Deckers Outdoor (DECK) 10-K risk factor changes: FY2021 vs FY2020

Before deciding to purchase, hold or sell our common stock, [removed: stockholders,] [added: stockholders] and potential stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into [removed: this* *Annual Report,] [added: this Annual Report,] as well as the other information we file with the SEC.

[removed: The COVID-19 global pandemic has] [added: Health epidemics, including the pandemic, have] had, and [removed: other public health crises or epidemics] could in the future have, a material adverse impact on our business, operations, liquidity, financial condition, results of operations, the operations of our customers and business partners, and the markets and communities in which [removed: we and] [added: we,] our [removed: customers] [added: customers,] and [added: our] partners operate.

The [removed: COVID-19] pandemic has had, and other public health crises or epidemics in the future could have, repercussions across local, regional, and global economies and financial markets.

The [removed: COVID-19] pandemic [removed: has] resulted in a [removed: significant decrease in discretionary spending and retail activity,] rapid rise in [removed: unemployment,] [added: unemployment] and a sudden decrease in global economic activity, and many [removed: businesses, including our Company, have] [added: businesses] experienced, and [removed: anticipate that they will] [added: may] continue to experience, a significant negative impact on their [removed: financial condition,] results of [removed: operations, and liquidity.][added: operations.]

[removed: For example, during] [added: During] portions of our [removed: fourth fiscal quarter] [added: year] ended March 31, [removed: 2020, and during the first part of our first fiscal quarter ending June 30, 2020,] [added: 2021,] nearly all of our Company-operated stores, our partner retail stores, and [added: we believe] the retail stores of our wholesale customers were closed [removed: as a result of] [added: to comply with] government orders or restrictions, and [added: additional closures] may [removed: remain closed in certain geographies] [added: occur] in future periods.

In response to [removed: such store closures, as well as the social distancing measures and other] restrictions resulting from the pandemic, we [removed: have] temporarily furloughed [removed: certain] retail store employees [removed: while stores are closed] and transitioned nearly all of our other employees [removed: able] to [removed: work remotely to] a remote work environment.

[removed: In addition, despite the] [added: Despite our] implementation of reasonable security [removed: measures by us and our third-party providers,] [added: measures,] our systems and information may be [removed: more] susceptible to cyber-attacks or data security [removed: incidents with significantly more of our work force working remotely.][added: incidents.]

Furthermore, in an effort to manage the financial uncertainty involved with the [removed: COVID-19] pandemic, we [removed: have delayed] [added: implemented certain cost-saving measures, such as delaying] the hiring of certain non-essential employees, which [removed: may have the impact of delaying] [added: has delayed] the completion of certain [removed: projects or other] strategic objectives.

In addition, the demand for our products, as well as our results of operations, [removed: have been and] could [removed: continue to] be adversely impacted due to a number of other [removed: factors,] [added: factors in connection with this or other pandemics,] including the following:

[removed: | • |] [added: -] decreased store traffic [removed: as a result of] [added: due to] retail store closures, social distancing restrictions or changes in consumer behavior; [removed: |]

[removed: | • |] [added: -] a deterioration in our ability, or the ability of our wholesale customers, to operate in affected [removed: geographic] regions; [removed: |]

[removed: | • |] [added: -] reduced availability of our supply of raw materials; [removed: |]

[removed: | • |] [added: -] the failure of key business partners to provide [removed: services,] [added: services for our efficient operations,] including the inability of our manufacturers or third-party distributors to timely fulfill their obligations to us; [removed: |]

[removed: | • | bankruptcies or other] [added: -] financial difficulties facing our wholesale customers, which could cause them to be unable to make or delay making payments to us, or [removed: resulting] [added: result] in [removed: cancellation of or reducing their orders; |][added: order cancellations for our product offerings;]

[removed: | • |] [added: - seasonality impacts on] the [added: demand for certain products, and the] ability of our [removed: distribution center] [added: DC] and 3PLs to timely [removed: and accurately] process [removed: orders, especially] [added: orders] during periods of heightened demand; and [removed: |]

[removed: | • |] [added: -] incremental costs resulting from adoption of [added: health and safety] preventative [removed: measures, including social distancing requirements. |][added: measures.]

We expect any further spread of the [removed: COVID-19] pandemic [removed: (including the potential for a second wave of the disease),] or [removed: even] the threat or perception that this could occur, or any protracted duration of decreased economic activity, could have a material adverse [removed: impact] [added: effect] on our business, operations and financial [removed: results, or on the business, operations and financial results of our customers and business partners.][added: results.]

Due to the nature of [removed: many of] our product offerings, sales of our products are inherently seasonal.

Historically, the highest percentage of UGG brand net sales have occurred [removed: in] [added: during] the fall and winter [removed: months] (our second and third fiscal quarters), and the highest percentage of Teva [removed: brand] and Sanuk brand net sales have occurred [removed: in] [added: during] the spring and summer [removed: months] (our first and fourth fiscal quarters).

Due to the magnitude of the UGG brand relative to our other brands, [removed: this trend has] [added: seasonal trends have] resulted in our net sales for the second and third fiscal quarters significantly exceeding [removed: our net sales in] [added: that of] the first and fourth fiscal quarters.

[removed: While we have taken steps] [added: Although our ongoing strategic efforts] to diversify our [removed: product offerings, both] [added: offerings] by creating [removed: more] [added: additional] year-round styles and expanding product offerings within our existing [removed: brands, and by acquiring and developing new brands,] [added: brands has had a meaningful positive impact on our seasonality trends,] we expect [removed: this trend] [added: our quarterly net sales] to continue [added: fluctuating] for the foreseeable future.

For example, extended periods of unseasonably warm weather during the fall or winter [removed: months] may significantly reduce demand for our UGG brand products.

Unfavorable or unexpected weather patterns may have a material, negative impact on our business, financial condition, results of operations and [removed: prospects.][added: prospects, and the effects of climate change may pronounce these conditions.]

In addition, the unpredictability of weather conditions makes it more difficult for us to accurately forecast our financial results and [removed: to] meet the expectations of analysts and investors.

[removed: As a result of] [added: Due to] the relative concentration of our sales in certain months of the year, factors [removed: which specifically impact] [added: impacting] consumer spending patterns in those months, such as unexpected weather patterns, declines in consumer confidence, changing consumer preferences, or uncertain economic conditions, will [removed: have a disproportionate] [added: disproportionately] impact [removed: on] our business and could result in our failure to achieve financial performance that is in line with our expectations or the expectations of market participants.

In addition, significant fluctuations in our financial performance from period to period [removed: as a result of] [added: due to] these or other factors could increase the volatility of our stock price, which could cause our stock price to decline.

The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences, and if we do not accurately anticipate and promptly respond to consumer [removed: demand, including consumer] [added: demand and] spending patterns, we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished.

[removed: | • |] [added: -] seasonality, including the impact of anticipated and unanticipated weather conditions; [removed: |]

[removed: | • |] [added: -] consumer acceptance of our existing [removed: products] and [removed: acceptance of our] new products, [removed: including] [added: and] our ability to develop new products that address the needs and preferences of [removed: new] consumers; [removed: |]

[removed: | • |] [added: -] consumer demand for [removed: products of] our [removed: competitors; |][added: competitors’ products;]

[removed: | • |] [added: -] the implementation of our segmentation approach to the distribution of certain of our products; [removed: |]

[removed: | • |] [added: -] consumer perceptions of and preferences for our products and brands, including as a result of evolving [removed: ethical] [added: ethical, political] or social standards; [removed: |]

[removed: | • | the extent to which] [added: - whether] consumers view certain of our products as substitutes for other products we manufacture; [removed: |]

[removed: | • |] [added: -] publicity, including social media, related to us, our products, our brands, our marketing campaigns and our celebrity endorsers; [removed: |]

[removed: | • |] [added: -] the life cycle of our products and consumer replenishment behavior; [removed: |]

[removed: | • |] [added: -] evolving fashion and lifestyle trends, and the extent to which our products reflect these trends; [removed: |]

[removed: | • |] [added: -] brand loyalty; [removed: |]

[removed: | • |] [added: -] legislation restricting our ability to use certain materials in our products; [removed: |][added: and]

[removed: | • |] [added: -] changes in general economic, political, and market [removed: conditions; and |][added: conditions.]

[removed: For example, many] [added: Many of our products, particularly our] UGG brand [removed: products] [added: product offerings,] include a fashion element and could go out of style at any time.

Risks Related to Our Business and Industry

- reduced demand for certain products;

The full extent of the impact of the pandemic on our business and operations continues to be uncertain and subject to change, and will depend on a number of factors beyond our control.

Further, we have experienced an increase in sales of certain of our products that are desirable to wear within the work-from-home environment, and there can be no assurance that consumers will continue purchasing such products as they transition back into the workplace and restrictions on travel or gatherings are relaxed.

Further, the value of

Uncertainty in global economic conditions continues, particularly in light of the impacts of the pandemic, and trends in consumer discretionary spending remain unpredictable.

Further, these competitors may have relationships with our key retail customers that are potentially more important to those customers because of the significantly larger volume and product mix that our competitors sell to them.

operations.

In an effort to reduce our dependency on sheepskin, we are seeking sustainable alternatives for key product materials.

We will continue to evaluate our partner retail strategy and our retail approach in international markets in response to changes in consumer demand, retail store traffic patterns, and our brand and regional strategies.

If any of our major customers experience a significant downturn in business or fail to remain committed to our products or

Our European headquarters are located in the UK, and there remains significant uncertainty regarding the impact of Brexit on the legal and commercial relationships between the UK and the EU, which could make it difficult for us to attract and retain key employees in the UK.

Further, during our fourth fiscal quarter ended March 31, 2021, we entered into a lease for a DC located in Mooresville, Indiana, to expand our distribution facilities.

In addition, if our domestic DC operations and scaling efforts are impeded or delayed for any reason, it could result in shipment delays or the inability to deliver product at

Increasing scrutiny from investors and other key stakeholders with respect to our ESG practices may impose additional costs on us or expose us to new or additional risks.

Investor advocacy groups, certain institutional investors, investment funds, other market participants, stockholders, and customers are increasingly focused on corporate responsibility, specifically on the ESG practices of companies.

These parties have placed increased importance on the implications of the social cost of their investments.

From time to time we communicate certain ESG initiatives and goals to market participants and our customers and business partners.

Any corporate responsibility disclosure we make may include our policies, practices, initiatives and goals on a variety of social and ethical matters, corporate governance, environmental compliance, sustainability, employee health and safety practices, human capital management, product quality, supply chain management, and workforce inclusion and diversity.

Although we have undertaken expansive efforts to improve and implement our ESG initiatives, it is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption.

If our ESG practices do not meet investor or other stakeholder expectations

and standards, which continue to evolve, or if we are perceived to have not appropriately responded to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business and financial condition could be materially and adversely affected.

Further, we could fail, or be perceived to fail, to achieve our ESG initiatives or goals, or we could fail to fully and accurately report our progress on such initiatives and goals, which could negatively impact our business.

Risks Related to Our Global Business Strategy and International Commerce

- refusal to adopt or comply with our manufacturing policies;

Further, if our manufacturers or suppliers violate US or foreign trade laws or regulations, we may be subject to extra duties, significant monetary penalties, the seizure and forfeiture of products we are attempting to import, or the loss of our import privileges, which could have a negative impact on our results of operations.

- political or economic uncertainty or instability;

- changes in unemployment rates and consumer spending;

competition for manufacturers.

In January 2020, the US and China reached a trade deal which, among other things, limits import duties and tariffs.

Although the trade deal currently remains in effect, there is no guarantee that the agreement will be honored by either party.

After the pandemic, we anticipate cost increases in ocean transports globally.

Risks Related to Our Legal, Compliance, and Regulatory Environment

Further, we may be subject to new data privacy and security laws and regulations.

In addition, in response to the pandemic, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) and American Rescue Plan Act were signed into law, both of which contain numerous income tax provisions.

One example is the recently announced American Families Plan, which, if enacted into law, would increase the corporate tax rate and would implement other changes to existing tax law that may result in a higher effective tax rate on our worldwide results of operations.

The results of a tax audit or other tax proceeding could

Risks Related to Our Common Stock

The outbreak of COVID-19 has significantly adversely impacted global economic activity and contributed to volatility in and negative pressure on financial markets.

In response to the COVID-19 pandemic, many federal, state, local, and foreign governments have put in place, and others in the future may put in place, travel restrictions, quarantines, shelter-in-place orders, and similar government orders and restrictions, in an attempt to control the spread and mitigate the impact of the disease.

Such restrictions or orders, or the perception that such restrictions or orders could be implemented or extended, have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, and cancellation or postponement of events, among other effects that could negatively impact our operations, as well as the operations of our partner retail stores, wholesale customers, suppliers, third-party distributors, and manufacturers.

Although we have not experienced a material impact on productivity from shifting our employees to a remote work environment, there is no guarantee that our employees will be as effective while working remotely.

| | |

| --- | --- |

| • | reduced consumer demand for our products as consumers seek to reduce or delay spending in response to the impacts of COVID-19, including from the recent rise in unemployment rates, decreased discretionary spending, and diminished consumer confidence; |

| • | seasonality impacts on the demand for certain products, which could be further exacerbated by government restrictions and changes in consumer behavior; |

The full extent of the impact of the COVID-19 pandemic on our business and operations is highly uncertain and subject to change, and will depend on a number of factors beyond our control, including, without limitation, the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, the impact of the pandemic on the businesses of our wholesale customers, suppliers, third-party distributors, manufacturers, or retail partner stores, the extent and duration of any economic recessionary conditions, and the impact on the financial markets and our access to capital.

In addition, to the extent the duration of the pandemic results in negative impacts to our business during our peak selling season for the UGG brand, it could result in a significantly greater adverse effect on our financial condition and results of operations than we have experienced thus far.

It is unclear whether seasonal impacts will be minimized or exaggerated in future periods as a result of the disruptions and uncertainties caused by the COVID-19 pandemic.

| • | changes in consumer confidence and buying patterns, and other factors that impact discretionary income and spending; |

| • | pandemics or other outbreaks of illness or disease, such as the COVID-19 pandemic. |

Furthermore, we are dependent on consumer receptivity to our new products and to the marketing strategies we employ to promote those products.

Consumers may not purchase new models and styles of footwear, apparel, and accessories in the quantities projected or at all.

Further, consumer spending may be adversely impacted by economic conditions, including consumer confidence in the economy, employment, salary and wage levels, the availability of consumer credit, and general costs of living.

For example, we are experiencing, and could continue to experience, decreased demand for our products arising out of the impacts of the COVID-19 pandemic.

If we fail to predict or react appropriately to changes in consumer preferences and fashion trends or fail to adapt to shifting spending patterns or demand, consumers may consider our brands and products to be outdated or unattainable or associate our brands and products with styles that are no longer popular, which may adversely affect our overall financial performance.

If we are unable to sustain the cost reductions and profitability improvements achieved from the implementation of our restructuring and operating profit improvement plans, we may not achieve results of operations in line with our expectations, which could cause our stock price to decline.

As of March 31, 2019, we completed implementing a restructuring plan designed to reduce overhead costs and create operating efficiencies while improving collaboration across our brands, and also completed the implementation of an operating profit improvement plan designed to improve profitability by enhancing product development cycle times, optimizing material yields, consolidating our factory base, and relocating product manufacturing and distribution facilities.

However, we may not be able to sustain the cost reductions, profitability improvements, or other expected benefits of these plans in future periods.

General economic and market conditions, including the impacts and disruptions caused by the COVID-19 pandemic, could impact our revenue and increase our costs and operating expenses.

If we fail to sustain or expand operating profit improvements in line with our expectations, or with the expectations of research analysts or other market participants, it could have a material adverse impact on our financial performance, which could cause our stock price to decline.

Further, our attempts to sustain or expand operating profit improvements may require additional investments and divert management’s time and resources, which may impede our ability to achieve our other strategic objectives.

| • | continue to market current products, and develop new products, that appeal to consumers; |

Our competitors include athletic and footwear companies, branded apparel and accessories companies, home goods and sporting goods companies, and specialty retailers with their own private labels.

Furthermore, the significant disruptions caused by the COVID-19 global pandemic, especially in certain countries in Asia, could have a prolonged negative impact on our ability to source sufficient sheepskin from our tanneries to meet demand, which could damage our brand image and adversely impact our sales.

Most of these factors are not considered predictable or within our control.

In an effort to partially reduce our dependency on sheepskin, we are using UGGpure, which is a wool woven into a durable backing, in some of our UGG brand products.

These difficulties could be exacerbated by the impacts of the COVID-19 pandemic as our employees are faced with challenges of adapting to new processes and systems while working remotely.

If we are unable to successfully manage any disruption to our business caused by our operational systems upgrades, we could incur unanticipated expenses, loss of customers, and harm to our reputation, any of which would harm our business.

We expect to increase both the number of third parties we engage within our partner retail program and the number of stores that they operate, but these efforts may be delayed in light of retail store closures, work stoppages, and other disruptions due to the COVID-19 pandemic.

We continue to be vulnerable to such infringements despite our dedication of significant resources to the registration and protection of our intellectual property and to anti-counterfeiting efforts worldwide.

If we fail to prevent counterfeiting or imitation of our products, we could lose opportunities to sell our products to consumers who may instead purchase a counterfeit or imitation product.

In addition, if our products are associated with inferior products due to infringement by others of our intellectual property, it could adversely affect the value of our brands.

For example, we are considering expanding our partner retail program in certain markets based on our analysis of the market opportunity and business efficiencies.

In addition, in an effort to manage the financial uncertainty involved with the COVID-19 pandemic, we have delayed the hiring of certain non-essential employees, which could have the impact of delaying completion of certain projects or other strategic objectives.

Additionally, our European headquarters is currently based in the UK.

There is significant uncertainty regarding the potential future impact of Brexit on the legal and commercial relationships between the UK and countries within the European Union (EU).

In particular, we could face difficulties attracting and retaining key employees in the UK, which could have a material adverse impact on our European operations.

[removed: The] [added: *The] following discussion of our financial condition and results of operations should be read together with our consolidated financial statements in Part IV within this Annual Report.

This discussion includes an analysis of our financial condition and results of operations for [removed: fiscal year 2020] [added: the years ended March 31, 2021] and [removed: fiscal year 2019] [added: 2020] and year-over-year comparisons between those periods.

For year-over-year comparisons between [removed: fiscal year 2019] [added: the years ended March 31, 2020] and [removed: fiscal year 2018,] [added: 2019,] refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2019] [added: 2020] filed with the SEC on [removed: May 30, 2019.][added: June 1, 2020.*]

We believe that our products are distinctive and appeal [removed: broadly] to [removed: women, men, and children.][added: a broad demographic.]

We sell our products through quality domestic and international retailers, international distributors, and directly to our [added: global] consumers [removed: both domestically and internationally] through our [removed: DTC] [added: Direct-to-Consumer (DTC)] business, which is comprised of our [removed: retail stores and] e-commerce [removed: websites.][added: websites and retail stores.]

All of our products are currently manufactured by independent [added: third-party] manufacturers.

Trends and Uncertainties Impacting Our [removed: Business][added: Business and Industry]

[removed: During early calendar] [added: - Throughout fiscal] year [removed: 2020,] [added: 2021,] the COVID-19 pandemic (referred to herein as [removed: COVID-19 or] the [removed: COVID-19] pandemic) spread globally, including throughout the geographic regions in which we operate our business, and [removed: where] [added: in which] our wholesale customers, retail stores, manufacturers, and suppliers are located.

[removed: Our] [added: We expect our] business and the industry in which we operate [added: will] continue to be impacted by several important trends and uncertainties, [removed: including] as [removed: a result of the COVID-19 pandemic.][added: follows:]

[removed: | • | Even prior to mandatory retail store closures resulting from the COVID-19 pandemic, we] [added: - We have] observed a [added: prolonged and] meaningful shift in the way consumers shop for products and make purchasing decisions, evidenced by [removed: significant and prolonged] decreases in consumer retail [added: store] activity as [removed: customers continue to migrate] [added: consumers accelerated their migration] to online shopping. [removed: These trends have been positively impacting the performance of our e-commerce |]

[added: These trends, which have been exacerbated by the impacts of the pandemic, have been positively impacting the performance of our e-commerce] business, while creating [removed: challenges and] headwinds for our traditional retail business, as well as the retail businesses of our wholesale customers and retail partners.

[removed: | • |] [added: -] We operate our e-commerce business through various websites and platforms, which have remained operational [added: and experienced increased consumer traffic] throughout the [removed: COVID-19 pandemic, and we expect they will continue to remain operational. |][added: pandemic.]

[removed: | • |] [added: -] Within the UGG brand, we have experienced strong sell-through [added: in all channels] of certain product lines, [removed: including] [added: such as] the slipper [removed: category in general,] [added: category,] as [removed: we believe] consumers [removed: are seeking] [added: seek] out luxurious comfort in the current work-from-home environment. [removed: In addition, the UGG brand continues to experience success through the introduction of year-round products, improving the UGG brand’s overall year-round performance. However, we are experiencing softness within the UGG wholesale channel, especially within geographies impacted by extensive retail store closures. |]

[removed: | • | In response to the COVID-19 pandemic, we] [added: We] have [added: also] enhanced our focus on [added: adaptive] digital marketing as we seek to target consumers within the work-from-home environment and promote products that are desirable based on current consumer preferences, working [removed: conditions] [added: conditions,] and lifestyle choices. [removed: |]

[removed: | • |] [added: -] To mitigate the adverse [removed: impact] [added: impacts] the [removed: COVID-19] pandemic [removed: may have] [added: has had] on our business and operations, we [removed: have] implemented a number of temporary measures to reduce [added: our] operating [removed: expenses, including: |][added: expenses.]

| | [added: | |] Amount | | | [added: | | | % | | | | | | Amount | | | | | | % | | | | | | Amount | | | | | | % | | |]

| UGG brand [removed: wholesale] | [removed: $] | [removed: 1,000] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Sanuk brand [removed: wholesale] | [removed: 1,000] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Other brands [removed: wholesale] | [removed: 1,000] | | | [added: | | | | | | | | | | | | | | | | | | | |]

Our six reportable operating segments include the worldwide wholesale operations of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands, as well as [removed: DTC.][added: DTC (collectively, our reportable operating segments).]

Information reported to the Chief Operating Decision Maker (CODM), who is our [added: Chief Executive Officer, President, and] Principal Executive Officer, is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.

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 [removed: women, men, and children.][added: a broad demographic.]

[removed: | • |] [added: -] High consumer brand loyalty due to [removed: the] consistent delivery of quality and luxuriously comfortable footwear, apparel, and accessories. [removed: |]

[removed: | • |] [added: -] Diversification of our footwear product offerings, such as [removed: women's] [added: Women's] spring and summer lines, as well as expanded category offerings for [removed: men's, apparel, and accessories. |][added: Men's products.]

Originally designed for ultra-runners, the brand now appeals to [removed: athletes around the world, regardless of activity.][added: world champions, taste makers, and everyday athletes.]

The HOKA brand is quickly becoming a leading brand within run specialty wholesale accounts, with strong marketing fueling both domestic and international sales [removed: growth.][added: growth, driving the brand’s net sales to continue to increase as a percentage of our aggregate net sales.]

[removed: | • |] [added: -] Leading product innovation and key franchise management. [removed: |]

Sanuk Brand. The Sanuk brand originated in Southern California surf culture and has emerged into a lifestyle brand with a presence in the relaxed casual shoe and sandal [removed: categories.][added: categories with a focus on innovation in comfort and sustainability.]

As of March 31, [removed: 2020,] [added: 2021,] we had a total of [removed: 145] [added: 140] global retail stores, which includes [removed: 76] [added: 71] concept stores and 69 outlet stores.

Generally, we open retail store locations during [removed: the] [added: our] second or third [removed: quarters of each] fiscal [removed: year] [added: quarters] and consider closures of retail stores during [removed: the third or] [added: our] fourth [removed: quarters of each] fiscal [removed: year.][added: quarter; however, the timing of such openings and closures may vary.]

We evaluate [added: potential] retail store closures based on [added: historic and anticipated] store performance and timing of lease expirations and options.

We currently do not anticipate incurring material incremental retail store closure costs, primarily because any store closures we may pursue are expected to occur [removed: as] [added: as, or near to when,] retail store leases expire to avoid incurring potentially significant lease termination costs, as well as through conversions to partner retail stores, further discussed below.

*Flagship Stores.* Included in the total count of global concept stores are [removed: nine] [added: seven] UGG brand flagship stores, which are lead concept stores in certain key markets and prominent locations designed to showcase the UGG brand products.

*Shop-in-Shop Stores.* Included in the total count of global concept stores are [removed: 21] [added: 26] shop-in-shop (SIS) stores, defined as concept stores for which we own the inventory and that are operated by us or non-employees within a department store, which we lease from the store owner by paying a percentage of SIS store sales.

*Partner Retail Stores.* We rely on partner retail stores for the UGG brand and [removed: Sanuk brand in certain markets.][added: HOKA brand.]

Partner retail stores are branded stores that are [removed: wholly-owned] [added: wholly owned] and operated by third-parties and not included in the total count of global retail stores.

When a partner retail store is opened, or a store is converted into a partner retail store, the related net sales are recorded in [removed: either the UGG brand or Sanuk] [added: each respective] brand wholesale reportable operating segments, as applicable.

As of March 31, [removed: 2020,] [added: 2021,] we operated our e-commerce business through [removed: an aggregate of 28] Company-owned websites and mobile platforms in [removed: ten] [added: 58] different [removed: countries.][added: countries, for which the net sales are recorded in our DTC reportable operating segment.]

[removed: In order to provide a framework for assessing how our underlying businesses performed during the relevant periods, excluding the effect of foreign currency exchange rate fluctuations, throughout] [added: Throughout] this Annual Report we provide certain financial information on a constant currency basis, [added: excluding the effect of foreign currency exchange rate fluctuations,] which we disclose in addition to the financial measures calculated and presented in accordance with [removed: accounting principles] generally accepted [added: accounting principles] in the United States (US GAAP).

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 [removed: remeasurements.][added: remeasurements in the consolidated financial statements.]

*Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties including those described in this section.

Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” within this Annual Report for additional information.*

COVID-19 Pandemic

- The overall impacts of the pandemic on our business, and the businesses of our wholesale customers and partners, continue to be highly uncertain and subject to change, especially in light of the significant recent increases in the number of positive COVID-19 cases in certain geographic regions.

However, we believe that the actions we have taken to respond to the pandemic, combined with our strong brands, diversified product portfolio, and favorable liquidity position, have resulted in strong operational performance throughout the pandemic, and position us to emerge from the pandemic poised for continued long-term growth.

- As a result of various government orders and restrictions imposed in connection with the pandemic, as well as changes in consumer behavior in response, we closed many of our Company-owned-and-operated stores at various times during fiscal year 2021.

The largest impact on our retail business was from disruption at tourism-dependent locations, including both limited capacity and closure requirements that impacted store traffic.

However, approximately 77% of our global retail stores were open for our entire fourth fiscal quarter, although in most cases with limited capacity.

We expect temporary retail store closures in certain geographies to continue for at least a portion of our first fiscal quarter ending June 30, 2021, and that there is risk of ongoing or additional retail stores closures and operating limitations based on expert agency guidance and local authority mandates.

- We expect the scope of allowable retail activities and retail consumer traffic patterns to vary by geographic region due to the continued impact of the pandemic, including those associated with governmental restrictions and consumer responses.

In an attempt to mitigate the impact of operating our retail stores at limited capacity, we have continued expanding the use of technology at these locations.

However, we could continue to experience decreased demand or capacity threshold constraints at our retail stores.

- We believe that many of our wholesale customers and retail partners have experienced temporary retail store closures similar to those impacting our Company-owned retail stores.

Although many of our customers have reopened their retail stores, we believe that many of these stores continue to operate at limited capacity.

E-Commerce Environment

We continue to look for ways to expand consumer access to and improve ease of use of our e-commerce platforms, which has contributed to increased consumer traffic.

- During fiscal year 2021, we observed strong demand for all of our brands within our e-commerce business.

Many of our wholesale customers also experienced strong demand trends for our brands, which have consistently experienced strong sell-through on our wholesale partners’ e-commerce platforms.

However, we do not expect that the growth rate that our e-commerce business experienced during fiscal year 2021 will continue in future periods.

In addition, the UGG brand continues to experience success with counter-seasonal products, such as spring and summer collections for Women's, Men's, and Kids' categories.

The brand is attracting new and younger, more diverse consumers, including through strategic fashion collaborations and design innovation.

However, the brand continues to experience softness internationally within the wholesale channel.

We expect to see continued UGG brand progress during fiscal year ending March 31, 2022 in Europe due to our marketplace reset strategy, as well as in Asia due to our localized marketing activations.

- As the UGG brand continues to amplify its audience with younger, more diverse consumers, it has been critical to continue our development of the brand’s e-commerce channel and expanding its digital marketing presence.

The UGG brand's e-commerce platform has continued to evolve as part of our overall digital transformation and has become a strategic driver of our product development process through the launch of exclusive products.

- Within the HOKA brand, we continue to see strong demand across our product offerings through both wholesale and DTC channels, which we believe is being fueled by an emphasis on running and outdoor exercise and introducing innovative products that resonate globally with younger, more diverse consumers.

Further, the HOKA brand's performance was driven by balanced growth across the brand's ecosystem of access points.

For example, the HOKA brand's optimized digital marketing increased online consumer acquisition and retention rates, which we believe will collectively continue to drive DTC channel revenues as a percentage of total brand revenue.

- We maintain a network of strategic sourcing partners which includes material vendors and third-party manufacturers.

We experienced certain capacity constraints within our sourcing network during fiscal year 2021.

While we have mitigated the effects of these disruptions, it is possible that we will experience additional disruptions to our supply chain, including from shipping delays and container shortages from congestion at port facilities, which has been exacerbated by the pandemic.

Congestion at United States (US) and international ports could affect the capacity at ports to receive deliveries of products or the loading of shipments on to vessels.

In anticipation of this, we are evaluating mitigation strategies.

- Our warehouse and DC in Moreno Valley, California, as well as our global third-party logistics providers (3PLs) and third-party carriers, remain open although they continue to operate at reduced capacity.

We are experiencing certain operational and logistical challenges as a result of limited and modified operations.

This includes challenges associated with shipping higher quantities of product through our e-commerce channel compared to prior periods in parallel with increased nationwide demand placed on delivery companies, which has been exacerbated by the pandemic.

These impacts may continue to have an adverse effect on our ability to fulfill orders through our e-commerce platform.

- We continue to recognize the need for additional infrastructure investments to support our scaling business, including investments in and upgrades to our end-to-end planning systems as well as our global distribution and logistics capabilities.

For example, we are currently in the early stages of opening a new US DC located in Mooresville, Indiana that is intended to expand our logistical capabilities.

At the same time, we are encountering challenges in attracting and retaining quality candidates to staff our DC operations in the US as we increasingly compete with other companies with growing e-commerce operations.

In response to the pandemic, many federal, state, local, and foreign governments have put in place, and others in the future may put in place, travel restrictions, “shelter-in-place” orders, and similar government orders and restrictions in an attempt to control the spread and mitigate the impact of the disease.

Such restrictions or orders have resulted in the mandatory closure of “non-essential” businesses (including retail stores), increased unemployment rates, “social distancing” restrictions, reduced tourist activity, work-from-home policies, and other changes that have led to significant disruptions to businesses and global financial markets.

The overall impact of the pandemic on our business and future results of operations is highly uncertain and subject to change, and we are not able to accurately predict the magnitude or scope of such impacts at this time.

We have experienced a number of material impacts, and identified a number of material trends, within our business as follows:

| | |

| --- | --- |

| • | In connection with the “shelter-in-place” orders discussed above, all of our Company-owned and operated stores, and nearly all of the retail stores of our wholesale customers and retail partners, were closed for a portion of our fourth fiscal quarter ended March 31, 2020 (fourth fiscal quarter), and largely remain closed during the first part of our first fiscal quarter ending June 30, 2020. The closure of these retail stores had a negative impact on our results of operations during the fourth fiscal quarter as we experienced delays in shipment and acceptance of scheduled order shipments, which we attribute to the retail store closures and other uncertainties caused by the COVID-19 pandemic. |

| • | The retail stores that we and our partners operate have begun to reopen at a measured pace. We will continue to reopen our retail stores as we determine appropriate and in line with guidance provided by health officials, expert agencies and local authorities. Our decision regarding the appropriate timing to reopen our retail stores will depend on a number of factors, including the safety of our customers and employees, our ability to comply with government orders and restrictions, and our ability to deliver products to our customers. We expect the scope of allowable retail activities, as well as retail consumer traffic patterns, to vary by geographic region, including ongoing restrictions imposed by local governmental authorities, the demand for our products within the region, and the actual and expected impact of the COVID-19 pandemic on the region. |

E-Commerce Business

| • | During our fourth fiscal quarter, as well as our first fiscal quarter ending June 30, 2020, we observed strong demand across our brands within our e-commerce business, especially for the UGG and HOKA brands. We expect our wholesale customers that have an established e-commerce presence will experience similar strong demand trends as those we have experienced, although the trends may vary from customer to customer. We continue to see demand for our products, especially within the UGG and HOKA brands, from a number of these wholesale customers, which we believe reflects strong sell-through of our products within our partners’ e-commerce platforms. We expect our wholesale customers that have a greater reliance on their retail store presence may experience more significant adverse impacts from the COVID-19 pandemic. |

| • | We expect our e-commerce business will continue to be a driver of long-term growth, although the growth rate will be unpredictable and may not be in line with our historical experience. We believe the key factors impacting the growth rate will include consumer demand for our products, our ability to fulfill orders through our limited distribution center operations, the scope and duration of the COVID-19 pandemic, and the impact of the COVID-19 pandemic on consumer confidence and discretionary spending. However, we do not expect the increased demand within our e-commerce businesses to fully offset the negative pressure we are experiencing within our wholesale and retail businesses due to the current retail environment, especially as we move into the second and third fiscal quarters. |

| • | We are exercising discipline by focusing on key products that have achieved sustained success with consumers, reducing the number and types of products offered, delaying product launches and consolidating seasonal collections. |

| • | Our ongoing and strategic efforts to reduce the impact of seasonality on our results of operations have had a meaningful positive impact on the year-round performance of the HOKA and UGG brands. While we expect to continue to focus on reducing the impact of seasonality through innovation and the expansion of our product offerings over the long-term, given the magnitude of the UGG brand relative to our other brands, the effect of seasonality on our aggregate net sales and results of operations may continue to be significant. However, it is unclear whether seasonal impacts will be minimized or exaggerated in future periods as a result of the disruptions and uncertainties caused by the COVID-19 pandemic. This uncertainty makes it more difficult for us to predict future demand for our products and manage our manufacturing and inventory, especially as we approach the typical high-selling season for the UGG brand. |

| • | Within the HOKA brand, we continue to see strong demand across our product offerings, which we believe is being fueled in part by an even greater emphasis on running and outdoor exercise as consumers seek to find healthy outlets in response to the COVID-19 pandemic. The significant growth of the HOKA brand’s year-round performance product offerings as a percentage of our aggregate net sales has had a meaningful positive impact on our seasonality trends, as well as our overall financial results. However, despite the recent growth and success of the HOKA brand, the impacts of the pandemic may cause the growth rate of HOKA brand sales to decline. |

| • | The Sanuk and Teva brands are experiencing a disproportionate negative impact from the pandemic as the highest percentage of net sales for these brands typically occur during our fourth fiscal quarter and first fiscal quarter. We are actively monitoring the cost structures associated with these brands. |

| • | We experienced certain disruptions to sourcing with our third-party manufacturers during the fourth fiscal quarter. While these disruptions have since been mitigated, it is possible there will be disruptions in the future. |

| • | Our Moreno Valley, California, distribution center, as well as our global third-party logistics providers (3PLs), remain open and are operating at reduced capacity and with limited and modified operations. In order to promote the health and safety of our distribution center employees, we have implemented enhanced safety measures and protocols at our distribution center, including strict social distancing requirements and heightened cleaning of the facility in accordance with Center for Disease Control and Prevention guidelines. Due to the social distancing requirements we have implemented, we are limiting the number of employees on-site relative to our typical personnel capacity. We are experiencing, and our 3PLs are experiencing, certain operational and logistical challenges as a result of limited and modified operations, including some delays in the shipments of our products. We are working to mitigate the impact of limited and modified operations on our peak selling periods, but we may not be successful in these efforts. |

| • | We are encountering challenges attracting and retaining quality candidates to staff our distribution center operations as we increasingly compete with other companies with growing e-commerce operations. For example, during the past two fiscal years, we have significantly increased certain distribution center employee wages in an effort to attract and retain talent. Although growing unemployment rates resulting from the COVID-19 pandemic may result in a larger short-term candidate pool, we may face ongoing challenges with recruiting employees as our competitors grow their e-commerce channels and require additional warehouse and distribution center staff. |

| • | We have implemented a product segmentation strategy, as well as an allocation strategy for the UGG brand’s core Classics franchise in the US wholesale marketplace. These strategies are designed to assist us in controlling product inventory, reducing the impact of discounts and close-outs on our sales and gross margins, and increasing full-priced selling across our product offerings. Similarly, we are implementing a multi-year marketplace reset strategy in Europe and Asia to drive UGG brand heat. We expect the COVID-19 pandemic will delay or mitigate the benefits we may receive from these strategies. |

| • | As a result of changes in consumer purchasing behavior, we continue to focus on the enhancement of our omni-channel strategy to enable us to better engage existing and prospective consumers and expose them to our brands. Our strategy is transforming the way we approach marketing, including through a sustained focus on our targeted digital marketing efforts, as well as marketing activations and product seeding to drive global brand heat. For example, we have begun applying these transformation efforts in Europe to drive UGG brand heat as we work to differentiate consumer experiences across various consumer touch points as part of our marketplace reset strategy. We have also started to apply this marketing strategy shift in Asia. |

Liquidity

| • | We believe we are in a strong financial position to respond to the disruptions and uncertainties caused by the COVID-19 pandemic. As of March 31, 2020, our cash and cash equivalents balance was $649,436. In addition, we had available borrowings of $469,473 under our existing revolving credit facilities, providing a liquidity position of over $1,000,000 as of March 31, 2020. For additional information, see the sections entitled “Liquidity” and “Capital Resources” below. |

| • | We are temporarily pausing repurchases under our Stock Repurchase Programs due to the disruption and uncertainty caused by the COVID-19 pandemic and our focus on liquidity and cash management. |

| • | We are working closely with our wholesale customers, as well as our manufacturers and suppliers, to manage accounts receivable and accounts payable to maximize the availability of working capital. |

| ◦ | restricting employee travel; |

| ◦ | canceling or postponing certain events, trainings, and conferences; |

| ◦ | converting meetings with current and prospective customers to a virtual platform; |

| ◦ | suspending hiring of certain non-essential employees and annual salary increases; |

| ◦ | eliminating or deferring discretionary expenditures; |

| ◦ | seeking payment accommodations or deferrals; and |

| ◦ | furloughing certain retail employees while stores are closed. |

| • | We also believe the significant changes we implemented in connection with our previously completed restructuring and operating profit improvement plans will help mitigate any potential negative impacts on our gross margins resulting from the COVID-19 pandemic. |

Completed Restructuring Plan

During February 2016, we announced the implementation of a multi-year restructuring plan designed to realign our brands across our Fashion Lifestyle and Performance Lifestyle groups, optimize our worldwide owned retail store fleet, and consolidate our management and operations that was designed to reduce overhead costs and create operating efficiencies while improving collaboration across brands.

As of March 31, 2019, we completed our restructuring plan and incurred cumulative restructuring charges of $55,619 against selling, general, and administrative (SG&A) expense.

In addition, the cumulative annualized SG&A savings realized as of March 31, 2019 by reportable operating segment were, approximately, as follows:

| | | | |

| --- | --- | --- | --- |

| Direct-to-Consumer | 43,000 | | |

| Unallocated overhead costs | 17,000 | | |

While we have experienced fairly stable pricing in recent years, historically there have been significant fluctuations in the price of sheepskin as the demand for this commodity from our [removed: customers] [added: consumers] and our competitors has changed.

We believe significant factors affecting the price of sheepskin include weather patterns, harvesting decisions, incidence of disease, the price of other commodities such as wool and leather, the demand for our products and the products of our competitors, [added: use of substitute products or components,] and global economic conditions.

The purchasing contracts and other pricing arrangements we use for sheepskin and leather [removed: may] [added: typically] result in purchase obligations which are not recorded in our consolidated balance sheets.

With respect to sheepskin and leather, in the event of significant price [removed: increases,] [added: 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 [removed: gross margins.][added: profitability.]

We hedge certain foreign currency exchange rate risk from existing assets and [removed: liabilities.][added: liabilities, as well as forecasted sales.]

As of March 31, [removed: 2020,] [added: 2021,] a hypothetical 10.0% foreign currency exchange rate fluctuation would have had no impact on the fair value of our financial instruments as there were none outstanding.

Refer to Note 9, “Derivative Instruments,” of our consolidated financial statements [removed: included] in Part IV within this Annual Report for further information on our use of derivative contracts.

As of March 31, [removed: 2020,] [added: 2021,] there were 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.

Our market risk exposure with respect to our revolving credit facilities is tied to changes in applicable interest rates, including the Alternate Base Rate, the federal funds effective rate, currency-specific London Interbank Offered [removed: Rate,] [added: Rate] and [removed: the] Canadian [removed: Dollar Offered Rate] [added: deposit offering rate] for our Primary Credit Facility, People’s Bank of China market rate for our China Credit Facility, and Tokyo [removed: Interbank Offered Rate] [added: interbank offered rate] 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 consolidated statements of comprehensive income during the year ended March 31, [removed: 2020.][added: 2021 due to no outstanding balances under our revolving credit facilities.]

Refer to Note 6, “Revolving Credit Facilities and Mortgage Payable,” of our consolidated financial statements [removed: included] in Part IV within this Annual Report for further information on our revolving credit facilities.

Most of our sheepskin is purchased from two tanneries in China, which is sourced primarily from Australia and the United Kingdom.

Refer to the section titled “Contractual Obligations” above within Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Note 7, “Leases and Other Commitments,” of our consolidated financial statements in Part IV within this Annual Report for further information on our minimum commodity purchase commitments.

We presently rely on two tanneries to provide most of our sheepskin.

We believe that our products are distinctive and appeal [removed: broadly] to [removed: women, men, and children.][added: a broad demographic.]

We sell our products through quality domestic and international retailers, international distributors, and directly to our [added: global] consumers [removed: both domestically and internationally] through our [removed: DTC] [added: Direct-to-Consumer (DTC)] business, which is comprised of our [removed: retail stores and] e-commerce [removed: websites.][added: websites and retail stores.]

All of our products are [removed: currently] manufactured by independent manufacturers.

COVID-19 Global Pandemic. [removed: During early calendar] [added: Throughout fiscal] year [removed: 2020,] [added: 2021,] the COVID-19 pandemic (referred to herein as [removed: COVID-19 or] the [removed: COVID-19] pandemic) spread globally, [removed: including throughout the geographic] [added: impacting] regions in which we operate our business, and [removed: where] [added: in which] our wholesale customers, retail stores, manufacturers, and suppliers are located.

[removed: We have experienced a number of material impacts resulting from the COVID-19 pandemic during the fiscal quarter ended March 31, 2020 and subsequent to our fiscal year end, and] [added: However, we] have taken certain precautionary measures intended to help minimize [removed: the] risk to our business, employees, customers, [added: consumers, partners, suppliers,] and the communities in which we operate, including the following:

[removed: | • | All] [added: - Many] of our [removed: Company-owned and operated] [added: Company-owned-and-operated] stores, and [removed: nearly all] [added: we believe that many] of the retail stores of our wholesale customers and retail partners, were closed [removed: during a portion of our fourth fiscal quarter and largely remain closed during the first part of our first] [added: at various times throughout] fiscal [removed: quarter ending June 30, 2020. |][added: year 2021.]

[removed: | • | Our global e-commerce business, including both our owned websites as well as the online presence of our wholesale customers, has remained substantially operational throughout the COVID-19 pandemic,] [added: This trend,] which has been [removed: positively impacted] [added: exacerbated] by [removed: customers migrating to online shopping and] [added: the impacts of the pandemic,] has mitigated [removed: some of] the negative pressure we are experiencing within our wholesale and retail store businesses. [removed: |]

Refer to Part I, Item 1A, “Risk Factors,” and Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report for further information on the [added: associated risks and] impacts [removed: to] [added: on] our business and results of [removed: operations and associated risks and uncertainties.][added: operations.]

We [removed: currently] market our products primarily under five [removed: propriety] [added: proprietary] brands, [removed: composed] [added: which consist] of our four primary brands and our other brands, which [removed: currently] consist [added: primarily] of the Koolaburra by UGG [removed: brand, as well as other discontinued brands during the periods presented (collectively, Other brands).][added: brand.]

[removed: Collectively, our] [added: Our] brands compete across the fashion and casual lifestyle, performance, running and outdoor markets.

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 [removed: women, men, and children.][added: a broad demographic.]

We intend to continue diversifying the UGG brand to drive year-round product sales, including through expansion of [removed: women’s] [added: Women’s] spring and summer footwear, [removed: men’s] [added: Men’s] products, [added: and] apparel, home goods, and accessories.

The UGG brand is sold [removed: both domestically and internationally in key markets] [added: globally,] including [added: in] the United States (US), [added: Canada,] Europe, Asia-Pacific, [removed: Canada] and Latin America.

Originally designed for ultra-runners, the brand now appeals to [removed: athletes around the world, regardless of activity.][added: world champions, taste makers, and everyday athletes.]

We continue to build product extensions in [removed: trail] [added: trail, fitness,] and [removed: fitness.][added: lifestyle.]

The HOKA brand is sold [removed: both domestically and internationally in key markets,] [added: globally,] including [added: in] the US, Canada, Europe, [added: Asia-Pacific,] and [removed: Asia-Pacific.][added: Latin America.]

Sanuk. The Sanuk brand originated in Southern California surf culture and has [removed: emerged] [added: manifested] into a lifestyle brand with a presence in the relaxed casual shoe and sandal [removed: categories.][added: categories, focusing on innovations in comfort and sustainability.]

Other Brands. Other brands [removed: currently] consist [added: primarily] of the Koolaburra by UGG [removed: brand and a discontinued brand during the prior period presented.][added: brand.]

In addition to our wholesale channel, we [removed: also] sell products directly to consumers through our DTC [removed: business.][added: business and fulfill online orders through our retail stores.]

[removed: Currently, our] [added: Our] sales force is [removed: typically] separated by brand, as each brand generally has certain specialty [removed: consumers] [added: customers] that expect a dedicated sales team with specialized knowledge of [removed: our brands’] [added: the brand’s] product offerings.

However, there is some overlap between the sales teams and customers, and we have aligned our brands’ sales forces to position them for the future success of [removed: each] [added: all] of our brands.

We [added: currently] distribute products sold in the US through our [removed: distribution center] [added: DC] in Moreno Valley, California, as well as through a [removed: third-party logistics provider (3PL)] [added: 3PL] in Pennsylvania.

Our [removed: distribution center] [added: DC] features a warehouse management system that enables us to efficiently pick and pack products for direct shipment to customers.

Refer to Part I, Item 2, “Properties,” and Note 7, “Leases and Other Commitments,” of our consolidated financial statements in Part IV within this Annual Report for further [removed: disclosure] [added: information on our properties] and [removed: discussion.][added: related minimum lease and other commitments.]

International Distribution. Internationally, in our wholesale channel, we distribute our products through independent distributors and [removed: wholly-owned] [added: wholly owned] subsidiaries in many regions and countries, including [added: Canada,] Europe, Asia-Pacific, [added: and] Latin America, [removed: and Canada,] among others.

We also sell products internationally, particularly in China, through partner retail stores, which are branded stores that are [removed: wholly-owned] [added: wholly owned] and operated by third parties.

For our wholesale and DTC businesses, we distribute our products through a number of [removed: distribution centers] [added: DCs] managed by 3PLs in certain international locations.

UGG Wholesale. We sell our UGG brand products primarily through [added: lifestyle and sport retailers such as Foot Locker and Journeys, fashion lifestyle retailers such as Urban Outfitters and ASOS,] domestic higher-end department stores such as Nordstrom, Dillard’s, and Macy’s, as well as [removed: lifestyle retailers such as Journeys, and] online retailers such as Amazon.com, Zappos.com, and Zalando.com.

HOKA Wholesale. We sell select HOKA brand footwear primarily through full-service domestic specialty retailers and select online retailers, including Fleet Feet, Road Runner Sports, [removed: Running Specialty Group,] [added: JackRabbit,] REI, Zappos.com, [removed: and] [added: DICK’s Sporting Goods,] Running [removed: Warehouse.][added: Warehouse, and Nordstrom.]

We [removed: expect] [added: continue] to expand our HOKA brand wholesale distribution [removed: into] [added: in] international markets, including through strategic partners such as Intersport and Sport 2000 in Europe and Xebio Group [added: and Himaraya] in Japan.

Teva Wholesale. We sell our Teva brand footwear primarily through specialty outdoor retailers, sporting goods and department stores, including [added: DSW,] REI, Famous Footwear, [removed: DSW,] [added: Nordstrom,] Urban Outfitters, [removed: Free People,] [added: DICK’s Sporting Goods, United Arrows, ABC Mart, Aeon Sports,] and online retailers such as Amazon.com and Zappos.com.

Sanuk Wholesale. We sell our Sanuk brand footwear primarily through domestic independent action sports and outdoor specialty footwear retailers, larger national retail chains, [removed: and online retailers,] including Journeys, Dillard’s, DSW, REI, and online retailers such as Amazon.com and Zappos.com.

Direct-to-Consumer. Our DTC business is comprised of our [removed: retail stores and] e-commerce [removed: websites.][added: business, which we operate through various websites and platforms, and retail stores.]

Our [added: websites and] retail stores [removed: and websites] are largely intertwined and interdependent.

Our retail stores enable us to expose consumers to a [removed: greater] [added: more curated] selection of products, directly impact our consumers’ experience with our brands, and sell our products at retail prices thereby generating larger gross margins.

As of March 31, [removed: 2020,] [added: 2021,] we [added: operated our e-commerce business through Company-owned websites and mobile platforms in 58 different countries, and] had a total of [removed: 145] [added: 140] global retail stores, which includes [removed: 76] [added: 71] concept stores and 69 outlet [removed: stores, and operated our e-commerce business through an aggregate of 28 Company-owned websites and mobile platforms in ten different countries.][added: stores.]

Refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report for further [removed: information on] [added: disclosure and discussion of] our DTC business.

We require our independent manufacturers and designated [removed: suppliers] [added: suppliers, including our partners and licensees,] to adopt our Ethical Supply Chain Supplier Code of Conduct, which specifies that they comply with all local laws and regulations governing human rights, working conditions, [added: anti-corruption laws, restricted substances, conflict minerals, animal welfare,] and environmental compliance before we are willing to conduct business with them.

Production by our independent manufacturers is performed in accordance with our detailed product specifications and rigorous quality control [added: and operating compliance] standards.

We believe our strong regional presence enhances our manufacturing processes by providing predictability of material [removed: availability,] [added: availability and ensuring] compliance with laws and regulations, and adherence to quality control standards and final design specifications.

As of the date of this Annual Report, there continue to be widespread concerns about the ongoing impacts and disruptions caused by the pandemic, including the potential for additional increases in the number of positive COVID-19 cases in various geographic regions, and governmental orders and restrictions implemented to control further spread of the disease.

We experienced a number of material impacts resulting from the pandemic during the year ended March 31, 2021, and the overall impact of the pandemic on our business continues to be uncertain and subject to change.

- Our global e-commerce business, including our Company-owned websites and the online presence of our wholesale customers, remained substantially operational throughout fiscal year 2021, and we observed strong demand for all of our brands within our e-commerce business.

Our e-commerce business has been positively impacted by consumers migrating to online shopping.

- Our warehouse and distribution center (DC), as well as our global third-party logistics providers (3PLs) and third-party carriers, are operating at reduced capacity.

We are experiencing certain operational and logistical challenges as a result of these limited and modified operations, including challenges associated with shipping higher quantities of products through our e-commerce business compared to prior periods.

- We experienced certain capacity constraints within our sourcing network, which includes material vendors and third-party manufacturers during fiscal year 2021, primarily as a result of the pandemic.

While we have mitigated the effects of these disruptions, it is possible we will experience additional disruptions to our supply chain.

Teva. The Teva brand was born in the Grand Canyon and for decades has served as a trusted companion for outdoor adventure seekers around the world.

Today, Teva builds upon sport sandal leadership, authentic outdoor heritage, and a commitment to sustainability to drive growth through category expansion and a young, diverse, and adventurous consumer.

The Teva brand is sold globally, including in the US, Canada, Europe, Asia-Pacific, and Latin America.

The Sanuk brand is primarily sold in the US.

Our Other brands are primarily sold in North America.

Further, we intend to expand our distribution facilities, and we are in the early stages of opening a new US DC located in Mooresville, Indiana.

For example, as the UGG brand continues to amplify its audience with younger consumers, our distribution to these consumers is expanding faster through our lifestyle and sport retailers, which is reducing our dependence on department stores.

We have observed a meaningful shift in the way consumers shop for products and make purchasing decisions, evidenced by decreases in consumer retail store activity as consumers accelerate their migration to online shopping.

We have optimized our digital marketing strategy to capitalize on these trends, which has accelerated global online consumer acquisition and retention rates.

Although we continue to see consumers migrate to online shopping, our sales channels interact with each other and largely overlap to provide a fluid purchasing experience, which engenders brand loyalty while increasing product sales and improving our inventory productivity, Further, our domestic and international consumer loyalty programs allow our consumers to earn points and awards across the DTC business, which has contributed to higher brand demand.

We continue to open outlet stores in key markets to further grow our brand presence and appeal to a broader consumer base.

We also have several UGG brand flagship stores, which are lead concept stores in key markets designed to showcase the UGG brand products, and we continue to launch flagship stores in prominent locations.

For example, in November 2020 we opened a flagship store in New York City, which highlights the expansive collection of the brand’s product offerings while showcasing the breadth and depth of UGG as a lifestyle brand.

We anticipate opening a curated fleet of flagship stores in future periods to continue interacting with our consumers and enhancing brand loyalty.

Our systems and processes are designed to improve our product forecasting, inventory control and supply chain management capabilities and we are making investments in a new end-to-end planning system to further support our scaling business, including our e-commerce business.

Refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report under the sections entitled “Liquidity” and “Contractual Obligations” for further information on our working capital and operating requirements as well as our purchase obligations for product.

Culture. Our purpose is to positively impact the world by uniting purposeful brands with diverse people driven to succeed and create change.

Our five key values, which guide our journey onward together, help hold us accountable to deliver on this purpose:

- *Come as you are.*

- *Better together.*

- *Commit to create.*

- *Own it.*

- *Do good and do great.*

Our values define our Company and serve as the driving force behind how we work together and with our customers, our consumers, our partners, our suppliers, and our communities.

We also have detailed ethics and compliance policies that instill a commitment to ethical behavior and legal compliance across our Company.

Through our open-door policy and culture, employees are encouraged to approach their managers if they believe violations of standards or policies have occurred, and are also able to make confidential and anonymous reports using an online or telephone hotline hosted by an independent third-party provider.

Encouraging Diversity. We prioritize diversity, equity, and inclusion (DEI) and believe that it is critical to creating an organization where all employees can come as they are.

We believe that the inclusion of underrepresented perspectives develops better outcomes and policies, and a diverse pool of leaders brings a unique set of experiences, opinions, and thoughts on critical issues that help enhance our business.

To that end, we have added five new directors to our Board of Directors since 2018, two of whom are female, and four of whom are from underrepresented communities.

Our Board of Directors is now comprised of a total of ten directors, four of whom are female, and six of whom are from underrepresented communities.

Our Code of Ethics, on which we train our employees bi-annually, as well as our annual Corporate Responsibility Report, codifies these values and our commitment to DEI.

We have a robust collection of programs designed to support initiatives to create a more inclusive workplace, as well as policies and practices aimed at increasing diversity.

Deckers Outdoor Corporation was incorporated in 1975 under the laws of the State of California and, in 1993, reincorporated under the laws of the State of Delaware.

In response to the pandemic, many federal, state, local, and foreign governments have put in place, and others in the future may put in place, travel restrictions, “shelter-in-place” orders, and similar government orders and restrictions in an attempt to control the spread and mitigate the impact of the disease.

Such restrictions or orders have resulted in the mandatory closure of “non-essential” businesses (including retail stores), increased unemployment rates, “social distancing” restrictions, reduced tourist activity, work-from-home policies, and other changes that have led to significant disruptions to businesses and global financial markets.

The overall impact of the pandemic on our business and future results of operations is highly uncertain and subject to change, and we are not able to accurately predict the magnitude or scope of such impacts at this time.

| | |

| --- | --- |

| • | We experienced a brief period of disruption at our Moreno Valley, California, distribution center and, while operations have since returned, we are experiencing certain operational and logistical challenges |

as a result of limited and modified operations resulting from safety protocols and increased social distancing measures.

| • | We experienced certain disruptions to sourcing with our third-party manufacturers and, while these disruptions have been mitigated, it is possible there will be disruptions in the future. |

| • | We have implemented a number of temporary measures to reduce operating expenses and mitigate the adverse impact the pandemic may have on our business and operations. |

| • | As of March 31, 2020, we had $649,436 in cash and cash equivalents and $469,473 available borrowings under our revolving credit facilities, providing a liquidity position of over $1,000,000. |

| • | We are temporarily pausing repurchases under our stock repurchase programs due to the disruption and uncertainty caused by the COVID-19 pandemic and our focus on liquidity and cash management. |

Refer to Part II, Item 5, “Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” for further information on our stock repurchase programs.

Teva. The Teva brand, which pioneered the sport sandal category, is born from the outdoors and rooted in adventure.

The Teva brand is a global leader within the sport sandal and modern outdoor lifestyle categories by fueling the expression of freedom.

We completed the closure of our former distribution center in Camarillo, California during fiscal year 2020 and moved all of our Camarillo distribution operations to our Moreno Valley location.

Some examples that demonstrate the extent to which the sales channels are combined, which are collectively designed to engender brand loyalty while increasing product sales and improving our inventory productivity, include the following:

| • | “UGG Rewards”: We have implemented a consumer loyalty program under which points and awards are earned across the DTC business. |

| • | “Infinite UGG”: We provide online shopping access inside retail stores for all SKUs available on our e-commerce websites. |

| • | “Ship from Store”: Inventory that is available in our stores but out of stock online can be shipped from our stores. We expect future advancements in this capability will use algorithms to select the optimal fulfillment source. |

| • | “UGG Closet”: A limited e-commerce outlet channel that offers an online portal designed to provide an efficient way to close out inventory through direct sales to consumers. |

| • | “Buy Online / Return in-Store”: Our consumers can buy online and return products to our retail stores. |

| • | “Click and Collect”: Our consumers can buy online and have products delivered to certain retail stores for pick-up. |

| • | “Retail Inventory Online”: Our consumers can view specific store location inventory online before visiting the store. |

However, we do have long-standing relationships with most of these independent manufacturers, and we may not be able to identify substitute alternative manufacturers to satisfy our desire for such flexibility.

We also require our manufacturing partners and licensees to comply with our Restricted Substances Policy, Anti-Corruption Policy, Conflict Minerals Policy and Ethical Sourcing and Animal Welfare Policy, as well as other compliance policies and procedures, as a condition to conducting business with us.

In addition, we have instituted pre-production, in-line, and post-production inspections to meet or exceed our product

quality requirements, as well as the expectations of our consumers.

Our quality assurance program includes our own employee on-site inspectors at our independent manufacturers, who oversee the production process and perform quality assurance inspections.

We also routinely inspect our products upon arrival at our distribution centers.

As part of our operating profit improvement plan, we implemented systems and processes designed to improve our product forecasting, inventory control and supply chain management capabilities.

Backlog

We have historically defined backlog as unfilled customer orders from our wholesale customers and distributors as of any particular date, which represent orders expected to be shipped at a future date, some of which are subject to cancellation prior to shipment.

Our calculation of backlog also includes bulk orders, which generally comprise larger volume orders from significant customer accounts.

These types of orders typically have terms that allow customers to vary the location and timing of shipments.

We believe backlog is an imprecise indicator of our actual product shipments

and future results of operations and is not material to an overall understanding of our business, especially given that backlog excludes sales within our DTC segment, as well as in-season orders.

The backlog as of a particular date is affected by a number of factors, including seasonality, the timing of customer orders, and the timing of product shipments.

As of March 31, 2020, our backlog was $1,022,900, which represents a 4.6% annual increase over our backlog as of March 31, 2019.

Subsequent to March 31, 2020, we have experienced some cancellations related to COVID-19 disruptions, and as a result, as of May 14, 2020, our backlog has declined to be roughly flat compared to the prior period.

Furthermore, we are aware of many instances throughout the world in which a third-party is using our UGG [added: brand] trademarks within its internet domain name, and we have discovered and are investigating several manufacturers and distributors of counterfeit UGG brand products.

On March 28, 2016, we filed a lawsuit alleging trademark infringement, patent infringement, unfair competition and [removed: violation of] deceptive trade practices in the US District Court for the Northern District of Illinois Eastern Division [added: (District Court)] against Australian Leather.

While we believe [removed: there is] [added: that any potential challenge would have] no [removed: legal basis for liability,] [added: merit,] a judgment invalidating the UGG brand trademark would have a material adverse effect on our business.

On May 10, 2019, a jury [removed: ruled] [added: returned a ruling] in our favor in our lawsuit against Australian Leather.

Although we are subject to legal proceedings and other disputes from time to time in the ordinary course of business, including employment, intellectual property, and product liability claims, we believe the outcome of all pending legal proceedings and other disputes in the aggregate will not have a material adverse effect on our business, results of operations, financial condition, or [removed: cash flows.][added: liquidity.]

On September 13, 2018, the District Court granted summary judgment that dismissed most of Australian Leather’s defenses and counterclaims.

The remaining claims and defenses went to trial in May 2019.

The District Court entered judgments upholding the UGG trademark on February 6 and June 8, 2020.

On August 12, 2020, Australian Leather filed an appeal to the US Court of Appeals for the Federal Circuit challenging the District Court’s dismissal of its affirmative defenses and counterclaims that the UGG brand trademark is invalid and unenforceable.

The Court of Appeals heard oral arguments from the parties on May 5, 2021 and, on May 7, 2021, affirmed the District Court’s ruling dismissing Australian Leather’s affirmative defenses and counterclaims and upholding the UGG brand trademark.

It is unknown whether Australian Leather will challenge the decision of the Court of Appeals.

On December 19, 2019, the court denied Australian Leather’s affirmative defenses.

Although final judgment was entered February 6, 2020, the court's rulings are subject to appeal.

References within this Annual Report to “Deckers,” “we,” “our,” “us,” or the “Company” refer to Deckers Outdoor Corporation, together with its consolidated subsidiaries.

UGG® (UGG), HOKA One One® (HOKA), Teva® (Teva), Sanuk® (Sanuk), Koolaburra® (Koolaburra), and UGGpure® (UGGpure) are some of our trademarks.

Other trademarks or trade names appearing elsewhere in this Annual Report are the property of their respective owners.

Solely for convenience, the trademarks and trade names within this Annual Report are referred to without the ® and™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

Certain reclassifications were made for all prior periods presented including the fiscal years ended March 31, 2019, 2018, 2017, and 2016, to conform to the current period presentation.

Unless otherwise specifically indicated, all dollar amounts in Items 5, 6, 7, and 7A herein are expressed in thousands, except for per share data.

The defined periods for the fiscal years ended March 31, 2020, 2019, and 2018 are stated herein as “year ended” or “years ended.”

[removed: FORM 10-K][added: FORM 10-K]

| (Mark One) | | [added: | | | |]

| ☒ | [added: | |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]

For the Fiscal Year [removed: Ended March] [added: Ended March] 31, [removed: 2020][added: 2021]

| ☐ | [added: | |] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]

DECKERS OUTDOOR [removed: CORPORATION][added: CORPORATION]

| Delaware | [added: | |] 95-3015862 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (I.R.S. Employer Identification No.) | [added: | |]

250 Coromar [removed: Drive, Goleta, California 93117][added: Drive, Goleta, California 93117]

[removed: (805) 967-7611][added: (805) 967-7611]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, par value $0.01 per share | [added: | |] DECK | [added: | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | [added: | |] ☒ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | | [added: | | | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

At September 30, [removed: 2019,] [added: 2020,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting stock held by the non-affiliates of the registrant was approximately [removed: $4,102,074,000,] [added: $6,159,309,976,] based on the number of shares held by non-affiliates of the registrant as of that date, and the last reported sale price of the registrant’s common stock on the New York Stock Exchange on that date, which was [removed: $147.36.][added: $220.01.]

As of the close of business on May [removed: 14, 2020,] [added: 13, 2021,] the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was [removed: 27,999,468.][added: 27,813,023.]

Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s [removed: 2020] [added: 2021] annual meeting of stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III within this Annual Report on Form 10-K.

| | | [added: | | | |] Page | [added: | |]

| [Item [removed: 1.](#s0C820F74FB335FFA8D0560959FE87BDB)] [added: 1.](#ie3667e1f233c4dab8702b6f3cedc17da_16)] | [removed: [Business](#s0C820F74FB335FFA8D0560959FE87BDB)] | [removed: [3](#s0C820F74FB335FFA8D0560959FE87BDB)] | [added: [Business](#ie3667e1f233c4dab8702b6f3cedc17da_16) | | | [3](#ie3667e1f233c4dab8702b6f3cedc17da_16) | | |]

| [Item [removed: 1A.](#s9D0D1F0923C95247A573B3F9DC211A1A)] [added: 1A.](#ie3667e1f233c4dab8702b6f3cedc17da_19)] | [added: | |] [Risk [removed: Factors](#s9D0D1F0923C95247A573B3F9DC211A1A)] [added: Factors](#ie3667e1f233c4dab8702b6f3cedc17da_19)] | [removed: [11](#s9D0D1F0923C95247A573B3F9DC211A1A)] | [added: | [13](#ie3667e1f233c4dab8702b6f3cedc17da_19) | | |]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

For the Fiscal Year Ended March 31, 2021

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [Cautionary Note Regarding Forward-Looking Statements](#ie3667e1f233c4dab8702b6f3cedc17da_10) | | | [2](#ie3667e1f233c4dab8702b6f3cedc17da_10) | | |

| | | | | | | | | |

| | | | [PART I](#ie3667e1f233c4dab8702b6f3cedc17da_13) | | | | | |

| | |

| --- | --- |

| | | |

| --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| | [PART I](#s1A2437EA699A52D79BBDFE8466B096FD) | |

| [Item [removed: 2.](#sd8bd63ed3f6548e2be495604ff9293d3)] [added: 2.](#ie3667e1f233c4dab8702b6f3cedc17da_22)] | [removed: [Properties](#sd8bd63ed3f6548e2be495604ff9293d3)] | [removed: [31](#sd8bd63ed3f6548e2be495604ff9293d3)] | [added: [Properties](#ie3667e1f233c4dab8702b6f3cedc17da_22) | | | [28](#ie3667e1f233c4dab8702b6f3cedc17da_22) | | |]

| [Item [removed: 3.](#s54D22616DC6F5B1186A073DE17600B96)] [added: 3.](#ie3667e1f233c4dab8702b6f3cedc17da_25)] | [added: | |] [Legal [removed: Proceedings](#s54D22616DC6F5B1186A073DE17600B96)] [added: Proceedings](#ie3667e1f233c4dab8702b6f3cedc17da_25)] | [removed: [32](#s54D22616DC6F5B1186A073DE17600B96)] | [added: | [29](#ie3667e1f233c4dab8702b6f3cedc17da_25) | | |]

| [Item [removed: 5.](#s327A885F31FB58D7957A7D6D40FFCFD6)] [added: 5.](#ie3667e1f233c4dab8702b6f3cedc17da_31)] | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s327A885F31FB58D7957A7D6D40FFCFD6)] [added: Securities](#ie3667e1f233c4dab8702b6f3cedc17da_31)] | [removed: [33](#s327A885F31FB58D7957A7D6D40FFCFD6)] | [added: | [30](#ie3667e1f233c4dab8702b6f3cedc17da_31) | | |]

| | | | [PART II](#ie3667e1f233c4dab8702b6f3cedc17da_28) | | | | | |

| | [PART II](#s5AC68A8C5BF2570DBCBB0F67B781766D) | |

| [Item 6.](#sD367FDBB78AC50E0BFFFD6E1C58B0507) | [Selected Financial Data](#sD367FDBB78AC50E0BFFFD6E1C58B0507) | [35](#sD367FDBB78AC50E0BFFFD6E1C58B0507) |

| [Item 7.](#s4F966DDFE37753E9894E8A70C3E08A7B) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#s4F966DDFE37753E9894E8A70C3E08A7B) | [35](#s4F966DDFE37753E9894E8A70C3E08A7B) |

| [Item 7A.](#s5C5C28A4FB245EB0A42BBC8C42F8E9BD) | [Quantitative and Qualitative Disclosures about Market Risk](#s5C5C28A4FB245EB0A42BBC8C42F8E9BD) | [55](#s5C5C28A4FB245EB0A42BBC8C42F8E9BD) |

| [Item 8.](#s71B4C2BB05F750FDBCF4B30B9117D309) | [Financial Statements and Supplementary Data](#s71B4C2BB05F750FDBCF4B30B9117D309) | [56](#s71B4C2BB05F750FDBCF4B30B9117D309) |

| [Item 7.](#ie3667e1f233c4dab8702b6f3cedc17da_37) | | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#ie3667e1f233c4dab8702b6f3cedc17da_37) | | | [32](#ie3667e1f233c4dab8702b6f3cedc17da_37) | | |

| [Item 7A.](#ie3667e1f233c4dab8702b6f3cedc17da_64) | | | [Quantitative and Qualitative Disclosures about Market Risk](#ie3667e1f233c4dab8702b6f3cedc17da_64) | | | [50](#ie3667e1f233c4dab8702b6f3cedc17da_64) | | |

| [Item 8.](#ie3667e1f233c4dab8702b6f3cedc17da_67) | | | [Financial Statements and Supplementary Data](#ie3667e1f233c4dab8702b6f3cedc17da_67) | | | [51](#ie3667e1f233c4dab8702b6f3cedc17da_67) | | |

The following tables present our selected consolidated financial data and should be read in conjunction with Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Part IV, Item 15, “Exhibits and Financial Statement Schedule,” within this Annual Report.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Years Ended March 31, | | | | | | | | | | | | | | | | | | |

| | 2020 | | | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | |

| Statements of Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | | | | | | | | | | | | | | |

| UGG brand wholesale | $ | 892,990 | | | $ | 888,347 | | | $ | 841,893 | | | $ | 826,355 | | | $ | 918,102 | |

| HOKA brand wholesale | 277,097 | | | | 185,057 | | | | 132,688 | | | | 93,064 | | | | 74,937 | | |

| Teva brand wholesale | 119,108 | | | | 119,390 | | | | 117,478 | | | | 103,694 | | | | 143,280 | | |

| Sanuk brand wholesale | 39,463 | | | | 69,791 | | | | 78,283 | | | | 77,552 | | | | 90,719 | | |

| Other brands wholesale | 67,175 | | | | 42,818 | | | | 17,273 | | | | 23,142 | | | | 3,842 | | |

| Direct-to-Consumer | 736,856 | | | | 715,034 | | | | 715,724 | | | | 666,340 | | | | 644,317 | | |

| Total net sales | 2,132,689 | | | | 2,020,437 | | | | 1,903,339 | | | | 1,790,147 | | | | 1,875,197 | | |

| Cost of sales | 1,029,016 | | | | 980,187 | | | | 971,697 | | | | 954,912 | | | | 1,028,529 | | |

| Gross profit | 1,103,673 | | | | 1,040,250 | | | | 931,642 | | | | 835,235 | | | | 846,668 | | |

| Selling, general and administrative expenses | 765,538 | | | | 712,930 | | | | 709,058 | | | | 837,154 | | | | 684,541 | | |

| Income (loss) from operations | 338,135 | | | | 327,320 | | | | 222,584 | | | | (1,919 | | ) | | 162,127 | | |

| Other (income) expense, net | (2,731 | | ) | | (1,614 | | ) | | 1,888 | | | | 5,067 | | | | 5,242 | | |

| Income (loss) before income taxes | 340,866 | | | | 328,934 | | | | 220,696 | | | | (6,986 | | ) | | 156,885 | | |

| Income tax expense (benefit) | 64,724 | | | | 64,626 | | | | 106,302 | | | | (12,696 | | ) | | 34,620 | | |

| Net income | 276,142 | | | | 264,308 | | | | 114,394 | | | | 5,710 | | | | 122,265 | | |

| Total other comprehensive (loss) income | (2,905 | | ) | | (9,671 | | ) | | 13,468 | | | | (5,894 | | ) | | (89 | | ) |

| Comprehensive income (loss) | $ | 273,237 | | | $ | 254,637 | | | $ | 127,862 | | | $ | (184 | ) | | $ | 122,176 | |

| Net income per share | | | | | | | | | | | | | | | | | | | |

| Basic | $ | 9.73 | | | $ | 8.92 | | | $ | 3.60 | | | $ | 0.18 | | | $ | 3.76 | |

| Diluted | $ | 9.62 | | | $ | 8.84 | | | $ | 3.58 | | | $ | 0.18 | | | $ | 3.70 | |

| Weighted-average common shares outstanding | | | | | | | | | | | | | | | | | | | |

| Basic | 28,385 | | | | 29,641 | | | | 31,758 | | | | 32,000 | | | | 32,556 | | |

| Diluted | 28,694 | | | | 29,903 | | | | 31,996 | | | | 32,355 | | | | 33,039 | | |

| | As of March 31, | | | | | | | | | | | | | | | | | | |

| Balance Sheets | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | $ | 649,436 | | | $ | 589,692 | | | $ | 429,970 | | | $ | 291,764 | | | $ | 245,956 | |

| Working capital | 893,165 | | | | 844,881 | | | | 721,524 | | | | 661,770 | | | | 547,267 | | |

| Total assets | 1,765,118 | | | | 1,427,206 | | | | 1,264,379 | | | | 1,191,780 | | | | 1,278,068 | | |

| Long-term liabilities | 324,052 | | | | 131,552 | | | | 134,434 | | | | 78,474 | | | | 72,099 | | |

| Stockholders' equity | 1,140,120 | | | | 1,045,130 | | | | 940,779 | | | | 954,255 | | | | 967,471 | | |

| [Item [removed: 9A.](#sD061B62CB83952EF94E84B3A4C68680D)] [added: 9A.](#ie3667e1f233c4dab8702b6f3cedc17da_70)] | [added: | |] [Controls and [removed: Procedures](#sD061B62CB83952EF94E84B3A4C68680D)] [added: Procedures](#ie3667e1f233c4dab8702b6f3cedc17da_70)] | [removed: [56](#sD061B62CB83952EF94E84B3A4C68680D)] | [added: | [51](#ie3667e1f233c4dab8702b6f3cedc17da_70) | | |]

| | [removed: [PART III](#s3FCCBB0B096454CFAE333B0848C050A0)] | | [added: [PART III](#ie3667e1f233c4dab8702b6f3cedc17da_73) | | | | | |]

| [Item [removed: 10.](#s3BE659BC1E005A209148C02C34BB1150)] [added: 10.](#ie3667e1f233c4dab8702b6f3cedc17da_76)] | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s3BE659BC1E005A209148C02C34BB1150)] [added: Governance](#ie3667e1f233c4dab8702b6f3cedc17da_76)] | [removed: [58](#s3BE659BC1E005A209148C02C34BB1150)] | [added: | [53](#ie3667e1f233c4dab8702b6f3cedc17da_76) | | |]

| [Item [removed: 11.](#sAD7ACC3CC8355B7F963538D16EB25077)] [added: 11.](#ie3667e1f233c4dab8702b6f3cedc17da_79)] | [added: | |] [Executive [removed: Compensation](#sAD7ACC3CC8355B7F963538D16EB25077)] [added: Compensation](#ie3667e1f233c4dab8702b6f3cedc17da_79)] | [removed: [58](#sAD7ACC3CC8355B7F963538D16EB25077)] | [added: | [53](#ie3667e1f233c4dab8702b6f3cedc17da_79) | | |]

| [Item [removed: 12.](#sAE7C3CC6DD0F5F3CA92EEF498470E5CD)] [added: 12.](#ie3667e1f233c4dab8702b6f3cedc17da_82)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sAE7C3CC6DD0F5F3CA92EEF498470E5CD)] [added: Matters](#ie3667e1f233c4dab8702b6f3cedc17da_82)] | [removed: [58](#sAE7C3CC6DD0F5F3CA92EEF498470E5CD)] | [added: | [53](#ie3667e1f233c4dab8702b6f3cedc17da_82) | | |]

| [Item [removed: 13.](#sD19A2074AE3A5CB2A6E84764B53C4401)] [added: 13.](#ie3667e1f233c4dab8702b6f3cedc17da_85)] | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#sD19A2074AE3A5CB2A6E84764B53C4401)] [added: Independence](#ie3667e1f233c4dab8702b6f3cedc17da_85)] | [removed: [58](#sD19A2074AE3A5CB2A6E84764B53C4401)] | [added: | [53](#ie3667e1f233c4dab8702b6f3cedc17da_85) | | |]

| [Item [removed: 14.](#s79E761C0BB1452C4B5F0752A6FEE599A)] [added: 14.](#ie3667e1f233c4dab8702b6f3cedc17da_88)] | [added: | |] [Principal Accounting Fees and [removed: Services](#s79E761C0BB1452C4B5F0752A6FEE599A)] [added: Services](#ie3667e1f233c4dab8702b6f3cedc17da_88)] | [removed: [58](#s79E761C0BB1452C4B5F0752A6FEE599A)] | [added: | [53](#ie3667e1f233c4dab8702b6f3cedc17da_88) | | |]

| [Item [removed: 15.](#s0E060E915A3B5AFBBA331715AEF84161)] [added: 15.](#ie3667e1f233c4dab8702b6f3cedc17da_94)] | [added: | |] [Exhibits and Financial Statement [removed: Schedule](#s0E060E915A3B5AFBBA331715AEF84161)] [added: Schedule](#ie3667e1f233c4dab8702b6f3cedc17da_94)] | [removed: [60](#s0E060E915A3B5AFBBA331715AEF84161)] | [added: | [54](#ie3667e1f233c4dab8702b6f3cedc17da_94) | | |]

| | [added: | |] [Index to Consolidated Financial Statements and Financial Statement [removed: Schedule](#sDFAD36E1D5315A08B10899227CAFDD10)] [added: Schedule](#ie3667e1f233c4dab8702b6f3cedc17da_100)] | [removed: [F-1](#sDFAD36E1D5315A08B10899227CAFDD10)] | [added: | F-[1](#ie3667e1f233c4dab8702b6f3cedc17da_100) | | |]

| | | | [PART IV](#ie3667e1f233c4dab8702b6f3cedc17da_91) | | | | | |

| | | | [Signatures](#ie3667e1f233c4dab8702b6f3cedc17da_97) | | | [56](#ie3667e1f233c4dab8702b6f3cedc17da_97) | | |

| | [PART IV](#s276E516EBDF453B69B9C71842031AF80) | |

| | [Signatures](#s4A83D592CAEB59348CE7453F5DC97643) | [63](#s4A83D592CAEB59348CE7453F5DC97643) |

| *Not applicable. | | | [added: | | | | | |]

This Annual Report on Form 10-K for our fiscal year ended March 31, [removed: 2020] [added: 2021] (Annual Report), and the information and documents incorporated by reference [removed: into] [added: within] this Annual 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.

Forward-looking statements include all statements other than statements of historical fact contained in, or incorporated by reference [removed: into,] [added: within,] this Annual Report.

Specifically, this Annual Report, and the information and documents incorporated by reference [removed: into] [added: within] this Annual Report, [removed: contain] [added: contains] forward-looking statements relating to, among other things:

[removed: | • |] [added: -] the impacts of the COVID-19 global pandemic on our [removed: operations,] business, [removed: sales,] [added: financial condition, results of operations] and [added: liquidity, and the business, financial condition,] results of operations [removed: worldwide; |][added: and liquidity of our customers, suppliers, and business partners;]

[removed: | • |] [added: -] our business, operating, investing, capital allocation, marketing, and financing [added: plans and] strategies; [removed: |]

[removed: | • | the expansion of our brands and product offerings, and] [added: -] changes to the geographic and seasonal mix of our [added: brands and] products; [removed: |]

[removed: | • |] [added: -] changes to our product distribution strategies, including the implementation of our product allocation and segmentation [removed: strategies and our decision to exit the warehouse channel for the Sanuk brand; |][added: strategies;]

[removed: | • |] [added: -] changes in consumer [removed: tastes and] preferences [removed: to] [added: impacting] our brands and products, and the [added: footwear and] fashion [removed: industry; |][added: industries;]

[removed: | • |] [added: -] trends impacting the purchasing behavior of wholesale customers and retail consumers, including those impacting retail and e-commerce businesses; [removed: |]

[removed: | • |] [added: -] the impact of seasonality and weather on consumer [removed: behavior] [added: behavior, demand for our products,] and our results of operations; [removed: |]

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

[removed: | • |] [added: -] availability of raw materials and manufacturing capacity, and reliability of overseas production and storage; [removed: |]

[removed: | • |] [added: -] commitments and contingencies, including [added: with respect to] operating [removed: leases and] [added: leases,] purchase obligations for product and raw [removed: materials; |][added: materials, and legal or regulatory proceedings;]

[removed: | • |] [added: -] the impacts of new or proposed legislation, tariffs, regulatory enforcement [removed: actions] [added: actions,] or legal proceedings; [removed: |]

[removed: | • |] [added: -] the value of goodwill and other intangible assets, and potential write-downs or impairment charges; [removed: |]

[removed: | • |] [added: -] changes impacting our tax liability and effective tax rates; [removed: |]

[removed: | • |] [added: -] repatriation of earnings of non-United States subsidiaries and any related tax impacts; [removed: |]

[removed: | • |] [added: -] the impact [removed: from] [added: of the] adoption of recent accounting pronouncements; and [removed: |]

[removed: | • |] [added: -] overall global [removed: economic] [added: economic, political,] and [removed: political] [added: social] trends, including foreign currency exchange rate fluctuations, changes in interest [removed: rates] [added: rates,] and changes in [removed: fuel costs. |][added: commodity pricing.]

Except as required by applicable law or the listing rules of the New York Stock [removed: Exchange (NYSE),] [added: Exchange,] we expressly disclaim any intent or obligation to update any forward-looking statements.

[removed: References] [added: *References] within this Annual Report to “Deckers,” “we,” “our,” “us,” or the “Company” refer to Deckers Outdoor Corporation, together with its consolidated subsidiaries.

UGG® (UGG), HOKA One One® (HOKA), Teva® (Teva), Sanuk® (Sanuk), Koolaburra® (Koolaburra), UGGpure® (UGGpure), and [removed: UGGplushTM (UGGplush)] [added: UGGplushTM* *(UGGplush)] are some of our trademarks.

[removed: Solely] [added: Other trademarks or trade names appearing elsewhere within this Annual Report are the property of their respective owners.* *Solely] for convenience, the trademarks and trade names within this Annual Report are referred to without the ® [removed: and™] [added: and ™] symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights [removed: thereto.][added: thereto.*]

[removed: Unless] [added: *Unless] otherwise specifically indicated, all dollar amounts [removed: in Items 1, 1A, 2, and 3 herein] [added: within this Annual Report] are expressed in thousands, except for per share [removed: amounts.][added: or share data.]

The defined periods for the fiscal years ended March 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] are stated herein as “year ended” or “years ended.” [added: We also refer to these fiscal years as “fiscal year 2021,” “fiscal year 2020,” and “fiscal year 2019,” respectively.*]

| | | | | | | | | |

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

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

- the expansion of our brands and product offerings;

- bankruptcies or other financial difficulties impacting our wholesale customers or other business partners;

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

- the operational challenges faced by our warehouse and distribution center, our global third-party logistics providers, and third-party carriers, and the related impacts on our ability to deliver products;

| | | |

| | |

| --- | --- |

| • | the impacts of our ongoing operational system upgrades; |

| • | expectations relating to the expansion of Direct-to-Consumer (DTC) capabilities; |

| • | our consolidation of certain distribution center operations; |

Other trademarks or trade names appearing elsewhere in this Annual Report are the property of their respective owners.

We [removed: began operating this] [added: currently have one primary] warehouse and [removed: distribution center] [added: DC located] in [added: Moreno Valley, California, which we began operations during] the fourth quarter of fiscal year 2015 [removed: and, since June 2017,] [added: and] have [removed: expanded] [added: since continued optimizing and expanding] our operations at this location.

We also have offices in China, Hong Kong, Vietnam, Japan, France, Germany, the Netherlands, and the UK to oversee the quality and manufacturing standards of our products, and for regional sales, [removed: operations] [added: operations, marketing,] and administration, as well as offices in Macau and Hong Kong to coordinate logistics.

As of March 31, [removed: 2020,] [added: 2021,] we had [removed: 52] [added: 49] retail stores in the US ranging from approximately 1,000 to 13,000 square feet.

Internationally, we had [removed: 93] [added: 91] retail stores in Austria, Belgium, Canada, China, France, Germany, Japan, the Netherlands, Switzerland, and the UK.

The following table provides details regarding our significant physical properties [added: that are operational] as of March 31, [removed: 2020:][added: 2021:]

| Facility Location | | [added: | | | |] Description | | [added: | | | |] Lease or Own | | [added: | | | |] Facility Size (Square Footage) | | [added: | | | |]

| Moreno Valley, California | | [added: | | | |] Warehouse and Distribution Center | | [added: | | | |] Lease | | [added: | | | |] 1,530,944 | | [added: | | | |]

| Goleta, California | | [added: | | | |] Corporate Headquarters | | [added: | | | |] Own | | [added: | | | |] 185,094 | | [added: | | | |]

Further, we are in the early stages of opening a new US DC located in Mooresville, Indiana.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

We have one primary US distribution center, which is located in Moreno Valley, California.

Further, during fiscal year 2020 we completed the move of all of our Camarillo, California distribution operations to our Moreno Valley location and closed our Camarillo distribution center.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

Our common stock has traded under the symbol DECK on the [removed: NYSE] [added: New York Stock Exchange (NYSE)] since May 2014 and was previously traded on the [removed: NASDAQ] [added: Nasdaq] Global Select Market.

As of May [removed: 14, 2020,] [added: 13, 2021,] we had 39 stockholders of record based on the records of our transfer agent, which does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.

We did not sell any equity securities during the year ended March 31, [removed: 2020] [added: 2021] that were not registered under the Securities Act.

Below is a graph comparing the percentage change in the cumulative total return on our common stock against the cumulative total return of the S&P 500 Apparel, Accessories & Luxury Goods Index and the NYSE Composite Index for the five fiscal-year periods commencing April 1, [removed: 2015] [added: 2016] and [removed: ending] [added: ended] March 31, [removed: 2020.][added: 2021.]

The data represented in the graph below assumes one hundred dollars invested in our common stock, the S&P 500 Apparel, Accessories & Luxury Goods Index and the NYSE Composite Index on April 1, [removed: 2015.][added: 2016.]

| | [added: | |] April 1, | | | | [added: | |] Years Ended March 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [removed: 2015] | | [added: 2016] | | [removed: 2016] | | | | 2017 | | | | [added: | |] 2018 | | | | [added: | |] 2019 | | | | [added: | |] 2020 | | | [added: | | | 2021 | | |]

| S&P 500 Apparel, Accessories & Luxury Goods Index | [added: | |] 100.0 | | | | [removed: 88.8] | | [added: 79.5] | | [removed: 70.5] | | | | [removed: 90.5] [added: 101.9] | | | | [removed: 87.6] | | [added: 98.7] | | [removed: 43.6] | | | [added: | 49.1 | | | | | | 100.2 | | |]

The stock performance graph and related information shall not be deemed incorporated by reference by any general statement incorporating by reference [added: into] this Annual Report into any filing under the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

[removed: ][added: ]

We currently do not anticipate declaring or paying any cash [removed: dividends in the foreseeable future.][added: dividends.]

In January 2019, our Board of Directors approved [removed: a] [added: an additional authorization to its] stock repurchase program [removed: which, together with stock repurchase programs approved in 2017 and 2015, authorized us] to repurchase [removed: a total of up to $796,000] [added: $261,000] of our common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors [removed: (collectively, our Stock Repurchase Programs).][added: (our stock repurchase program).]

As of March 31, [removed: 2020,] [added: 2021,] the aggregate remaining approved amount under our [removed: Stock Repurchase Programs] [added: stock repurchase program] was [removed: $159,807.][added: $60,660.]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Deckers Outdoor Corporation | | | $ | 100.0 | | | | | $ | 99.7 | | | | | $ | 150.3 | | | | | $ | 245.4 | | | | | $ | 223.7 | | | | | $ | 551.5 | |

| The NYSE Composite Index | | | 100.0 | | | | | | 115.6 | | | | | | 128.6 | | | | | | 134.8 | | | | | | 112.4 | | | | | | 174.2 | | |

Below is a summary of stock repurchase activity under our stock repurchase program during the fourth fiscal quarter ended March 31, 2021:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Total number of shares repurchased* | | | | | | Average price paid per share | | | | | | Dollar value of shares repurchased | | | | | | Dollar value of shares remaining for repurchase | | |

| January 1 - January 31, 2021 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 159,807 | |

| February 1 - February 28, 2021 | | | | | | 192,361 | | | | | | 323.33 | | | | | | 62,196 | | | | | | 97,611 | | |

| March 1 - March 31, 2021 | | | | | | 114,719 | | | | | | 322.10 | | | | | | 36,951 | | | | | | 60,660 | | |

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

Our Board of Directors approved an additional authorization of $750,000 during April 2021 to repurchase our common stock under the same conditions as the prior stock repurchase program.

Subsequent to March 31, 2021 through May 13, 2021, we repurchased 70,881 shares for $23,466 at an average price of $331.06 per share, and had $787,194 remaining authorized under the stock repurchase program.

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

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Deckers Outdoor Corporation | $ | 100.0 | | | $ | 82.2 | | | $ | 82.0 | | | $ | 123.6 | | | $ | 201.7 | | | $ | 183.9 | |

| The NYSE Composite Index | 100.0 | | | | 96.2 | | | | 111.3 | | | | 123.7 | | | | 129.7 | | | | 108.1 | | |

The full amounts originally authorized under the 2017 and 2015 stock repurchase programs have been repurchased and these programs have been completed.

During the fourth quarter of the year ended March 31, 2020, we did not repurchase any shares of our common stock.

We are temporarily pausing repurchases under our Stock Repurchase Programs due to the disruption and uncertainty caused by the COVID-19 pandemic and our focus on liquidity and cash management, although we retain the discretion to commence repurchases in future periods.

The Consolidated Financial Statements, the Financial Statement Schedule, and the Reports of Independent Registered Public Accounting Firm, are filed [removed: within this Annual Report] in a separate section following Part IV, as shown on the index under Item 15, “Exhibits and Financial Statement Schedule,” within this Annual Report.

Under the supervision and with the participation of management, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, [removed: 2020.][added: 2021.]

Based on that evaluation, our Principal Executive Officer (PEO) and Principal Financial and Accounting Officer (PFAO) concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, [removed: 2020.][added: 2021.]

As of March 31, [removed: 2020,] [added: 2021,] our management, including our PEO and PFAO, assessed the effectiveness of our internal control over financial reporting using the criteria set forth in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as COSO).

Based on this assessment, our management concluded that our internal control over financial reporting was effective based on those [removed: criteria as of March 31, 2020.][added: criteria.]

There were no [removed: other] changes in our internal control over financial reporting identified in management’s evaluation pursuant to [removed: Rules] [added: Rule] 13a-15(d) [removed: or 15d-15(d)] of the Exchange Act during the year ended March 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Although we have modified our workplace practices globally due to the pandemic, resulting in most of our employees working remotely, this has not materially affected our internal control over financial reporting.

We are continually monitoring and assessing the impacts and disruptions caused by the pandemic to ensure there are no material effects on our internal control over financial reporting and to minimize such impacts on their design and operating effectiveness.

During the first quarter of fiscal year 2020, we updated our control framework for certain new internal controls and changes to certain existing internal controls related to the adoption of ASU No. 2016-02, as amended, otherwise known as the new lease standard, and related financial statement reporting and disclosure.

References within this Annual Report to “Deckers,” “we,” “our,” “us,” or the “Company” refer to Deckers Outdoor Corporation, together with its consolidated subsidiaries.

The defined periods for the fiscal years ended March 31, 2020, 2019, and 2018 are stated in Items 10, 11, 12, 13, and 14 herein as “year ended” or “years ended.”

The information required by this item will be disclosed in our definitive proxy statement on Schedule 14A (Proxy Statement) for our [removed: 2020] [added: 2021] annual meeting of stockholders and is incorporated herein by reference.

Our Proxy Statement will be filed with the SEC within 120 days after the end of the year ended March 31, [removed: 2020] [added: 2021] pursuant to Regulation 14A under the Exchange Act.

References within this Annual Report to “Deckers,” “we,” “our,” “us,” or the “Company” refer to Deckers Outdoor Corporation, together with its consolidated subsidiaries.

UGG® (UGG), HOKA One One® (HOKA), Teva® (Teva), Sanuk® (Sanuk), Koolaburra® (Koolaburra), and UGGpure® (UGGpure) are some of our trademarks.

Other trademarks or trade names appearing elsewhere in this Annual Report are the property of their respective owners.

Solely for convenience, the trademarks and trade names within this Annual Report are referred to without the ® and™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

The defined periods for the fiscal years ended March 31, 2020, 2019, and 2018 are stated in Item 15 herein as “year ended” or “years ended,”

[removed: Refer] [added: *Refer] to Part IV, “Index to Consolidated Financial Statements and Financial Statement Schedule,” on page F-1 within this Annual Report for our Consolidated Financial Statements and the Reports of Independent Registered Public Accounting [removed: Firm.][added: Firm.*]

| [removed: Exhibit Number] [added: Exhibit Number] | | [added: | | | |] Description of Exhibit | [added: | |]

| 3.1 | | [added: | | | |] [Amended and Restated Certificate of Incorporation of Deckers Outdoor Corporation, as amended through May 27, 2010 (Exhibit 3.1 to the Registrant's Form 10-Q filed on August 9, 2010 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000110465910043090/a10-11328_1ex3d1.htm) | [added: | |]

| 3.2 | | [added: | | | |] [Amended and Restated Bylaws of Deckers Outdoor Corporation, as updated through June 5, 2018 (Exhibit 3.1 to the Registrant’s Form 8-K filed on June 5, 2018 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000018/ex31amendedandrestatedbyla.htm) | [added: | |]

| 4.1 | | [added: | | | |] [Description of Deckers Outdoor Corporation’s Capital Stock (Exhibit 4.1 to the Registrant’s Form 10-K filed on May 30, 2019 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000011/deck3312019exhibit41.htm) | [added: | |]

| 10.1 | | [added: | | | |] [Lease Agreement, dated [removed: September 15, 2004,] [added: December 5, 2013,] by and between [removed: Mission Oaks Associates,] [added: Moreno Knox,] LLC and Deckers Outdoor Corporation for distribution center at [removed: 3001 Mission Oaks] [added: 17791 Perris] Blvd., [removed: Camarillo,] [added: Moreno Valley,] CA [removed: 93012] [added: 92551] (Exhibit [removed: 10.37] [added: 10.6] to the [removed: Registrant's] [added: Registrant’s] Form 10-K filed on March [removed: 16, 2005] [added: 3, 2014] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012905002490/v06639exv10w37.txt)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)] | [added: | |]

| 10.2 | | [added: | | | |] [First Amendment to Lease Agreement, dated [removed: December 1, 2004,] [added: June 6, 2017,] by and between [removed: Mission Oaks Associates,] [added: Moreno Knox,] LLC and Deckers Outdoor Corporation for distribution center at [removed: 3001 Mission Oaks] [added: 17791 Perris] Blvd., [removed: Camarillo,] [added: Moreno Valley,] CA [removed: 93012] [added: 92551] (Exhibit [removed: 10.38] [added: 10.6] to the [removed: Registrant's] [added: Registrant’s] Form 10-K filed on [removed: March 16, 2005] [added: May 30, 2018] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012905002490/v06639exv10w38.txt)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)] | [added: | |]

| 10.3 | | [removed: [Amendment] [added: | | | | [Second Amendment] to Lease Agreement, dated [removed: September 1, 2011,] [added: July 17, 2017,] by and between [removed: Mission Oaks Associates,] [added: Moreno Knox,] LLC and Deckers Outdoor Corporation for distribution center at [removed: 3001 Mission Oaks] [added: 17791 Perris] Blvd., [removed: Camarillo,] [added: Moreno Valley,] CA [removed: 93012] [added: 92551] (Exhibit [removed: 10.24] [added: 10.7] to the Registrant’s Form 10-K filed on [removed: February 29, 2012] [added: May 30, 2018] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000104746912001917/a2207209zex-10_24.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)] | [added: | |]

| [removed: 10.9] [added: 10.5] | | [added: | | | |] [Credit Agreement, dated as of September 20, 2018, by and among Deckers Outdoor Corporation, Deckers Europe Limited, Deckers UK Ltd., Deckers Benelux B.V., Deckers Outdoor Canada ULC and Deckers Outdoor International Limited, as borrowers, JP Morgan Chase Bank, N.A. as Administrative Agent, Citibank, N.A., Comerica Bank and HSBC Bank USA, National Association, as Co-Syndication Agents, MUFG Bank, Ltd. and U.S. Bank National Association, as Co-Documentation Agents, and the lenders party thereto (Exhibit 10.1 to the Registrant’s Form 8-K filed on September 25, 2018 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh101-deckersxfullyxcompi.htm) | [added: | |]

| [removed: 10.12] [added: #10.11] | | [removed: [Continuing Guaranty Agreement, dated July 9, 2014, by and among Deckers] [added: | | | | [Deckers] Outdoor Corporation [added: Amended] and [removed: California Bank & Trust] [added: Restated Deferred Compensation Plan, effective July 1, 2016] (Exhibit 10.2 to the Registrant’s Form [removed: 8-K] [added: 10-Q] filed on [removed: July 15, 2014] [added: November 9, 2017] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052114000019/exhcontinuingguarantydecke.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm)] | [added: | |]

| [removed: 10.14] [added: #10.7] | | [added: | | | |] [Form of Change in Control and Severance Agreement (Exhibit [removed: 10.14 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm)[2](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm) [to] the Registrant’s Form [removed: 10-K filed on May 30, 2019 and] [added: 10-](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm)[Q](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm) [filed on](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm) [August 6, 2020](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm) [and] incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000011/deck3312019exhibit1014.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm)] | [added: | |]

| [removed: #10.15] [added: #10.8] | | [added: | | | |] [Deckers Outdoor Corporation 2006 Equity Incentive Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on April 21, 2006 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010) | [added: | |]

| [removed: #10.16] [added: #10.9] | | [added: | | | |] [First Amendment to Deckers Outdoor Corporation 2006 Equity Incentive Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on April 9, 2007 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm) | [added: | |]

| [removed: #10.17] [added: #10.10] | | [added: | | | |] [Deckers Outdoor Corporation Second Amended and Restated Deferred Stock Unit Compensation Plan, effective as of December 16, 2015 (Exhibit 10.1 to the Registrant's Form 10-Q filed on November 9, 2017 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) | [added: | |]

| [removed: #10.18] [added: #10.14] | | [added: | | | |] [Deckers Outdoor Corporation [removed: Amended and Restated Deferred Compensation Plan, effective July 1, 2016 (Exhibit 10.2 to] [added: Management Incentive](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) [Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) [(Exhibit 10.](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) [to] the Registrant’s Form 10-Q filed [removed: on November 9, 2017] [added: on](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) [August 10](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm)[, 2015] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm)] | [added: | |]

| #10.19 | | [added: | | | |] [Form of [removed: Deckers Outdoor Corporation Management Incentive Program] [added: Stock Unit Award Agreement (2019 Performance-Based PSU)] under the [removed: 2006 Equity] [added: 2015 Stock] Incentive Plan (Exhibit [removed: 10.28] [added: 10.1] to the Registrant’s Form [removed: 10-K] [added: 10-Q] filed on [removed: March 1, 2013] [added: August 9, 2018] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000104746913002068/a2213206zex-10_28.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit101.htm)] | [added: | |]

| [removed: #10.20] [added: #10.12] | | [added: | | | |] [Deckers Outdoor Corporation 2015 Employee Stock Purchase Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on July 29, 2015 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#sa33040bc020d4b56b9872b54ca5bf927) | [added: | |]

| [removed: #10.21] [added: #10.13] | | [added: | | | |] [Deckers Outdoor Corporation 2015 Stock Incentive Plan (Appendix B to the Registrant's Definitive Proxy Statement filed on July 29, 2015 and incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6) | [added: | |]

| [removed: #10.22] [added: #10.24] | | [added: | | | |] [Form of Restricted Stock Unit Award Agreement under the 2015 Stock Incentive Plan [removed: (2016] [added: (FY](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm)[2020)] LTIP [removed: Financial Performance Award)] [added: Agreement] (Exhibit 10.1 to the Registrant’s Form 8-K filed on [removed: November 24, 2015] [added: September 25, 2019] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052115000045/form_8-kx2015xltipnovember.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm)] | [added: | |]

| [removed: #10.23] [added: #10.16] | | [added: | | | |] [Form of Stock Unit Award Agreement [removed: (2016] [added: (2018] Time-Based RSU) under the 2015 Stock Incentive Plan (Exhibit [removed: 10.6] [added: 10.1] to the Registrant’s Form 10-Q filed on [removed: November] [added: August] 9, 2017 and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit106.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit101.htm)] | [added: | |]

| [removed: #10.24] [added: #10.17] | | [added: | | | |] [Form of Stock Unit Award Agreement [removed: (2017] [added: (2018] Performance-Based PSU) under the 2015 Stock Incentive Plan (Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Form 10-Q filed on August 9, [removed: 2016] [added: 2017] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052116000070/deck6302016exhibit101.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit102.htm)] | [added: | |]

| [removed: #10.25] [added: #10.20] | | [added: | | | |] [Form of Stock Unit Award Agreement [removed: (2017] [added: (2019] Time-Based RSU) under the 2015 Stock Incentive Plan (Exhibit 10.2 to the Registrant’s Form 10-Q filed on August 9, [removed: 2016] [added: 2018] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052116000070/deck6302016exhibit102.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit102.htm)] | [added: | |]

| [removed: #10.26] [added: #10.25] | | [added: | | | |] [Form of [added: Restricted] Stock Unit Award Agreement [removed: (2018] [added: (2021] Time-Based RSU) under the 2015 Stock Incentive Plan (Exhibit 10.1 to the Registrant’s Form 10-Q filed on August [removed: 9, 2017] [added: 6, 2020] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit101.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm)] | [added: | |]

| [removed: #10.27] [added: #10.18] | | [added: | | | |] [Form of [added: Performance] Stock [removed: Unit Award] [added: Option] Agreement [removed: (2018 Performance-Based PSU)] under [removed: the] 2015 Stock Incentive Plan (Exhibit [removed: 10.2] [added: 10.3] to the Registrant’s Form 10-Q filed on August 9, 2017 and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit102.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)] | [added: | |]

| [removed: #10.28] [added: #10.23] | | [added: | | | |] [Form of [removed: Performance] Stock [removed: Option] [added: Unit Award] Agreement [added: (2020](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [Performance](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)[\-Based](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [P](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)[SU)] under [added: the] 2015 Stock Incentive Plan (Exhibit [removed: 10.3 to] [added: 10.](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)[1](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [to] the Registrant’s Form 10-Q filed on August [removed: 9, 2017] [added: 8, 2019] and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)] | [added: | |]

| [removed: #10.29] [added: #10.22] | | [added: | | | |] [Form of [removed: Stock Unit Award] [added: Stock](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [Unit](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [Award] Agreement [removed: (2019 Performance-Based PSU)] [added: (2020 Time-Based](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [R](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)[SU)] under the 2015 Stock Incentive Plan (Exhibit 10.1 to the Registrant’s Form 10-Q filed on August [removed: 9, 2018] [added: 8, 2019] and incorporated by [removed: reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit101.htm)] [added: referenced herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)] | [added: | |]

| [removed: #10.30] [added: #10.21] | | [added: | | | |] [Form of [added: Restricted] Stock Unit Award Agreement [removed: (2019 Time-Based RSU)] under [removed: the] 2015 Stock Incentive Plan [added: (FY 2019) LTIP Agreement] (Exhibit 10.2 to the Registrant’s Form [removed: 10-Q] [added: 8-K] filed on [removed: August 9,] [added: September 25,] 2018 and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit102.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm)] | [added: | |]

| *21.1 | | [added: | | | |] [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052120000016/deck3312020exhibit211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit211.htm)] | [added: | |]

| *23.1 | | [added: | | | |] [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052120000016/deck3312020exhibit231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit231.htm)] | [added: | |]

| *31.1 | | [added: | | | |] [Certification of the 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 [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052120000016/deck3312020exhibit311.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit311.htm)] | [added: | |]

| *31.2 | | [added: | | | |] [Certification of the 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 [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052120000016/deck3312020exhibit312.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit312.htm)] | [added: | |]

| 32 | | [added: | | | |] [Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as [removed: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052120000016/deck3312020exhibit32.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit32.htm)] | [added: | |]

| *101.SCH | | [added: | | | |] XBRL Taxonomy Extension Schema Document | [added: | |]

| *101.CAL | | [added: | | | |] XBRL Taxonomy Extension Calculation Linkbase Document | [added: | |]

| *101.DEF | | [added: | | | |] XBRL Taxonomy Extension Definition Linkbase Document | [added: | |]

| *101.LAB | | [added: | | | |] XBRL Taxonomy Extension Label Linkbase Document | [added: | |]

| *101.PRE | | [added: | | | |] XBRL Taxonomy Extension Presentation Linkbase Document | [added: | |]

| *104 | | [added: | | | |] Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | [added: | |]