CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for our ~~third~~second fiscal quarter ended ~~December 31, 2022~~September 30, 2023 (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 (pandemic) and related developments on our business, financial condition, results of operations and liquidity, including similar impacts on our customers, consumers, suppliers, and business partners;

•~~the~~ operational challenges faced by our warehouses and distribution centers (DCs), wholesale partners, global third-party logistics providers (3PLs), and third-party carriers, including as a result of global supply chain disruptions and labor shortages;

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

•global geopolitical tensions, including the impact of economic sanctions on our transportation and energy costs;

•global economic trends, including foreign currency exchange rate fluctuations, changes in interest rates, inflationary pressures, changes in commodity pricing, and recessionary concerns;

•the expansion of our brands and product offerings;

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

•our plans to divest the Sanuk brand and the related terms and timing;

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

•trends impacting the purchasing behavior of wholesale partners and consumers;

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

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

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

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

•the ~~impact~~expansion of our retail store footprint;

•the impacts of pandemics and incidence of disease on our business and the businesses of our customers, consumers, suppliers, and business partners;

•the effects of climate change, including changes in the regulatory environment and consumer ~~demand;~~demand to mitigate these effects, and the resulting impact on our business;

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

•our interpretation of global tax regulations and changes in tax laws that may impact our tax liability and effective tax rates;

•our cash repatriation strategy regarding earnings of non-United States (US) subsidiaries and the resulting tax impacts;

•the outcomes of legal proceedings, including the impact they may have on our business and intellectual property rights; and

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

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~~“Risk Factors,"” and Part I, Item 2, ~~"Management's~~“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 occasionally, 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.

PART I. FINANCIAL INFORMATION

References within this Quarterly Report to ~~"Deckers," "we," "our," "us," "management,"~~“Deckers,” “we,” “our,” “us,” “management,” or the ~~"Company"~~“Company” refer to Deckers Outdoor Corporation, together with its consolidated subsidiaries. UGG® (UGG), HOKA® (HOKA), Teva® (Teva), Sanuk® (Sanuk), and ~~Koolaburra®~~Koolaburra by UGG® (Koolaburra) are some of the ~~Company's~~Company’s trademarks. Other trademarks or trade names appearing elsewhere within this Quarterly Report are the property of their respective owners. TheThe 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 their rights to the fullest extent under applicable law.

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

ITEM 1. FINANCIAL STATEMENTS

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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


		December 31, 2022		March 31, 2022			September 30, 2023		March 31, 2023
ASSETS	ASSETS			(AUDITED)		ASSETS			(AUDITED)
Cash and cash equivalents	Cash and cash equivalents	$	1,057,843	$	843,527	Cash and cash equivalents	$	823,051	$	981,795
Trade accounts receivable, net of allowances ($49,295 and $30,591 as of December 31, 2022, and March 31, 2022, respectively)		326,341		302,688
Trade accounts receivable, net of allowances ($45,511 and $32,504 as of September 30, 2023, and March 31, 2023, respectively)						Trade accounts receivable, net of allowances ($45,511 and $32,504 as of September 30, 2023, and March 31, 2023, respectively)	487,677		301,511
Inventories	Inventories	723,364		506,796		Inventories	726,332		532,852
Prepaid expenses	Prepaid expenses	33,832		25,610		Prepaid expenses	46,094		33,788
Other current assets	Other current assets	97,838		55,264		Other current assets	83,455		55,523
Income tax receivable	Income tax receivable	4,531		18,243		Income tax receivable	13,272		4,784
Total current assets	Total current assets	2,243,749		1,752,128		Total current assets	2,179,881		1,910,253
Property and equipment, net of accumulated depreciation ($312,662 and $282,571 as of December 31, 2022, and March 31, 2022, respectively) (Note 12)		242,594		222,449
Property and equipment, net of accumulated depreciation ($333,711 and $317,508 as of September 30, 2023, and March 31, 2023, respectively) (Note 11)						Property and equipment, net of accumulated depreciation ($333,711 and $317,508 as of September 30, 2023, and March 31, 2023, respectively) (Note 11)	295,212		266,679
Operating lease assets	Operating lease assets	166,525		182,459		Operating lease assets	209,338		213,302
Goodwill	Goodwill	13,990		13,990		Goodwill	13,990		13,990
Other intangible assets, net of accumulated amortization ($80,288 and $79,061 as of December 31, 2022, and March 31, 2022, respectively)		38,007		39,688
Other intangible assets, net of accumulated amortization ($81,809 and $81,033 as of September 30, 2023, and March 31, 2023, respectively)						Other intangible assets, net of accumulated amortization ($81,809 and $81,033 as of September 30, 2023, and March 31, 2023, respectively)	36,350		37,457
Deferred tax assets, net	Deferred tax assets, net	63,318		64,217		Deferred tax assets, net	71,078		72,592
Other assets	Other assets	41,106		57,319		Other assets	42,684		41,930
Total assets	Total assets	$	2,809,289	$	2,332,250	Total assets	$	2,848,533	$	2,556,203
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY						LIABILITIES AND STOCKHOLDERS’ EQUITY

Trade accounts payable	Trade accounts payable	$	487,354	$	327,487	Trade accounts payable	$	476,868	$	265,605
Accrued payroll	Accrued payroll	50,120		67,553		Accrued payroll	49,219		63,781
Operating lease liabilities	Operating lease liabilities	49,298		50,098		Operating lease liabilities	49,496		50,765
Other accrued expenses	Other accrued expenses	131,950		81,400		Other accrued expenses	101,682		86,753
Income tax payable	Income tax payable	76,362		12,426		Income tax payable	61,493		17,322
Value added tax payable	Value added tax payable	20,222		2,720		Value added tax payable	20,632		13,154
Total current liabilities	Total current liabilities	815,306		541,684		Total current liabilities	759,390		497,380
Long-term operating lease liabilities	Long-term operating lease liabilities	151,107		171,972		Long-term operating lease liabilities	201,572		195,723
Income tax liability	Income tax liability	46,241		54,259		Income tax liability	54,251		62,032
Other long-term liabilities	Other long-term liabilities	27,463		25,510		Other long-term liabilities	38,190		35,335
Total long-term liabilities	Total long-term liabilities	224,811		251,741		Total long-term liabilities	294,013		293,090

Commitments and contingencies (Note 6)
Commitments and contingencies (Note 5)						Commitments and contingencies (Note 5)

Stockholders' equity
Common stock ($0.01 par value; 125,000 shares authorized; shares issued and outstanding of 26,358 and 26,982 as of December 31, 2022, and March 31, 2022, respectively)		264		270
Stockholders’ equity						Stockholders’ equity
Common stock (par value $0.01 per share; 125,000 shares authorized; shares issued and outstanding of 25,822 and 26,176 as of September 30, 2023, and March 31, 2023, respectively)						Common stock (par value $0.01 per share; 125,000 shares authorized; shares issued and outstanding of 25,822 and 26,176 as of September 30, 2023, and March 31, 2023, respectively)	258		262
Additional paid-in capital	Additional paid-in capital	226,320		210,825		Additional paid-in capital	243,400		232,932
Retained earnings	Retained earnings	1,582,864		1,352,685		Retained earnings	1,600,923		1,571,574
Accumulated other comprehensive loss (Note 9)		(40,276)		(24,955)
Total stockholders' equity		1,769,172		1,538,825
Total liabilities and stockholders' equity		$	2,809,289	$	2,332,250
Accumulated other comprehensive loss (Note 8)						Accumulated other comprehensive loss (Note 8)	(49,451)		(39,035)
Total stockholders’ equity						Total stockholders’ equity	1,795,130		1,765,733
Total liabilities and stockholders’ equity						Total liabilities and stockholders’ equity	$	2,848,533	$	2,556,203

See accompanying notes to the condensed consolidated financial statements.

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 December 31,				Nine Months Ended December 31,					Three Months Ended September 30,				Six Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net sales (Note 2, Note 11, and Note 12)		$	1,345,640	$	1,187,752	$	2,835,715	$	2,414,332
Net sales (Note 2, Note 10, and Note 11)										Net sales (Note 2, Note 10, and Note 11)	$	1,091,907	$	875,614	$	1,767,698	$	1,490,075
Cost of sales	Cost of sales	633,111		566,531		1,406,513		1,165,520		Cost of sales	508,888		453,693		838,255		773,402
Gross profit	Gross profit	712,529		621,221		1,429,202		1,248,812		Gross profit	583,019		421,921		929,443		716,673
Selling, general, and administrative expenses	Selling, general, and administrative expenses	349,869		327,825		882,370		765,403		Selling, general, and administrative expenses	358,402		294,090		634,090		532,501
Income from operations (Note 11)		362,660		293,396		546,832		483,409
Income from operations (Note 10)										Income from operations (Note 10)	224,617		127,831		295,353		184,172
Interest income	Interest income	(3,571)		(369)		(6,669)		(1,311)		Interest income	(10,089)		(1,884)		(21,376)		(3,098)
Interest expense	Interest expense	1,155		999		3,245		2,808		Interest expense	1,011		1,038		2,016		2,090
Other income, net	Other income, net	(228)		(191)		(968)		(376)		Other income, net	(622)		(241)		(968)		(740)
Total other (income) expense, net		(2,644)		439		(4,392)		1,121
Total other income, net										Total other income, net	(9,700)		(1,087)		(20,328)		(1,748)
Income before income taxes	Income before income taxes	365,304		292,957		551,224		482,288		Income before income taxes	234,317		128,918		315,681		185,920
Income tax expense (Note 4)	Income tax expense (Note 4)	86,642		60,014		126,189		99,158		Income tax expense (Note 4)	55,770		27,394		73,582		39,547
Net income	Net income	278,662		232,943		425,035		383,130		Net income	178,547		101,524		242,099		146,373

Other comprehensive income (loss), net of tax
Unrealized (loss) gain on cash flow hedges		(2,083)		(1,517)		(237)		974
Foreign currency translation gain (loss)		14,169		(2,744)		(15,084)		(3,388)
Total other comprehensive income (loss), net of tax		12,086		(4,261)		(15,321)		(2,414)
Other comprehensive loss, net of tax										Other comprehensive loss, net of tax
Unrealized gain on cash flow hedges										Unrealized gain on cash flow hedges	3,403		1,088		3,755		1,846
Foreign currency translation loss										Foreign currency translation loss	(5,520)		(13,529)		(14,171)		(29,253)
Total other comprehensive loss, net of tax										Total other comprehensive loss, net of tax	(2,117)		(12,441)		(10,416)		(27,407)
Comprehensive income	Comprehensive income	$	290,748	$	228,682	$	409,714	$	380,716	Comprehensive income	$	176,430	$	89,083	$	231,683	$	118,966
Net income per share	Net income per share									Net income per share
Basic	Basic	$	10.55	$	8.49	$	16.00	$	13.87	Basic	$	6.86	$	3.83	$	9.28	$	5.49
Diluted	Diluted	$	10.48	$	8.42	$	15.90	$	13.73	Diluted	$	6.82	$	3.80	$	9.22	$	5.46
Weighted-average common shares outstanding (Note 10)
Weighted-average common shares outstanding (Note 9)										Weighted-average common shares outstanding (Note 9)
Basic	Basic	26,418		27,428		26,570		27,630		Basic	26,031		26,517		26,098		26,646
Diluted	Diluted	26,586		27,663		26,740		27,904		Diluted	26,178		26,682		26,251		26,815

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS'~~STOCKHOLDERS’ EQUITY (UNAUDITED)

(amounts in thousands)

Nine Months Ended December 31, 2022
Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders'
Equity
Common Stock
Shares Amount
Balance, March 31, 2022 26,982 $ 270 $ 210,825 $ 1,352,685 $ (24,955) $ 1,538,825
Stock-based compensation 1 — 3,735 — — 3,735
Shares withheld for taxes — — (43) — — (43)
Repurchases of common stock (Note 9)
(384) (4) — (99,989) — (99,993)
Net income — — — 44,849 — 44,849
Total other comprehensive loss — — — — (14,966) (14,966)
Balance, June 30, 2022 26,599 266 214,517 1,297,545 (39,921) 1,472,407
Stock-based compensation 1 — 6,779 — — 6,779
Shares issued upon vesting 27 — 1,046 — — 1,046
Exercise of stock options 27 — 1,830 — — 1,830
Shares withheld for taxes — — (5,059) — — (5,059)
Repurchases of common stock (Note 9)
(173) (1) — (50,246) — (50,247)
Net income — — — 101,524 — 101,524
Total other comprehensive loss — — — — (12,441) (12,441)
Balance, September 30, 2022 26,481 265 219,113 1,348,823 (52,362) 1,515,839
Stock-based compensation 1 — 7,479 — — 7,479
Shares issued upon vesting 2 — — — — —
Exercise of stock options 1 — 40 — — 40
Shares withheld for taxes — — (312) — — (312)
Repurchases of common stock (Note 9)
(127) (1) — (44,621) — (44,622)
Net income — — — 278,662 — 278,662
Total other comprehensive income — — — — 12,086 12,086
Balance, December 31, 2022 26,358 $ 264 $ 226,320 $ 1,582,864 $ (40,276) $ 1,769,172


	Six Months Ended September 30, 2023
				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Common Stock
	Shares	Amount
Balance, March 31, 2023	26,176	$	262	$	232,932	$	1,571,574	$	(39,035)	$	1,765,733
Stock-based compensation	1	—		6,877		—		—		6,877
Shares issued upon vesting	3	—		—		—		—		—
Exercise of stock options	8	—		548		—		—		548

Shares withheld for taxes	—	—		(698)		—		—		(698)
Repurchases of common stock (Note 8)	(52)	(1)		—		(25,468)		—		(25,469)
Excise taxes related to repurchases of common stock	—	—		—		(123)		—		(123)
Net income	—	—		—		63,552		—		63,552
Total other comprehensive loss	—	—		—		—		(8,299)		(8,299)
Balance, June 30, 2023	26,136	261		239,659		1,609,535		(47,334)		1,802,121
Stock-based compensation	1	—		9,802		—		—		9,802
Shares issued upon vesting	24	—		1,165		—		—		1,165
Exercise of stock options	8	—		533		—		—		533

Shares withheld for taxes	—	—		(7,759)		—		—		(7,759)
Repurchases of common stock (Note 8)	(347)	(3)		—		(185,466)		—		(185,469)
Excise taxes related to repurchases of common stock	—	—		—		(1,693)		—		(1,693)
Net income	—	—		—		178,547		—		178,547
Total other comprehensive loss	—	—		—		—		(2,117)		(2,117)
Balance, September 30, 2023	25,822	$	258	$	243,400	$	1,600,923	$	(49,451)	$	1,795,130

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS'~~STOCKHOLDERS’ EQUITY (UNAUDITED)

(amounts in thousands)

(continued)


		Nine Months Ended December 31, 2021																			Six Months Ended September 30, 2022
					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		27,910	$	279			$	203,310							$	1,257,379					$	(16,743)		$	1,444,225
Balance, March 31, 2022																				Balance, March 31, 2022	26,982			$	270			$	210,825		$	1,352,685		$	(24,955)		$	1,538,825
Stock-based compensation	Stock-based compensation	1	—				5,469							—					—				5,469	Stock-based compensation		1			—			3,735			—			—	3,735

Exercise of stock options		1	—		69				—			—					69

Shares withheld for taxes		—	—		(85)				—			—					(85)
Repurchases of common stock (Note 9)		(249)	(2)		—				(82,164)			—					(82,166)
Net income		—	—		—				48,124			—					48,124
Total other comprehensive income		—	—		—				—			3,351					3,351
Balance, June 30, 2021		27,663	277		208,763				1,223,339			(13,392)					1,418,987
Stock-based compensation		1	—		6,288				—			—					6,288
Shares issued upon vesting		36	—		914				—			—					914

Shares withheld for taxes	Shares withheld for taxes	—	—		(9,195)				—			—					(9,195)			Shares withheld for taxes	—			—			(43)			—			—			(43)
Repurchases of common stock (Note 9)		(133)	(1)		—				(53,806)			—					(53,807)
Repurchases of common stock (Note 8)																				Repurchases of common stock (Note 8)	(384)			(4)			—			(99,989)			—			(99,993)
Net income	Net income	—	—		—				102,063			—					102,063			Net income	—			—			—			44,849			—			44,849
Total other comprehensive loss	Total other comprehensive loss	—	—		—				—			(1,504)					(1,504)			Total other comprehensive loss	—			—			—			—			(14,966)			(14,966)
Balance, September 30, 2021		27,567	276		206,770				1,271,596			(14,896)					1,463,746
Balance, June 30, 2022																				Balance, June 30, 2022	26,599			266			214,517			1,297,545			(39,921)			1,472,407
Stock-based compensation	Stock-based compensation	—	—		6,386				—			—					6,386			Stock-based compensation	1			—			6,779			—			—			6,779
Shares issued upon vesting	Shares issued upon vesting	2	—		—				—			—					—			Shares issued upon vesting	27			—			1,046			—			—			1,046
Exercise of stock options	Exercise of stock options	28	—		1,135				—			—					1,135			Exercise of stock options	27			—			1,830			—			—			1,830

Shares withheld for taxes	Shares withheld for taxes	—	—		(4,496)				—			—					(4,496)			Shares withheld for taxes	—			—			(5,059)			—			—			(5,059)
Repurchases of common stock (Note 9)		(354)	(4)		—				(130,707)			—					(130,711)
Repurchases of common stock (Note 8)																				Repurchases of common stock (Note 8)	(173)			(1)			—			(50,246)			—			(50,247)
Net income	Net income	—	—		—				232,943			—					232,943			Net income	—			—			—			101,524			—			101,524
Total other comprehensive loss	Total other comprehensive loss	—	—		—				—			(4,261)					(4,261)			Total other comprehensive loss	—			—			—			—			(12,441)			(12,441)
Balance, December 31, 2021		27,243	$	272	$	209,795			$	1,373,832		$	(19,157)				$	1,564,742
Balance, September 30, 2022																				Balance, September 30, 2022	26,481			$	265		$	219,113		$	1,348,823		$	(52,362)		$	1,515,839

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)


		Nine Months Ended December 31,					Six Months Ended September 30,
		2022		2021			2023		2022
OPERATING ACTIVITIES	OPERATING ACTIVITIES					OPERATING ACTIVITIES
Net income	Net income	$	425,035	$	383,130	Net income	$	242,099	$	146,373
Reconciliation of net income to net cash provided by (used in) operating activities:	Reconciliation of net income to net cash provided by (used in) operating activities:					Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation, amortization, and accretion	Depreciation, amortization, and accretion	35,089		31,202		Depreciation, amortization, and accretion	25,138		23,018

Amortization on cloud computing arrangements	Amortization on cloud computing arrangements	1,572		1,154		Amortization on cloud computing arrangements	1,131		1,001
Loss on extinguishment of debt		226		—

Bad debt expense (benefit)		3,692		(254)
Deferred tax benefit		(343)		(4,263)

Bad debt expense						Bad debt expense	6,905		4,444
Deferred tax (benefit) expense						Deferred tax (benefit) expense	(1,266)		788

Stock-based compensation	Stock-based compensation	18,130		18,281		Stock-based compensation	16,719		10,550

Loss on disposal of long-lived assets	Loss on disposal of long-lived assets	18		37		Loss on disposal of long-lived assets	145		24

Impairment of operating lease and other long-lived assets		2,085		3,186
Impairment of operating lease, other long-lived assets, and other						Impairment of operating lease, other long-lived assets, and other	793		1,068

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	(27,345)		(118,568)		Trade accounts receivable, net	(193,071)		(136,430)
Inventories	Inventories	(216,569)		(272,508)		Inventories	(193,480)		(418,247)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(47,782)		(33,936)		Prepaid expenses and other current assets	(35,269)		(22,791)
Income tax receivable	Income tax receivable	13,712		(7,743)		Income tax receivable	(8,488)		(6,134)
Net operating lease assets and lease liabilities	Net operating lease assets and lease liabilities	(6,339)		2,643		Net operating lease assets and lease liabilities	8,909		(4,057)
Other assets	Other assets	14,641		(27,331)		Other assets	(1,886)		2,308
Trade accounts payable	Trade accounts payable	161,512		246,964		Trade accounts payable	215,374		157,155

Other accrued expenses	Other accrued expenses	42,681		10,782		Other accrued expenses	(1,479)		(14,688)
Income tax payable	Income tax payable	63,936		(10,151)		Income tax payable	44,171		26,915
Other long-term liabilities	Other long-term liabilities	(6,068)		4,745		Other long-term liabilities	(4,917)		(8,143)
Net cash provided by operating activities		477,883		227,370
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	121,528		(236,846)

INVESTING ACTIVITIES	INVESTING ACTIVITIES					INVESTING ACTIVITIES

Purchases of property and equipment	Purchases of property and equipment	(56,059)		(41,315)		Purchases of property and equipment	(57,436)		(24,254)
Proceeds from sales of property and equipment	Proceeds from sales of property and equipment	6		—		Proceeds from sales of property and equipment	34		—

Net cash used in investing activities	Net cash used in investing activities	(56,053)		(41,315)		Net cash used in investing activities	(57,402)		(24,254)

FINANCING ACTIVITIES	FINANCING ACTIVITIES					FINANCING ACTIVITIES

Loan origination costs on revolving credit facilities		(1,537)		—

Proceeds from issuance of stock	Proceeds from issuance of stock	1,046		914		Proceeds from issuance of stock	1,165		1,046
Proceeds from exercise of stock options	Proceeds from exercise of stock options	1,870		1,204		Proceeds from exercise of stock options	1,081		1,830
Repurchases of common stock	Repurchases of common stock	(194,862)		(266,684)		Repurchases of common stock	(210,938)		(150,240)
Cash paid for shares withheld for taxes	Cash paid for shares withheld for taxes	(5,414)		(13,776)		Cash paid for shares withheld for taxes	(8,457)		(5,102)

Net cash used in financing activities	Net cash used in financing activities	(198,897)		(278,342)		Net cash used in financing activities	(217,149)		(152,466)
Effect of foreign currency exchange rates on cash and cash equivalents	Effect of foreign currency exchange rates on cash and cash equivalents	(8,617)		1,187		Effect of foreign currency exchange rates on cash and cash equivalents	(5,721)		(10,702)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	214,316		(91,100)		Net change in cash and cash equivalents	(158,744)		(424,268)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	843,527		1,089,361		Cash and cash equivalents at beginning of period	981,795		843,527
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,057,843	$	998,261	Cash and cash equivalents at end of period	$	823,051	$	419,259

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

(continued)


		Nine Months Ended December 31,					Six Months Ended September 30,
		2022		2021			2023		2022
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 $1,286 and $77, as of December 31, 2022, and 2021, respectively		$	59,418	$	124,651
Income taxes, net of refunds of $4 and $1,124, as of September 30, 2023, and 2022, respectively						Income taxes, net of refunds of $4 and $1,124, as of September 30, 2023, and 2022, respectively	$	47,146	$	29,242
Interest	Interest	1,415		1,399		Interest	955		901
Operating leases	Operating leases	45,244		43,257		Operating leases	31,370		31,572
Non-cash investing activities	Non-cash investing activities					Non-cash investing activities
Change in accounts payable and other accrued expenses for purchases of property and equipment		(2,696)		240
Changes in accounts payable and accrued expenses for purchases of property and equipment						Changes in accounts payable and accrued expenses for purchases of property and equipment	(12,957)		(2,516)
Accrued for asset retirement obligation assets related to leasehold improvements	Accrued for asset retirement obligation assets related to leasehold improvements	1,051		3,702		Accrued for asset retirement obligation assets related to leasehold improvements	718		803
Leasehold improvements acquired through tenant allowances	Leasehold improvements acquired through tenant allowances	—		4,061		Leasehold improvements acquired through tenant allowances	8,127		—

Non-cash financing activities						Non-cash financing activities

Accrued excise taxes related to repurchase of common stock						Accrued excise taxes related to repurchase of common stock	1,816		—

See accompanying notes to the condensed consolidated financial statements.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2023, and 2022 ~~and 2021~~

(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) is a global leader 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~~The Company’s proprietary brands ~~are aligned across its Fashion Lifestyle group, including~~include the UGG, ~~and Koolaburra brands, and Performance Lifestyle group, including the~~ HOKA, Teva, Sanuk, and ~~Sanuk~~Koolaburra brands.

The Company sells its products through quality domestic and international retailers, international distributors, and directly to its global consumers through its DTC business, which is comprised of its e-commerce websites and retail ~~stores and e‑commerce websites.~~stores. Independent third-party contractors manufacture all of the ~~Company's~~Company’s products.

A significant part of the UGG ~~brand~~brand’s business has historically been seasonal, requiring the Company to build inventory levels during certain quarters in its fiscal year to support higher selling seasons, which has contributed to ~~the~~ variation in its results from quarter to quarter. However, as the Company continues to take steps to diversify and expand its product offerings by creating more year-round styles, and as net sales of the HOKA brand, which generally occur more evenly throughout the year, continue to increase as a percentage of ~~our~~the Company’s aggregate net sales, the Company has seen, and expects to continue to see, the impact from seasonality ~~to continue to~~ decrease over time.

Basis of Presentation. The unaudited condensed consolidated financial statements and accompanying notes thereto (referred to herein as condensed consolidated financial statements) as of ~~December 31, 2022,~~September 30, 2023, and for the three and ~~nine~~six months ended ~~December 31,~~September 30, 2023 (the current period), and 2022 ~~and 2021~~ (the prior period) are prepared in accordance with generally accepted accounting principles in the US (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, ~~2022,~~2023, is derived from the ~~Company's~~Company’s audited 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~~Company’s Annual Report on Form 10-K for the fiscal year ended March 31, ~~2022~~2023 (prior fiscal year), which was filed with the SEC on May ~~27, 2022 (2022~~26, 2023 (2023 Annual Report).

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

Use of Estimates. The preparation of the ~~Company's~~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 itmanagement believes to be reasonable. In addition, the Company has considered the potential impact of ~~the pandemic, as well as certain~~ macroeconomic factors, including inflation, foreign currency exchange rate volatility, changes in interest rates, ~~inflationary pressures,~~ changes in commodity pricing, changes in discretionary spending and recessionary concerns, on its business and operations. Although the full impact of these factors 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~~Company’s financial condition, results of operations, and liquidity. To the extent there are differences between these estimates and actual results, the ~~Company's~~Company’s condensed consolidated financial statements may be materially affected.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2023, and 2022 ~~and 2021~~

(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;~~customers, such as the sales return asset and liability; contract assets and liabilities; stock-based compensation; impairment assessments, including ~~for~~ goodwill, other intangible assets, and long-lived assets; 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~~Company’s incremental borrowing rate (IBR) utilized to measure its operating lease assets and lease liabilities.

~~Reportable Operating Segments.~~ Foreign Currency Translation.The ~~Company's six reportable operating segments include~~Company considers the ~~worldwide wholesale operations for each~~US dollar as its functional currency. The Company’s wholly owned foreign subsidiaries have various assets and liabilities, primarily cash, receivables, and payables, which are denominated in currencies other than its functional currency. The Company remeasures these monetary assets and liabilities using the exchange rate at the end of the ~~UGG brand, HOKA brand, Teva brand, Sanuk brand,~~reporting period, which results in gains 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.

~~Impairment of Operating Lease and Other Long-Lived Assets. During the three and nine months ended December 31, 2022, the Company~~losses that are recorded ~~impairment charges of $1,017 and $2,085, within its DTC reportable operating segment~~ in selling, general, and administrative (SG&A) expenses in the condensed consolidated statements of comprehensive income ~~for retail store related operating lease~~as incurred. In addition, the Company translates assets and liabilities of subsidiaries with reporting currencies other ~~long-lived assets (asset group). These impairment charges were due to~~than US dollars into US dollars using the ~~underperformance of certain retail stores that resulted in~~exchange rates at the ~~carrying value exceeding the estimated fair value~~end of the ~~asset group,~~reporting period, which ~~is determined based on an estimate of the discounted future cash flows for the asset group. For the three~~results in financial statement translation gains and ~~nine months ended December 31, 2021, the Company~~losses recorded ~~impairment charges of $3,186 on the asset group within its DTC reportable operating segment~~ in ~~SG&A expenses~~other comprehensive income or loss (OCI) in the condensed consolidated statements of comprehensive income.

Immaterial Correction. The supplemental cash flow disclosure includes the correction of an immaterial error to a previously presented amount within the “Operating leases” line item. The amount reported for the period ended September 30, 2022, has been corrected from $17,589 to $31,572. Management has evaluated this correction to its prior period financial statements from a quantitative and qualitative perspective and has concluded this change was not material to any prior annual or interim period. In addition, no other changes were made to the condensed consolidated financial statements as a result of this immaterial correction.

Reportable Operating Segments. The Company’s six reportable operating segments include the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands (primarily consisting of the Koolaburra brand), as well as DTC (collectively, the Company’s reportable operating segments). Refer to Note 10, “Reportable Operating Segments,” for further information on the Company’s reportable operating segments.

As announced during October 2023, the Company intends to divest the Sanuk brand as it focuses on allocating resources that best align with its long-term objectives.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

Recent Accounting Pronouncements. ~~Set forth below are the~~The Financial Accounting Standards ~~Board's recently~~Board has issued and Accounting ~~Standard Updates~~Standards Update (ASU) that ~~have and have not yet~~has recently been adopted by the Company ~~for its annual~~ and ~~interim reporting periods.~~

~~Recently Adopted.~~ ~~The~~the following is a summary of ~~an ASU recently adopted during January 2023 and~~ its impact on the Company:

Standard

Description

Impact Upon Adoption

~~ASU No. 2020-04,~~

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

~~(as amended by ASUs 2021-01 and 2022-06)~~

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 calendar year 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; however, this was deferred to December 31, 2024, to provide relief and allow flexibility until the cessation of USD LIBOR.

~~While the sunset date was deferred with a recent amendment to this ASU, the Company elected to adopt this ASU as of January 1, 2023.~~

The Company has evaluated the impact of the adoption of this ASU on its revolving credit facilities, lease agreements, cash flow hedges and other relevant agreements; however, the adoption did not have a material impact on its condensed consolidated financial statements.

During December 2022, the Company entered into a new credit agreement with Secured Overnight Financing Rate (SOFR) interest terms and the previous credit agreement with LIBOR interest terms was terminated. Refer to Note 5, "Revolving Credit Facilities," for further information on the Company's Revolving Credit Facilities.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

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

~~Standard~~

~~Description~~

~~Planned Period of Adoption~~

~~Expected Impact Upon Adoption~~

ASU 2022-04 - Supplier Finance Program (SFP)

The ASU requires that a buyer in ana SFP disclose qualitative and quantitative information about its program on an interim basis, including the nature ~~and potential magnitude. Interim and annual requirements include disclosure~~ of ~~outstanding amounts under~~ the SFP~~. Annual requirements include an activity roll forward of~~ and key terms, outstanding amounts ~~under~~as of the ~~SFP~~.end the reporting period, and presentation in its financial statements.

~~This~~The interim portion of this ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, and interim periods within those fiscal ~~years, except for the disclosure of~~years. Early adoption is permitted.

The annual requirement that requires a buyer in a SFP disclose an activity roll forward ~~information, which~~of outstanding balances as of the end of the reporting period has not yet been adopted.

This annual portion of this ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023. Early adoption is ~~permitted,~~not permitted.

The Company retrospectively adopted this ASU beginning on ~~a retrospective basis,~~April 1, 2023, except for the ~~disclosure of~~ roll forward ~~information.~~requirements.

~~Q1 FY 2024~~

Refer to Note 12, “Supplier Finance Program,” for further information on the Company's SFP key terms and outstanding balances recorded in the condensed consolidated balance sheets.

~~Q1 FY 2025~~

~~The Company~~

Management is currently evaluating the impact of the annual portion of this ASU ~~and~~on its ~~implications on the presentation of and disclosure in the~~ condensed consolidated financial statements. The Company ~~currently has an SFP program~~plans to adopt the annual roll forward requirement beginning with a third-party financial institution that allows certain participating suppliers to finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution.its year ending March 31, 2025.

Note 2. Revenue Recognition

~~Revenue is recognized when a performance obligation is completed at a point in time and when~~Disaggregated Revenue. Refer to Note 10, “Reportable Operating Segments,” for further information on 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 amountCompany’s disaggregation 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.by reportable operating segment.

Sales Return Asset and 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 and end consumers between 30 to 90 days from the point of sale for cash or credit. The amounts of these reserves are determined based on several factors, including actual and any recent events that could result in a change to historical return rates. Sales returns are a refund asset for the right to recover the inventory and a refund liability for the stand-ready right of return. Changes to the refund liability are recorded against gross sales and changes to the refund asset for the right to recover the inventory are recorded against cost of sales in the condensed consolidated statements of comprehensive income. The refund ~~liability is recorded in other accrued expenses and the related~~ asset for the right to recover the inventory is recorded in other current assets and the related refund liability is recorded in other accrued expenses in the condensed consolidated balance sheets.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For~~The following tables summarize changes in the ~~Three and Nine Months Ended December 31, 2022, and 2021~~

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

~~Activity during the nine months ended December 31, 2022, related to~~ estimated sales returns ~~were as follows:~~for the periods presented:


		Recovery Asset		Refund Liability			Recovery Asset		Refund Liability
Balance, March 31, 2022		$	11,491	$	(39,867)
Balance, March 31, 2023						Balance, March 31, 2023	$	15,685	$	(45,322)
Net additions to sales return liability*	Net additions to sales return liability*	55,080		(182,914)		Net additions to sales return liability*	24,298		(106,824)
Actual returns	Actual returns	(41,202)		146,695		Actual returns	(24,192)		97,969
Balance, December 31, 2022		$	25,369	$	(76,086)
Balance, September 30, 2023						Balance, September 30, 2023	$	15,791	$	(54,177)

~~Activity during the nine months ended December 31, 2021, related to estimated sales returns were as follows:~~


		Recovery Asset		Refund Liability			Recovery Asset		Refund Liability
Balance, March 31, 2021		$	10,704	$	(37,717)
Balance, March 31, 2022						Balance, March 31, 2022	$	11,491	$	(39,867)
Net additions to sales return liability*	Net additions to sales return liability*	29,603		(122,153)		Net additions to sales return liability*	26,444		(84,336)
Actual returns	Actual returns	(26,774)		111,851		Actual returns	(24,378)		82,497
Balance, December 31, 2021		$	13,533	$	(48,019)
Balance, September 30, 2022						Balance, September 30, 2022	$	13,557	$	(41,706)

*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.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

Contract Liabilities. 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 liabilities are recorded in other accrued expenses in the condensed consolidated balance sheets and include loyalty programs and other deferred revenue.

Loyalty ~~Programs~~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. The Company defers recognition of revenue for unredeemed awards until one of the following occurs: (1) rewards are redeemed by the consumer, (2) points or certificates expire, or (3) an estimate of the expected unused portion of points or certificates is applied, which is based on historical redemption patterns. The Company’s contract liability for loyalty programs is recorded in other accrued expenses in the condensed consolidated balance sheets.

Activity during the ~~nine~~six months ended ~~December 31,~~September 30, 2023, and 2022, related to loyalty programs ~~were~~was as follows:


	~~Amounts~~
~~Balance, March 31, 2022~~	$	~~(10,883)~~
~~Redemptions and expirations for loyalty certificates and points recognized in net sales~~	~~32,096~~
~~Deferred revenue for loyalty points and certificates issued~~	~~(41,354)~~
~~Balance, December 31, 2022~~	$	~~(20,141)~~

~~Activity during the nine months ended December 31, 2021, related to loyalty programs were as follows:~~


	~~Amounts~~
~~Balance, March 31, 2021~~	$	~~(12,231)~~
~~Redemptions and expirations for loyalty certificates and points recognized in net sales~~	~~38,034~~
~~Deferred revenue for loyalty points and certificates issued~~	~~(42,834)~~
~~Balance, December 31, 2021~~	$	~~(17,031)~~

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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


	2023		2022
Beginning balance	$	(13,144)	$	(10,883)
Redemptions and expirations for loyalty certificates and points recognized in net sales	10,022		9,585
Deferred revenue for loyalty points and certificates issued	(11,269)		(10,106)
Ending balance	$	(14,391)	$	(11,404)

Deferred ~~Revenue~~Revenue.. Revenue is deferred for wholesale channel transactions when certain conditions outlined within the contract terms, including the transfer of control or delivery of product, has not occurred, such as when a wholesale channel customer prepays for ordered product. The contract liability for deferred revenue is recorded in other accrued expenses in the condensed consolidated balance sheets.

Activity during the ~~nine~~six months ended ~~December 31,~~September 30, 2023, and 2022, related to deferred revenue ~~were~~was as follows:


	~~Amounts~~
~~Balance, March 31, 2022~~	$	~~(15,804)~~
~~Additions of customer cash payments~~	~~(41,782)~~
~~Revenue recognized~~	~~46,138~~
~~Balance, December 31, 2022~~	$	~~(11,448)~~

~~Activity during the nine months ended December 31, 2021, related to deferred revenue were as follows:~~


	~~Amounts~~
~~Balance, March 31, 2021~~	$	~~(5,425)~~
~~Additions of customer cash payments~~	~~(36,507)~~
~~Revenue recognized~~	~~28,341~~
~~Balance, December 31, 2021~~	$	~~(13,591)~~


	2023		2022
Beginning balance	$	(13,448)	$	(15,804)
Additions of customer cash payments	(33,089)		(31,503)
Revenue recognized	30,032		28,589
Ending balance	$	(16,505)	$	(18,718)

Refer to Note ~~11, "Reportable Operating Segments,"~~2, “Revenue Recognition,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for further information on the ~~Company's disaggregation of revenue by reportable operating segment.~~Company’s variable consideration accounting policies, including sales return asset and liability, as well as contract liabilities.

Note 3. Fair Value Measurements

The ~~accounting standard for~~Company measures certain financial assets and liabilities at fair value ~~measurements provides~~on a ~~framework~~recurring basis. Refer to Note 4, “Fair Value Measurements,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for ~~measuring~~further information on the Company’s 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. When the Company makes short-term borrowings, the carrying amounts, which are considered Level 2 liabilities, approximates fair value based upon current rates and terms available to the Company for similar debt. The Company does not currently have any Level 3 assets or liabilities.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

policies.

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

As of Measured Using
December 31, 2022 Level 1 Level 2 Level 3
Money-market funds $ 761,356 $ 761,356 $ — $ —
Non-qualified deferred compensation asset 8,196 8,196 — —
Non-qualified deferred compensation liability (10,543) (10,543) — —
Designated Derivative Contracts asset 185 — 185 —
Designated Derivative Contracts liability (498) — (498) —


		As of		Measured Using							As of		Measured Using
		March 31, 2022		Level 1		Level 2		Level 3			September 30, 2023		Level 1		Level 2		Level 3
Money-market funds(1)	Money-market funds(1)	$	524,063	$	524,063	$	—	$	—	Money-market funds(1)	$	489,021	$	489,021	$	—	$	—
Non-qualified deferred compensation asset(2)	Non-qualified deferred compensation asset(2)	8,933		8,933		—		—		Non-qualified deferred compensation asset(2)	9,409		9,409		—		—
Non-qualified deferred compensation liability(2)	Non-qualified deferred compensation liability(2)	(9,573)		(9,573)		—		—		Non-qualified deferred compensation liability(2)	(13,603)		(13,603)		—		—
Designated Derivative Contracts asset (3)										Designated Derivative Contracts asset (3)	4,968		—		4,968		—

~~The carrying value of money-market funds approximates the fair value as it is considered a highly liquid investment with an original maturity of three months or less when purchased.~~


	As of		Measured Using
	March 31, 2023		Level 1		Level 2		Level 3
Money-market funds (1)	$	675,468	$	675,468	$	—	$	—
Non-qualified deferred compensation asset (2)	8,399		8,399		—		—
Non-qualified deferred compensation liability (2)	(11,326)		(11,326)		—		—

(1)Money-market funds are recorded in cash and cash equivalents in the condensed consolidated balance sheets.

(2)

The Company sponsors an unfunded, non-qualified deferred compensation plan (NQDC Plan) that permits certain members of its management team the opportunity to defer compensation into the NQDC Plan. A rabbi trust was established as a reserve for benefits payable under the NQDC Plan, with the assets invested in Company-owned life insurance policies. Deferred compensation is recognized based on the fair value of the participants' accounts.

As of ~~December 31, 2022,~~September 30, 2023, the non-qualified deferred compensation asset of ~~$8,196~~$9,409 is recorded in other assets in the condensed consolidated balance ~~sheets. As~~sheets, and of ~~December 31, 2022,~~ the $13,603 non-qualified deferred compensation liability, ~~of $10,543~~$615 is recorded ~~in the condensed consolidated balance sheets, with $602~~ in other accrued expenses and ~~$9,941~~$12,988 is recorded in other long-term ~~liabilities.~~liabilities in the condensed consolidated balance

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

sheets. As of March 31, ~~2022,~~2023, the non-qualified deferred compensation asset of ~~$8,933~~$8,399 is recorded in other assets in the condensed consolidated balance ~~sheets. Further,~~sheets, and of the $11,326 non-qualified deferred compensation liability, ~~of $9,573~~$737 is recorded in other accrued expenses and $10,589 is recorded in other long-term liabilities in the condensed consolidated balance ~~sheets, with $936 in other accrued expenses and $8,637 in other long-term liabilities.~~sheets.

(3)

The fair value of ~~foreign currency forward or option contracts~~Designated Derivative Contracts is 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~~7, “Derivative Instruments,"” for further information, including ~~definitions~~the definition of the ~~terms~~term Designated Derivative ~~Contracts and Non-Designated Derivative~~ Contracts.

The Company's non-financial assets, such as other long-lived assets and definite-lived intangible assets, which include operating lease assets, machinery and equipment, leasehold improvements, and definite-lived trademarks; as well as indefinite-lived intangible assets and goodwill, are not required to be carried at fair value on a recurring basis and are reported at carrying value. Instead, these assets are tested for impairment annually, or when an event occurs or changes in circumstances indicate the carrying value may not be recoverable. When determining fair value, Level 3 measurements are used for the estimates and assumptions, including undiscounted future cash flows expected to be generated by the asset groups based upon historical experience, expected market conditions, as well and management's plans.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

Note 4. Income Taxes

Income tax expense and the effective income tax rate were as follows:


		Three Months Ended December 31,						Nine Months Ended December 31,							Three Months Ended September 30,						Six Months Ended September 30,
		2022			2021			2022			2021				2023			2022			2023			2022
Income tax expense	Income tax expense	$	86,642		$	60,014		$	126,189		$	99,158		Income tax expense	$	55,770		$	27,394		$	73,582		$	39,547
Effective income tax rate	Effective income tax rate	23.7		%	20.5		%	22.9		%	20.6		%	Effective income tax rate	23.8		%	21.2		%	23.3		%	21.3		%

The tax provisions during the three and ~~nine~~six months ended ~~December 31,~~September 30, 2023, and 2022 ~~and 2021~~ were computed using the estimated effective income tax rate applicable to each of the domestic and foreign taxable jurisdictions for the fiscal years ending March 31, ~~2023~~2024 (current fiscal year), and March 31, ~~2022,~~2023, respectively, and were adjusted for discrete items that occurred within the periods presented above.

During the three and six months ended ~~December 31, 2022,~~September 30, 2023, the net increase in the effective income tax rate, compared to the prior period, was primarily ~~driven by higher income from operations, including~~due to changes in the jurisdictional mix of worldwide income before income taxes, ~~as well as reduced~~and slightly lower net discrete tax ~~benefits, primarily due to stock-based compensation and return to provision adjustments, partially offset by reserves for uncertain tax positions.~~

During the nine months ended December 31, 2022, the net increase in the effective income tax rate, compared to the prior period, was primarily driven by higher income from operations, including changes in jurisdictional mix of worldwide income before income taxes, as well as reduced net discrete tax benefits, primarily due to stock-based compensation and reserves for uncertain tax positions, partially offset by return to provision adjustments.

~~Note 5. Revolving Credit Facilities~~

~~Primary Credit Facility.~~ In December 2022, the Company refinanced in full and terminated its prior credit agreement originally entered into in September 2018 (Prior Credit Agreement). There were no outstanding borrowings during the nine months ended December 31, 2022, nor at the time of termination, and no penalties paid as a result of the termination. However, the Company has outstanding letters of credit of $940 under the Prior Credit Agreement as of December 31, 2022, which are expected to be transferred to the Credit Agreement (as defined below) during the remainder of the Company's current fiscal year.

The refinanced revolving credit facility agreement is with Citibank, N.A. (Citibank) as administrative agent, Comerica Bank, as sole syndication agent, and the lenders party thereto (Credit Agreement). The Credit Agreement provides for a five-year, $400,000 unsecured revolving credit facility (Primary Credit Facility), contains a $25,000 sublimit for the issuance of letters of credit, and matures on December 19, 2027, subject to extension on early termination as described in the Credit Agreement.

In addition to allowing borrowings in US dollars, the Primary Credit Facility provides a $175,000 sublimit for borrowings in Euros, Sterling, Canadian dollars and any other foreign currency that is subsequently approved by Citibank, each lender and each bank issuing letters of credit. Subject to customary conditions, the Company has the option to increase the maximum principal amount available up to an additional $300,000, resulting in a maximum available principal amount of $700,000. However, none of the lenders has committed at this time to provide any such increase in the commitments.

The obligations of the Company and each other borrower under the Primary Credit Facility are guaranteed by the Company’s existing and future wholly owned domestic subsidiaries that meet certain materiality thresholds, subject to limited exceptions. All obligations under the Primary Credit Facility and the foregoing guaranty are unsecured, and amounts borrowed may be prepaid at any time without a premium or penalty, subject to limited exceptions.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

Certain of the Company's foreign subsidiaries may also borrow under the Primary Credit Facility, which permits the Company, subject to customary conditions, to designate one or more additional subsidiaries organized in foreign jurisdictions to borrow. The Company is liable for the obligations of each foreign borrower, but the obligations of the foreign borrowers are several (not joint) in nature.

~~Interest Rate Terms.~~ At the Company’s election, revolving loans issued under the Primary Credit Facility will bear interest at the adjusted term SOFR, the adjusted Euro InterBank Offered Rate (EURIBOR), the Sterling Overnight Index Average (SONIA), the Canadian Dollar Offered Rate (CDOR), or the adjusted Alternate Base Rate (ABR), in each case plus the applicable interest rate margin.

Interest for borrowings in US dollars will be variable and will fluctuate between SOFR, plus 1.00% and 0.10% based on the Company's total net leverage ratio per annum, and ABR, plus 0% per annum. The applicable interest rate margin is based on a pricing grid based on the Company’s total net leverage ratio and ranges from 1.00% per annum to 1.625% per annum in the case of loans based on the SOFR, EURIBOR, SONIA, or CDOR, and from 0.00% to 0.625% per annum in the case of loans based on ABR.

~~As of December 31, 2022, the effective interest rates for SOFR and ABR, with relevant spreads for SOFR and ABR borrowings made during this quarterly period, are 5.16% and 7.50%, respectively.~~

~~Commitment Fees.~~ The Company is required to pay fees of 0.125% to 0.20% per annum on the daily unused amount of the Primary Credit Facility, with the exact commitment fee based on the Company’s total net leverage ratio.

~~Borrowing Activity.~~ During the three months ended December 31, 2022, the Company made no borrowings or repayments under the Primary Credit Facility. As of December 31, 2022, the Company has no outstanding balance, no outstanding letters of credit, and available borrowings of $400,000 under the Primary Credit Facility, with the exception of letters of credit outstanding under the Prior Credit Agreement, discussed above.

~~Deferred Financing Costs.~~ The Company paid certain commitment, arrangement and other fees to certain parties to the Credit Agreement, and reimbursed certain of the parties’ expenses, which totaled $1,537, with $313 recorded in other current assets and $1,224 recorded in other assets in the condensed consolidated balance sheets. These costs will be amortized on a straight-line basis over the term of the Credit Agreement. Deferred financing costs associated with the Prior Credit Agreement had a remaining unamortized balance previously recorded in other current assets in the condensed consolidated balance sheets of $226, and, on the date of refinancing the Primary Credit Facility, were written off to interest expense during the three months ended December 31, 2022.

~~China Credit Facility.~~ In October 2021, 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 $43,483, with an overdraft facility sublimit of CNY100,000, or $14,494. 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 December 31, 2022, the effective interest rate is 3.95%.

During the nine months ended December 31, 2022, the Company made no borrowings or repayments under the China Credit Facility. As of December 31, 2022, the Company has no outstanding balance, outstanding bank guarantees of $29, and available borrowings of $43,454 under the China Credit Facility.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

~~Japan Credit Facility.~~ In March 2016, Deckers Japan, G.K. (Deckers Japan), 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 $22,876, for a maximum term of six months for each draw on the facility. Interest is based on the Tokyo Interbank Offered Rate (TIBOR) plus 0.40%. As of December 31, 2022, the effective interest rate is 0.47%.

The Japan Credit Facility expires on January 31, 2023, and the Company plans to cancel the parent guarantee. If borrowing needs arise, Deckers Japan is able to borrow from one or more of the Company's subsidiaries through intercompany loans as permitted under the Primary Credit Facility.

During the nine months ended December 31, 2022, the Company made no borrowings or repayments under the Japan Credit Facility. As of December 31, 2022, the Company has no outstanding balance and available borrowings of $22,876 under the Japan Credit Facility.

~~Debt Covenants.~~ Under the Credit Agreement, the Company is subject to usual and customary representations and warranties, and contains usual and customary affirmative and negative covenants, which include limitations on liens, additional indebtedness, investments, restricted payments, indemnification provisions in favor of the lenders and transactions with affiliates. The financial covenant requires the total net leverage ratio must not be greater than 3.75 to 1.00).

Under the Credit Agreement, the Company is subject to other customary limitations, as well as usual and customary events of default, which include non-payment of principal, interest, fees and other amounts; breach of a representation or warranty; non-performance of covenants and obligations; default on other material debt; bankruptcy or insolvency; material judgments; incurrence of certain material Employee Retirement Income Security Act of 1974 (ERISA) liabilities; and a change of control of the Company.

~~As of December 31, 2022, the Company is in compliance with all financial covenants under the Primary Credit Facility, China Credit Facility, and Japan Credit Facility.~~benefits.

Note 6.5. Commitments and Contingencies

There were no material changes outside the ordinary course of business during the six months ended September 30, 2023, to the purchase obligations disclosed in the 2023 Annual Report. Refer to Note 7, “Commitments and Contingencies,” in the Company’s consolidated financial statements in Part IV of the 2023 Annual Report for further information on the Company’s contractual obligations and commitments.

Leases. The Company primarily leases retail stores, showrooms, offices, and distribution facilities under operating lease contracts. Some of the ~~Company's~~Company’s operating leases contain extension options between one to 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~~were as follows:


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended September 30,				Six Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Non-cash operating activities	Non-cash operating activities									Non-cash operating activities
Operating lease assets obtained in exchange for lease liabilities*	Operating lease assets obtained in exchange for lease liabilities*	$	12,849	$	8,859	$	26,058	$	35,153	Operating lease assets obtained in exchange for lease liabilities*	$	13,152	$	7,002	$	34,739	$	13,209
Reductions to operating lease assets for reductions to lease liabilities*	Reductions to operating lease assets for reductions to lease liabilities*	(1,241)		(4,669)		(1,649)		(5,293)		Reductions to operating lease assets for reductions to lease liabilities*	(7,606)		(132)		(7,671)		(408)

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

1814

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2023, and 2022 ~~and 2021~~

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

Operating lease liabilities recorded in the condensed consolidated balance sheets exclude an aggregate of ~~$52,443~~$29,935 of undiscounted minimum lease payments due pursuant to leases signed but not yet commenced. ~~These leases are~~The excluded amount primarily relates to the lease for ~~the following:~~

•additional space for the Company's US warehouse and DC in Mooresville, Indiana with an initial lease term of ten years, which the Company expects to be operational in the second quarter of its next fiscal year ending March 31, 2024 (next fiscal year);

•~~a new international UGG brand flagship retail store in Munich, Germany with an initial term of five years, which the Company expects to be opened in the first quarter of its next fiscal year; and,~~

•a new HOKA brand retail store in ~~Nagoya, Japan with an initial lease term of six years, which~~New York City that the Company ~~expects to be opened in~~entered into during the ~~second quarter of its next fiscal year.~~

~~Purchase Obligations.~~three months ended September 30, 2023. The Company ~~has been subject to~~expects the ~~following adjustments to its purchase obligations:~~

~~3PL Agreements. Since March 31, 2022,~~New York City store lease will be operational during the Company has entered into 3PL agreements relating to international logistics operations that require additional minimum commitments of approximately $86,000, which is expected to be paid over a period of ~~three~~ ~~to five years.~~

~~Commodities.~~During December 2022, the Company received refunds of deposits of $10,000 reflecting the return of funds previously advanced to sheepskin suppliers under certain expired supply agreements. Deposits are initially recorded in other assets in the condensed consolidated balance sheets and are returned from sheepskin suppliers as the Company, its affiliates, third-party manufacturers, factories, and other agents (each or collectively, a Buyer) purchase the remaining minimum commitments corresponding to unused sheepskins on previously expired contracts. As ofquarter ending December 31, 2022, an additional deposit refund due but not yet paid of $6,877 was reclassified from other assets to other current assets in the condensed consolidated balance sheets. As of December 31, 2022, remaining deposits recorded in other assets in the condensed consolidated balance sheets is $16,266.

Except as described above, there were no other material changes outside the ordinary course of business during the nine months ended December 31, 2022, to the contractual obligations and other commitments last disclosed in the Company's 2022 Annual Report and as of March 31, 2022.2023.

Litigation. From time to time, the Company is involved in various legal proceedings, disputes, and other claims arising in the ordinary course of business, including employment, intellectual property, and product liability claims. Although the results of these matters cannot be predicted with certainty, the Company believes it is not currently ~~believes that the outcome of these ordinary course matters will not, individually~~a party to any legal proceedings, disputes, or ~~in the aggregate, have~~other claims for which a material ~~adverse effect on its business, results~~loss is considered probable and for which the amount (or range) of ~~operations, financial condition, or cash flows.~~loss is reasonably estimable. However, regardless of the merit of the claims raised or the outcome, these ~~ordinary course~~ matters can have an adverse impact on the Company ~~because~~as a result of legal costs, diversion of ~~management~~management’s time and resources, and other factors.

Note 7.6. Stock-Based Compensation

From time to time, the Company grants various types of stock-based compensation under the 2015 Stock Incentive Plan (2015 SIP), including time-based restricted stock units (RSUs), performance-based restricted stock units (PSUs), and long-term incentive plan PSUs (LTIP PSUs), to key personnel, including employees and directors. During the ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, no additional awards were granted under the 2015 SIP, with the exception of the ~~RSUs~~RSU and LTIP ~~PSUs~~PSU awards summarized below. Refer to Note 8, “Stock-Based Compensation,” of our consolidated financial statements in Part IV of our ~~2022~~2023 Annual Report for further information on previously granted awards under the 2015 SIP.

Annual Awards. The Company granted the following awards under the 2015 SIP during the periods presented, which were recorded in the condensed consolidated statements of comprehensive income:

Nine Months Ended December 31,
2022 2021
Shares Granted Weighted-average grant date fair value per share Shares Granted Weighted-average grant date fair value per share
RSUs 50,923 $ 337.44 40,062 $ 386.17


	Six Months Ended September 30,
	2023			2022
	Shares Granted	Weighted-average grant date fair value per share		Shares Granted	Weighted-average grant date fair value per share
RSUs	35,371	$	549.90	47,545	$	334.74

RSUs are subject to time-based vesting criteria and typically vest in equal annual installments over three years following the date of grant. Stock-based compensation is recorded net of estimated forfeitures in SG&A expenses in the condensed consolidated statements of comprehensive income. Future unrecognized stock-based compensation for annual awards, including RSUs outstanding, as of ~~December 31, 2022~~September 30, 2023, was ~~$18,720.~~$26,151.

Long-Term Incentive Plan Awards. During the ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, the Company approved awards under the 2015 SIP for the issuance of PSUs ~~(2023~~(2024 LTIP PSUs), which were awarded to certain members of the ~~Company's~~Company’s management team, including the ~~Company's~~Company’s named executive officers and vice presidents. The ~~2023~~2024 LTIP PSUs are subject to vesting based on service conditions over ~~either~~ ~~two~~ or three years. The Company must meet certain revenue and pre-tax income performance targets individually over ~~three~~36-month reporting periods for the fiscal years ending March 31, ~~2023,~~ 2024, 2025, and ~~2025~~2026 (collectively, the Measurement Periods). The ~~2023~~2024 LTIP PSUs incorporate a relative total stockholder return (TSR) modifier for ~~both the 24-month performance period (commencing April 1, 2022) ending March 31, 2024, and~~ the 36-month performance period (commencing April 1, ~~2022)~~2023) ending March 31, ~~2025~~2026 (collectively, the Performance Periods). To the extent financial performance is achieved above the threshold levels for each of these performance criteria, the number of ~~2023~~2024 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 ~~2023~~2024 LTIP PSUs will occur if the Company fails to achieve the pre-established minimum revenue and pre-tax income amounts for each reporting period. 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 ~~2023~~2024 LTIP PSU will be subject to adjustment based on the application of the TSR modifier. The amount of the adjustment will be

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

determined based on a comparison of the ~~Company's~~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 of ~~32,735 2023~~20,846 2024 LTIP PSUs at the target performance level during the ~~nine~~six months ended ~~December 31, 2022.~~September 30, 2023. The weighted-average grant date fair value per share of these ~~2023~~2024 LTIP PSUs was ~~$387.44.~~$633.91. Based on the ~~Company's~~Company’s current long-range forecast, the Company determined that the achievement of at least the minimum threshold target performance criteria was probable as of ~~December 31, 2022.~~September 30, 2023. Future unrecognized stock-based compensation for the current performance attainment level of all LTIP PSUs outstanding as of ~~December 31, 2022,~~September 30, 2023, including the ~~2023~~2024 LTIP PSUs discussed above, the ~~2022~~2023 LTIP PSUs, and the ~~2021~~2022 LTIP PSUs, is ~~$17,813.~~$26,047.

Note 8.7. Derivative Instruments

The Company enters into foreign currency forward or option contracts (derivative contracts)~~, generally~~ with maturities of 15 months or less to manage foreign currency risk and certain of these derivative contracts are designated as cash flow hedges of forecasted sales (Designated Derivative Contracts). The Company ~~may~~ also ~~enter~~enters into derivative contracts that are not designated as cash flow hedges (Non-Designated Derivative Contracts), to offset a portion of the anticipated gains and losses on certain intercompany balances until the expected time of repayment. The Company does not use derivative contracts for trading purposes.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

The after-tax unrealized gains or losses from changes in fair value of Designated Derivative Contracts is 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. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and the accumulated gains or losses in AOCL related to the hedging relationship are immediately recorded in ~~other comprehensive income (OCI)~~OCI in the condensed consolidated statements of comprehensive income. 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 ~~December 31, 2022,~~September 30, 2023, the Company has the following ~~derivative contracts~~Designated Derivative Contracts recorded at fair value in the condensed consolidated balance sheets:

Designated
Derivative Contracts Non-Designated Derivative Contracts Total
Notional value $ 33,525 $ — $ 33,525
Fair value recorded in other current assets 185 — 185
Fair value recorded in other accrued expenses (498) — (498)



Notional value	$	115,721
Fair value recorded in other current assets	4,968

As of ~~December 31, 2022,~~September 30, 2023, three counterparties hold the ~~Company's~~Company’s outstanding derivative contracts, all of which are ~~held by an aggregate of one counterparty, with a maturity date within~~expected to mature in the next ~~three~~six months. As of March 31, ~~2022,~~2023, the Company had no outstanding derivative contracts.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

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

Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 2022 2021
(Loss) Gain recorded in Other comprehensive income $ (1,270) $ 105 $ 1,535 $ 4,154
Reclassifications from Accumulated other comprehensive loss into net sales (1,479) (2,107) (1,848) (2,869)
Income tax benefit (expense) in Other comprehensive income 666 485 76 (311)
Total $ (2,083) $ (1,517) $ (237) $ 974


	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Gain recorded in OCI	$	4,705	$	1,805	$	5,116	$	2,805
Reclassifications from AOCL into net sales	(170)		(369)		(149)		(369)
Income tax expense in OCI	(1,132)		(348)		(1,212)		(590)
Total	$	3,403	$	1,088	$	3,755	$	1,846

~~The following table summarizes the effect of~~There was no gain or loss for Non-Designated Derivative Contracts recorded during the three and six months ended September 30, 2023; and there was a $1,836 and $1,916 gain recorded in SG&A expenses in the condensed consolidated statements of comprehensive ~~income:~~

Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 2022 2021
(Loss) Gain recorded in SG&A expenses $ (398) $ (157) $ 1,518 $ 591
income during the three and six months ended September 30, 2022, respectively.

The non-performance risk of the Company and its counterparties did not have a material impact on the fair value of its derivative contracts. As of ~~December 31, 2022,~~September 30, 2023, the amount of unrealized gains on derivative contracts recorded in AOCL is expected to be reclassified into net sales within the next ~~three~~six months. Refer to Note ~~9, "Stockholders'~~8, “Stockholders’ Equity,"” for further information on the components of AOCL.

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

Note ~~9. Stockholders'~~8. Stockholders’ Equity

Stock Repurchase Program. The ~~Company's~~Company’s Board of Directors has approved various authorizations under the ~~Company's~~Company’s stock repurchase program to repurchase shares of its common stock ~~including a July 27, 2022 approval to increase its stock~~in the open market or in privately negotiated transactions (stock repurchase ~~authorization by $1,200,000, (collectively,~~program). As of September 30, 2023, the aggregate remaining approved amount under the stock repurchase ~~program).~~program is $1,145,697. The stock repurchase program does not ~~oblige~~obligate the Company to acquire any amount of common stock and may be suspended at any time at the ~~Company's~~Company’s discretion. ~~As of December 31, 2022, the aggregate remaining approved amount under the stock repurchase program is $1,459,145.~~

Stock repurchase activity under the ~~Company's~~Company’s stock repurchase program was as follows:

Nine Months Ended December 31,
2022 2021
Total number of shares repurchased* 685,075 735,976
Weighted average price paid per share $ 284.44 $ 362.36
Dollar value of shares repurchased** $ 194,862 $ 266,684


	Six Months Ended September 30,
	2023		2022
Dollar value of shares repurchased (1) (2)	$	210,938	$	150,240
Total number of shares repurchased (3)	399,388		557,675
Weighted average price per share paid	$	528.15	$	269.41

*(1) The dollar value of shares repurchased excludes the cost of broker commissions, excise taxes, and other costs.

(2) May not calculate on rounded dollars.

(3)All share repurchases were made pursuant to ~~our publicly announced~~the Company’s stock repurchase program in open-market transactions.

** May not calculate on rounded dollars.

Subsequent to September 30, 2023, through October 12, 2023, the Company repurchased 88,928 shares in open-market transactions for $44,941 at a weighted average price per share paid of $505.36 and had an aggregate authorized amount of $1,100,756 remaining under the stock repurchase program.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

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


		December 31, 2022		March 31, 2022			September 30, 2023		March 31, 2023
Unrealized loss on cash flow hedges		$	(237)	$	—
Unrealized gain on cash flow hedges						Unrealized gain on cash flow hedges	$	3,755	$	—
Cumulative foreign currency translation loss	Cumulative foreign currency translation loss	(40,039)		(24,955)		Cumulative foreign currency translation loss	(53,206)		(39,035)
Total	Total	$	(40,276)	$	(24,955)	Total	$	(49,451)	$	(39,035)

Note ~~10.~~9. Basic and Diluted Shares

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


		Three Months Ended December 31,		Nine Months Ended December 31,			Three Months Ended September 30,		Six Months Ended September 30,
		2022	2021	2022	2021		2023	2022	2023	2022
Basic	Basic	26,418,000	27,428,000	26,570,000	27,630,000	Basic	26,031,000	26,517,000	26,098,000	26,646,000
Dilutive effect of equity awards	Dilutive effect of equity awards	168,000	235,000	170,000	274,000	Dilutive effect of equity awards	147,000	165,000	153,000	169,000
Diluted	Diluted	26,586,000	27,663,000	26,740,000	27,904,000	Diluted	26,178,000	26,682,000	26,251,000	26,815,000

Excluded	Excluded					Excluded
RSUs and PSUs	RSUs and PSUs	2,000	1,000	17,000	2,000	RSUs and PSUs	19,000	45,000	33,000	47,000
LTIP PSUs	LTIP PSUs	105,000	90,000	105,000	90,000	LTIP PSUs	117,000	115,000	117,000	115,000

Deferred Non-Employee Director Equity Awards	Deferred Non-Employee Director Equity Awards	1,000	—	2,000	—	Deferred Non-Employee Director Equity Awards	—	2,000	—	2,000
Employee Stock Purchase Plan		1,000	—	—	—

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

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 antidilutive; (2) the necessary conditions had not been satisfied for the shares to be deemed issuable based on the ~~Company's~~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)~~antidilutive). 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.~~10. Reportable Operating Segments

Information reported to the Chief Operating Decision Maker (CODM), who is the ~~Company's~~Company’s Chief Executive Officer (CEO), President, and Principal Executive Officer (PEO), is organized into the ~~Company's~~Company’s six 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.

Segment Net Sales and Income from Operations. 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~~Company’s warehouses and ~~DC's,~~DCs, certain executive and stock-based compensation, accounting, finance, legal, information

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

technology (IT), human resources, and facilities, among others. Inter-segment sales from the Company’s wholesale reportable operating segments to the DTC reportable operating segment are at the Company’s cost, and there is no inter-segment profit on these inter-segment sales, nor are they reflected in income (loss) from operations of the wholesale reportable operating segments as these transactions are eliminated in consolidation.

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


		Three Months Ended December 31,				Nine Months Ended December 31,					Three Months Ended September 30,				Six Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net sales	Net sales									Net sales
UGG brand wholesale	UGG brand wholesale	$	374,082	$	432,093	$	873,249	$	915,925	UGG brand wholesale	$	451,841	$	361,305	$	573,386	$	499,167
HOKA brand wholesale	HOKA brand wholesale	223,872		122,636		678,792		420,763		HOKA brand wholesale	262,973		223,035		523,820		454,920
Teva brand wholesale	Teva brand wholesale	25,180		16,287		91,662		78,857		Teva brand wholesale	12,150		19,587		47,282		66,482
Sanuk brand wholesale	Sanuk brand wholesale	3,040		3,138		18,826		20,540		Sanuk brand wholesale	3,348		5,060		9,818		15,786
Other brands wholesale	Other brands wholesale	20,169		24,247		49,721		51,806		Other brands wholesale	29,862		27,559		31,289		29,552
Direct-to-Consumer	Direct-to-Consumer	699,297		589,351		1,123,465		926,441		Direct-to-Consumer	331,733		239,068		582,103		424,168
Total	Total	$	1,345,640	$	1,187,752	$	2,835,715	$	2,414,332	Total	$	1,091,907	$	875,614	$	1,767,698	$	1,490,075




Income (loss) from operations
UGG brand wholesale	$	165,902	$	112,083	$	182,768	$	142,748
HOKA brand wholesale	81,873		63,576		168,397		133,192
Teva brand wholesale	(647)		2,737		8,590		15,230
Sanuk brand wholesale	(303)		350		456		2,816
Other brands wholesale	6,459		5,837		4,418		5,368
Direct-to-Consumer	112,255		59,936		187,717		101,156
Unallocated overhead costs	(140,922)		(116,688)		(256,993)		(216,338)
Total	$	224,617	$	127,831	$	295,353	$	184,172

2219

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and ~~Nine~~Six Months Ended ~~December 31,~~September 30, 2023, and 2022 ~~and 2021~~

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

Income (loss) from operations
UGG brand wholesale $ 114,372 $ 126,085 $ 257,120 $ 283,624
HOKA brand wholesale 68,658 18,039 201,850 107,696
Teva brand wholesale 3,976 2,188 19,206 21,599
Sanuk brand wholesale (1,048) (31) 1,768 4,896
Other brands wholesale (1,851) 1,139 3,517 12,004
Direct-to-Consumer 292,693 257,517 393,849 335,934
Unallocated overhead costs (114,140) (111,541) (330,478) (282,344)
Total $ 362,660 $ 293,396 $ 546,832 $ 483,409

Segment Assets. Assets allocated to each reportable operating segment include trade accounts receivable, ~~net; inventories;~~net, inventories, property and equipment, ~~net;~~net, operating lease assets, goodwill, other intangible assets, ~~net;~~net, and certain other assets that are specifically identifiable for one of the ~~Company's~~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;~~net, and various other corporate assets shared by the ~~Company's~~Company’s reportable operating segments.

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


		December 31, 2022		March 31, 2022			September 30, 2023		March 31, 2023
Assets	Assets					Assets
UGG brand wholesale	UGG brand wholesale	$	435,559	$	382,837	UGG brand wholesale	$	740,892	$	261,683
HOKA brand wholesale	HOKA brand wholesale	467,288		293,025		HOKA brand wholesale	361,699		446,450
Teva brand wholesale	Teva brand wholesale	83,320		91,140		Teva brand wholesale	48,519		94,735
Sanuk brand wholesale	Sanuk brand wholesale	41,224		40,766		Sanuk brand wholesale	30,971		41,405
Other brands wholesale	Other brands wholesale	45,076		32,429		Other brands wholesale	51,734		24,448
Direct-to-Consumer	Direct-to-Consumer	227,883		191,193		Direct-to-Consumer	258,211		219,194
Total assets from reportable operating segments	Total assets from reportable operating segments	1,300,350		1,031,390		Total assets from reportable operating segments	1,492,026		1,087,915
Unallocated cash and cash equivalents	Unallocated cash and cash equivalents	1,057,843		843,527		Unallocated cash and cash equivalents	823,051		981,795
Unallocated deferred tax assets, net	Unallocated deferred tax assets, net	63,318		64,217		Unallocated deferred tax assets, net	71,078		72,592
Unallocated other corporate assets	Unallocated other corporate assets	387,778		393,116		Unallocated other corporate assets	462,378		413,901
Total	Total	$	2,809,289	$	2,332,250	Total	$	2,848,533	$	2,556,203

~~DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES~~

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

~~For the Three and Nine Months Ended December 31, 2022, and 2021~~

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

Note ~~12.~~11. Concentration of Business

Regions and Customers. The Company sells its products globally to customers and ~~end~~ consumers in various countries, with net sales concentrations as follows:

Three Months Ended December 31, Nine Months Ended December 31,
2022 2021 2022 2021
International net sales $ 438,797 $ 391,603 $ 926,648 $ 767,489
% of net sales 32.6 % 33.0 % 32.7 % 31.8 %
Net sales in foreign currencies $ 329,911 $ 332,968 $ 631,982 $ 580,949
% of net sales 24.5 % 28.0 % 22.3 % 24.1 %
Ten largest global customers as % of net sales 24.6 % 26.4 % 27.4 % 28.8 %


	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2022			2023			2022
International net sales	$	343,874		$	257,905		$	600,130		$	487,851
% of net sales	31.5		%	29.5		%	33.9		%	32.7		%
Net sales in foreign currencies	$	292,344		$	193,130		$	441,315		$	302,071
% of net sales	26.8		%	22.1		%	25.0		%	20.3		%
Ten largest global customers as % of net sales	33.6		%	40.1		%	27.9		%	30.1		%

For the three and ~~nine~~six months ended ~~December 31,~~September 30, 2023, and 2022, ~~and 2021,~~ no single foreign country comprised 10.0% or more of the ~~Company's~~Company’s total net sales. For the three ~~and nine~~ months ended ~~December 31, 2022, and 2021,~~September 30, 2023, no single global customer accounted for 10.0% or more of the ~~Company's~~Company’s net sales, compared to one single global customer for the three months ended September 30, 2022. For the six months ended September 30, 2023, and 2022, no single global customer accounted for 10.0% or more of the Company’s net sales.

As of ~~December 31, 2022,~~September 30, 2023, the Company has ~~one customer~~two customers that ~~represents 16.2%~~represent 24.0% of trade accounts receivable, net, compared to ~~one customer~~no customers that ~~represents 11.2%~~represent 10.0% of trade accounts receivable, net, as of March 31, ~~2022.~~2023. 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.

DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended September 30, 2023, and 2022

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

Cash and Cash Equivalents.The Company maintains a portion of its cash in Federal Deposit Insurance Corporation (FDIC) insured bank deposit accounts which, at times, may exceed federally insured limits. To date, the Company has not experienced any losses in such accounts. The Company does not believe, based on the size and strength of the banking institutions used, it is exposed to any significant credit risks in cash.

Suppliers. The ~~Company's~~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 two 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:


		December 31, 2022		March 31, 2022			September 30, 2023		March 31, 2023
United States	United States	$	224,773	$	208,078	United States	$	270,047	$	244,529
Foreign*	Foreign*	17,821		14,371		Foreign*	25,165		22,150
Total	Total	$	242,594	$	222,449	Total	$	295,212	$	266,679

*No single foreign country’s property and equipment, net, represents 10.0% or more of the Company’s total property and equipment, net, as of ~~December 31, 2022,~~September 30, 2023, and March 31, ~~2022.~~2023.

Note 12. Supplier Finance Program

The Company has a voluntary SFP administered through a third-party platform that provides the Company’s independent manufacturers and suppliers of inventory (inventory suppliers) the opportunity to sell their receivables due from the Company to participating financial institutions in advance of the invoice due date, at the sole discretion of both inventory suppliers and the financial institutions. The Company is not party to the agreements between these third parties and has no economic interest in an inventory suppliers’ decision to sell a receivable.

The Company’s payment obligations, including the amounts due and payment terms, which generally do not exceed 90 days, are not impacted by the inventory suppliers’ election to participate in the SFP, and the Company provides no guarantees to any third parties under the SFP. Accordingly, amounts due to inventory suppliers that elected to participate in the SFP are presented in trade accounts payable in the condensed consolidated balance sheets.

As of September 30, 2023, and March 31, 2023, the Company had $7,513 and $7,740, respectively, of balances outstanding related to the SFP recorded in trade accounts payable in the condensed consolidated balance sheets.

2421

Item 2. ~~Management's~~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~~“Financial Statements,"” within this Quarterly Report, and the audited consolidated financial statements included in Part II, Item 8, ~~"Financial~~“Financial Statements and Supplementary Data,"” of our ~~2022~~2023 Annual Report.

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

Financial Highlights

Consolidated financial performance highlights for the ~~nine~~six months ended ~~December 31, 2022~~September 30, 2023, (fiscal year to date), compared to the prior period, were as follows:

•Net sales increased ~~17.5%~~18.6% to ~~$2,835,715.~~$1,767,698.

◦Channel

▪Wholesale channel net sales increased ~~15.1%~~11.2% to ~~$1,712,250.~~$1,185,595.

▪DTC channel net sales increased ~~21.3%~~37.2% to ~~$1,123,465.~~$582,103.

◦Geography

▪Domestic net sales increased ~~15.9%~~16.5% to ~~$1,909,067.~~$1,167,568.

▪International net sales increased ~~20.7%~~23.0% to ~~$926,648.~~$600,130.

•Gross margin ~~decreased 130~~increased 450 basis points to ~~50.4%~~52.6%.

•Income from operations increased ~~13.1%~~60.4% to ~~$546,832.~~$295,353.

•Diluted earnings per share increased ~~by $2.17 per share~~68.9% to ~~$15.90~~$9.22 per share.

Trends and Uncertainties Impacting Our Business and Industry

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

Supply Chain

•~~Similar to other companies in~~To support our ~~industry,~~growing business, we continue to ~~monitor pressures~~expand our network of global warehouses, DCs, and 3PLs, while diversifying and increasing the number of third-party manufacturers we engage, which has resulted in higher costs in the ~~global supply chain, which has shifted the timing of shipments across our brands compared~~current fiscal year. We expect to ~~the prior period. However, we are beginning~~continue to ~~see improvements~~invest in ~~transit lead times~~ and ~~related freight costs, compared~~build upon these infrastructure capabilities to ~~the prior period, but these impacts do remain elevated compared to pre-pandemic levels and we expect will~~ continue ~~in the near term.~~

•~~While we are actively managing our inventory positions, including investing in supply chain and related tools, our short-term priority remains~~ meeting customer ~~demand~~ and ~~expectations,~~consumer demand, which may result in ~~inventory levels outpacing sales growth~~higher costs in ~~the near term.~~future periods.

2522

•We continue to be flexible in adapting to the fluid logistics environment by implementing additional measures to mitigate the effects of supply chain disruptions, which has and may continue to result in higher costs. Our efforts include expanding our global warehouses, DCs, and 3PL arrangements, as well as diversifying and increasing the number of our third-party manufacturers.

Brand and Omni-Channel Strategy

•We remain focused on ~~accelerating~~increasing global consumer awareness and adoption of the HOKA brand, ~~with all geographic regions and distribution channels experiencing significant year-round growth,~~ which has continued to positively ~~impacted~~impact our financial results and seasonality trends. Our efforts to drive HOKA brand performance are primarily focused on ~~distribution management,~~ launching innovative and diverse product offerings and global marketing campaigns to drive brand awareness, ~~and~~ further expanding the HOKA brand presence through our DTC ~~channel.~~channel, and distribution management.

•Our ongoing marketplace ~~strategies~~management strategy in Europe and Asia ~~(international reset strategies) have continued~~continues to drive UGG and HOKA brand awareness and consumer acquisition by building brand acceptance and heat through localized marketing investments. ~~However, unfavorable foreign currency exchange rates have partially offset international growth of the UGG brand in the current fiscal year.~~

•Our long-term growth strategy remains focused on building our DTC channel to represent an increased portion of our total net sales, and prioritizing consumer acquisition and experience to sustain strong demand and market positions for our brands.

•WeAs we continue to ~~adopt selective price increases as appropriate by brand~~focus on effective resource allocation and ~~product, which~~the execution of our long-term objectives, we ~~believe can help mitigate gross margin pressures.~~intend to divest the Sanuk brand.

Refer to Part I, Item 1A, “Risk Factors,” of our ~~2022~~2023 Annual Report for detailed information on the risks and uncertainties that ~~have the potential to~~may cause our actual results to differ materially from our expectations.

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 (primarily consisting of the Koolaburra brand), 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.

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, as well as apparel and accessories. Originally designed for ultra-runners, the brand now appeals to world champions, taste makers, and everyday athletes. Strong marketing and strategic marketplace presence has fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is ~~rapidly~~ growing within selective key accounts. As a result, the HOKA brand is bolstering its net sales, which continue to increase as a percentage of our aggregate net ~~sales.~~sales and positively impact seasonality trends.

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.

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

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

Refer to the “Reportable Operating Segment Overview,” in Part II, Item 7, ~~“Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our ~~2022~~2023 Annual Report for further discussion of our outlook on consumer demand drivers for our UGG, HOKA, Teva, Sanuk, and Other brands products.

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

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

•E-Commerce ~~Business.~~ Business. Our global e-commerce business provides us with an opportunity to directly engage and connect with our consumers, and communicate a consistent ~~brand~~ message ~~to consumers~~ that ~~is in line with~~promotes our brands’ promises ~~encourages~~and awareness of key brand initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores.

•Retail Business. Our global Company-owned mono-branded retail stores are predominantly UGG brand concept stores and UGG brand outlet stores, as well as ~~new openings~~HOKA brand stores, which we continue to launch in strategic locations. Through our outlet stores, we sell some of our discontinued styles from prior seasons, full price in-line products, as well as products made specifically for ~~HOKA brand~~the outlet stores.

•Flagship Stores. ~~Primarily~~Global concept stores include flagship stores, which are primarily located in major tourist ~~locations, these~~locations. These are ~~lead~~premium mono-branded stores in ~~prominent locations~~key markets designed to showcase UGG and HOKA brand ~~products in mono branded~~products. Flagship stores ~~that are typically larger than our general concept stores with~~provide broader product offerings and generate greater traffic that enhance our interaction with ~~our~~ consumers and increase brand loyalty.

•Shop-in-Shop Stores (SIS). ~~Concept~~SIS are 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.~~sales and for which we own the inventory.

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

Our net sales related to the businesses and stores above are recorded in our DTC reportable operating segment, except for the net sales for partner retail stores, which are recorded in each respective brand's wholesale reportable operating segment, as applicable.

Use of Non-GAAP Financial Measures

Throughout this 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 certain 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 results of operations and assessing our prospects for future performance. However, the information presented on a constant currency basis, as we present such information, may not necessarily be comparable to similarly titled information, presented by other companies, and may not be appropriate measures for comparing our performance relative to other companies. For example, ~~in order~~ to calculate our constant currency information, we calculate the current period financial information using the foreign currency exchange rates that were in effect during the previous comparable period, excluding the effects of foreign currency exchange rate hedges and remeasurements in the 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 financial or operating performance as determined in accordance with US GAAP. Constant currency measures should not be considered in isolation as an alternative to US dollar measures that reflect current period foreign currency exchange rates or to other financial or operating measures presented in accordance with US GAAP. We believe evaluating certain financial and operating measures on a constant currency basis is important as it excludes the impact of foreign currency exchange rate fluctuations that are not indicative of our core results of operations and are largely outside of our control.

2724

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~~brand’s year-round performance product offerings. Due to the magnitude of the UGG brand relative to our other brands, our aggregate net sales in the quarters ending September 30th and December 31st have historically significantly exceeded our aggregate net sales in the quarters ending March 31st and June 30th. However, as we continue to take steps to diversify and expand our product offerings by creating more year-round styles, and as net sales of the HOKA brand continue to increase as a percentage of our aggregate net sales, we have seen and expect to continue to see the impact from seasonality ~~to continue to~~ decrease over time. ~~However, our seasonality has recently been impacted by supply chain challenges and the impact of these challenges on future periods is uncertain.~~

Results of Operations

Three Months Ended ~~December 31, 2022,~~September 30, 2023, Compared to Three Months Ended ~~December 31, 2021~~September 30, 2022. Results of operations were as follows:


		Three Months Ended December 31,													Three Months Ended September 30,
		2022				2021				Change					2023				2022				Change
		Amount		%		Amount		%		Amount		%			Amount		%		Amount		%		Amount		%
Net sales	Net sales	$	1,345,640	100.0	%	$	1,187,752	100.0	%	$	157,888	13.3	%	Net sales	$	1,091,907	100.0	%	$	875,614	100.0	%	$	216,293	24.7	%
Cost of sales	Cost of sales	633,111		47.0		566,531		47.7		(66,580)		(11.8)		Cost of sales	508,888		46.6		453,693		51.8		(55,195)		(12.2)
Gross profit	Gross profit	712,529		53.0		621,221		52.3		91,308		14.7		Gross profit	583,019		53.4		421,921		48.2		161,098		38.2
Selling, general, and administrative expenses	Selling, general, and administrative expenses	349,869		26.0		327,825		27.6		(22,044)		(6.7)		Selling, general, and administrative expenses	358,402		32.8		294,090		33.6		(64,312)		(21.9)
Income from operations	Income from operations	362,660		27.0		293,396		24.7		69,264		23.6		Income from operations	224,617		20.6		127,831		14.6		96,786		75.7
Total other (income) expense, net		(2,644)		(0.1)		439		—		3,083		702.3
Total other income, net														Total other income, net	(9,700)		(0.9)		(1,087)		(0.1)		8,613		792.4
Income before income taxes	Income before income taxes	365,304		27.1		292,957		24.7		72,347		24.7		Income before income taxes	234,317		21.5		128,918		14.7		105,399		81.8
Income tax expense	Income tax expense	86,642		6.4		60,014		5.1		(26,628)		(44.4)		Income tax expense	55,770		5.1		27,394		3.1		(28,376)		(103.6)
Net income	Net income	278,662		20.7		232,943		19.6		45,719		19.6		Net income	178,547		16.4		101,524		11.6		77,023		75.9
Total other comprehensive income (loss), net of tax		12,086		0.9		(4,261)		(0.3)		16,347		383.6
Total other comprehensive loss, net of tax														Total other comprehensive loss, net of tax	(2,117)		(0.2)		(12,441)		(1.4)		10,324		83.0
Comprehensive income	Comprehensive income	$	290,748	21.6	%	$	228,682	19.3	%	$	62,066	27.1	%	Comprehensive income	$	176,430	16.2	%	$	89,083	10.2	%	$	87,347	98.1	%

Net income per share	Net income per share													Net income per share
Basic	Basic	$	10.55			$	8.49			$	2.06			Basic	$	6.86			$	3.83			$	3.03	79.1	%
Diluted	Diluted	$	10.48			$	8.42			$	2.06			Diluted	$	6.82			$	3.80			$	3.02	79.5	%

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


		Three Months Ended December 31,									Three Months Ended September 30,
		2022		2021		Change					2023		2022		Change
		Amount		Amount		Amount		%			Amount		Amount		Amount		%
Net sales by location	Net sales by location									Net sales by location
Domestic	Domestic	$	906,843	$	796,149	$	110,694	13.9	%	Domestic	$	748,033	$	617,709	$	130,324	21.1	%
International	International	438,797		391,603		47,194		12.1		International	343,874		257,905		85,969		33.3
Total	Total	$	1,345,640	$	1,187,752	$	157,888	13.3	%	Total	$	1,091,907	$	875,614	$	216,293	24.7	%
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	$	374,082	$	432,093	$	(58,011)	(13.4)	%	Wholesale	$	451,841	$	361,305	$	90,536	25.1	%
Direct-to-Consumer	Direct-to-Consumer	556,366		513,814		42,552		8.3		Direct-to-Consumer	158,649		115,210		43,439		37.7
Total	Total	930,448		945,907		(15,459)		(1.6)		Total	610,490		476,515		133,975		28.1

2825


		Three Months Ended December 31,									Three Months Ended September 30,
		2022		2021		Change					2023		2022		Change
		Amount		Amount		Amount		%			Amount		Amount		Amount		%
HOKA brand	HOKA brand									HOKA brand
Wholesale	Wholesale	223,872		122,636		101,236		82.5		Wholesale	262,973		223,035		39,938		17.9
Direct-to-Consumer	Direct-to-Consumer	128,264		61,942		66,322		107.1		Direct-to-Consumer	160,988		109,981		51,007		46.4
Total	Total	352,136		184,578		167,558		90.8		Total	423,961		333,016		90,945		27.3
Teva brand	Teva brand									Teva brand
Wholesale	Wholesale	25,180		16,287		8,893		54.6		Wholesale	12,150		19,587		(7,437)		(38.0)
Direct-to-Consumer	Direct-to-Consumer	5,369		4,308		1,061		24.6		Direct-to-Consumer	9,355		10,463		(1,108)		(10.6)
Total	Total	30,549		20,595		9,954		48.3		Total	21,505		30,050		(8,545)		(28.4)
Sanuk brand	Sanuk brand									Sanuk brand
Wholesale	Wholesale	3,040		3,138		(98)		(3.1)		Wholesale	3,348		5,060		(1,712)		(33.8)
Direct-to-Consumer	Direct-to-Consumer	2,576		2,926		(350)		(12.0)		Direct-to-Consumer	2,033		2,468		(435)		(17.6)
Total	Total	5,616		6,064		(448)		(7.4)		Total	5,381		7,528		(2,147)		(28.5)
Other brands	Other brands									Other brands
Wholesale	Wholesale	20,169		24,247		(4,078)		(16.8)		Wholesale	29,862		27,559		2,303		8.4
Direct-to-Consumer	Direct-to-Consumer	6,722		6,361		361		5.7		Direct-to-Consumer	708		946		(238)		(25.2)
Total	Total	26,891		30,608		(3,717)		(12.1)		Total	30,570		28,505		2,065		7.2
Total	Total	$	1,345,640	$	1,187,752	$	157,888	13.3	%	Total	$	1,091,907	$	875,614	$	216,293	24.7	%
Total Wholesale	Total Wholesale	$	646,343	$	598,401	$	47,942	8.0	%	Total Wholesale	$	760,174	$	636,546	$	123,628	19.4	%
Total Direct-to-Consumer	Total Direct-to-Consumer	699,297		589,351		109,946		18.7		Total Direct-to-Consumer	331,733		239,068		92,665		38.8
Total	Total	$	1,345,640	$	1,187,752	$	157,888	13.3	%	Total	$	1,091,907	$	875,614	$	216,293	24.7	%

Total net sales increased primarily due to higher ~~HOKA brand~~DTC and wholesale ~~and DTC~~ channel sales for the ~~HOKA~~UGG and ~~UGG~~HOKA brands, partially offset by lower ~~UGG~~Teva brand ~~wholesale.~~sales. Further, we experienced an increase of ~~19.3%~~12.9% in the total volume of pairs sold to ~~19,200~~16,600 from ~~16,100,~~14,700, compared to the prior period. On a constant currency basis, net sales increased by ~~17.5%~~24.2%, compared to the prior period.

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

•Wholesale net sales of the HOKA brand increased globally from gaining market share with existing customer accounts along with increasing volume shipped for select incremental door expansion within strategic accounts, driven by higher demand across an assortment of franchise road running updates as well as trail and hiking categories. These results include lapping disrupted shipments in the prior period.

•DTC channel net sales increased primarily due to higher global net sales for the HOKA brand and UGG ~~brands, primarily~~brand, driven by consumer acquisition and retention online ~~through higher~~as we experienced increased demand ~~across an assortment of franchise road running updates as well as trail, hiking, and fitness categories~~ for ~~the HOKA brand, and for our Classics franchise derivatives and multi-use hybrid products for the UGG brand.~~both brands. Comparable DTC channel net sales for the 13 weeks ended ~~January~~October 1, 2023, increased by ~~22.1%,~~36.8% compared to the prior period.

•Wholesale net sales of the UGG brand decreased due to lower global net sales, primarily driven by a reduction of domestic shipments to manage existing marketplace inventory levels as well as shifts in timing of international shipments compared to the prior period.

•~~International net sales, which are included in the reportable operating segment sales presented above,~~ increased by 12.1% and represented 32.6% and 33.0% of total net sales for the three months ended December 31, 2022, and 2021, respectively. These changes were primarily driven by higher net sales for the HOKA brand in all international regions and channels, as well as for the UGG brand in Europe in the DTC channel, partially offset by lower net sales for the UGG brand in Europe in the wholesale channel and Asia in all channels. These results include unfavorable impacts from the strengthening of the US dollar on foreign sales across all channels, primarily for the UGG brand.

~~Gross Profit.~~Gross margin increased to 53.0% from 52.3%, compared to the prior period, primarily due to a decrease in freight costs, favorable channel mix shift to DTC, and favorable HOKA brand mix shift, including from domestic price increases implemented in the prior fiscal year. These favorable impacts to gross margin were partially offset by unfavorable changes in foreign currency exchange rates and a return to more normalized promotional and closeout activity for the UGG brand, compared to the prior period.

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

•~~Increased payroll and related costs of approximately $18,100, including for outside services, as well as higher performance-based compensation and stock-based compensation.~~

•Increased other variable net selling expenses of approximately $9,700, primarily due to higher rent and occupancy expenses, materials and supplies costs, and sales commissions, partially offset by lower warehousing fees.

•~~Increased other operating expenses of approximately $5,200, primarily due to higher IT and travel expenses, partially offset by lower legal expenses.~~

•Increased advertising and promotion expenses of approximately $2,000, primarily due to higher promotional marketing expenses for the HOKA brand, partially offset by lower advertising and promotion expenses for the UGG brand.

•~~Decreased net foreign currency-related losses of $10,000, primarily driven by remeasurements with favorable changes in Asian and European exchange rates against the US dollar.~~

•~~Decreased impairments of operating lease and other long-lived assets of approximately $2,200.~~

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

Three Months Ended December 31,
2022 2021 Change
Amount Amount Amount %
Income (loss) from operations
UGG brand wholesale $ 114,372 $ 126,085 $ (11,713) (9.3) %
HOKA brand wholesale 68,658 18,039 50,619 280.6
Teva brand wholesale 3,976 2,188 1,788 81.7
Sanuk brand wholesale (1,048) (31) (1,017) (3,280.6)
Other brands wholesale (1,851) 1,139 (2,990) (262.5)
Direct-to-Consumer 292,693 257,517 35,176 13.7
Unallocated overhead costs (114,140) (111,541) (2,599) (2.3)
Total $ 362,660 $ 293,396 $ 69,264 23.6 %

~~The increase in total income from operations, compared to the prior period, was due to higher gross margins on higher net sales, combined with 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 HOKA brand wholesale was~~ due to higher global ~~net~~ sales ~~at higher gross margins, combined with lower SG&A expenses for advertising and promotion expenses~~growth, mainly as a ~~percentage~~result of ~~net sales.~~

•~~The increase in income from operations~~strong global brand heat and the timing of the DTC channel was due to higher global net sales, primarily for the HOKA and UGG brands, at lower gross margins, as well as lower DTC SG&A expenses for advertising and promotion expenses as a percentage of net sales.certain shipments, which included some early Fall season demand.

•~~The decrease in income from operations of UGG brand wholesale was primarily due to lower global net sales, partially offset by higher gross margins.~~

•~~The increase in unallocated overhead costs was due to higher payroll costs, including performance-based compensation, partially offset by higher foreign currency remeasurement gains.~~

~~Total Other (Income) Expense, Net.~~ ~~Total other (income) expense, net, compared to the prior period, increased, primarily due to higher interest income on invested cash balances driven by higher average interest rates.~~

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

Three Months Ended December 31,
2022 2021
Income tax expense $ 86,642 $ 60,014
Effective income tax rate 23.7 % 20.5 %

The net increase in our effective income tax rate, compared to the prior period, was primarily driven by higher income from operations, including changes in jurisdictional mix of worldwide income before income taxes, as well as reduced net discrete tax benefits, primarily due to stock-based compensation and return to provision adjustments, partially offset by reserves for uncertain tax positions.

~~Foreign income before income taxes was $112,102 and $107,072and worldwide income before income taxes was $365,304 and $292,957 during the three months ended December 31, 2022,~~and 2021, 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 lower foreign gross profit as a percentage of foreign net sales compared to domestic gross profit as a percentage of domestic net sales, partially offset by lower foreign operating expenses as a percentage of worldwide sales.

~~Net Income.~~The increase in net income, compared to the prior period, was due to higher gross margins on higher net sales, combined with lower SG&A expenses as a percentage of net sales. Net income per share increased, compared to the prior period, due to higher net income and lower weighted-average common shares outstanding driven by further stock repurchases.

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

~~Nine Months Ended December 31, 2022, Compared to Nine Months Ended December 31, 2021. Results of operations were as follows:~~

Nine Months Ended December 31,
2022 2021 Change
Amount % Amount % Amount %
Net sales $ 2,835,715 100.0 % $ 2,414,332 100.0 % $ 421,383 17.5 %
Cost of sales 1,406,513 49.6 1,165,520 48.3 (240,993) (20.7)
Gross profit 1,429,202 50.4 1,248,812 51.7 180,390 14.4
Selling, general, and administrative expenses 882,370 31.1 765,403 31.7 (116,967) (15.3)
Income from operations 546,832 19.3 483,409 20.0 63,423 13.1
Total other (income) expense, net (4,392) (0.1) 1,121 — 5,513 491.8
Income before income taxes 551,224 19.4 482,288 20.0 68,936 14.3
Income tax expense 126,189 4.4 99,158 4.1 (27,031) (27.3)
Net income 425,035 15.0 383,130 15.9 41,905 10.9
Total other comprehensive loss, net of tax (15,321) (0.6) (2,414) (0.1) (12,907) (534.7)
Comprehensive income $ 409,714 14.4 % $ 380,716 15.8 % $ 28,998 7.6 %
Net income per share
Basic $ 16.00 $ 13.87 $ 2.13
Diluted $ 15.90 $ 13.73 $ 2.17

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

Nine Months Ended December 31,
2022 2021 Change
Amount Amount Amount %
Net sales by location
Domestic $ 1,909,067 $ 1,646,843 $ 262,224 15.9 %
International 926,648 767,489 159,159 20.7
Total $ 2,835,715 $ 2,414,332 $ 421,383 17.5 %
Net sales by brand and channel
UGG brand
Wholesale $ 873,249 $ 915,925 $ (42,676) (4.7) %
Direct-to-Consumer 741,635 691,439 50,196 7.3
Total 1,614,884 1,607,364 7,520 0.5
HOKA brand
Wholesale 678,792 420,763 258,029 61.3
Direct-to-Consumer 336,386 187,351 149,035 79.5
Total 1,015,178 608,114 407,064 66.9
Teva brand
Wholesale 91,662 78,857 12,805 16.2
Direct-to-Consumer 28,557 29,036 (479) (1.6)
Total 120,219 107,893 12,326 11.4
Sanuk brand
Wholesale 18,826 20,540 (1,714) (8.3)
Direct-to-Consumer 8,475 10,635 (2,160) (20.3)
Total 27,301 31,175 (3,874) (12.4)

Nine Months Ended December 31,
2022 2021 Change
Amount Amount Amount %
Other brands
Wholesale 49,721 51,806 (2,085) (4.0)
Direct-to-Consumer 8,412 7,980 432 5.4
Total 58,133 59,786 (1,653) (2.8)
Total $ 2,835,715 $ 2,414,332 $ 421,383 17.5 %
Total Wholesale $ 1,712,250 $ 1,487,891 $ 224,359 15.1 %
Total Direct-to-Consumer 1,123,465 926,441 197,024 21.3
Total $ 2,835,715 $ 2,414,332 $ 421,383 17.5 %

Total net sales increased primarily due to higher HOKA brand wholesale and DTC channel sales for the HOKA and UGG brands, as well as higher Teva brand international net sales in the wholesale channel, partially offset by lower UGG brand net sales in the wholesale channel. Further, we experienced an increase of 19.6% in the total volume of pairs sold to 45,800 from 38,300~~compared to the prior period. On a constant currency basis, net sales increased by 20.9% 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 HOKA brand increased globally, from gaining market share with existing customer accounts, ~~along with increasing volume shipped for select incremental door expansion within strategic accounts,~~ driven by higher demand across an assortment of ~~franchise road running updates, as well as trail and hiking categories. These results include lapping disrupted shipments in the prior period.~~

•DTC net sales increased primarily due to higher global net sales for the HOKA and UGG brands, primarily driven by consumer acquisition and retention online through higher demand across an assortment of franchise road running updates as well as trail, hiking, and fitness categories for the HOKA brand, and across our Classics franchise derivatives and multi-use hybrid products for the UGG brand. Comparable DTC net sales for the 39 weeks ended January 1, 2023, increased by 24.5%, compared to the prior period.

•Wholesale net sales of the UGG brand decreased due to lower domestic net sales, primarily driven by a reduction of domestic shipments to manage existing marketplace inventory levels, partially offset by higher international sales growth, including as a result of our international reset strategies, driven by higher demand for our Classics franchise derivatives.performance products.

•Wholesale net sales of the Teva brand ~~increased due to higher international~~decreased driven by lower global net sales, ~~primarily driven by earlier distributor shipments.~~particularly in the sandal category.

•International net sales, which are included in the reportable operating segment net sales presented above, increased by ~~20.7%~~33.3% and represented ~~32.7%~~31.5% and ~~31.8%~~29.5% of total net sales for the ~~nine~~three months ended ~~December 31,~~September 30, 2023, and 2022, ~~and 2021,~~ respectively.These changes were primarily driven by higher net sales for the ~~HOKA, UGG, Teva brands in all international regions~~wholesale and DTC channels ~~except for lower net sales in Asia for all channels for the UGG brand. These results include unfavorable impacts from the strengthening of the US dollar on foreign sales, primarily~~ for the UGG and HOKA brands.

Gross Profit. Gross margin ~~decreased~~increased to ~~50.4%~~53.4% from ~~51.7%~~48.2%, compared to the prior period, primarily due to ~~unfavorable changes~~a decrease in ~~foreign currency exchange rates, higher ocean~~ freight ~~rates embedded in inventory sold, a return to more normalized domestic promotional and closeout activity and an unfavorable~~costs, favorable UGG brand product mix ~~shift~~shifts, favorable full-price selling for the UGG ~~brand. These unfavorable margin pressures were partially offset by a decrease in air freight usage, favorable HOKA~~ brand, ~~mix shift including from domestic price increases implemented in the prior fiscal year, and~~ favorable channel mix shift to ~~DTC.~~DTC, and a slight benefit from foreign currency exchange rates.

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 ~~$40,000, including for outside services, partially offset by lower performance-based compensation.~~

•~~Increased other variable net selling expenses of approximately $30,700,~~$26,900, primarily due to higher ~~materials~~employee headcount and ~~supplies costs, rent and occupancy expenses, sales commissions, credit card fees, and warehousing fees.~~higher performance-based compensation.

•Increased variable advertising and promotion expenses of approximately ~~$20,800,~~$14,700, primarily due to higher promotional marketing expenses for the UGG and HOKA ~~brand~~brands to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing, ~~partially offset by lower~~as well as increased advertising expenses associated with higher DTC sales.

•Increased other variable net selling expenses of approximately $10,100, primarily due to higher rent and ~~promotion expenses for the UGG brand.~~occupancy, warehouse costs, and credit card fees.

•Increased other operating expenses of approximately ~~$16,700,~~$8,000, primarily due to higher ~~travel,~~ IT ~~depreciation,~~expenses for programming and ~~sample~~software costs, and contract expenses, partially offset by ~~lower~~a decrease in legal ~~expenses and net insurance premiums.~~

•~~Increased net foreign currency-related losses of $6,100, primarily driven by remeasurements with unfavorable changes in Asian and Canadian exchange rates against the US dollar.~~expenses.

•Increased allowances for trade accounts receivable of approximately ~~$3,800,~~$5,700, primarily due to ~~an increase in bad debt expense to account for~~ higher ~~open~~ accounts receivable ~~balances.~~

•~~Decreased impairments of operating lease and other long-lived assets of approximately $1,100.~~balances outstanding.

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


		Nine Months Ended December 31,									Three Months Ended September 30,
		2022		2021		Change					2023		2022		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	$	257,120	$	283,624	$	(26,504)	(9.3)	%	UGG brand wholesale	$	165,902	$	112,083	$	53,819	48.0	%
HOKA brand wholesale	HOKA brand wholesale	201,850		107,696		94,154		87.4		HOKA brand wholesale	81,873		63,576		18,297		28.8
Teva brand wholesale	Teva brand wholesale	19,206		21,599		(2,393)		(11.1)		Teva brand wholesale	(647)		2,737		(3,384)		(123.6)
Sanuk brand wholesale	Sanuk brand wholesale	1,768		4,896		(3,128)		(63.9)		Sanuk brand wholesale	(303)		350		(653)		(186.6)
Other brands wholesale	Other brands wholesale	3,517		12,004		(8,487)		(70.7)		Other brands wholesale	6,459		5,837		622		10.7
Direct-to-Consumer	Direct-to-Consumer	393,849		335,934		57,915		17.2		Direct-to-Consumer	112,255		59,936		52,319		87.3
Unallocated overhead costs	Unallocated overhead costs	(330,478)		(282,344)		(48,134)		(17.0)		Unallocated overhead costs	(140,922)		(116,688)		(24,234)		(20.8)
Total	Total	$	546,832	$	483,409	$	63,423	13.1	%	Total	$	224,617	$	127,831	$	96,786	75.7	%

The increase in total income from operations, compared to the prior period, was due to higher gross margins on higher global net sales, combined with 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 brand wholesale was due to higher global net sales at higher gross margins, as well as relatively flat SG&A expenses as a percentage of net sales.

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

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

•The increase in unallocated overhead costs was primarily due to higher payroll costs related to higher headcount and performance-based compensation, as well as higher IT, contract, and rent-related expenses, partially offset by a decrease in legal expenses.

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

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


	Three Months Ended September 30,
	2023			2022
Income tax expense	$	55,770		$	27,394
Effective income tax rate	23.8		%	21.2		%

The net increase in our effective income tax rate, compared to the prior period, was primarily due to changes in the jurisdictional mix of worldwide income before income taxes, and slightly lower net discrete tax benefits.

Foreign income before income taxes was $66,213 and $28,473and worldwide income before income taxes was $234,317 and $128,918 during the three months ended September 30, 2023,and 2022, respectively. The increase in foreign income before income taxes as a percentage of worldwide income before income taxes, compared to the prior period, was primarily due to higher foreign gross profit as a percentage of foreign net sales compared to domestic gross profit as a percentage of domestic net sales.

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

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

Six Months Ended September 30, 2023, Compared to Six Months Ended September 30, 2022. Results of operations were as follows:


	Six Months Ended September 30,
	2023				2022				Change
	Amount		%		Amount		%		Amount		%
Net sales	$	1,767,698	100.0	%	$	1,490,075	100.0	%	$	277,623	18.6	%
Cost of sales	838,255		47.4		773,402		51.9		(64,853)		(8.4)
Gross profit	929,443		52.6		716,673		48.1		212,770		29.7
Selling, general, and administrative expenses	634,090		35.9		532,501		35.7		(101,589)		(19.1)
Income from operations	295,353		16.7		184,172		12.4		111,181		60.4
Total other income, net	(20,328)		(1.2)		(1,748)		(0.1)		18,580		1,062.9
Income before income taxes	315,681		17.9		185,920		12.5		129,761		69.8
Income tax expense	73,582		4.2		39,547		2.7		(34,035)		(86.1)
Net income	242,099		13.7		146,373		9.8		95,726		65.4
Total other comprehensive loss, net of tax	(10,416)		(0.6)		(27,407)		(1.8)		16,991		62.0
Comprehensive income	$	231,683	13.1	%	$	118,966	8.0	%	$	112,717	94.7	%
Net income per share
Basic	$	9.28			$	5.49			$	3.79	69.0	%
Diluted	$	9.22			$	5.46			$	3.76	68.9	%

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


	Six Months Ended September 30,
	2023		2022		Change
	Amount		Amount		Amount		%
Net sales by location
Domestic	$	1,167,568	$	1,002,224	$	165,344	16.5	%
International	600,130		487,851		112,279		23.0
Total	$	1,767,698	$	1,490,075	$	277,623	18.6	%
Net sales by brand and channel
UGG brand
Wholesale	$	573,386	$	499,167	$	74,219	14.9	%
Direct-to-Consumer	232,624		185,269		47,355		25.6
Total	806,010		684,436		121,574		17.8
HOKA brand
Wholesale	523,820		454,920		68,900		15.1
Direct-to-Consumer	320,625		208,122		112,503		54.1
Total	844,445		663,042		181,403		27.4
Teva brand
Wholesale	47,282		66,482		(19,200)		(28.9)
Direct-to-Consumer	22,621		23,188		(567)		(2.4)
Total	69,903		89,670		(19,767)		(22.0)
Sanuk brand
Wholesale	9,818		15,786		(5,968)		(37.8)
Direct-to-Consumer	5,142		5,899		(757)		(12.8)
Total	14,960		21,685		(6,725)		(31.0)


	Six Months Ended September 30,
	2023		2022		Change
	Amount		Amount		Amount		%
Other brands
Wholesale	31,289		29,552		1,737		5.9
Direct-to-Consumer	1,091		1,690		(599)		(35.4)
Total	32,380		31,242		1,138		3.6
Total	$	1,767,698	$	1,490,075	$	277,623	18.6	%
Total Wholesale	$	1,185,595	$	1,065,907	$	119,688	11.2	%
Total Direct-to-Consumer	582,103		424,168		157,935		37.2
Total	$	1,767,698	$	1,490,075	$	277,623	18.6	%

Total net sales increased primarily due to higher DTC and wholesale channel sales for the HOKA and UGG brands, partially offset by lower Teva and Sanuk brand sales. Further, we experienced an increase of 3.0% in the total volume of pairs sold to 27,400 from 26,600,compared to the prior period. On a constant currency basis, net sales increased by 18.8%, compared to the prior period.

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

•DTC channel net sales increased primarily due to higher global net sales for the HOKA brand and UGG brand, driven by consumer acquisition and retention online as we experienced increased demand for both brands. Comparable DTC channel net sales for the 26 weeks ended October 1, 2023, increased by 35.7%, compared to the prior period.

•Wholesale net sales of the UGG brand increased primarily due to higher international sales, driven by greater adoption of key product franchises as well as early global demand for Fall season product.

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

•Wholesale net sales of the Teva brand decreased driven by lower global net sales, primarily in the sandal category, including shipping timing differences compared to the prior period.

•International net sales, which are included in the reportable operating segment net sales presented above, increased by 23.0% and represented 33.9% and 32.7% of total net sales for the six months ended September 30, 2023, and 2022, respectively.These changes were primarily driven by higher net sales for the wholesale and DTC channels for the UGG brand, as well as higher net sales for the DTC channel for the HOKA brand.

Gross Profit.Gross margin increased to 52.6% from 48.1%, compared to the prior period, primarily due to favorable changes in freight costs, favorable HOKA brand mix and UGG product mix shifts, and a greater mix of sales in the DTC channel.

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

•Increased payroll and related costs of approximately $42,100, primarily due to higher employee headcount and higher performance-based compensation.

•Increased other operating expenses of approximately $24,100, primarily due to higher IT expenses for programming and software costs, contract expenses, travel and entertainment expenses, sales meetings, depreciation expense, and sample expenses.

•Increased variable advertising and promotion expenses of approximately $24,100, primarily due to higher promotional marketing expenses for the HOKA and UGG brands to drive global brand awareness and market share gains, highlight new product categories, and provide localized marketing, as well as increased advertising expenses associated with higher DTC sales.

•Increased other variable net selling expenses of approximately $18,900, primarily due to higher rent and occupancy, warehouse costs, and credit card fees.

•Increased allowances for trade accounts receivable of approximately $2,300, primarily due to higher accounts receivable balances outstanding.

•Decreased net foreign currency-related losses of $9,600, primarily driven by remeasurements with favorable changes in Asian and Canadian exchange rates against the US dollar, partially offset by higher realized losses due to unfavorable changes in European exchange rates.

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


	Six Months Ended September 30,
	2023		2022		Change
	Amount		Amount		Amount		%
Income (loss) from operations
UGG brand wholesale	$	182,768	$	142,748	$	40,020	28.0	%
HOKA brand wholesale	168,397		133,192		35,205		26.4
Teva brand wholesale	8,590		15,230		(6,640)		(43.6)
Sanuk brand wholesale	456		2,816		(2,360)		(83.8)
Other brands wholesale	4,418		5,368		(950)		(17.7)
Direct-to-Consumer	187,717		101,156		86,561		85.6
Unallocated overhead costs	(256,993)		(216,338)		(40,655)		(18.8)
Total	$	295,353	$	184,172	$	111,181	60.4	%

The increase in total income from operations, compared to the prior period, was primarily due to higher global net sales ~~and lower~~at higher gross margins, partially offset by slightly higher SG&A expense as a percentage of net ~~sales, partially offset by lower gross margins.~~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 ~~HOKA brand wholesale~~the DTC channel was due to higher global net sales atfor the HOKA brand and UGG brand, higher gross margins, ~~combined with~~as well as lower global SG&A expenses as a percentage of net sales.

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

•The increase in income from operations of HOKA brand wholesale was primarily due to higher global net sales at higher gross margins.

•The decrease in income from operations of ~~UGG~~Teva brand wholesale was due to lower global net sales ~~at lower gross margins.~~

•~~The decrease in income from operations of Other brands wholesale was due to lower net sales at lower gross margins, partially offset by lower~~as well as higher SG&A ~~expenses~~ as a percentage of net ~~sales.~~sales, partially offset by higher gross margins.

•The increase in unallocated overhead costs was due to higher payroll costs, related to higher ~~other operating~~headcount and performance-based compensation, an increase in IT, contract, and rent-related expenses, ~~including depreciation, IT, and travel expenses, higher other variable~~partially offset by lower net ~~selling expenses, including materials and supplies costs and warehousing fees, and higher~~ foreign currency-related ~~remeasurement~~ losses.

Total Other ~~(Income) Expense,~~Income, Net. ~~Total~~The increase in total other ~~(income) expense,~~income, net, compared to the prior period, ~~increased primarily~~was due to higher interest income onfrom higher invested cash balances ~~driven by higher~~and average interest rates.

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


		Nine Months Ended December 31,							Six Months Ended September 30,
		2022			2021				2023			2022
Income tax expense	Income tax expense	$	126,189		$	99,158		Income tax expense	$	73,582		$	39,547
Effective income tax rate	Effective income tax rate	22.9		%	20.6		%	Effective income tax rate	23.3		%	21.3		%

The net increase in our effective income tax rate, compared to the prior period, was primarily ~~driven by higher income from operations, including~~due to changes in the jurisdictional mix of worldwide income before income taxes, ~~as well as reduced~~and slightly lower net discrete tax ~~benefits, primarily due to stock-based compensation and reserves for uncertain tax positions, partially offset by return to provision adjustments.~~benefits.

Foreign income before income taxes was ~~$173,598~~$103,302 and ~~$165,643~~$61,496 and worldwide income before income taxes was ~~$551,224~~$315,681 and ~~$482,288~~$185,920 during the ~~nine~~six months ended ~~December 31,~~September 30, 2023, and 2022, ~~and 2021,~~ 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 ~~lower~~higher foreign SG&A as a percentage of foreign sales, compared to domestic SG&A as a percentage of domestic sales, partially offset by higher foreign gross profit as a percentage of foreign net sales compared to domestic gross profit as a percentage of domestic net ~~sales, partially offset by lower foreign operating expenses as a percentage of worldwide~~ sales.

Net Income. The increase in net income, compared to the prior period, was primarily due to higher net sales and ~~lower SG&A expense~~operating margins as ~~a percentage of net sales, partially offset by lower gross margins.~~well as higher interest income. Net income per share increased, compared to the prior period, due to higher net income and lower weighted-average common shares outstanding driven by ~~further~~ stock repurchases.

Total Other Comprehensive Loss, Net of Tax. The ~~increase~~decrease in total other comprehensive loss, net of tax, compared to the prior period, was primarily due to ~~higher~~lower foreign currency translation losses relating to changes to our net asset position ~~primarily~~ for ~~unfavorable~~more favorable Asian and European foreign currency exchange ~~rates against the US dollar.~~rates.

Liquidity

Sources of 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~~borrowing capacity under our revolving credit facilities. Our working capital requirements begin when we purchase raw and other materials and inventories and continue until we ultimately collect the resulting trade accounts receivable. Given the historical seasonality of our business, our working capital requirements fluctuate significantly throughout the fiscal year, and we utilize available cash to build inventory levels during certain quarters in our fiscal year to support higher selling seasons. While the impact of seasonality has been mitigated to some extent, we expect our working capital requirements will continue to fluctuate from period to period.

As of ~~December 31, 2022,~~September 30, 2023, our cash and cash equivalents are ~~$1,057,843. While we are subject to uncertainty surrounding~~$823,051, the ~~pandemic~~majority of which is held in highly rated money market funds and ~~related macroeconomic factors, we~~interest-bearing demand deposit accounts with established national financial institutions. We believe our cash and cash equivalents balances, cash provided ~~from ongoing~~by operating activities, and available ~~borrowings~~borrowing capacity under our revolving credit facilities, will provide sufficient liquidity to enable us to meet our working capital requirements and contractual obligations for at least the next 12 ~~months.~~months and will be sufficient to meet our long-term requirements and plans. However, there can be no assurance that sufficient capital will continue to be available or that it will be available on terms acceptable to us.

Our liquidity may be impacted by ~~additional~~a number of factors, including our results of operations, the strength of our brands and market acceptance of our products, impacts of seasonality and weather conditions, our ability to respond to changes in consumer preferences and tastes, the timing of capital expenditures and lease payments, our ability to collect our trade accounts receivables in a timely manner and effectively manage our inventories, ~~including estimating inventory requirements that require earlier purchasing windows~~our

ability to manage supply chain constraints, our ability to respond to ~~the impacts and disruptions caused by the pandemic, our ability to respond to economic,~~macroeconomic, political and legislative developments, and various other risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our ~~2022~~2023 Annual Report. Furthermore, we may require additional cash resources due to changes in business conditions, strategic initiatives, or stock repurchase strategy, a national or global economic recession, or other future developments, including any investments or acquisitions we may decide to pursue, although we do not have any present commitments with respect to any such investments or acquisitions.

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

Material Cash Requirements. There were no material changes outside the ordinary course of business during the six months ended September 30, 2023, to our cash requirements or contractual obligations, including those outside the ordinary course of business, disclosed in the sections titled “Liquidity” and “Contractual Obligations” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2023 Annual Report.

Stock Repurchase Program. Refer to Note 8, “Stockholders’ Equity,” of our condensed consolidated financial statements in Part I, Item 1 and to Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds,” within this Quarterly Report for further information regarding our stock repurchase program and capital allocation strategy.

Repatriation of Cash. 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~~in future periods. During the ~~nine~~six months ended ~~December 31,~~September 30, 2023, and 2022, ~~and 2021,~~ no cash and cash equivalents were repatriated. As of ~~December 31, 2022,~~September 30, 2023, and March 31, ~~2022,~~2023, we have ~~$276,834~~$260,721 and ~~$133,053,~~$299,114, respectively, of cash and cash equivalents held by foreign subsidiaries, a portion of which may be subject to additional foreign withholding taxes if it were to be repatriated. Beginning with the tax year ended March 31, 2018, pursuant to the Tax Reform Act, an installment election was made to pay the one-time transition tax on the deemed repatriation of foreign subsidiaries’ earnings over eight years. The cumulative remaining balance as of December 31, 2022 is~~$33,761.~~ We continue to evaluate our cash repatriation strategy and we currently anticipate repatriating current and future unremitted earnings of non-US subsidiaries ~~only~~ to the extent they ~~already~~ have been subject to US income tax if such cash is not required to fund ongoing foreign operations.

Refer to Note 5, “Income Taxes,” of our consolidated financial statements in Part IV of our ~~2022~~2023 Annual Report for further information ~~on the impacts of the recent Tax Reform Act.~~

~~Stock Repurchase Program.~~ ~~We continue to evaluate~~regarding 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. The stock repurchase program does not oblige us to acquire any amount of common stock and may be suspended at any time at our discretion. On July 27, 2022, our Board of Directors approved an increase of $1,200,000 to our stock repurchase authorization. As of December 31, 2022, the aggregate remaining approved amount under our stock repurchase program is $1,459,145.repatriation strategy.

Capital Resources

Revolving Credit Facilities. ~~We maintain bank credit facilities for working capital and general corporate purposes.~~In December 2022, we refinanced our Primary Credit Facility, which 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 December 19, 2027.

During the ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, we made no borrowings or repayments, there were no changes to the terms and there was no material change to the borrowing availability under our revolving credit ~~facilities.~~facilities disclosed in our 2023 Annual Report. As of ~~December 31, 2022,~~September 30, 2023, we have no outstanding balances under our revolving credit facilities and there were no material changes to outstanding letters of credit under ~~the Primary Credit Facility and Japan Credit Facility,~~our unsecured revolving credit facility or to outstanding bank guarantees ~~of $29~~ under ~~the~~our credit facility in China Credit Facility, and available borrowings of $466,330 for all revolving credit facilities. However, the Company has outstanding letters of credit of $940 under the Prior Credit Agreement as of December 31, 2022.

~~The Japan Credit Facility expires on January 31,~~disclosed in our 2023 and we plan to cancel the parent guarantee. If borrowing needs arise, Deckers Japan is able to borrow from one or more of our subsidiaries through intercompany loans as permitted under the Primary Credit Facility.Annual Report.

Debt Covenants. As of ~~December 31, 2022,~~September 30, 2023, we are in compliance with all financial covenants under our ~~Primary Credit Facility, China Credit Facility, and Japan Credit Facility.~~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 and Note~~ 6, “Revolving Credit Facilities, ~~and Mortgage Payable,~~” of our consolidated financial statements in Part IV of our ~~2022~~2023 Annual Report for further information on our revolving credit facilities.

Cash Flows

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


		Nine Months Ended December 31,									Six Months Ended September 30,
		2022		2021		Change					2023		2022		Change
		Amount		Amount		Amount		%			Amount		Amount		Amount		%
Net cash provided by operating activities		$	477,883	$	227,370	$	250,513	110.2	%
Net cash provided by (used in) operating activities										Net cash provided by (used in) operating activities	$	121,528	$	(236,846)	$	358,374	151.3	%
Net cash used in investing activities	Net cash used in investing activities	(56,053)		(41,315)		(14,738)		(35.7)		Net cash used in investing activities	(57,402)		(24,254)		(33,148)		(136.7)
Net cash used in financing activities	Net cash used in financing activities	(198,897)		(278,342)		79,445		28.5		Net cash used in financing activities	(217,149)		(152,466)		(64,683)		(42.4)
Effect of foreign currency exchange rates on cash and cash equivalents	Effect of foreign currency exchange rates on cash and cash equivalents	(8,617)		1,187		(9,804)		(825.9)		Effect of foreign currency exchange rates on cash and cash equivalents	(5,721)		(10,702)		4,981		46.5
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	214,316	$	(91,100)	$	305,416	335.3	%	Net change in cash and cash equivalents	$	(158,744)	$	(424,268)	$	265,524	62.6	%

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

The increase in net cash provided by operating activities during the ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, compared to the prior period, was primarily due to ~~$197,482~~$253,976 of favorable changes in operating assets and liabilities, as well as ~~$53,031~~$104,398 of favorable net income after non-cash ~~adjustments, including from favorable changes in bad debt expense, deferred tax expense, and depreciation, amortization, and accretion.~~adjustments. The favorable changes in operating assets and liabilities were primarily due to net favorable changes in inventories, trade accounts ~~receivable, net,~~payable, income tax ~~payable, inventories,~~payables, other accrued expenses, and ~~income tax receivable,~~net operating lease assets and liabilities, partially offset by net unfavorable changes in trade accounts ~~payable, other assets,~~receivables, net and prepaid expenses and other current ~~assets, and long-term liabilities.~~assets.

Significant impacts to working capital compared to the prior period were primarily due to changes in the following: (1) fewer purchases of inventories due to more tightly managed brand inventories in alignment with expected growth as we are operating in a less disrupted supply chain environment compared to the prior period, (2) higher ~~rate of collections for trade accounts receivable, net, on higher net sales, partially offset by higher trade accounts receivable allowances, (2)~~ net trade accounts payable due to timing of payments, ~~and lower freight costs, and~~partially offset by (3) ~~purchases of inventories to support~~ higher ~~demand for the HOKA brand and to maintain global service levels to mitigate the impacts of supply chain disruptions.~~trade accounts receivable, net, on higher net sales.

Investing Activities. The increase in net cash used in investing activities during the ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, compared to the prior period, was primarily due to higher capital expenditures for ~~IT infrastructure, system, and other technology costs, refreshes of existing and new retail stores, for~~ leasehold improvements for our warehouses and ~~DC's.~~DCs.

Financing Activities. The ~~decrease~~increase in net cash used in financing activities during the ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, compared to the prior period, was primarily due to higher stock ~~repurchases at a lower price per share.~~repurchases.

~~Contractual Obligations~~

~~Leases.~~ As previously disclosed in our 2022 Annual Report as a subsequent event, in April 2022 we signed a lease for additional space, which we expect to be operational in the third quarter of our next fiscal year, at our US warehouse and DC in Mooresville, Indiana with an initial lease term of ten years for a minimum commitment of approximately $46,000.

~~Purchase Obligations.~~ ~~We have been subject to the following adjustments to our purchase obligations:~~

~~3PL Agreements~~. Since March 31, 2022, we entered into 3PL agreements relating to international logistics operations that require additional minimum commitments of approximately $86,000, which is expected to be paid over a period of three to five years.

~~Commodities.~~During December 2022, we received refunds of deposits of $10,000 reflecting the return of funds previously advanced to sheepskin suppliers under certain expired supply agreements. Deposits are initially recorded in other assets in the condensed consolidated balance sheets and are returned from sheepskin suppliers as the Buyer purchases the remaining minimum commitments corresponding to unused sheepskins on previously expired contracts. As of December 31, 2022, an additional deposit refund due but not yet paid of $6,877 was reclassified from other assets to other current assets in the condensed consolidated balance sheets. As of December 31, 2022, remaining deposits recorded in other assets in the condensed consolidated balance sheets is $16,266.

~~Refer to the section "Contractual Obligations" in Part II, Item 7, within our 2022 Annual Report for further information on our contractual obligations and other commitments.~~

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 we believe to be reasonable, but actual results could differ materially from these estimates. The full impact of ~~the ongoing pandemic and related~~ macroeconomic factors on our business and operations, including inflationary pressures, foreign currency exchange rate volatility, changes in interest rates, changes in commodity pricing, and recessionary concerns, is unknown and cannot be reasonably ~~estimated for certain key estimates.~~estimated. However, wemanagement believes it has made appropriate accounting estimates in accordance with US GAAP based on the facts and circumstances available as of the reporting ~~date. To the extent there are differences between~~date and actual results could differ materially from these estimates and ~~actual~~assumptions, which may result in material effects on our financial condition, results ~~our condensed consolidated financial statements may be materially affected.~~of operations and liquidity. Refer to the ~~section "Use~~sections titled “Use of ~~Estimates"~~Estimates” and “Recent Accounting Pronouncements” within Note 1, ~~"General,"~~“General,” of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for ~~a summary of~~additional information regarding applicable key estimates and ~~assumptions.~~assumptions, as well as the impact of recent accounting pronouncements.

There have been no material changes to the critical accounting policies and key estimates and assumptions disclosed in the section ~~"Critical~~titled “Critical Accounting Policies and ~~Estimates"~~Estimates” in Part II, Item 7, within our ~~2022~~2023 Annual Report.

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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 thereThere have been ~~significant fluctuations~~no material changes in the ~~price of sheepskin as the demand for this commodity from our consumers~~quantitative 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 increasesqualitative disclosures about market risk disclosed 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~~section titled “Quantitative 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. 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.

~~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 OCI. 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 risks 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 to hedge our foreign currency exchange rate risk. We do not use foreign currency exchange rate forward contracts for trading purposes. As of December 31, 2022, 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 $3,300. As of December 31, 2022, there 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.

~~Refer to Note 8, "Derivative Instruments," of our condensed consolidated financial statements~~Qualitative Disclosures About Market Risk” in Part I,II, Item 17, within ~~this Quarterly Report, for further information on~~ our ~~use of derivative contracts.~~

~~Interest Rate Risk~~

Our market risk exposure with respect to our revolving credit facilities is tied to changes in applicable interest rates, including adjusted ABR, SOFR, EURIBOR, SONIA, 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 nine months ended December 31, 2022, since we had no outstanding balances under our revolving credit facilities during this period.

Refer to Note 5, "Revolving Credit Facilities," of our condensed consolidated financial statements in Part I, Item 1 and Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," within this Quarterly Report for further information on our revolving credit facilities.2023 Annual Report.

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~~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.

Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~December 31, 2022.~~September 30, 2023. Based on that evaluation, our Principal Executive Officer (PEO) and Principal Financial and Accounting Officer (PFAO) concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of ~~December 31, 2022.~~September 30, 2023.

b) Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rule 13a-15(d) of the Exchange Act during the ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, 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.

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 as Exhibit 31.1 and Exhibit 31.2, and furnished as Exhibit 32, to 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~~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 brand and HOKA brand trademarks within its internet domain ~~name, and we~~name. We have also discovered and are investigating several manufacturers and distributors of counterfeit UGG brand ~~products.~~products, and we are investigating various markets for indications of counterfeit HOKA brand manufacturing.

From time to time, we are involved in various legal proceedings, disputes, and other claims arising in the ordinary course of business, including employment, intellectual property, and product liability ~~claims~~.claims. Although the results of these ordinary course matters cannot be predicted with certainty,, we currently believe that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, regardless of the merit of the claims raised or the outcome, these ordinary course matters can have an adverse impact on ~~us because~~us as a result of legal costs, diversion of ~~management's~~management’s time and resources, and other factors.

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 Part I, Item 2, ~~"Management's~~“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 ~~2022~~2023 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 ~~nine~~six months ended ~~December 31, 2022,~~September 30, 2023, there were no material changes to the risks and uncertainties described in Part I, Item 1A, “Risk Factors,” of our ~~2022~~2023 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 approved various authorizations under our stock repurchase ~~authorizations for us~~program to repurchase shares of our common stock ~~including a July 27, 2022 approval~~in the open market or in privately negotiated transactions, subject to ~~increase our share repurchase authorization by $1,200,000, (collectively, the stock~~market conditions, applicable legal requirements, and other factors (stock repurchase program). ~~The~~

Our stock repurchase program does not ~~oblige~~obligate us to acquire any amount of common stock and may be suspended at any time at our discretion.

The agreements under our revolving credit facilities allow us to make stock repurchases under this program, so long as we do not exceed certain leverage ratios. As of ~~December 31, 2022,~~September 30, 2023, no defaults have occurred under our credit agreements.

Stock repurchase activity under our stock repurchase program during the three months ended ~~December 31, 2022,~~September 30, 2023, was as follows:

Total number of shares repurchased* Weighted average price paid per share Dollar value of shares repurchased** Dollar value of shares remaining for repurchase**
October 1 - October 31, 2022 17,370 $ 334.32 $ 5,807 $ 1,497,960
November 1 - November 30, 2022 82,659 347.11 28,692 1,469,268
December 1 - December 31, 2022 27,371 369.83 10,123 1,459,145


	Total number of shares repurchased (3)	Weighted average price per share paid		Dollar value of shares repurchased (1) (2)		Dollar value of shares remaining for repurchase (3) (2)
July 1 - July 31, 2023	—	$	—	$	—	$	1,331,166
August 1 - August 31, 2023	183,651	547.61		100,569		1,230,597
September 1 - September 30, 2023	163,327	519.81		84,900		1,145,697

*(1) The dollar value of shares repurchased excludes the cost of broker commissions, excise taxes, and other costs.

(2) May not calculate on rounded dollars.

(3)All share repurchases were made pursuant to our ~~publicly announced~~ stock repurchase program in open-market transactions.

** May not calculate on rounded dollars.

Subsequent to September 30, 2023, through October 12, 2023, we repurchased 88,928 shares in open-market transactions for $44,941 at a weighted average price per share paid of $505.36 and had an aggregate authorized amount of $1,100,756 remaining under the stock repurchase program.

Item 5. Other Information

Director and Officer Trading Plans and Arrangements

Our directors and officers may enter into trading plans or other arrangements with financial institutions to purchase or sell shares of our common stock, which plans or arrangements are intended to comply with the affirmative defense provisions of Rule 10b5-1 of the Exchange Act or which may represent a non-Rule 10b5-1 trading arrangement as defined under Item 408(a) of Regulation S-K. During the three months ended September 30, 2023, no non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by our directors and officers. Set forth below is a summary of the adoption, modification, and termination activity of our directors and officers in respect of their Rule 10b5-1 trading plans during the three months ended September 30, 2023:

Name & Title

Adoption Date

Termination Date

Contract End Date

Aggregate Shares Covered
(in ones)

Dave Powers, Chief Executive Officer, President, and Director

September 8, 2023

April 22, 2024

35,957

Stefano Caroti, Chief Commercial Officer

September 6, 2023

August 25, 2024

14,725

*Not applicable.

Item 6. Exhibits

EXHIBIT INDEX


Exhibit Number						Description of Exhibit
*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
**3232.1						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						Inline 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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