maximum number of shares issuable pursuant to these awards. For those awards subject to the achievement of performance criteria, the actual number of shares to be issued pursuant to such awards will be based on Company performance in future periods, net of forfeitures, and may be materially lower than the number of shares presented, which could result in a lower dilutive effect, respectively.

Note 11. Reportable Operating Segments

Information reported to the Chief Operating Decision Maker (CODM), who is the Company's Chief Executive Officer (CEO), President, and Principal Executive Officer (PEO), is organized into the Company's 6 reportable operating segments and is consistent with how the CODM evaluates performance and allocates resources. The Company does not consider international operations to be a separate reportable operating segment, and the CODM reviews such operations in the aggregate with the reportable operating segments.

The Company evaluates reportable operating segment performance primarily based on net sales and income (loss) from operations. The wholesale operations of each brand are generally managed separately because each requires different marketing, research and development, design, sourcing, and sales strategies. The income (loss) from operations of each of the reportable operating segments includes only those costs which are specifically related to each reportable operating segment, which consist primarily of cost of sales, research and development, design, sales and marketing, depreciation, amortization, and the direct costs of employees within those reportable operating segments. The Company does not allocate corporate overhead costs or non-operating income and expenses to reportable operating segments, which include unallocable overhead costs associated with the Company's warehouse and distribution centers (DC), certain executive and stock-based compensation, accounting,

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)

finance, legal, information technology, human resources, and facilities, among others. Inter-segment sales between the Company’s wholesale and the DTC reportable operating segments are at the Company’s cost, and there is no inter-segment net sales nor income (loss) from operations within the respective reportable operating segments results as these transactions are eliminated in consolidation.

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~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

~~For the Three Months Ended June 30, 2021 and 2020~~

~~(dollar amounts in thousands, except share and per share data)~~

Reportable operating segment information, with a reconciliation to the condensed consolidated statements of comprehensive income, was as follows:

Three Months Ended June 30,
2021 2020
Net sales
UGG brand wholesale $ 135,056 $ 43,428
HOKA brand wholesale 151,147 70,619
Teva brand wholesale 43,359 21,411
Sanuk brand wholesale 10,382 7,228
Other brands wholesale 4,306 635
Direct-to-Consumer 160,428 139,848
Total $ 504,678 $ 283,169


		Three Months Ended June 30,			Three Months Ended September 30,						Six Months Ended September 30,
			2021			2020			2021		2020		2021		2020
Income (loss) from operations
Net sales								Net sales
UGG brand wholesale	UGG brand wholesale		$	35,838		$	(3,735)	UGG brand wholesale	$	348,776	$	291,994	$	483,832	$	335,422
HOKA brand wholesale	HOKA brand wholesale		46,363			17,235		HOKA brand wholesale	146,980		108,117		298,127		178,736
Teva brand wholesale	Teva brand wholesale		14,503			4,202		Teva brand wholesale	19,211		17,746		62,570		39,157
Sanuk brand wholesale	Sanuk brand wholesale		3,404			488		Sanuk brand wholesale	7,020		6,085		17,402		13,313
Other brands wholesale	Other brands wholesale		2,707			(1,270)		Other brands wholesale	23,253		27,672		27,559		28,307
Direct-to-Consumer	Direct-to-Consumer		39,683			31,027		Direct-to-Consumer	176,662		171,911		337,090		311,759
Unallocated overhead costs			(80,666)			(55,646)
Total	Total		$	61,832		$	(7,699)	Total	$	721,902	$	623,525	$	1,226,580	$	906,694


	Three Months Ended September 30,				Six Months Ended September 30,
	2021		2020		2021		2020
Income (loss) from operations
UGG brand wholesale	$	121,701	$	106,726	$	157,539	$	102,991
HOKA brand wholesale	43,294		33,826		89,657		51,061
Teva brand wholesale	4,908		4,762		19,411		8,964
Sanuk brand wholesale	1,523		1,139		4,927		1,627
Other brands wholesale	8,158		9,869		10,865		8,599
Direct-to-Consumer	38,734		43,284		78,417		74,311
Unallocated overhead costs	(90,137)		(71,002)		(170,803)		(126,648)
Total	$	128,181	$	128,604	$	190,013	$	120,905

Assets allocated to each reportable operating segment include trade accounts receivable, net; inventories, net; property and equipment, net; operating lease assets, goodwill, other intangible assets, net; and certain other assets that are specifically identifiable for one of the Company's reportable operating segments. Unallocated assets are those assets not directly related to a specific reportable operating segment and generally include cash and cash equivalents, deferred tax assets, net; and various other corporate assets shared by the Company's reportable operating segments.

Assets allocated to each reportable operating segment, with a reconciliation to the condensed consolidated balance sheets, are as follows:

June 30, 2021 March 31, 2021
Assets
UGG brand wholesale $ 409,027 $ 212,277
HOKA brand wholesale 176,098 168,365
Teva brand wholesale 62,270 87,284
Sanuk brand wholesale 37,117 38,311
Other brands wholesale 25,810 18,732
Direct-to-Consumer 192,831 196,091
Total assets from reportable operating segments 903,153 721,060


	September 30, 2021		March 31, 2021
Assets
UGG brand wholesale	$	736,080	$	212,277
HOKA brand wholesale	171,783		168,365
Teva brand wholesale	43,390		87,284
Sanuk brand wholesale	33,437		38,311

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DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended ~~June~~September 30, 2021 and 2020

(dollar amounts in thousands, except share and per share data)


		June 30, 2021		March 31, 2021			September 30, 2021		March 31, 2021
Other brands wholesale						Other brands wholesale	50,932		18,732
Direct-to-Consumer						Direct-to-Consumer	197,227		196,091
Total assets from reportable operating segments						Total assets from reportable operating segments	1,232,849		721,060
Unallocated cash and cash equivalents	Unallocated cash and cash equivalents	956,712		1,089,361		Unallocated cash and cash equivalents	746,211		1,089,361
Unallocated deferred tax assets, net	Unallocated deferred tax assets, net	40,817		37,194		Unallocated deferred tax assets, net	39,580		37,194
Unallocated other corporate assets	Unallocated other corporate assets	390,573		320,090		Unallocated other corporate assets	391,792		320,090
Total	Total	$	2,291,255	$	2,167,705	Total	$	2,410,432	$	2,167,705

Note 12. Concentration of Business

Regions and Customers. The Company sells its products to customers throughout the US and to foreign customers in various countries, with concentrations that were as follows:

Three Months Ended June 30,
2021 2020
International net sales $ 168,619 $ 98,869
% of net sales 33.4 % 34.9 %
Net sales in foreign currencies $ 89,433 $ 55,683
% of net sales 17.7 % 19.7 %
Ten largest customers as % of net sales 26.5 % 22.1 %


	Three Months Ended September 30,						Six Months Ended September 30,
	2021			2020			2021			2020
International net sales	$	207,267		$	196,113		$	375,886		$	294,982
% of net sales	28.7		%	31.5		%	30.6		%	32.5		%
Net sales in foreign currencies	$	158,548		$	156,671		$	247,981		$	212,354
% of net sales	22.0		%	25.1		%	20.2		%	23.4		%
Ten largest customers as % of net sales	35.5		%	31.9		%	31.6		%	27.3		%

For the three and six months ended ~~June~~September 30, 2021 and 2020, no single foreign country comprised 10.0% or more of the Company's total net sales. No single customer accounted for 10.0% or more of the Company's net sales during the three and six months ended ~~June~~September 30, 2021 ~~compared to one customer that was 10.7% of the Company's net sales during the three months ended June 30,~~and 2020.

The Company sells its products to customers for trade accounts receivable and, as of ~~June~~September 30, 2021 and March 31, 2021, ~~had~~has one customer that was ~~14.0%~~12.5% and 12.8%, respectively, of trade accounts receivable, net. Management performs regular evaluations concerning the ability of the Company’s customers to satisfy their obligations to the Company and recognizes an allowance for doubtful accounts based on these evaluations.

Suppliers. The Company's production is concentrated at a limited number of independent manufacturing factories, primarily in Asia. Sheepskin is the principal raw material for certain UGG brand products and most of the Company's sheepskin is purchased from 2 tanneries in China, which is sourced primarily from Australia and the United Kingdom (UK). The Company believes significant factors affecting the price of sheepskin include weather patterns, harvesting decisions, incidence of disease, the price of other commodities such as wool and leather, the demand for the Company's products and the products of its competitors, the use of substitute products or components, and global economic conditions.

Long-Lived Assets. Long-lived assets, which consist of property and equipment, net, recorded in the condensed consolidated balance sheets, are as follows:


		June 30, 2021		March 31, 2021			September 30, 2021		March 31, 2021
US	US	$	211,429	$	194,833	US	$	212,017	$	194,833
Foreign*	Foreign*	10,919		11,377		Foreign*	11,670		11,377
Total	Total	$	222,348	$	206,210	Total	$	223,687	$	206,210

*No single foreign country’s property and equipment, net, represented 10.0% or more of the Company’s total property and equipment, net, as of ~~June~~September 30, 2021 and March 31, 2021.

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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 of our 2021 Annual Report.

Certain statements made in this section constitute "forward-looking statements," which are subject to numerous risks and uncertainties, including those described in this section. 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 entitled “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. 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 third-party manufacturers.

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:

COVID-19 Pandemic

•Geographic regions in which we ~~operate, including~~and our ~~Company-owned retail stores, and in which our wholesale~~business partners ~~manufacturers, and suppliers~~ operate continue to experience the impacts of the pandemic, ~~particularly in light of the~~including recent increases in the number of positive COVID-19 ~~cases. While we~~cases in certain locations, which may result in additional or prolonged facility closures, further disrupt our supply chain, prompt changes in consumer behavior, or reduce discretionary spending. Such factors are beyond our control and could elicit further actions and recommendations from governments and public health officials which could negatively impact our business and results of operations. We believe the actions we have taken to respond to the pandemic, combined with our strong brands, diversified product portfolio, and favorable liquidity position have ~~resulted in strong operational performance throughout~~helped to mitigate the ~~pandemic, the full~~ impact of the pandemic on our business ~~continues~~thus far, however the impacts from the pandemic continue to be uncertain and subject to change.

Supply Chain

•Similar to other companies in our industry, our ~~owned DC as well as our~~ network of strategic sourcing partners, which includes material vendors ~~third-party logistics providers, third-party carriers,~~ and ~~third-party~~ manufacturers, are actively experiencing ~~disruptions~~delays and ~~delays~~disruptions related to ~~global~~ COVID-19 outbreaks, including government-mandated shutdowns. However, due to the ~~closure~~low exposure of ~~certain manufacturing~~our partners' facilities in Southern Vietnam, combined with our dual sourcing capabilities enabling production shifts to alternate locations, our strategic product prioritization, and the seasonality of our business, we have been able to mitigate against significant production disruptions thus far. Consequently, we currently do not expect such sourcing and production ~~lines. We are also experiencing~~disruptions to cause a material negative top-line net sales effect on our results of operations for the full fiscal year ending March 31, 2022 (current fiscal year). Furthermore, as part of our ongoing sourcing strategy, production capacity constraints and cost pressure related to container shortages and port congestion that are causing shipping delays and may lead to higher usage of air freight and higher container shipment costs in future periods. These challengeshas been added or reallocated within existing sourcing partners, while additional long-term strategy sourcing partners have been ~~exacerbated by shifts in global consumer demand, which is requiring us~~onboarded to scale our operations while managing through capacity constraints. We expect certain aspects of these supply chain disruptions may continue, although the exact timing cannot be accurately predicted. As these disruptions continue, the timing of sales to our wholesale partners and consumers may be impacted as we work to manage product availability and inventory levels. However, we remain focused on mitigating the impacts of the ongoing disruptions by optimizing our inventory management to align our inventory levels with consumer demand.

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diversify our country level manufacturing and sourcing lines. These efforts are intended to support our growing brands as well as mitigate against similar localized risks prospectively.

•Although our distribution centers, including our owned DC and third-party logistics (3PL) providers, are currently operating and supporting ongoing logistics, certain of these facilities continue to experience operational challenges. These challenges may result in delays distributing our products and cost pressures in future periods, which may have an adverse effect on our results of operations. For example, we have experienced start-up challenges during the transition to our new European 3PL which we expect will result in additional supply chain pressures as they refine their system and delivery levels, but we are working closely with them to improve the efficiency of their operations. While the transition has been difficult in the current logistics environment, we believe this is a critical investment to create long-term capacity that will facilitate anticipated growth in the UGG and HOKA brands in future periods.

•The most significant macro-level supply chain impacts we have experienced in our current fiscal year are extended transit times and cost pressures related to container shortages, port congestion, and trucking scarcity, which worsened through our second fiscal quarter ending September 30, 2021 (second fiscal quarter). For example, in light of these ongoing constraints, our inventory in transit as of the end of our current second fiscal quarter was significantly higher than our inventory in transit as of the end of our historical fiscal quarters ended September 30th. Additionally, our increased usage of air freight, together with higher ocean container shipment and trucking costs, has elevated our transportation and logistics costs and may negatively impact our gross margin in future periods, particularly as we seek to maintain strategic product launch timelines. As these supply chain disruptions continue and we work to manage product availability, the timing of sales to our wholesale partners and consumers may continue to be impacted, including the possibility of order cancellations. However, we remain focused on mitigating the impacts of these ongoing disruptions, including the early procurement of inventory which will likely result in higher levels of inventory to allow us to maintain expected service levels, while acting as a hedge to other inflationary pressures into our next fiscal year ending March 31, 2023.

•We ~~are~~continue making infrastructure investments to support our scaling business, including investments in our global distribution and logistics capabilities, end-to-end planning systems, and e-commerce ~~platforms, and implementing localized marketing strategies. In addition, we are making investments in~~platforms. For example, our ~~people and expanding our hiring efforts~~new US DC is expected to ~~support scaling our organization. Although we implemented a number of temporary measures to reduce our operating expenses~~begin limited operations during our ~~prior~~third fiscal ~~year ended March~~quarter ending December 31, 2021, ~~(prior fiscal year)~~and we expect this to ~~offset impacts~~create long-term capacity for the growth of the ~~pandemic, we resumed discretionary spending during our first fiscal quarter ended June 30, 2021 (first fiscal quarter)~~UGG and ~~anticipate making these significant investments to support our business through the remainder of our fiscal year ending March 31, 2022 (current fiscal year) and beyond.~~HOKA brands.

Workforce

•We are encountering ongoing challenges with recruiting, training, and retaining quality candidates to staff our DC operations as we increasingly compete with other companies that require additional personnel to support their growing e-commerce operations and meet heightened consumer demand. We have increasingly offered higher wages to our DC employees to positively impact attrition and remain competitive in the job market. We may continue to experience DC employee attrition and retention issues as we seek to employ part-time and seasonal personnel during periods of heightened consumer demand, particularly as we compete with companies that employ personnel full-time. We have and will continue to monitor and evaluate mitigation strategies for our DC employees while meeting local safety operating guidelines.

Consumer Shopping Patterns

•As government restrictions surrounding the pandemic have eased, allowing consumers to return to physical retail stores, ~~we experienced reduced traffic to our e-commerce websites during our first fiscal quarter. The recent~~ fluctuations in consumer spending patterns have resulted in a channel mix shift. However, our aggregated DTC channel mix is above our historical pre-pandemic levels. Further, we believe DTC channel demand will continue to increase as we prioritize consumer acquisition and experience strong demand for the HOKA and UGG brands. Our long-term growth strategy remains focused on building our DTC channel to represent an increasing portion of our total net sales.

•~~Approximately 66%~~Table of our global Company-owned retail stores were open for our entire first fiscal quarter, compared to approximately 20% in the same period in our prior fiscal year. Further, as of July 29, 2021, all of our Company-owned retail stores have reopened. However, given the ongoing and uncertain pandemic conditions, which include local and regional differences in expert agency guidance and local authority mandates, we anticipate that temporary retail store closures in certain geographic regions may continue for at least a portion of our second fiscal quarter ending September 30, 2021 and beyond.Contents

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 our 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. We expect our e-commerce business for the HOKA brand will continue to be a key driver of long-term growth. We intend to focus our efforts on consumer acquisition in key markets and launching innovative product offerings to increase category adoption and market share gains with existing consumers ~~in order~~ to drive brand performance. ~~While~~For example, we ~~anticipate meaningful~~opened the HOKA brand's first owned and operated retail stores in China and launched HOKA brand ~~growth will continue throughout our current fiscal year, we do not expect that the growth rate our HOKA brand experienced~~pop-up stores in North America during our ~~first~~second fiscal quarter ~~will be matched~~to build upon the HOKA brand's retail strategy and define the optimal consumer experience and concept for the HOKA brand. We plan to open additional locations in ~~future periods.~~China in the near term.

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•~~Consumer demand for UGG brand product offerings remains healthy, with strong performance driven primarily by global wholesale channels, as well as growth of international DTC.~~ Our ~~successful implementation of our~~ marketplace ~~reset strategy~~strategies in Europe and ~~the ongoing implementation in~~ Asia ~~has~~have continued to drive UGG brand ~~heat~~awareness and ~~build~~consumer acquisition through building a foundation of diversified and counter-seasonal product acceptance, especially with younger consumers, which is fueling a healthier product mix and reducing the need for promotional activity, particularly in Europe. We believe that continuing to showcase these product offerings through localized marketing investments and converting a higher percentage of consumers to repeat purchases across diverse product categories ~~including through our loyalty program,~~ will fuel global demand for the UGG brand throughout our current 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 CODM, who is our CEO, President, and 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.

•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.

•Expansion of apparel, home goods, 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. The HOKA brand is quickly becoming a leading brand within run-specialty wholesale accounts, with strong marketing fueling both domestic and international sales growth, bolstering the brand's net sales, which continue to increase as a percentage of our aggregate net sales. We continue to build product extensions in trail and fitness.

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

•Leading product innovation and key franchise management, including higher frequency product drop rates.

•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 in-person event sponsorship.

•Category extensions in authentic performance footwear offerings such as lifestyle acceleration through the 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 due to outdoor lifestyle participation amongst younger consumers.

•Category extensions in performance hike footwear, including key franchises.

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.

Other Brands. Other brands consist primarily of the Koolaburra by UGG brand. The Koolaburra brand is a casual footwear fashion line using sheepskin and other plush materials and is intended to target the value-oriented consumer in order to complement the UGG brand offering.

Direct-to-Consumer. Our DTC business encompasses all of 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 and purchase online and in store.

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 ~~June~~September 30, 2021, we ~~operated~~operate our e-commerce business through Company-owned websites and mobile platforms in 58 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 of HOKA brand concept 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.

As of ~~June~~September 30, 2021, we ~~had~~have a total of ~~141~~145 global retail stores, which includes 7276 concept stores and 69 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.

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Flagship Stores. Included in the total count of global concept stores are ~~seven UGG brand~~eight flagship stores, which are lead concept stores in certain key markets and prominent locations designed to showcase ~~the~~ UGG brand ~~products.~~or 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 than our general concept stores.~~traffic. We anticipate continuing to operate a curated fleet of flagship stores to enhance ~~the~~our interaction with our consumers and increase brand loyalty. The net sales for these stores are recorded in our DTC reportable operating segment.

Shop-in-Shop Stores. Included in the total count of global concept stores are 2729 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.

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Use of Non-GAAP Financial Measures

Throughout this Quarterly 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 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 Quarterly 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 condensed 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 still significantly exceed 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. However, it is unclear whether seasonal impacts will be minimized or exaggerated in future periods as a result of the disruptions and uncertainties caused by the pandemic.

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Results of Operations

Three Months Ended ~~June~~September 30, 2021Compared to Three Months Ended ~~June~~September 30, 2020. ~~The following table summarizes our results~~Results of ~~operations:~~operations were as follows:


		Three Months Ended June 30,													Three Months Ended September 30,
		2021				2020				Change					2021				2020				Change
		Amount		%		Amount		%		Amount		%			Amount		%		Amount		%		Amount		%
Net sales	Net sales	$	504,678	100.0	%	$	283,169	100.0	%	$	221,509	78.2	%	Net sales	$	721,902	100.0	%	$	623,525	100.0	%	$	98,377	15.8	%
Cost of sales	Cost of sales	244,175		48.4		140,603		49.7		(103,572)		(73.7)		Cost of sales	354,814		49.1		304,548		48.8		(50,266)		(16.5)
Gross profit	Gross profit	260,503		51.6		142,566		50.3		117,937		82.7		Gross profit	367,088		50.9		318,977		51.2		48,111		15.1
Selling, general, and administrative expenses	Selling, general, and administrative expenses	198,671		39.4		150,265		53.0		(48,406)		(32.2)		Selling, general, and administrative expenses	238,907		33.1		190,373		30.6		(48,534)		(25.5)
Income (loss) from operations		61,832		12.2		(7,699)		(2.7)		69,531		903.1
Income from operations														Income from operations	128,181		17.8		128,604		20.6		(423)		(0.3)
Other expense, net	Other expense, net	181		—		373		0.2		192		51.5		Other expense, net	501		0.1		640		0.1		139		21.7
Income (loss) before income taxes		61,651		12.2		(8,072)		(2.9)		69,723		863.8
Income tax expense (benefit)		13,527		2.7		(99)		(0.1)		(13,626)		(13,763.6)
Net income (loss)		48,124		9.5		(7,973)		(2.8)		56,097		703.6
Total other comprehensive income, net of tax		3,351		0.7		1,006		0.3		2,345		233.1
Comprehensive income (loss)		$	51,475	10.2	%	$	(6,967)	(2.5)	%	$	58,442	838.8	%
Net income (loss) per share
Income before income taxes														Income before income taxes	127,680		17.7		127,964		20.5		(284)		(0.2)
Income tax expense														Income tax expense	25,617		3.6		26,410		4.2		793		3.0
Net income														Net income	102,063		14.1		101,554		16.3		509		0.5
Total other comprehensive (loss) income, net of tax														Total other comprehensive (loss) income, net of tax	(1,504)		(0.2)		5,595		0.9		(7,099)		(126.9)
Comprehensive income														Comprehensive income	$	100,559	13.9	%	$	107,149	17.2	%	$	(6,590)	(6.2)	%
Net income per share														Net income per share
Basic	Basic	$	1.73			$	(0.28)			$	2.01			Basic	$	3.69			$	3.62			$	0.07
Diluted	Diluted	$	1.71			$	(0.28)			$	1.99			Diluted	$	3.66			$	3.58			$	0.08

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


	Three Months Ended September 30,
	2021		2020		Change
	Amount		Amount		Amount		%
Net sales by location
US	$	514,635	$	427,412	$	87,223	20.4	%
International	207,267		196,113		11,154		5.7
Total	$	721,902	$	623,525	$	98,377	15.8	%
Net sales by brand and channel
UGG brand
Wholesale	$	348,776	$	291,994	$	56,782	19.4	%
Direct-to-Consumer	99,639		123,083		(23,444)		(19.0)
Total	448,415		415,077		33,338		8.0
HOKA brand
Wholesale	146,980		108,117		38,863		35.9
Direct-to-Consumer	63,443		34,980		28,463		81.4
Total	210,423		143,097		67,326		47.0
Teva brand
Wholesale	19,211		17,746		1,465		8.3
Direct-to-Consumer	9,610		9,972		(362)		(3.6)
Total	28,821		27,718		1,103		4.0


	Three Months Ended September 30,
	2021		2020		Change
	Amount		Amount		Amount		%
Sanuk brand
Wholesale	7,020		6,085		935		15.4
Direct-to-Consumer	3,045		3,396		(351)		(10.3)
Total	10,065		9,481		584		6.2
Other brands
Wholesale	23,253		27,672		(4,419)		(16.0)
Direct-to-Consumer	925		480		445		92.7
Total	24,178		28,152		(3,974)		(14.1)
Total	$	721,902	$	623,525	$	98,377	15.8	%
Total Wholesale	$	545,240	$	451,614	$	93,626	20.7	%
Total Direct-to-Consumer	176,662		171,911		4,751		2.8
Total	$	721,902	$	623,525	$	98,377	15.8	%

Total net sales increased primarily due to higher UGG and HOKA brand wholesale sales, as well as higher HOKA brand DTC sales, partially offset by lower UGG brand DTC sales. Further, we experienced an increase of 11.8% in total volume of pairs sold to 12,300 from 11,000, compared to the prior period. On a constant currency basis, net sales increased by 14.8%, 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 primarily due to higher sales in North America, including the benefit of the UGG brand lapping disruptions from the pandemic during our prior fiscal year, as well as growth across a diversified product lineup, particularly for non-core Women's products, as well as our Men's and Kids' product lines. These effects were impacted by supply chain constraints, including extended transit lead times for fall shipments and the impacts of our transition to our new European 3PL.

•Wholesale net sales of the HOKA brand increased primarily due to higher sales in North America and Europe 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 franchise updates.

•DTC net sales increased primarily due to higher global HOKA brand sales, partially offset by lower domestic UGG brand sales driven by lapping the benefit of consumer demand online in our prior fiscal year. Comparable DTC net sales for the 13 weeks ended September 26, 2021 increased by 1.0%, compared to the same prior period.

•International sales, which are included in the reportable operating segment sales presented above, represented 28.7% and 31.5% of total net sales for the three months ended September 30, 2021 and 2020, respectively. The decrease in international net sales as a percentage of total net sales was primarily driven by a higher rate of domestic sales for the HOKA brand in all channels and the UGG brand in the wholesale channel. However, international net sales increased by 5.7% compared to the prior period, primarily due to higher HOKA brand sales across all channels in Europe, partially offset by a decrease in wholesale channel sales for the UGG brand in Europe due to the impacts arising out of our transition to our new European 3PL. These effects were further impacted by supply chain constraints, including extended transit lead times.

Gross Profit.Gross profit as a percentage of net sales (gross margin) decreased to 50.9% from 51.2%, compared to the prior period, primarily due to higher freight costs, including usage of air freight, and unfavorable channel mix resulting from increased penetration of the wholesale versus DTC channels, partially offset by favorable product mix for the UGG and HOKA brands, favorable HOKA brand mix, favorable changes in foreign currency exchange rates, and fewer closeouts.

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

•Increased variable advertising and promotion expenses of approximately $19,500, primarily due to higher digital marketing and advertising expenses for the UGG, HOKA, and Teva brands to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing.

•Increased payroll and related costs of approximately $14,500, primarily due to higher headcount, including for warehousing teams, and other related compensation.

•Increased other variable net selling expenses of approximately $9,900, primarily due to higher warehousing fees, as well as e-commerce technology costs and shipping supplies due to higher sales and commissions, and higher operating costs for retail store re-openings.

•Increased other operating expenses of approximately $4,900, primarily due to higher information technology costs, travel expenses, and general insurance premiums.

•Increased foreign currency-related losses of $1,700, primarily driven by unfavorable changes in the US dollar exchange rate against Canadian and Chinese foreign currency exchange rates.

•Decreased expenses for allowances for trade accounts receivable of approximately $2,100, primarily due to a decrease in bad debt expense to account for the lower risk of wholesale 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:


	Three Months Ended September 30,
	2021		2020		Change
	Amount		Amount		Amount		%
Income (loss) from operations
UGG brand wholesale	$	121,701	$	106,726	$	14,975	14.0	%
HOKA brand wholesale	43,294		33,826		9,468		28.0
Teva brand wholesale	4,908		4,762		146		3.1
Sanuk brand wholesale	1,523		1,139		384		33.7
Other brands wholesale	8,158		9,869		(1,711)		(17.3)
Direct-to-Consumer	38,734		43,284		(4,550)		(10.5)
Unallocated overhead costs	(90,137)		(71,002)		(19,135)		(26.9)
Total	$	128,181	$	128,604	$	(423)	(0.3)	%

The decrease in total income from operations, compared to the prior period, was due to higher SG&A expenses as a percentage of net sales as well as lower gross margin, partially offset by higher 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 UGG brand wholesale was due to higher net sales, as well as lower bad debt expenses, partially offset by higher variable marketing expenses.

•The increase in income from operations of HOKA brand wholesale was primarily due to higher net sales, as well as lower bad debt expenses, partially offset by lower gross margin and higher variable marketing expenses.

•The decrease in income from operations of DTC was primarily due to higher variable marketing and selling expenses, higher retail operating costs, and higher variable e-commerce operating costs, partially offset by higher net sales at higher gross margin.

•The increase in unallocated overhead costs was primarily due to higher payroll and related costs due to higher headcount, including for warehouse teams, as well as higher operating expenses, including warehousing fees, insurance costs, and information technology, in addition to higher foreign currency-related losses.

Other Expense, Net. The decrease in total other expense, net, compared to the prior period, was primarily due to a lower interest expense resulting from the repayment of our mortgage during our prior fiscal year.

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


	Three Months Ended September 30,
	2021			2020
Income tax expense	$	25,617		$	26,410
Effective income tax rate	20.1		%	20.6		%

The decrease in our effective income tax rate, compared to the prior period, was primarily due to lower income from operations as well as changes in the jurisdictional mix of worldwide income before income taxes forecasted for the fiscal year ending March 31, 2022, partially offset by lower net discrete tax benefits, primarily driven by increased reserves net of additional tax deductions for stock-based compensation recorded in the current period.

Foreign income before income taxes was $37,393 and $49,793and worldwide income before income taxes was $127,680 and $127,964 during the three months ended September 30, 2021and 2020, respectively. The decrease 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 domestic sales as a percentage of worldwide sales.

Refer to the section “Six Months Ended September 30, 2021 Compared to Six Months Ended September 30, 2020," below for further details on our pre-tax earnings and the effective income tax rate for the fiscal year ending March 31, 2022.

Net Income.The increase in net income, compared to the prior period, was due to higher net sales at lower gross margins, higher SG&A expenses, and lower income tax expense. 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 primarily due to higher foreign currency translation losses relating to changes to our net asset position for unfavorable Asian and European foreign currency exchange rates, partially offset by higher unrealized gains on cash flow hedges.

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Six Months Ended September 30, 2021 Compared to Six Months Ended September 30, 2020. Results of operations were as follows:


	Six Months Ended September 30,
	2021				2020				Change
	Amount		%		Amount		%		Amount		%
Net sales	$	1,226,580	100.0	%	$	906,694	100.0	%	$	319,886	35.3	%
Cost of sales	598,989		48.8		445,151		49.1		(153,838)		(34.6)
Gross profit	627,591		51.2		461,543		50.9		166,048		36.0
Selling, general, and administrative expenses	437,578		35.7		340,638		37.6		(96,940)		(28.5)
Income from operations	190,013		15.5		120,905		13.3		69,108		57.2
Other expense, net	682		0.1		1,013		0.1		331		32.7
Income before income taxes	189,331		15.4		119,892		13.2		69,439		57.9
Income tax expense	39,144		3.2		26,311		2.9		(12,833)		(48.8)
Net income	150,187		12.2		93,581		10.3		56,606		60.5
Total other comprehensive income, net of tax	1,847		0.3		6,601		0.7		(4,754)		(72.0)
Comprehensive income	$	152,034	12.5	%	$	100,182	11.0	%	$	51,852	51.8	%
Net income per share
Basic	$	5.42			$	3.34			$	2.08
Diluted	$	5.37			$	3.30			$	2.07

Net Sales. ~~The following table summarizes our net~~Net sales by location, and by brand and ~~channel:~~channel were as follows:


		Three Months Ended June 30,									Six Months Ended September 30,
		2021		2020		Change					2021		2020		Change
		Amount		Amount		Amount		%			Amount		Amount		Amount		%
Net sales by location	Net sales by location									Net sales by location
US	US	$	336,059	$	184,300	$	151,759	82.3	%	US	$	850,694	$	611,712	$	238,982	39.1	%
International	International	168,619		98,869		69,750		70.5		International	375,886		294,982		80,904		27.4
Total	Total	$	504,678	$	283,169	$	221,509	78.2	%	Total	$	1,226,580	$	906,694	$	319,886	35.3	%
Net sales by brand and channel	Net sales by brand and channel									Net sales by brand and channel
UGG brand	UGG brand									UGG brand
Wholesale	Wholesale	$	135,056	$	43,428	$	91,628	211.0	%	Wholesale	$	483,832	$	335,422	$	148,410	44.2	%
Direct-to-Consumer	Direct-to-Consumer	77,986		81,312		(3,326)		(4.1)		Direct-to-Consumer	177,625		204,395		(26,770)		(13.1)
Total	Total	213,042		124,740		88,302		70.8		Total	661,457		539,817		121,640		22.5
HOKA brand	HOKA brand									HOKA brand
Wholesale	Wholesale	151,147		70,619		80,528		114.0		Wholesale	298,127		178,736		119,391		66.8
Direct-to-Consumer	Direct-to-Consumer	61,966		38,399		23,567		61.4		Direct-to-Consumer	125,409		73,379		52,030		70.9
Total	Total	213,113		109,018		104,095		95.5		Total	423,536		252,115		171,421		68.0
Teva brand	Teva brand									Teva brand
Wholesale	Wholesale	43,359		21,411		21,948		102.5		Wholesale	62,570		39,157		23,413		59.8
Direct-to-Consumer	Direct-to-Consumer	15,118		13,833		1,285		9.3		Direct-to-Consumer	24,728		23,805		923		3.9
Total	Total	58,477		35,244		23,233		65.9		Total	87,298		62,962		24,336		38.7
Sanuk brand										Sanuk brand
Wholesale										Wholesale	17,402		13,313		4,089		30.7
Direct-to-Consumer										Direct-to-Consumer	7,709		9,402		(1,693)		(18.0)
Total										Total	25,111		22,715		2,396		10.5

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		Three Months Ended June 30,									Six Months Ended September 30,
		2021		2020		Change					2021		2020		Change
		Amount		Amount		Amount		%			Amount		Amount		Amount		%
Sanuk brand
Wholesale		10,382		7,228		3,154		43.6
Direct-to-Consumer		4,664		6,006		(1,342)		(22.3)
Total		15,046		13,234		1,812		13.7
Other brands	Other brands									Other brands
Wholesale	Wholesale	4,306		635		3,671		578.1		Wholesale	27,559		28,307		(748)		(2.6)
Direct-to-Consumer	Direct-to-Consumer	694		298		396		132.9		Direct-to-Consumer	1,619		778		841		108.1
Total	Total	5,000		933		4,067		435.9		Total	29,178		29,085		93		0.3
Total	Total	$	504,678	$	283,169	$	221,509	78.2	%	Total	$	1,226,580	$	906,694	$	319,886	35.3	%
Total Wholesale	Total Wholesale	$	344,250	$	143,321	$	200,929	140.2	%	Total Wholesale	$	889,490	$	594,935	$	294,555	49.5	%
Total Direct-to-Consumer	Total Direct-to-Consumer	160,428		139,848		20,580		14.7		Total Direct-to-Consumer	337,090		311,759		25,331		8.1
Total	Total	$	504,678	$	283,169	$	221,509	78.2	%	Total	$	1,226,580	$	906,694	$	319,886	35.3	%

Total net sales increased primarily due to higher UGG, HOKA, and Teva brand wholesale sales, as well as higher HOKA brand DTC sales, partially offset by lower UGG brand DTC sales. Further, we experienced an increase of ~~80.0%~~34.5% in total volume of pairs sold to ~~9,900~~22,200 from ~~5,500~~16,500 compared to the prior period. On a constant currency basis, net sales increased by ~~76.1%~~33.9% 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 primarily due to higher ~~global sell-in of product, including~~sales in North America and Asia. The increase in sales included the benefit of the UGG brand lapping disruptions from the pandemic during the three months ended June 30, 2020. The UGG brand wholesale channel also experienced higher replenishment orders ahead of its core selling season due to depleted inventory at our domestic wholesale partners caused by higher sell-through in our prior fiscal ~~year. The UGG brand's global wholesale partners also received earlier fall~~year, as well as growth across a diversified product ~~shipments to mitigate macro-economic~~lineup, particularly for non-core Women's products, as well as our Men's and Kids' product lines. These effects were impacted by supply chain ~~pressures.~~constraints, including extended transit lead times for fall shipments and the impacts of our transition to our new European 3PL.

•Wholesale net sales of the HOKA brand increased primarily due to higher global ~~expansion of~~sales resulting from market share gains, including ~~reaching~~ new ~~customers,~~consumer acquisition, driven by increased brand awareness through expanded ~~marketing, including a return of in-person~~sponsorship events and digital marketing, as well as core key franchise updates.

•Wholesale net sales of the Teva brand increased primarily due to accelerated domestic demand for Teva brand products, as well as positive impacts of recovery from the pandemic, including ~~increased store traffic and~~ higher reorders from our wholesale partners through the brands' peak sell-in period.

•DTC net sales increased primarily due to higher global ~~net sales for the~~ HOKA brand ~~as well as higher international net~~ sales, ~~for the UGG brand, including benefits from localized marketing investments in Europe and Asia,~~ partially offset by lower domestic ~~sales for the~~ UGG brand insales driven by lapping the ~~slipper category, compared to the~~benefit of consumer demand online during our prior ~~period.~~fiscal year. Due to the disruption of our retail store base throughout the ~~three~~six months ended ~~June~~September 30, 2020, we are not reporting a comparable DTC net sales metric for our ~~first~~year-to-date second fiscal quarter.

•International net sales, which are included in the reportable operating segment net sales presented above, represented ~~33.4%~~30.6% and ~~34.9%~~32.5% of total net sales for the ~~three~~six months ended ~~June~~September 30, 2021 and 2020, respectively. International net sales increased by 70.5% compared to the prior period, primarily due to higher net sales in Europe and Asia for the UGG brand, particularly for the wholesale channel, as well as for the HOKA brand across all channels. The decrease in international net sales as a percentage of total net sales was primarily driven by ~~higher domestic sales as a percentage of worldwide sales,primarily due to~~ a higher rate of domestic sales for the HOKA brand in all channels as well as the UGG and Teva brands in the wholesale ~~channel~~channel. However, international net sales increased by 27.4% compared to the prior period, primarily due to higher net sales for the ~~UGG,~~ HOKA and ~~Teva brands.~~UGG brands in Europe and Asia across all channels. These effects were impacted by supply chain constraints, including extended transit lead times for fall shipments and the impacts of our transition to our new European 3PL.

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Gross Profit. Gross profit as a percentage of net sales increased to ~~51.6%~~51.2% from ~~50.3%~~50.9%, compared to the prior period, primarily due to favorable ~~brand and~~ product mix ~~a reduction in reserves as a percentage of sales,~~for the UGG and HOKA brands, favorable HOKA brand mix, favorable changes in foreign currency exchange rates, and a reduction in provisions as a percentage of sales, partially offset by higher freight costs, including usage of air freight, and unfavorable channel mix resulting from increased penetration of the wholesale versus DTC ~~channels, as well as higher air freight costs.~~channels.

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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 payroll and related costs of approximately ~~$24,800,~~$38,600, primarily due to higher ~~warehousing costs~~headcount, including for ~~higher headcount~~warehouse teams, and ~~wages, outside services, and long-term incentive performance-based~~other related compensation.

•Increased variable advertising and promotion expenses of approximately ~~$18,500,~~$38,000, primarily due to higher digital marketing and advertising expenses for the UGG, HOKA, and ~~HOKA~~Teva brands to drive global brand ~~heat~~awareness and ~~awareness.~~market share gains, highlight new product categories, and provide localized marketing.

•Increased other variable net selling expenses of approximately ~~$10,300,~~$18,100, including higher transaction and warehousing fees, as well as e-commerce technology costs and shipping supplies ~~primarily~~ due to higher sales and commissions, ~~as well as information technology,~~and higher operating costs for retail store re-openings, partially offset by insurance recovery proceeds.

•Increased other operating expenses of approximately ~~$1,900,~~$10,100, primarily due to ~~depreciation~~higher information technology costs, legal settlements, travel expenses, and ~~travel expenses.~~general insurance premiums.

•Increased foreign currency-related losses of ~~$700,~~$2,400, primarily driven by unfavorable changes in the US dollar exchange rate against ~~the~~ Canadian and Chinese foreign currency exchange ~~rate.~~rates.

•Decreased expenses for allowances for trade accounts receivable of approximately ~~$5,500,~~$7,600, primarily due to a decrease in bad debt expense to account for the lower risk of wholesale customer payment defaults resulting from the ongoing recovery from the pandemic.

•Decreased impairments of operating lease and long-lived assets of approximately ~~$2,700 due to higher retail sales and lower early store closures.~~$2,700.

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


		Three Months Ended June 30,									Six Months Ended September 30,
		2021		2020		Change					2021		2020		Change
		Amount		Amount		Amount		%			Amount		Amount		Amount		%
Income (loss) from operations	Income (loss) from operations									Income (loss) from operations
UGG brand wholesale	UGG brand wholesale	$	35,838	$	(3,735)	$	39,573	1,059.5	%	UGG brand wholesale	$	157,539	$	102,991	$	54,548	53.0	%
HOKA brand wholesale	HOKA brand wholesale	46,363		17,235		29,128		169.0		HOKA brand wholesale	89,657		51,061		38,596		75.6
Teva brand wholesale	Teva brand wholesale	14,503		4,202		10,301		245.1		Teva brand wholesale	19,411		8,964		10,447		116.5
Sanuk brand wholesale	Sanuk brand wholesale	3,404		488		2,916		597.5		Sanuk brand wholesale	4,927		1,627		3,300		202.8
Other brands wholesale	Other brands wholesale	2,707		(1,270)		3,977		313.1		Other brands wholesale	10,865		8,599		2,266		26.4
Direct-to-Consumer	Direct-to-Consumer	39,683		31,027		8,656		27.9		Direct-to-Consumer	78,417		74,311		4,106		5.5
Unallocated overhead costs	Unallocated overhead costs	(80,666)		(55,646)		(25,020)		(45.0)		Unallocated overhead costs	(170,803)		(126,648)		(44,155)		(34.9)
Total	Total	$	61,832	$	(7,699)	$	69,531	903.1	%	Total	$	190,013	$	120,905	$	69,108	57.2	%

The increase in total income from operations, compared to the prior period, was primarily due to higher net sales at higher gross ~~profit, primarily driven by UGG and HOKA brand wholesale,~~margin, as well as lower 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 UGG ~~and HOKA~~ brand wholesale was due to higher net sales at higher gross ~~profit,~~margin, as well as lower bad debt expenses, partially offset by higher variable marketing expenses.

•The increase in income from operations of HOKA brand wholesale was due to higher net sales, as well as lower bad debt expenses, partially offset by higher variable marketing and selling ~~expenses.~~expenses and lower gross margin.

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•The increase in income from operations of Teva brand wholesale was due to higher net sales at higher gross ~~profit,~~margin, partially offset by higher variable marketing expenses.

•The increase in income from operations of DTC was due to higher net sales at higher gross ~~profit,~~margin, partially offset by higher variable marketing and selling expenses, ~~as well as~~ higher variable e-commerce operating costs, and higher retail operating costs.

•The increase in unallocated overhead costs was primarily due to higher ~~warehousing~~payroll and related costs due to higher headcount, including for ~~payroll and outside services,~~warehousing teams, as well as ~~long-term incentive performance-based compensation,~~higher operating expenses, including warehousing fees, insurance costs, legal settlements, information technology, and ~~information technology.~~depreciation expenses, in addition to higher foreign currency-related losses.

Other Expense, Net. The decrease in total other expense, net, compared to the prior period, was primarily due to lower interest expense resulting from repayment of our mortgage ~~in the~~during our prior fiscal year as well as lower interest income on invested cash balances driven by lower average interest rates.

Income Tax Expense. Income tax expense ~~(benefit)~~ and our effective income tax rate were as follows:


		Three Months Ended June 30,							Six Months Ended September 30,
		2021			2020				2021			2020
Income tax expense (benefit)		$	13,527		$	(99)
Income tax expense								Income tax expense	$	39,144		$	26,311
Effective income tax rate	Effective income tax rate	21.9		%	1.2		%	Effective income tax rate	20.7		%	21.9		%

The ~~increase~~decrease in our effective income tax rate during the ~~three~~six months ended ~~June~~September 30, 2021, compared to the prior period, was primarily due to higher ~~income from operations~~net discrete tax benefits related to increased tax deductions for stock-based compensation recorded in the current period, as well as changes in the jurisdictional mix of worldwide income before income taxes forecasted for the fiscal year ending March 31, 2022, ~~compared~~partially offset by additional return to ~~the prior period, which recognized a tax benefit due to an operating loss.~~provision adjustments.

Foreign income before income taxes was ~~$21,178~~$58,571 and $4$49,797 and worldwide income ~~(loss)~~ before income taxes was ~~$61,651~~$189,331 and ~~$(8,072)~~$119,892 during the ~~three~~six months ended ~~June~~September 30, 2021 and 2020, respectively. The ~~increase~~decrease 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 profit~~domestic sales and lower ~~foreign~~domestic operating expenses as a percentage of worldwide ~~sales.~~sales, partially offset by higher foreign gross margin.

We expect our foreign income or loss before income taxes, as well as our effective income tax rate, will continue to fluctuate from period to period based on several factors, including the impact of our global product sourcing organization, our actual results of operations from sales generated in domestic and foreign markets, and changes in domestic and foreign tax laws (or in the application or interpretation of those laws). Foreign income before income taxes will continue to grow in the long-term, in both absolute terms and as a percentage of worldwide income before income taxes, as we focus on the global composition of our business, localized strategies for international markets, and investments in international regions. In addition, we believe our effective income tax rate will be impacted by our actual foreign income or loss before income taxes relative to our actual worldwide income or loss before income taxes. Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV of our 2021 Annual Report for further information on our tax strategy.

Net Income. The increase in net income, compared to the prior period, was due to higher net sales at a higher gross ~~profit,~~margin, partially offset by higher SG&A ~~expenses.~~expenses and higher income tax expense. Net income per share increased, compared to the prior period, due to higher net ~~income.~~income, combined with lower weighted-average common shares outstanding driven by higher stock repurchases.

Total Other Comprehensive Income, Net of Tax. The ~~increase~~decrease in total other comprehensive income, net of tax, compared to the prior period, was due to higher foreign currency translation ~~gains~~losses relating to changes to our net asset position for ~~favorable~~unfavorable Asian and European foreign currency exchange rates, ~~as well as~~partially offset by higher unrealized gains on ~~foreign currency~~cash flow hedges.

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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 are required to utilize available cash to build inventory levels during certain quarters in our fiscal year to support higher selling seasons.

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 and timely service our debt obligations for at least the next 12 months.

During the ~~three~~six months ended ~~June~~September 30, 2021, no cash and cash equivalents were repatriated. As of ~~June~~September 30, 2021, we ~~had $180,797~~have $126,904 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. 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 of our 2021 Annual Report for further information on the impacts of the recent Tax Reform Act.

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 Board of Directors approved an additional authorization of $750,000 during April 2021 to repurchase our common stock under the same conditions as our prior stock repurchase program. As of ~~June~~September 30, 2021, the aggregate remaining approved amount under our stock repurchase programs ~~was $728,495.~~is $674,687. 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. Subsequent to September 30, 2021 through October 21, 2021, we repurchased 130,517 shares for $46,684 at an average price of $357.69 per share, and have $628,003 remaining authorized under our stock repurchase programs.

Our liquidity may be further 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, 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.

If our existing sources of liquidity are insufficient to satisfy our working capital requirements, 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.

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Capital Resources

Primary Credit Facility. Our Primary Credit Facility provides for a five-year, $400,000 unsecured revolving credit facility, and contains a $25,000 sublimit for the issuance of letters of credit. As of ~~June~~September 30, 2021, we ~~had~~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 China Credit Facility is an uncommitted revolving line of credit of up to CNY300,000, or ~~$46,434.~~$46,445. As of ~~June~~September 30, 2021, we ~~had~~have no outstanding balance, outstanding bank guarantees of $31, and available borrowings of ~~$46,403~~$46,414 under our China Credit Facility.

Japan Credit Facility. Our Japan Credit Facility is an uncommitted revolving line of credit of up to JPY3,000,000, or ~~$27,088.~~$26,854. As of ~~June~~September 30, 2021, we ~~had~~have no outstanding balance and available borrowings of ~~$27,088~~$26,854 under our Japan Credit Facility.

Debt Covenants. As of ~~June~~September 30, 2021, we ~~were~~are in compliance with all financial covenants under our credit facilities.

Refer to Note 5, “Revolving Credit Facilities,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information on our capital resources.

Cash Flows

The following table summarizes our cash flows for the periods presented:


		Three Months Ended June 30,									Six Months Ended September 30,
		2021		2020		Change					2021		2020		Change
		Amount		Amount		Amount		%			Amount		Amount		Amount		%
Net cash (used in) provided by operating activities		$	(36,332)	$	21,169	$	(57,501)	(271.6)	%
Net cash used in operating activities										Net cash used in operating activities	$	(172,674)	$	(15,961)	$	(156,713)	(981.8)	%
Net cash used in investing activities	Net cash used in investing activities	(15,515)		(9,212)		(6,303)		(68.4)		Net cash used in investing activities	(26,719)		(13,284)		(13,435)		(101.1)
Net cash (used in) provided by financing activities	Net cash (used in) provided by financing activities	(82,182)		3		(82,185)		(2,739,500.0)		Net cash (used in) provided by financing activities	(144,270)		3,816		(148,086)		(3,880.7)

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 increase in net cash used in operating activities during the ~~three~~six months ended ~~June~~September 30, 2021, compared to the prior period, was primarily due to a net negative change in operating assets and liabilities of ~~$104,726,~~$203,929, partially offset by positive net income after non-cash adjustments of ~~$47,225.~~$47,216. The changes in operating assets and liabilities were primarily due to net negative changes in inventories, net, ~~trade accounts receivable, net, other assets, prepaid expenses and other current assets, and~~ other accrued expenses, income taxes payable, and other assets, partially offset by net positive changes in trade accounts ~~payable and income tax receivable.~~payable.

Investing Activities. The increase in net cash used in investing activities during the ~~three~~six months ended ~~June~~September 30, 2021, compared to the prior period, was primarily due to higher capital expenditures for our new US DC and information technology, partially offset by lower capital expenditures for ~~information technology and~~ retail stores.

Financing Activities. The increase in net cash used in financing activities during the ~~three~~six months ended ~~June~~September 30, 2021, compared to the prior period, was primarily due to higher stock repurchases.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Contractual Obligations

During the ~~three~~six months ended ~~June~~September 30, 2021, there were no material changes outside the ordinary course of business to the contractual obligations and other commitments disclosed in our 2021 Annual Report.

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Critical Accounting Policies and Estimates

Management must make certain estimates and assumptions that affect the amounts reported in the condensed 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 condensed consolidated financial statements: allowances for doubtful accounts, sales discounts, and chargebacks; estimated sales return liability; inventory valuations and related reserves; valuation of operating lease assets and lease liabilities; valuation of goodwill, other intangible assets, and long-lived assets; and performance-based 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 condensed consolidated financial statements may be materially affected. Refer to the section "Use of Estimates" within Note 1, “General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for a summary of applicable key estimates and assumptions.

There have been no material changes to the critical accounting policies and estimates disclosed in our 2021 Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Commodity Price Risk

For the manufacturing of our products, we purchase certain raw materials that are affected by commodity prices, which include sheepskin, leather, and wool. The supply of sheepskin, which is used to manufacture a significant portion of the UGG brand products, is in high demand and there are a limited number of suppliers that can meet our expectations for the quantity and quality of sheepskin that we require. Most of our sheepskin is purchased from two tanneries in China, which is sourced primarily from Australia and the UK. While we have experienced fairly stable pricing in recent years, historically there have been significant fluctuations in the price of sheepskin as the demand for this commodity from our consumers and our competitors has changed. We believe significant factors affecting the price of sheepskin include weather patterns, harvesting decisions, incidence of disease, the price of other commodities such as wool and leather, the demand for our products and the products of our competitors, use of substitute products or components, and global economic conditions. Any factors that increase the demand for, or decrease the supply of, sheepskin could cause significant increases in the price of sheepskin.

We typically fix prices for all of our raw materials with firm pricing agreements on a seasonal basis. For sheepskin and leather, we use purchasing contracts and refundable deposits to attempt to manage price volatility as an alternative to hedging commodity prices. The purchasing contracts and other pricing arrangements we use for sheepskin and leather typically result in purchase obligations which are not recorded in our condensed consolidated balance sheets. With respect to sheepskin and leather, in the event of significant price increases for these commodities, we will likely not be able to adjust our selling prices sufficiently to eliminate the impact of such increases on our profitability.

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Foreign Currency Exchange Rate Risk

Fluctuations in currency exchange rates, primarily between the US dollar and the currencies of Europe, Asia, Canada, and Latin America where we operate, may affect our results of operations, financial position, and cash flows. We face market risk to the extent that foreign currency exchange rate fluctuations affect our foreign assets, liabilities, revenues, and expenses. Although most of our sales and inventory purchases are denominated in US dollars, these sales and inventory purchases may be impacted by fluctuations in the exchange rates between the US dollar and local currencies in the international markets where our products are sold and manufactured. We are exposed to financial statement transaction gains and losses as a result of remeasuring our monetary assets and liabilities that are denominated in currencies other than the subsidiaries’ functional currencies. We translate all assets and liabilities denominated in foreign currencies into US dollars using the exchange rate as of the end of the reporting period. Gains and losses resulting from translating assets and liabilities from our subsidiaries' functional currencies to US dollars are recorded in other comprehensive income. Foreign currency exchange rate fluctuations affect our reported profits and can make comparisons from year to year more difficult.

We hedge certain foreign currency exchange rate risk from existing assets and liabilities, as well as forecasted sales. As our international operations grow and we increase purchases and sales in foreign currencies, we will continue to evaluate our hedging strategy and may utilize additional derivative instruments, as needed, to hedge our foreign currency exchange rate risk. We do not use foreign currency exchange rate forward contracts for trading purposes. As of ~~June~~September 30, 2021, a hypothetical 10.0% foreign currency exchange rate fluctuation would have caused the fair value of our financial instruments to increase or decrease by approximately ~~$11,800.~~$10,100. Refer to Note 8, “Derivative Instruments,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information on our use of derivative contracts. As of ~~June~~September 30, 2021, there ~~were~~are no known factors that we would expect to result in a material change in the general nature of our foreign currency exchange rate risk exposure.

Interest Rate Risk

Our market risk exposure with respect to our revolving credit facilities is tied to changes in applicable interest rates, including ABR, the federal funds effective rate, currency-specific LIBOR and CDOR for our Primary Credit Facility, the PBOC market rate for our China Credit Facility, and TIBOR for our Japan Credit Facility. A hypothetical 1.0% increase in interest rates for borrowings made under our revolving credit facilities would have resulted in an immaterial aggregate change to interest expense recorded in our condensed consolidated statements of comprehensive income during the ~~three~~six months ended ~~June~~September 30, 2021, due to no outstanding balances under our revolving credit facilities. Refer to Note 5, “Revolving Credit Facilities,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information on our revolving credit facilities.

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Item 4. Controls and Procedures

a) Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours is designed to do, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Under the supervision and with the participation of management, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2021. Based on that evaluation, our PEO and Principal Financial and Accounting Officer (PFAO) concluded that our disclosure controls and procedures ~~were~~are effective at a reasonable assurance level as of ~~June~~September 30, 2021.

b) Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) of the Exchange Act during the three months ended ~~June~~September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Although we have modified our workplace practices globally due to the pandemic, resulting in most of our employees working remotely, this has not materially affected our internal control over financial reporting. We are continually monitoring and assessing the impacts and disruptions caused by the pandemic to ensure there are no material effects on the design and operating effectiveness of our internal control over financial ~~reporting and to minimize such impacts on their design and operating effectiveness.~~reporting.

c) Principal Executive Officer and Principal Financial and Accounting Officer Certifications

The certifications of our PEO and PFAO required by Rule 13a-14(a) of the Exchange Act are filed herewith as Exhibit 31.1 and Exhibit 31.2, and furnished as Exhibit 32, within this Quarterly Report. This Part I, Item 4 should be read in conjunction with such certifications for a more complete understanding of the topics presented.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As part of our global policing program to protect our intellectual property rights, from time to time, we file lawsuits in various jurisdictions asserting claims for alleged acts of trademark counterfeiting, trademark infringement, patent infringement, trade dress infringement, and trademark dilution. We generally have multiple actions such as these pending at any given point in time. These actions may result in seizure of counterfeit merchandise, out of court settlements with defendants, or other outcomes. In addition, from time to time, we are subject to claims in which opposing parties will raise, either as affirmative defenses or as counterclaims, the invalidity or unenforceability of certain of our intellectual property rights, including allegations that the UGG brand trademark registrations and design patents are invalid or unenforceable. Furthermore, we are aware of many instances throughout the world in which a third-party is using our UGG trademarks within its internet domain name, and we have discovered and are investigating several manufacturers and distributors of counterfeit UGG brand products.

Although we are subject to legal proceedings and other disputes from time to time in the ordinary course of business, including employment, intellectual property, and product liability claims, we believe the outcome of all pending legal proceedings and other disputes in the aggregate will not have a material adverse effect on our business, results of operations, financial condition, or liquidity. However, regardless of the outcome, resolving legal proceedings and other disputes can have an adverse impact on us because of legal costs, diversion of management's time and resources, and other factors.

Refer to Note 6, “Commitments and Contingencies,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for further information on our legal proceedings.

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Item 1A. Risk Factors

An investment in our common stock involves risks. Before making an investment decision, you should carefully consider all the information within ~~this Quarterly Report, including the information contained in~~ Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as in our condensed consolidated financial statements and the related notes contained in Part I, Item 1 within this Quarterly Report. In addition, you should carefully consider the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our 2021 Annual Report, as well as in our other public filings with the SEC. If any of the identified risks are realized, our business, results of operations, financial condition, liquidity, and prospects could be materially and adversely affected. In that case, the trading price of our common stock may decline, and you could lose all or part of your investment. In addition, other risks of which we are currently unaware, or which we do not currently view as material, could have a material adverse effect on our business, results of operations, financial condition, and prospects.

During the three months ended ~~June~~September 30, 2021, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our 2021 Annual Report.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Our Board of Directors has authorized various stock repurchase programs pursuant to which we may repurchase shares of our common stock. Our Board of Directors approved an additional authorization of $750,000 during April 2021 to repurchase our common stock under the same conditions as our prior stock repurchase program. 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.

Our current revolving credit agreements allow us to make stock repurchases under these programs, so long as we do not exceed certain leverage ratios and no event of default has occurred under these agreements. As of ~~June~~September 30, 2021, no defaults ~~had~~have occurred under our credit agreements.

Below is a summary of stock repurchase activity under our stock repurchase programs during the three months ended ~~June~~September 30, 2021:

Total number of shares repurchased* Average price paid per share Dollar value of shares repurchased Dollar value of shares remaining for repurchase**
April 1 - April 30, 2021 42,906 $ 335.67 $ 14,402 $ 796,259
May 1 - May 31, 2021 55,455 323.60 17,945 778,314
June 1 - June 30, 2021 150,970 329.99 49,819 728,495


	Total number of shares repurchased*	Average price paid per share		Dollar value of shares repurchased		Dollar value of shares remaining for repurchase**
July 1 - July 31, 2021	—	$	—	$	—	$	728,495
August 1 - August 31, 2021	40,797	428.86		17,496		710,999
September 1 - September 30, 2021	91,733	395.84		36,311		674,687

*Any share repurchases are made as part of publicly announced programs in open-market transactions.

** May not calculate on rounded dollars.

Subsequent to September 30, 2021 through October 21, 2021, we repurchased 130,517 shares for $46,684 at an average price of $357.69 per share, and have $628,003 remaining authorized under our stock repurchase programs.

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Item 6. Exhibits

EXHIBIT INDEX


Exhibit Number						Description of Exhibit
*3.1						Amended and Restated Bylaws of Deckers Outdoor Corporation, as updated through September 15, 2021
*10.1						JP Morgan Amendment No. 1 to Credit Agreement
*31.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
*31.2						Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
**32						Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended
*101.INS						XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
*101.SCH						Inline XBRL Taxonomy Extension Schema Document
*101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
*104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


DECKERS OUTDOOR CORPORATION (Registrant)
/s/ STEVEN J. FASCHING
Steven J. Fasching Chief Financial Officer (Principal Financial and Accounting Officer)

Date: ~~August 5,~~November 4, 2021

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